v3.25.2
CONVERTIBLE LOANS
6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
CONVERTIBLE LOANS

 

NOTE 3:- CONVERTIBLE LOANS

 

  a. On February 21, 2019, the Company received a convertible loan from third party (“February 2019 Lender”), with a two-year term, in the principal amount of $550, which bears 10% annual interest rate (“February 2019 Loan”).

 

The Company, at its option, shall have the right to redeem, in part or in whole, the outstanding principal amount and interest under this loan agreement prior to the maturity date. The Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding principal amount being redeemed plus outstanding and accrued interest.

 

The February 2019 Lender shall be entitled to convert at its option any portion of the outstanding and unpaid principal or accrued interest into fully paid and non-assessable shares of common stock, at the lower of the fixed conversion price then in effect or the market conversion price. The number of shares of common stock issuable upon conversion of any conversion amount shall be determined by dividing (x) such conversion amount by (y) the fixed conversion price of $20.00 or (z) 80% of the lowest the volume-weighted average price of the Company’s shares of common stock during the 30 trading days immediately preceding the conversion date.

 

The Company accounted for the February 2019 Loan in accordance with ASC 470-20, Debt with conversion and other Options. As of June 30, 2025, the BCF was revalued at $122.

 

On November 1, 2024, the loan agreement was extended until March 31, 2025.

  

The February 2019 Loan is included in the convertible loans in current liabilities as of June 30, 2025, in the amount of $407, and $392 as of December 31, 2024.

 

The Company accounted for the February 2019 Loan in accordance with ASC 470-20, Debt with conversion and other Options. The value of the BCF for the February 2019 Loan was calculated using Monte Carlo model. As of June 30, 2025 the Company allocated $122 to the BCF as a liability ($144 as of December 31, 2024).

 

As of December 31, 2024, the Company used an independent appraiser to estimate the fair value of BCF which used the Monte Carlo option pricing model using the following weighted average assumptions:

    
   December 31,
2024
 
Share price  $0.13 
Dividend yield   0% 
Risk-free interest rate   4.37% 
Expected term (in years)   0.25 
Volatility   69.59% 

 

As of June 30, 2025 the fair value of the conversion feature in the amount of $122 was calculated with the following parameters:

     
   June 30,
2025
 
Share price  $0.048 
80% of the lowest volume-weighted average price  $0.038 

 

During the six months ended June 30,2025 the Company recorded interest expenses related to the Loan in the amount of $15

 

  b. On October 15, 2019, the Company received a convertible loan from a third party (“October 2019 Lender”) in the principal amount of $1,100 that bears an annual 10% interest rate (“October 2019 Loan”). The October 2019 Loan had a two-year term. Prior to the maturity date of the October 2019 Loan, the Company, at its option, has the right to redeem, in cash, in part or in whole, the amounts outstanding provided that as of the date of the redemption notice (i) the volume-weighted average price of the Company’s ordinary shares is less than $12.50 and (ii) there is no equity condition failures as defined therein. In the event that the Company wishes to redeem any amount under the convertible loan, the Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding amount being redeemed in addition to outstanding and accrued interest.

 

The October 2019 Lender shall be entitled to convert the principal loan and the outstanding interest (the “Conversion Amount”) into such number of ordinary shares determined by dividing (x) such Conversion Amount by (y) the fixed conversion price of $12.50 or (z) 80% of the lowest the volume-weighted average price of the Company’s ordinary shares during the 10 trading days immediately preceding the conversion date.

 

The Company accounted for the October 2019 Loan in accordance with ASC 470-20, Debt with conversion and other Options. As of June 30, 2025, the BCF was revalued at $445.

 

On January 26, 2022, the Company paid accrued interest of the October 2019 Loan in the amount of $55.

 

On December 20, 2022, the Company paid accrued interest of the October 2019 Loan in the amount of $100, and the October 2019 Loan agreement as extended until June 30, 2023.

 

On January 2023, the Company paid accrued interest of the October 2019 Loan in the amount of $100.

 

On November 1, 2024, the loan agreement was extended until March 31, 2025.

 

The October 2019 Loan is included in the convertible loans in current liabilities as of June 30, 2025, in the amount of $1,473.

 

The Company accounted for the February 2019 Loan in accordance with ASC 470-20, Debt with conversion and other Options. The value of the BCF for the February 2019 Loan was calculated using Monte Carlo model. As of June 30, 2025 the Company allocated $445 to the BCF as a liability ($430 as of December 31, 2024).

 

As of December 31, 2024, The Company used an independent appraiser to estimate the fair value of BCF which used the Monte Carlo option pricing model using the following weighted average assumptions:

    
   December 31,
2024
 
Share price  $0.13 
Dividend yield   0% 
Risk-free interest rate   4.37% 
Expected term (in years)   0.25 
Volatility   69.59% 

 

As of June 30, 2025 the fair value of the conversion feature in the amount of $445 was calculated with the following parameters:

     
   June 30,
2025
 
Share price  $0.048 
80% of the lowest volume-weighted average price  $0.038 

 

During the six months ended June 30, 2025 the Company recorded interest expenses related to the Loan in the amount of $55.

 

  c. On August 7, 2020, the Company received a convertible loan from a third party (“August 2020 Lender”) in the amount of $200 (the “August 2020 Loan”). Per the terms of the Agreement, the August 2020 Loans has a maturity date of August 7, 2022, (“Maturity Date”) and accrues annual interest at a rate of 10%

 

The August 2020 Loan is convertible by the August 2020 Lender into Shares, at their discretion, at the lower of a fixed price of $1.02 (the “Fixed Conversion Price”) or 80% of the lowest volume weighted average price (“VWAP”) of the Company’s common stock during the 10 trading days immediately preceding the conversion date (the “Market Conversion Price”).

 

On November 1, 2024, the loan agreement as extended until March 31, 2025.

 

The August 2020 Loan is included in the convertible loans in current liabilities as of June 30, 2025, in the amount of $299.

 

The Company also granted the August 2020 Investor warrants to purchase 50,000 shares of common stock of the Company at an exercise price of $2.00 per share, such exercise price is subject to any future price-based anti-dilution adjustments. In accordance with ASU 2017-11 the warrants were classified in shareholders’ equity.

 

The fair value of the warrants granted was $35 using the Black-Scholes-Merton option pricing model using the following assumptions:

    
   August
2020
 
Share price  $0.86 
Dividend yield   0% 
Risk-free interest rate   0.21% 
Expected term (in years)   5 
Volatility   176.96% 

 

The Company accounted for the August 2020 Loan in accordance with ASC 470-20, Debt with conversion and other Options. The combined intrinsic value of the BCF for the August 2020 Loan was calculated and valued at $249 as of August 7, 2020, and the Company allocated $58 to the BCF as a liability. As of June 30, 2025, the BCF was revalued at $90 ($138 as of December 31, 2024).

 

As of December 31, 2024, The Company used an independent appraiser to estimate the fair value of BCF which used the Monte Carlo option pricing model using the following weighted average assumptions:

        
   August 7,
2020
   December 31,
2024
 
Share price  $0.80   $0.13 
Dividend yield   0%    0% 
Risk-free interest rate   0.13%    4.37% 
Expected term (in years)   2    0.25 
Volatility   163.31%    69.59% 

 

As of June 30, 2025 the fair value of the conversion feature in the amount of $90 was calculated with the following parameters:

 

   June 30,
2025
 
Share price  $0.048 
80% of the lowest volume-weighted average price  $0.038 

  

During the three months ended June 30, 2025 the Company recorded interest expenses related to the Loan in the amount of $10.

 

  d. On July 31, 2020, the Company received a convertible loan from Mr. Shmuel Yannay (a third party at that time, and a director of the Company as of October 28, 2021) in the amount of $100 (“Director Loan”). The loan has a maturity date of July 31, 2022 (“Maturity Date”) and accrues annual interest at a rate of 10%.

 

The Director Loan is convertible into Shares, at his discretion, at the lower of a fixed price of $1.02 (the “Fixed Conversion Price”) or 80% of the lowest volume weighted average price (“VWAP”) of the Company’s common stock during the 10 trading days immediately preceding the conversion date (the “Market Conversion Price”).

 

The Company also granted the Mr. Yannay warrants to purchase 25,000 shares of common stock of the Company at an exercise price of $2.00 per share, such exercise price is subject to any future price-based anti-dilution adjustments. Accordance with ASU 2017-11 the warrants were classified in shareholders equity.

 

The fair value of the warrants granted was $18 using the Black-Scholes-Merton option pricing model using the following assumptions:

    
   August
2020
 
Share price  $0.86 
Dividend yield   0% 
Risk-free interest rate   0.21% 
Expected term (in years)   5 
Volatility   176.96% 

 

On November 1, 2024, the loan agreement was extended until March 31, 2025.

 

The Company accounted for the director’s loan in accordance with ASC 470-20, Debt with conversion and other Options. The combined intrinsic value of the BCF for the August 2020 Loan was calculated and valued at $129 as of July 31, 2020, and the Company allocated $129 to the BCF as a liability. As of June 30, 2025, the BCF was revalued at $39 ($58 as of December 31, 2024).

 

As of December 31, 2024, The Company estimated the fair value of BCF using the Monte Carlo option pricing model using the following weighted average assumptions: 

     
   December 31,
2024
 
Share price  $0.13 
Dividend yield   0% 
Risk-free interest rate   4.37% 
Expected term (in years)   0.25 
Volatility   69.59% 

 

As of June 30, 2025 the fair value of the conversion feature in the amount of $39 was calculated with the following parameters:

     
   June 30,
2025
 
Share price  $0.048 
80% of the lowest volume-weighted average price  $0.038 

 

During the six month ended June 30, 2024, the Company recorded interest expenses related to Director Loan in the amount of $5

 

  e. On June 2024 the Company received $36 convertible loan from third party. The loan is convertible at a conversion ratio of $1 per share.