| SHAREHOLDERS’ DEFICIT |
| NOTE 5:- |
SHAREHOLDERS’ DEFICIT |
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a. |
As of June 30, 2025 and December 31, 2024, the Company’s share capital is composed as follows: |
| Schedule of company’s share capital | |
| | |
| | |
| | |
| |
| | |
June 30,
2025 | | |
December 31,
2024 | |
| | |
Authorized | | |
Issued and
outstanding | | |
Issued and
outstanding | | |
Issued and
outstanding | |
| | |
| Number of shares | |
| Shares of common stock of $0.0001 par value each “Shares” | |
| 500,000,000 | | |
| 4,215,571 | | |
| 500,000,000 | | |
| 4,215,571 | |
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b. |
Warrants |
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A summary of warrant activity during the three months period ended June 30, 2025, and year ended December 31, 2024 is as follows: |
| Schedule of warrant activity | |
| | |
| |
| | |
Number | | |
Average
exercise
price | |
| Warrants outstanding at January 1, 2024 | |
| 119,000 | | |
$ | 5.88 | |
| Expired | |
| (44,000 | ) | |
| 12.50 | |
| Warrants outstanding at December 31, 2024 | |
| 75,000 | | |
| 2 | |
| | |
| | | |
| | |
| Warrants outstanding at June 30, 2025 | |
| 75,000 | | |
$ | 2 | |
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|
The following warrants are outstanding as of June 30, 2025 and December 31, 2024: |
| Schedule of warrants outstanding | |
| | |
| | |
| | |
|
| Issuance date | |
Warrants
outstanding | | |
Exercise
price per
warrant | | |
Warrants
outstanding and
exercisable | | |
Expiry date |
| August 7, 2020 | |
| 50,000 | | |
$ | 2.00 | | |
| 50,000 | | |
August 7, 2025 |
| August 11, 2020 | |
| 25,000 | | |
$ | 2.00 | | |
| 25,000 | | |
August 11, 2025 |
| | |
| 75,000 | | |
| | | |
| 75,000 | | |
|
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c. |
Share option plans: |
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On April 1, 2019, the Company’s board
of directors adopted the Sativus Tech Corp. 2018 Share Options Plan (the “2018 Plan”).
Awards granted under the 2018 Plan are subject
to vesting schedules and unless determined otherwise by the administrator of the 2018 Plan, generally vest following a period of four
years from the applicable vesting commencement date, such that the awards vest in four annual equal instalments and/or generally vest
following a period of one year from the applicable vesting commencement date, such that the awards vest in four quarterly equal instalments.
(i) A summary of employee share options activity
during the Six month ended June 30, 2025, and the year ended December 2024 is as follows: |
| Schedule of employee share option activity | |
| | |
| |
| | |
Number | | |
Average weighted exercise price | |
| Options outstanding at January 1, 2024 | |
| 160,000 | | |
$ | 1.05 | |
| Exercised | |
| (95,000 | ) | |
| 1.00 | |
| | |
| | | |
| | |
| Options outstanding at December 31, 2024 | |
| 65,000 | | |
| 1.12 | |
| Exercised | |
| – | | |
| 0.00 | |
| | |
| | | |
| | |
| Options exercisable at June 30, 2025 | |
| 65,000 | | |
$ | 1.12 | |
The following options are outstanding
as of June 30, 2025 and December 31, 2024:
| Schedule of options outstanding | |
| | |
| | |
| | |
|
| Issuance date | |
Options
outstanding | | |
Exercise
price per
option | | |
Options
outstanding and
exercisable | | |
Expiry date |
| September 1, 2020 | |
| 15,000 | | |
$ | 0.70 | | |
| 15,000 | | |
September 1, 2025 |
| November 3, 2020 | |
| 25,000 | | |
$ | 1.00 | | |
| 25,000 | | |
October 25, 2025 |
| November 3, 2020 | |
| 25,000 | | |
$ | 1.50 | | |
| 25,000 | | |
October 25, 2025 |
| | |
| 65,000 | | |
| | | |
| 65,000 | | |
|
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d. |
Restricted Share Units: |
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RSUs under the 2018 Plan may be granted upon such
terms and conditions, no monetary payment (other than payments made for applicable taxes) shall be required as a condition of receiving
the Company’s shares pursuant to a grant of RSUs, and unless determined otherwise by the Company, the aggregate nominal value of
such RSUs shall not be paid and the Company shall capitalize applicable profits or take any other action to ensure that it meets any requirement
of applicable laws regarding issuance of shares for consideration that is lower than the nominal value of such shares. If, however, the
Company’s board of directors determines that the nominal value of the shares shall not be waived and shall be paid by the grantees,
then it shall determine procedures for payment of such nominal value by the grantees or for collection of such amount from the grantees
by the Company.
Shares issued pursuant to any RSUs units may (but
need not) be made subject to exercise conditions, as shall be established by the Company and set forth in the applicable notice of grant
evidencing such award. During any restriction period in which shares acquired pursuant to an award of RSUs remain subject to exercise
conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of unless otherwise provided
in the 2018 Plan. Upon request by the Company, each grantee shall execute any agreement evidencing such transfer restrictions prior to
the receipt of shares hereunder and the Company may place appropriate legends evidencing any such transfer restrictions on the relevant
share certificates. |
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A summary of RSU activity during the three months ended June 30, 2025, and the year ended December 31, 2024 is as follows: |
| Schedule of RSU activity | |
| |
| | |
Number | |
| | |
| |
| RSU outstanding at January 1, 2024 | |
| 531,000 | |
| Granted | |
| – | |
| Forfeited | |
| – | |
| | |
| | |
| RSU’s outstanding at December 31, 2024 | |
| 531,000 | |
| Forfeited | |
| – | |
| | |
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| RSU’s outstanding at June 30, 2025 | |
| 531,000 | |
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