Effective from February 28, 2023, the Company’s shares were split in a ratio of 1:0.712434. Effective December 14, 2023, the Company’s shares were reverse split in a ratio of 10:1, In addition, effective March 28, 2025, the Company’s shares were reverse split in a ratio of 10:1 As a result, all ordinary shares, options for shares, warrants to purchase ordinary shares, exercise price and net loss per share amounts were adjusted retroactively for all periods presented in these consolidated financial statements as if the stock split had been in effect as of the date of these consolidated financial statements. 

As for the accounting treatment of the Reverse Recapitalization in respect of the transaction with RNER, see Note 1c above.

In February 2023, at the effective date of the Reverse Recapitalization, the Company issued 45,332 ordinary shares and 160,438 warrants.

On March 23, 2022, concurrently with the execution of the business combination agreement, the Company entered into the Subscription Agreements with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to such PIPE Investors, an aggregate of 5,000 ordinary shares at $10.00 per share for gross proceeds of approximately $50,000 thousand (the “PIPE Financing”) on the Closing Date. The PIPE Financing did not consummate at closing of the Reverse Recapitalization as the PIPE Investors failed To remit payment for the shares to be purchased. In March 2023, the Company received approximately $4,000 thousand of the $50,000 thousand in proceeds from the PIPE Financing and issued approximately 4,000 shares in respect thereof. While the Company is considering possible alternatives in order to pursue the majority of the remaining funds committed as a part of the PIPE investment from the investors, it is uncertain if the Company will be able to receive the remaining PIPE funds.

In October 2022, the Company signed investment agreements with different investors for a total of 9,119 shares in the price of NIS 863 ($247) – each unit includes 1 ordinary share with no par value and one warrant with an exercise price of NIS 949 ($260). The warrants vested immediately upon issuance and will be exercisable for 30 months from the respective date of issuance. The aggregate amount raised through this private offering was approximately NIS 7,900 thousand ($2,250 thousand) with an issuance cost of $224 thousand. According to the terms of the investment agreement, the Company has 45 days from the closing date to issue the shares to the investors or otherwise it would need to repay it with an additional 10% interest. The actual issuance of shares took place on February 2023, and therefore as of December 31, 2022, the total investment amount was classified as a liability. The shares were issued during February 2023.

In order to settle various claims by the Company past investors, several allocations were made during 2023 to such past investors. Such allocations were as follows:

* Elyakim Shmuel Baruch Kislev – 2,000 shares (pre-split) were allocated.

* Lior Tamar Investments – 2,500 shares (pre-split) were allocated.

On March 28, 2023 the Company and Dominion Capital LLC (“Dominion”), the manager of RNER’s sponsor, entered into a Firm commitment for an ELOC, which is an equity line instrument whereby the Company, subject to the terms in the equity purchase agreement, may issue up to $10,000 thousand of the Company’s ordinary shares over the course of 36 months. In consideration for Dominion’s commitment to purchase the Company’s ordinary shares, upon execution of the equity purchase agreement, the Company issued to Dominion 100,000 of the Company’s ordinary shares. Expense of $1,570 thousands related to these shares was recognized within other expenses in the Company’s consolidated statements of profit and loss. As of December 31, 2023 the Company did not meet the terms in the Equity purchase agreement and no shares were issued under the equity purchase agreement. In addition, Dominion advanced the Company an aggregate amount of $2,500 thousand upon closing of the Reverse Recapitalization, as the upfront commitment. In connection with the equity line of credit, the Company and Dominion entered into a senior secured demand promissory note (the “Secured Promissory Note”) to evidence the Company’s obligation to repay the equity line of credit commitment. The Secured Promissory Note will bear interest at a rate of 10% per annum and is due on demand. Dominion claims that the Company failed to meet the contractual terms of the Secured Promissory Note. As a result, the Company is required to pay Dominion an interest rate of 24% immediately.

During November and December 2023, pursuant to Lind SPA as described in Note 17(2) Lind converted an aggregated amount of $4,800 thousand into 221,537 ordinary shares.

During 2023, pursuant to Accredited Investor Notes as described in Note 17(4) certain Accredited Investors converted an aggregated amount of $1,300 thousand into 115,022 ordinary shares.

During the year ended December 31, 2023, 1,300 warrants were exercised into 1,300 ordinary shares of the Company for total consideration of $233 thousand.

During 2024, pursuant to Accredited Investor Notes as described in Note 17(4) certain Accredited Investors converted an aggregated amount of $1,000 thousand into 66,667 ordinary shares.

During 2024, pursuant to Lind SPA as described in Note 17(2) Lind converted an aggregated amount of $4,800 thousand into 705,582 ordinary shares.

During 2024, pursuant to AGP Convertible Loan Agreement as described in Note 17(3) A.G.P converted an aggregated amount of $1,070 thousand into 194,747 ordinary shares.

During November and December 2023, pursuant to Shayna Convertible Loan Agreement as described in Note 17(1) Akina converted an aggregated amount of $4,616 thousand into 512,937 ordinary shares.

During November 2024, pursuant to Claymore Convertible Loan Agreement as described in Note 17(7) Claymore converted an aggregated amount of $275 thousand into 50,000 ordinary shares.

In order to settle various claims by the Company past investors, several allocations were made during 2024 to certain past investors in the amount of 6,903 ordinary shares.

During March and June 2024, pursuant to an IR services agreement, the Company granted an aggregated amount of 94,545 ordinary shares.

In June 2024, pursuant to a Consulting Agreement, the consultant was allocated an aggregated amount of 3,202 ordinary shares.

During the year ended December 31, 2024, 57,096 private warrants were exercised into 57,096 ordinary shares of the Company for total consideration of $5,057 thousand.

The Company has 182,778 registered and outstanding warrants that are exercisable into 182,778 ordinary shares of no par value each for an average exercise increment price of $223.16. These warrants are classified in equity.

The interests of the Company in the Company’s shares are as follows:

The Company’s capital management objectives are:

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and risk characteristics of its activity and its current and future liquidity constraints. To maintain or adjust the required capital structure, the Company may apply various measures such as adjust the dividend payment to shareholders, raise capital by way of issue of shares, capital purchases from shareholders and disposal of assets to reduce its debts.