| SHAREHOLDERS’ EQUITY |
NOTE 8 – SHAREHOLDERS’ EQUITY:
A. Share capital:
| 1. | On April 1, 2024, the Company entered into a purchase agreement with two investors in a registered direct
offering (the “April Offering”), whereby the Company sold 1,339,285 Ordinary Shares at a purchase price of $1.232 per share.
The aggregate proceeds received by the Company from the April Offering were approximately $1,651. |
| 2. | On May 20, 2024, the Company issued warrants, to purchase up to 220,000 Ordinary Shares, to a service
provider, at an exercise price of $2.25 per share. The Company’s accounting treatment for these warrants as equity-classified instruments
(as part of additional paid in capital) is based on an assessment of ASC 718. These warrants were not exercised within the designated
timeframe and expired on November 21, 2024. |
| 3. | On June 14, 2024, the Company entered into a purchase agreement with an individual private investor in
a registered direct offering (the “June Offering”), pursuant to which the Company sold (i) an aggregate of 941,541 of the
Company’s Ordinary Shares at a purchase price of $1.30 per share, and (ii) pre-funded warrants to purchase up to 1,709,760 Ordinary
Shares, at a purchase price of $1.30, less $0.001 per pre-funded warrant (the “June Pre-Funded Warrant”). The aggregate proceeds
received by the Company from the June Offering were approximately $3,102, after deducting placement agent commissions and additional offering
costs in cash which totaled approximately $343. In addition, the Company issued the placement agent in the June Offering warrants equal
to a total of 7.0% of the aggregate number of Ordinary Shares sold in the transaction to purchase up to 185,591Ordinary Shares (the “June
Placement Agent Warrants”) at an exercise price of $1.56 per Ordinary Share, which were exercisable immediately upon issuance and
which expire four years following their issuance. The Company accounting treatment for the June Placement Agent Warrants as equity-classified
instruments (as part of additional paid in capital) is based on an assessment of ASC 718. The fair value of the June Placement Agent Warrants
at the issuance date was $254. The cash and non-cash issuance costs were recorded against additional paid in capital, due to the classification
of the Ordinary Shares and the June Pre-Funded Warrants as equity in the June Offering. |
| 4. | On June 30, 2024, the Company issued 45,000 Ordinary Shares
to an advisor in connection with consulting service agreement. |
| 5. | On December 27, 2024, the Company completed its December Private Placement, whereby the Company sold (i) 3,950,343 Ordinary Shares and 2024 Private Warrants to purchase up to 3,950,343 Ordinary Shares at a purchase price of $0.70 per unit, and (ii) pre-funded warrants to purchase up to 658,372 Ordinary Shares (the “2024 Pre-Funded Warrants”) and 2024 Private Warrants to purchase up to 658,372 Ordinary Shares, at a purchase price of $0.70, less $0.001 per unit with a 2024 Pre-Funded Warrant. Each 2024 Pre-Funded Warrant is exercisable for one Ordinary Share at an exercise price of $0.001 per Ordinary Share. Each 2024 Private Warrant is exercisable for one Ordinary Share at an exercise price of $1.10 per Ordinary Share. The 2024 Private Warrants are immediately exercisable and may be exercised at any time until the end of June 2026. The 2024 Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the 2024 Pre-Funded Warrants are exercised in full. As of June 30, 2025, all of the 2024 Pre-Funded Warrants were exercised and none of the 2024 Private Warrants were exercised. Subsequent to June 30, 2025, 855,714 2024 Warrants were exercised into Ordinary Shares - see note 11 (1). |
The Company concluded that the 2024 Private Warrants
and 2024 Pre-Funded Warrants are not within the scope of ASC 480. Further, applying ASC 815-40, the Company concluded that the 2024 Private
Warrants and 2024 Pre-Funded Warrants are indexed to the Company’s own share capital and meet the conditions for equity classification,
and thus should be presented within equity.
The gross proceeds received by the Company from the
December Private Placement were approximately $3,228, before deducting underwriting discounts and commissions and additional cash offering
costs totaled approximately $233. In addition, the Company agreed to pay fees of 4% from the proceeds that may be received in the event
of exercise of the 2024 Private Warrants issued in December 2024 Private Placement, issued to certain investors, which created a financial
liability. The fair value of the financial liability as of December 31, 2024 and June 30, 2025 is $69 which is the total potential amount
to be paid. The cash and non-cash issuance costs were recorded against additional paid in capital.
| 6. | On March 14, 2025, the Company entered into the Sales Agreement, pursuant
to which the Company could offer and sell, from time to time, through the sales agent, Ordinary Shares pursuant to an ATM facility, having
an aggregate offering price of up to $1,019. On April 10, 2025, the maximum aggregate offering price was increased to $1,917. As of June
30, 2025, the Company has sold 2,575,753 Ordinary Shares under the ATM facility. The gross proceeds received by the Company from sales
through the ATM facility were approximately $1,621, before deducting offering costs of approximately $113. Subsequent to June 30, 2025,
the shelf capacity was further increased to $14,686 and the Company issued additional 2,728,889 Ordinary Shares under the ATM facility
for gross proceeds of approximately $3,079- see Note 11 (2) and (3). |
| 7. | During the six-month period ending June 30, 2025, the Company issued an aggregate amount of 1,083,443
Ordinary Shares in connection with vested restricted share units, or RSUs, and an additional 81,633 Ordinary Shares in connection with
option exercises. |
B. Warrants reserves - Composition and
movements:
| 1. | The following table reconciles the movement in warrants outstanding at the beginning and end of the period: |
| | | Number of
Warrants | | | Weighted-average
exercise price | | | Weighted average remaining
contractual term
(in years) | | | Balance as of December 31, 2024 | | | 7,728,611 | | | | 4.14 | | | | 1.63 | | | Issued | | | - | | | | - | | | | - | | | Exercised | | | 658,372 | | | | 0.001 | | | | - | | | Expired | | | - | | | | - | | | | - | | | Balance as of June 30, 2025 | | | 7,070,239 | | | | 4.14 | | | | 1.14 | |
| 2. | The following table summarizes information about the Company’s outstanding warrants as of June 30,
2025. |
| Exercise Price | | Warrants outstanding
as of
June 30,
2025 | | | Expiration date | | 5.5 | | | 1,640,455 | | | 15/07/2026 | | 5.5 | | | 277,835 | | | 15/07/2025 | | 6.875 | | | 145,455 | | | 15/01/2027 | | 1.6 | | | 212,188 | | | 28/06/2027 | | 1.56 | | | 185,591 | | | 18/06/2028 | | 1.1 | | | 4,608,715 | | | 30/06/2026 | | Balance as of June 30, 2025 | | | 7,070,239 | | | | C. Loss per share:
Loss per share has been calculated using the weighted
average number of shares in issue during the relevant financial periods, the weighted average number of equity shares in issue and profit
for the period as follows:
| |
|
Year ended
June 30,
2025 |
|
|
Year ended
June 30,
2024 |
|
| Loss for the period |
|
|
6,398 |
|
|
|
6,240 |
|
| Total number of Ordinary Shares |
|
|
28,651,297 |
|
|
|
18,438,917 |
|
| Weighted average number of Ordinary Shares |
|
|
26,782,603 |
|
|
|
16,628,582 |
|
| Basic and diluted loss per share |
|
|
(0.24 |
) |
|
|
(0.38 |
) |
|