v3.26.1
CONVERTIBLE LOANS
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
CONVERTIBLE LOANS

NOTE 10 – CONVERTIBLE LOANS

 

a.Long-Term Convertible Loans

 

The tables below summarize the Company’s outstanding convertible loans as of December 31, 2024 and December 31, 2023 respectively:

 

Principal

   Issuance Date   Current Interest Rate   Current
Maturity		   Current Conversion Price of loan into equity 
Amount   (Year)   %   (Year)   $ 
Convertible Loans Outstanding as of December 31, 2024     
$100    2019      8%   2024      10.3 
 100    2020    8%   2024    10.3 
 1,150    2022    6%   *2023    45.0 
 5,000    2023    8%   2026    24.6 
$6,350                     

 

*Following the balance sheet date, the maturities of the loans were extended to dates in 2025.
**Was not yet paid by December 31, 2024.

 

Convertible Loans Outstanding as of December 31, 2023

 

$750    2018    10%   2026    2.50 
 1,500    2019    10%   2026    2.50 
 100    2019    8%   2024    2.50 
 5,000    2019    10%   2026    2.50 
 100    2020    8%   2024    7.00 
 5,000    2022    10%   2026    2.50 
 1,150    2022    6%    **2023    4.50 
 5,000    2023    8%   2026    2.46 
 735    2023    8%   2024    * 
$19,335                     

 

*The conversion price is not fixed and is contingent on the terms under the loan agreement.
**Was not yet paid by December 31, 2023.

 

Convertible Loans repaid during the year ended December 31, 2023

 

Principal Amount    

Issuance

Year

    

Interest

Rate

    

Maturity

Period

    

Exercise

Price

  
  3,000       2022       10 %     1     $ 2.5  

 

Debt Exchange Agreements

 

On May 21, 2024, the Company entered into debt exchange agreements with three convertible debt holders pursuant to which a total of $16,007 of outstanding principal and accrued interest was exchanged for the right to receive an aggregate of 1,577,695 shares of the Company’s Common Stock. During the year ended December 31, 2024, the Company issued an aggregate of 1,577,694. The Company reduced the exchange price from $25.0 to $10.3 per share for a total of $14,784 of outstanding principal. As a result, the Company recorded an induced conversion expense equal to the fair value of the incremental consideration, amounting to $4,304.

 

Additional notes related to changes in convertible loans terms that occurred in 2024

 

In January 2024, the Company and lender agreed to extend the maturity date of the loan amount to December 31, 2026. Inconsideration for such extension, the Company issued to the lender warrants to purchase 84,000 shares of Common Stock at an exercise price of $8.5 per share. Based on its analysis, the Company concluded that this change in terms should be accounted for as an extinguishment loss of $141. The loan amount was included in the debt exchange agreement.

 

 

Koligo Convertible Loan

 

On March 27, 2023, the Company’s subsidiary Koligo Therapeutics Inc. (“Borrower”), entered into a convertible loan agreement (the “Convertible Loan Agreement”) with Yehuda Nir (the “Lender,” and together with the Borrower, the “Parties”), pursuant to which the Lender agreed to loan the Borrower up to $5,000 (the “Loan Amount”). Interest is calculated at 8% per annum (based on a 365-day year) and is payable, along with the principal, on or before January 1, 2024 (the “Maturity Date”). The Maturity Date may be extended by the Lender in the Lender’s sole and absolute discretion and any such extension(s) shall be in writing signed by the Parties. The Loan Amount may be prepaid by the Borrower in whole or in part at any time with the prior written approval of the Lender.

 

If prior to December 31, 2023, the Borrower issues equity securities (“Equity Securities”) in a transaction or series of related transactions resulting in aggregate gross proceeds to the Borrower of at least $5,000 (excluding conversion of the Loan Amount) (a “Qualified Financing”), then the outstanding principal amount of the Loan Amount, and any and all accrued but unpaid interest thereon (collectively, the “Outstanding Amount”), will automatically convert into such Equity Securities issued pursuant to the Qualified Financing at a price per share equal to fifty percent (50%) of the price per share paid for each share of the Equity Securities purchased for cash by the investors in the Qualified Financing (the “Mandatory Conversion”). The per share price for the Mandatory Conversion shall be calculated on a fully diluted basis (including equity underlying all outstanding options, warrants, and other convertible securities, but excluding the Equity Securities issuable upon the Mandatory Conversion).

 

The Parties agreed that the Lender shall have the option to assign $1,500 of the Loan Amount due to the Lender under that certain convertible loan agreement between the Lender and the Company dated April 21, 2022, as amended, (collectively the “Original Loan”), to the Borrower (the “Loan Assignment”). The terms of the Loan Assignment will be the same as under the Original Loan, including a maturity date of January 31, 2026 and an annual interest rate of 10%. The Loan Assignment will be subject to the Mandatory Conversion as described above. As of the date of the issue of these financial statements, said assignment has not occurred.

 

Under the terms of the Koligo Convertible Loan Agreement, the Borrower agreed to use the Loan Amount to fund working capital and ongoing operations and for no other purposes unless the Lender agrees in writing. As of December 31, 2024, Koligo received $773 under the Koligo Convertible Loan Agreement, which was converted into shares in May 2024.

 

In January 2024, the Company and Lender agreed to extend the maturity date of the loan amount to December 31, 2026. The Company awarded warrants to purchase 840,000 of the Company’s Common Stock at a price of $0.85 per share, and granted Lender the right to convert any part of the Outstanding amount into Common Stock of the Company at the conversion rate of $0.85 per share.