| STOCKHOLDERS’ EQUITY |
| NOTE 7:- |
STOCKOLDERS’ EQUITY |
| a. | In January 2023, the Company issued 255,750 shares of common stock following certain share purchase agreements dated November and December 2022. | | | b. | On January 8, 2023, certain investor of the Company and the Company signed an agreement to raise $250 and to issue 250,000 shares of common stock and 100,000 warrants to purchase common stock at an exercise price of $1.13 per share following the exercise of an option for additional investment. The warrants are exercisable until April 30, 2024. In January 2023, the investor and the Company agreed to raise $117 out of the $250 investment. As a result, the Company received $117 and issued 117,000 shares of common stock and the issuance of 100,000 warrants to purchase common stock of the Company were cancelled. |
| | c. | From March through June, 2023, certain investors of the Company and the Company signed an agreement to raise $198 and to issue 170,378 shares of common stock. The shares were issued in April 2023. |
| | d. | In May 2023, certain investor of the Company and the Company signed an agreement to exercise investors warrants into Company’s common stock. In May 2023, the investor transferred $123. |
| | e. | In June 2023, the Company issued 201,000 shares of common stock to Way of Life Cannabis Ltd., or WOLC, in connection with the services agreement dated October 2020. The value of the shares issued was based on the value of the service provided and amounted to $200. |
| | f. | From July through September, 2023, certain investors of the Company exercised their warrants into shares and as such, the Company received $480 (including $123 which was received in May 2023) and issued 1,454,250 shares of common stock. |
| | g. | In September 2023, certain investor of the Company and the Company signed an agreement to raise $50 and to issue 100,000 shares of common stock. |
| | h. | In September 2023, certain investor of the Company and the Company signed an agreement to exercise investors warrants into Company’s common stock for an amount of $180. In September and December 2023, the investor transferred $180 and the Company issued 180,000 shares. |
| | i. | In November 2023, certain investor of the Company and the Company signed an investment agreement according to which the investors transferred $116 and the Company issued 200,500 shares. |
| | j. | In December 2023, certain investors of the Company and the Company signed an agreement to exercise investors warrants into Company’s common stock for an amount of $100. In December 2023, the Company issued 200,000 shares. As of December 31, 2023, the consideration for the warrant exercise above was recorded as receivables from issuance of shares. |
| | k. | In January 2024, the Company and certain investors signed an investment agreement according to which the investors transferred $80 and the Company issued 58,500 shares. |
| | l. | In January 2024, the Company signed an agreement to raise $100 and to issue 100,000 shares of common stock and 100,000 warrants to purchase common stock at an exercise price of $1 per share to certain investor of the Company. The warrants were exercisable until December 31, 2024. |
| | m. | In January 2024, the Company received $100 from certain shareholder as part of shareholders’ warrants exercise which occurred in December 2023. |
| n | In May 2024, the Company issued 350,000
shares in connection with service agreement with certain service provider. There is no requisite service period for this grant. The fair
value of the warrants granted was $347 using the Black-Scholes-Merton option pricing model using the following assumptions: |
| | | May
2024 | | | Share price | | $ | 1 | | | Dividend yield | | | 0 | % | | Risk-free interest rate | | | 4.96 | % | | Expected term (in years) | | | 2 | | | Volatility | | | 0 | % | | Exercise price | | $ | 1 | |
Volatility assumed 0% due to lack of market trading of
the company share
| | s. | In May 2024, the Company signed an agreement to raise 350,000 warrants to purchase common stock at an exercise price of $0.01 per share to certain investor of the Company. |
| | o. | In January 2025, certain investor of the Company and the Company signed an investment agreement according to which the investors transferred $55 and the Company issued 115,000 shares and 55,000 warrants to purchase common stock at an exercise price of $1.00 per share. The warrants will expire on July 15, 2026. | | | | | | | p. | In January 2025, certain investor of the
Company and the Company signed an investment agreement according to which the investors transferred $50 and the Company issued 200,000
shares. | | | | | | | q. | In March 2025, The CEO of the Company and the Company signed an investment agreement according to which the CEO transferred $100 and the Company issued 200,000 shares and 100,000 warrants to purchase common stock at an exercise price of $1.00 per share. The warrants will expire on July 15, 2026. |
| r. | In March 2025, certain investor of the Company and the Company signed an investment agreement according to which the investors transferred $25 and the Company issued 50,000 shares and 10,000 warrants to purchase common stock at an exercise price of $1.00 per share. The warrants will expire on March 15, 2026. There is no requisite service period for this grant. The fair value of the shares granted was $175 using the share price of other investor at the time. The fair value of the warrants granted was $22 using the Black-Scholes-Merton option pricing model using the following assumptions: |
| | | March
2025 | | | Share price | | $ | 0.44 | | | Dividend yield | | | 0 | % | | Risk-free interest rate | | | 3.99 | % | | Expected term (in years) | | | 1.75 | | | Volatility | | | 80.05 | % | | Exercise price | | $ | 1 | |
| | s. | In March, 2025, the Company entered into a service agreement with Mr. Ajay Kumar Dhadha, pursuant to which Mr. Dhadha will serve as a member of our Board and as chairman of the Board. Pursuant to the service agreement, on March 5, 2025, the Company granted Mr. Dhadha 350,000 restricted shares of the Company’s Common Stock and warrants to purchase up to 250,000 shares of Common Stock at an exercise price of $1.00 per share, with a total value of $22. The warrants expired on December 31, 2026. |
| | t. | In March 2025, certain investor of the Company
and the Company signed an investment agreement according to which the investors transferred $10 and the Company issued 10,000 shares
and 5,000 warrants to purchase common stock at an exercise price of $2.50 per share. The warrants will expire on March 15, 2026. |
| | u. | In March 2025, the Company entered into a service agreement with Mr. Eliya Yehuda, pursuant to which Mr. Yehuda will serve as a member of our Board. Pursuant to the service agreement, on March 10, 2025, the Company granted Mr. Yehuda warrants to purchase up to 200,000 shares of Common Stock at an exercise price of $1 per share, with a total value of $9. The warrants will expire on March 10, 2026. There is no requisite service period for this grant. The fair value of the warrants granted was $9 using the Black-Scholes-Merton option pricing model using the following assumptions: |
| | | March
2025 | | | Share price | | $ | 0.44 | | | Dividend yield | | | 0 | % | | Risk-free interest rate | | | 3.99 | % | | Expected term (in years) | | | 1 | | | Volatility | | | 80.05 | % | | Exercise price | | $ | 1 | |
| | v. | In July, 2025, the Company entered into a
service agreement with Mr. Zvi Laufer, pursuant to which Mr. Laufer will serve as a member of our Board. Pursuant to the service agreement,
on July 31, 2025, the Company granted Mr. Laufer warrants to purchase up to 300,000 shares of Common Stock at an exercise price of $0.75
per share, with a total value of $39. The warrants will expire on July 31, 2027. There is no requisite service period for this grant.
The fair value of the warrants granted was $9 using the Black-Scholes-Merton option pricing model using the following assumptions: |
| | | July
2025 | | | Share price | | $ | 0.44 | | | Dividend yield | | | 0 | % | | Risk-free interest rate | | | 3.94 | % | | Expected term (in years) | | | 2 | | | Volatility | | | 80.05 | % | | Exercise price | | $ | 0.75 | |
| | w. | In December 2025, certain investor of the Company and the Company signed an investment agreement according to which the investors transferred $110 and the Company issued 200,000 shares. | | | x. | On November 11, 2025, Mr. Igal Luria Hayon exercised 350,000 warrants that were issued to him in May 2024 and transferred $4 to the company according to the exercise price of $0.01 per warrant. |
The following table summarizes information
regarding outstanding warrants to purchase the Company’s ordinary shares as of December 31, 2025:
| Issuance date | |
Number of
outstanding
Warrants | | |
Exercise
price per
warrant | |
| | |
| | |
| |
| January 16, 2025 | |
| 55,000 | | |
$ | 1 | |
| March 5, 2025 | |
| 250,000 | | |
$ | 1 | |
| March 10, 2025 | |
| 200,000 | | |
$ | 1 | |
| March 21, 2025 | |
| 5,000 | | |
$ | 2.5 | |
| March 21, 2025 | |
| 10,000 | | |
$ | 1 | |
| July 7, 2025 | |
| 100,000 | | |
$ | 1 | |
| July 31, 2025 | |
| 300,000 | | |
$ | 0.75 | |
| | |
| | | |
| | |
| | |
| 920,000 | | |
| | |
| | |
Number of warrants | | |
Weighted average exercise price | |
| | |
| | |
| |
| Outstanding at December 31, 2023 | |
$ | 2,307,000 | | |
$ | 1.07 | |
| Grants | |
| 350,000 | | |
| 0.01 | |
| Exercised | |
| - | | |
| | |
| Expired | |
| (307,000 | ) | |
| 1.12 | |
| | |
| | | |
| | |
| Outstanding at December 31, 2024 | |
| 2,350,000 | | |
| 0.9 | |
| Grants | |
| 920,000 | | |
| 0.93 | |
| Exercised | |
| 350,000 | | |
| 0.01 | |
| Expired | |
| 2,000,000 | | |
| 1.06 | |
| Outstanding at December 31, 2025 | |
| 920,000 | | |
| 0.93 | |
Significant assumptions used to estimate the fair
value of share-based compensation awards:
| Share price |
|
The price at the grant date |
| Dividend yield |
|
The company did not distribute dividends and do not expect to distribute in the forecasted future. |
| Risk-free interest rate |
|
Treasury bonds interest rates for the equivalent period time |
| Volatility |
|
Due to lack of trading the information of the industry market was used. We do not use different volatility method. |
The weighted-average grant-date fair value of
stock based compensation are:
| | |
2024 | | |
2025 | |
| Warrants | |
$ | 347 | | |
$ | 25 | |
| shares | |
| - | | |
$ | 175 | |
There are no other grants of shares or warrants authorized to be
issued for awards. Each equity grant is approved separately.
|