v3.26.1
Shareholders' Equity
 12 Months Ended
Dec. 31, 2025
Shareholders’ Equity [Abstract]  
SHAREHOLDERS' EQUITY

NOTE 8 – SHAREHOLDERS’ EQUITY

 

Ordinary shares:

 

Successor:

 

On July 23, 2024, the Company issued to the former Predecessor shareholders an aggregate of 23,171,642 restricted shares of the Company’s common stock, representing 40% of the outstanding shares of the Company immediately following closing (see note 3).

 

Share-based payment

 

Successor:

 

a.On February 9, 2024, the Successor’s Board of Directors approved the following:

 

1.Amendment to the Company’s Global Share Incentive Plan (2021), increasing the number of shares available for issuance under Company’s Global Share Incentive Plan (2021) to 20,000,000 (the “Plan Amendment”). The Plan Amendment became effective on the date of the approval by the Board of Directors, but it is subject to approval by the holders of a majority of the voting power of the Company within 12 months, pursuant to section 422(b)(1) of the Internal Revenue Code.
2.A grant to the Successor’s former Chief Executive Officer 3,800,000 stock options at an exercise price of $0.001 per share. 1,900,000 options were fully vested upon grant and the remaining 1,900,000 options are scheduled to vest on a quarterly basis over two years in equal quarterly instalments of 237,500 options, beginning with the quarter ended March 31, 2024. The options are exercisable within eight years from grant date. The aggregate grant date fair value of such options was approximately $4,770.

 

3.A grant to the Chairman of the Board 160,000 stock options at an exercise price of $0.40 per share. 80,000 options were fully vested upon grant and the remaining 80,000 options are scheduled to vest on a quarterly basis over 2 years in equal quarterly instalments of 10,000 options, beginning with the quarter ended March 31, 2024. The options are exercisable within eight years from the grant date. The aggregate grant date fair value of such options was approximately $190.

 

b.On November 11, 2024, following discussions with the management of the Company, the Board has determined that it is advisable and in the best interests of the Company and its stockholders to further amend the Plan, as amended (“Amendment #2”), to reduce the maximum number of shares reserved for issuance under the Plan from 20,000,000 shares of Common Stock to 10,000,000 shares of Common Stock. Amendment No. 2 became effective on the date of the approval by the Board of Directors, but it is subject to approval by the Company’s shareholders within 12 months, pursuant to section 422(b)(1) of the Internal Revenue Code.

 

c.On December 31, 2024, the Board approved a grant under the Company’s Global Share Incentive Plan (2021) to an employee of the Predecessor of 740,000 stock options at an exercise price of $0.30 per share. Of the options granted, options for 560,000 shares were fully vested upon grant and the remaining 180,000 options are to be vest on April 10, 2025. The options exercisable within ten years from grant date. The aggregate grant date fair value of such options was approximately $424.

 

The fair value of the successor’s share options granted during the period commencing July 24, 2024 through December 31, 2024 was estimated using the black Scholes model using the following range assumptions:

 

Description  December 31,
2024		 
     
Risk-free interest rate   4.51%
Expected volatility   105.6%
Dividend yield   0 
Expected term   10 
Exercise price (USD)   0.3 

 

d.On April 8, 2025, Company’s subsidiary Lipovation, by a resolution of its Board of Directors, has terminated its share option plan and received from all option grantees waivers for the cancellation of their options without any claims, rights, obligations, damages and liabilities of any nature pursuant to the termination of their terminated options. As such, the remaining non-controlling interest at the amount of $809 were classified as of such date under additional paid in capital.

 

e.On December 31, 2024, Company’s president and Chief Operating Officer exercised 2,800,000 options into 2,800,000 common stocks. Each option had an exercise price of $0.001 per common stock.

Share-based expenses recognized in the financial statements:

 

   Successor   Predecessor 
   For the
year ended
December 31		   For the period
commencing
July 24
through
December 31		   For the period
commencing
January 1
through
July 23		 
   2025   2024   2024 
             
Research and development expenses   103    709    710 
General and administrative expenses   521    580    
-
 
                
Net loss and comprehensive loss   624    1,289    710 

 

   Predecessor 
   Number of
options		   Weighted
average
exercise
price		   Weighted
average
remaining
contractual
terms
(in years)		   Aggregate
intrinsic
value		 
                 
Outstanding at December 31, 2023   5,657    100    9.88    
     -
 
Grants   8,600    100    10    
-
 
Outstanding at July 23, 2024   14,257    100    9.61    
-
 
                     
Vested and expected to vest at July 23, 2024   7,129    100    9.61    
-
 
Exercisable at July 23, 2024   7,129    100    9.61    
-
 
   Successor 
   Number of
options		   Weighted
average
exercise
price		   Weighted
average
remaining
contractual
terms
(in years)		   Aggregate
intrinsic
value		 
                 
Outstanding at July 24, 2024   7,020,000    0.18    6.1    
    -
 
Grants   740,000    0.3    10    
-
 
Exercised   (2,800,000)               
                     
Outstanding at December 31, 2024   4,960,000    0.3    6.1    
-
 
                     
Vested and expected to vest at December 31, 2024   4,960,000    0.3    6.1    
-
 
                     
Exercisable at December 31, 2024   3,790,000    0.38    5.1    
-
 

 

   Successor 
   Number of
options		   Weighted
average
exercise
price		   Weighted
average
remaining
contractual
terms
(in years)		   Aggregate
intrinsic
value		 
                 
Outstanding at January 1, 2025   4,960,000    0.3    6.1    
    -
 
Forfeited   (690,000)   
-
    -    - 
                     
Outstanding at December 31, 2025   4,270,000    0.3    4.9    
-
 
                     
Vested and expected to vest at December 31, 2025   4,270,000    0.3    4.9    
-
 
                     
Exercisable at December 31, 2025   4,270,000    0.38    5.1    
-