WARRANTS TO PURCHASE ORDINARY SHARES |
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Mar. 31, 2026 |
Dec. 31, 2025 |
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| Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| WARRANTS TO PURCHASE ORDINARY SHARES |
NOTE
4 - WARRANTS TO PURCHASE ORDINARY SHARES:
On
January 15, 2025, the Company offered and sold in, and January 17, 2025, the Company completed, a public offering (the “January
Offering”) of 14,309
ordinary shares and 14,309
ordinary warrants to purchase up to 14,309
ordinary shares, at a purchase price of $202.5
per ordinary share and accompanying warrant, and 10,386
pre-funded warrants to purchase up to 10,386
ordinary shares (the “January Pre-Funded Warrants”) and 10,386
ordinary warrants to purchase up to 10,386
ordinary shares, at a purchase price of $202.5
per pre-funded warrant and accompanying ordinary warrant (all such ordinary warrants sold with the ordinary shares and January Pre-Funded
Warrants, the “January Ordinary Warrants”). The aggregate gross proceeds to the Company from the January Offering were approximately
$5,000,
net of transaction costs of $745.
The
January Pre-Funded Warrants were immediately exercisable at an exercise price of $0.015 per
ordinary share and were not to expire until exercised in full. The January Ordinary Warrants have an exercise price of $202.5
per ordinary share, were immediately exercisable, and can be exercised for five
years from issuance.
As
of March 31, 2026, all 10,386 January
Pre-Funded Warrants had been exercised for 10,386 ordinary
shares, and a total of 4,270 January
Ordinary Warrants had been exercised for 4,270 ordinary
shares, for total proceeds of $0.9 million.
As
compensation for the placement agent's role in the January Offering, the Company issued to it warrants to purchase up to 1,729
ordinary shares. Those placement agent warrants had an exercise price of $253.1 per
ordinary share, were exercisable for five
years from the date of the commencement of sales in the January Offering, and otherwise reflected substantially the
same terms as the ordinary warrants sold in the January Offering.
On
January 29, 2025, the Company entered into an inducement offer letter agreement (the “January Inducement Offer”) with holders
of 14,810
of the Company’s January Ordinary Warrants. Pursuant to the January Inducement Offer, on January 30, 2025, those holders exercised
those warrants for cash and purchased 14,810
ordinary shares at a cash exercise price of $202.5
per share. As consideration for the holders’ agreement to exercise, the Company issued to them new ordinary warrants to purchase
up to an aggregate of 14,810
ordinary shares at an exercise price of $225
per share (the “January New Ordinary Warrants”). The exercising holders also paid the Company an additional $18.75
per January New Ordinary Warrant issued to them. The Company received aggregate gross proceeds of approximately $3,276 from
the exercise of the existing January Ordinary Warrants by the holders, net of placement agent fees and other offering expenses of $462.
Upon
exercise for cash of any January New Ordinary Warrants, in certain circumstances, the placement agent will receive from the Company a
cash fee of 8.0%
of the aggregate gross exercise price. Pursuant to the January Inducement Offer transaction, the Company also issued to the placement
agent warrants to purchase up to 1,037
ordinary shares, which have the same terms as the January New Ordinary Warrants issued in the transaction, except that the placement agent
warrants have an exercise price equal to $276.6
per share. Upon exercise for cash of any January New Ordinary Warrants, in certain circumstances, the Company will issue to the placement
agent warrants that are exercisable for 7.0%
of the number of ordinary shares issuable upon the exercise of those January New Ordinary Warrants. As of March 31, 2026, the payment
of cash fees and issuance of additional warrants to the placement agent upon exercise of January New Ordinary Warrants were not probable.
Both
the January New Ordinary Warrants and the placement agent warrants were immediately exercisable from the date of their issuance until
April 1, 2027. |
NOTE
8 - WARRANTS TO PURCHASE ORDINARY SHARES:
On
January 15, 2025, and again on September 11, 2025, the Company offered and sold in, and on January 17, 2025 and September 12, 2025, the
Company completed, public offerings (the “January Offering” and “September Offering”, respectively) of its securities.
In the January Offering, the Company offered and sold 14,309
ordinary shares and 14,309
ordinary warrants to purchase up to 14,309
ordinary shares, at a purchase price of $202.5
per ordinary share and accompanying warrant, and 10,386
pre-funded warrants to purchase up to 10,386
ordinary shares (the “January Pre-Funded Warrants”) and 10,386
ordinary warrants to purchase up to 10,386
ordinary shares, at a purchase price of $202.5
per pre-funded warrant and accompanying ordinary warrant (all such ordinary warrants sold with the ordinary shares and January Pre-Funded
Warrants, the “January Ordinary Warrants”). In the September Offering, the Company offered and sold 139,225
ordinary shares and 10,775
pre-funded warrants to purchase 10,775
ordinary shares (the “September Pre-Funded Warrants”), each
of which ordinary share and pre-funded warrant was sold together with two ordinary warrants— one Series A ordinary warrant and one
Series B ordinary warrant, or 150,000 Series A ordinary warrants and 150,000 Series B ordinary warrants in total (collectively, the “September
Ordinary Warrants”). The purchase price was $40.00
per ordinary share and accompanying two September Ordinary Warrants, and $39.999
per pre-funded warrant and accompanying two September Ordinary Warrants. The aggregate gross proceeds to the Company from the January
Offering and September Offering were approximately $5,000
and $6,000,
respectively, net of transaction costs of $745
and $805,
respectively.
The
January Pre-Funded Warrants were immediately exercisable at an exercise price of $0.015
per ordinary share, and the September Pre-Funded Warrants were immediately exercisable at an exercise price of $0.001
per ordinary share, and do not expire until exercised in full. The January Ordinary Warrants are exercisable at a price of $202.5
per ordinary share. and expire five
years after issuance. The September Ordinary Warrants are exercisable at a price of $40
per ordinary share, with Series A ordinary warrants and Series B ordinary warrants expiring five
years and one
year, respectively, after issuance.
As
of December 31, 2025, all 10,386 January
Pre-Funded Warrants had been exercised for 10,386
ordinary shares, and a total of 4,270 January
Ordinary Warrants had been exercised for 4,270
ordinary shares, for total proceeds of $0.9
million.
As
of December 31, 2025, all 10,775 September
Pre-Funded Warrants had been exercised for 10,775
ordinary shares, and a total of 44,500 September
Ordinary Warrants had been exercised for 44,500
ordinary shares, for total proceeds of $1.78
million. These exercises of September Ordinary Warrants occurred subsequent to, and were not related to, the January Inducement Offer
or July Inducement Offer transactions (which are described in b. below).
As
compensation for the placement agent’s role in the January Offering and September Offering, the Company issued to it warrants to
purchase up to 1,729,
and 10,500,
ordinary shares, respectively. Those placement agent warrants had exercise prices of $253.1
and $50
per ordinary share, respectively, were exercisable for five years
from the date of the commencement of sales in the January Offering or September Offering (as applicable), and otherwise reflected substantially
the same terms as the January Ordinary Warrants or September Ordinary Warrants (as applicable) sold in the January Offering or September
Offering (as applicable).
On
January 29, 2025, the Company entered into an inducement offer letter agreement (the “January Inducement Offer”) with holders
of 14,810
of the Company’s January Ordinary Warrants. Pursuant to the January Inducement Offer, on January 30, 2025, those holders exercised
those warrants for cash and purchased 14,810
ordinary shares at a cash exercise price of $202.5
per share. As consideration for the holders’ agreement to exercise, the Company issued to them new ordinary warrants to purchase
up to an aggregate of 14,810
ordinary shares at an exercise price of $225
per share (the “January New Ordinary Warrants”). The exercising holders also paid the Company an additional $18.8
per January New Ordinary Warrant issued to them. The Company received aggregate gross proceeds of approximately $3,276
from the exercise of the existing January Ordinary Warrants by the holders, net of placement agent fees and other offering expenses of
$462.
Upon
exercise for cash of any January New Ordinary Warrants, in certain circumstances, the placement agent will receive from the Company a
cash fee of 8.0%
of the aggregate gross exercise price. Pursuant to the January Inducement Offer transaction, the Company also issued to the placement
agent warrants to purchase up to 1,037
ordinary shares, which have the same terms as the January New Ordinary Warrants issued in the transaction, except that the placement agent
warrants have an exercise price equal to $276.6
per share. Upon exercise for cash of any January New Ordinary Warrants, in certain circumstances, the Company will issue to the placement
agent warrants that are exercisable for 7.0%
of the number of ordinary shares issuable upon the exercise of those January New Ordinary Warrants. As of December 31, 2025, the payment
of cash fees and issuance of additional warrants to the placement agent upon exercise of January New Ordinary Warrants were not probable.
Both
the January New Ordinary Warrants and the placement agent warrants were immediately exercisable from the date of their issuance until
April 1, 2027.
On
July 31, 2025, the Company entered into an additional inducement offer letter agreement (the “July Inducement Offer”) with
holders of 15,211
of the Company’s existing ordinary warrants, of which (i) 2,247
were January Ordinary Warrants, and (ii) 12,964
were January New Ordinary Warrants.
The
closing under the July Inducement Offer occurred on August 1, 2025, when those holders exercised those warrants for cash and purchased
15,211
ordinary shares at a reduced cash exercise price of $115.7
per share. The Company received aggregate gross proceeds of approximately $1,760
from the exercise of the existing ordinary warrants by the holders, net of placement agent fees and other offering expenses of $278.
As
consideration for the holders’ agreement to exercise, the Company issued to them new ordinary warrants to purchase up to an aggregate
of 30,422
ordinary shares at an exercise price of $113.2
per share (the “July Ordinary Warrants”). The July Ordinary Warrants are exercisable from August 19, 2025 until the 24-month
anniversary of the effective date of the resale registration statement under which the Company registered the resale of the ordinary shares
underlying those warrants and the placement agent warrants (as referenced below)—i.e., until September 4, 2027.
Pursuant
to the July Inducement Offer transaction, the Company also issued to the placement agent warrants to purchase up to 1,065
ordinary shares, which have the same terms as the July Ordinary Warrants, except that the placement agent warrants have an exercise price
equal to $144.6
per share. Upon exercise for cash of any July Ordinary Warrants, in certain circumstances, the placement agent will receive from the Company
a cash fee of 8.0% of the aggregate gross exercise price, as well as additional placement agent warrants exercisable for 7.0%
of the number of ordinary shares issuable upon the exercise of those July Ordinary Warrants.
Summary
of Outstanding warrants to purchase ordinary shares:
Below is a summary of the Company's Outstanding warrants to purchase ordinary shares for the year ended December 31, 2025:
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