SUBSEQUENT EVENTS |
12 Months Ended | |||||||||||||||||||||||||||
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Dec. 31, 2025 | ||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | ||||||||||||||||||||||||||||
| SUBSEQUENT EVENTS |
NOTE
12 - SUBSEQUENT EVENTS:
On
April 28, 2026, the Company initially held, and on May 5, 2026, the Company reconvened, an extraordinary general meeting at which the
Company’s shareholders approved, via an ordinary resolution, each of the following three proposals:
Upon
receipt of the foregoing approval of the increase in authorized share capital, the Company filed an effective amendment to its memorandum
of association with the Registrar of Companies of the Cayman Islands on May 5, 2026, at which time that increase became effective.
On
May 5, 2026, the Company’s Board of Directors, followed by the Company’s shareholders (pursuant to Proposal 3 at the Company’s
reconvened extraordinary general meeting, as described in paragraph (b) of this Note 12), approved a 1-for-10
reverse share split of the Company’s ordinary shares, (the “Reverse Share Split”). As a result of the Reverse Share
Split, all issued and outstanding, and all authorized but unissued, ordinary shares, par value $0.0135,
of the Company, will be consolidated on a 1-for-10
basis, into a lesser number of ordinary shares, par value $0.135
per share, of the Company. The Reverse Share Split became effective on May 29, 2026.
On
May 15, 2026, the Company entered into an inducement offer letter agreement (the “May 2026 Inducement Offer”) with holders
of 199,510
of the Company’s existing ordinary warrants, of which (i)
102,250
were Series A warrants that had been issued in the Company’s public offering completed in September 2025 and had a five-year exercise
term and an exercise price of $40.0
per underlying ordinary share, (ii)
77,875
were Series B Warrants that had been issued in that September 2025 public offering and had a one-year exercise term and an exercise
price of $40.0
per underlying ordinary share, and (iii) 19,385
warrants had been issued in the Company’s prior warrant inducement transaction completed on August 1, 2025 and had a 24-month exercise
term and an exercise price of $113.2
per underlying ordinary share.
The
closing under the May 2026 Inducement Offer occurred on May 15, 2026, when those holders exercised those warrants for cash and purchased
199,510
ordinary shares at a reduced cash exercise price of $5.0
per share. The Company received aggregate gross proceeds of approximately $1.0
million from the exercise of the existing ordinary warrants by the holders, net of placement agent fees and other offering expenses of
$0.2
million.
As
consideration for the holders’ agreement to exercise, the Company issued to them new ordinary warrants to purchase up to an aggregate
of 399,020
ordinary shares at an exercise price of $5.0
per share (the “May 2026 Ordinary Warrants”), of which 204,500
(Series C) warrants are exercisable for a five-year period, and 194,520
(Series D) warrants are exercisable for a twenty-four (24) month period, in each case beginning with the later of (x) the date of shareholder
approval of the warrant exercise transaction, and (y) the 24-month anniversary of the effective date of the resale registration statement
under which the Company is required to register the resale of the ordinary shares underlying those warrants and the placement agent warrants
(as referenced below).
Pursuant
to the May 2026 Inducement Offer transaction, the Company also issued to the placement agent warrants to purchase up to 13,966
ordinary shares, which have the same terms as the May 2026 Ordinary Warrants that are exercisable for a twenty-four (24) month period,
except that the placement agent warrants have an exercise price equal to $6.25
per share. Upon exercise for cash of any May 2026 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 May 2026 Ordinary Warrants.
In
connection with the May 2026 warrant exercise inducement transaction, the Company converted $299
of the principal amount under the Related Party Promissory Note into 59,853
ordinary shares, which it issued to the Sponsor, at the same price per share $5.0
- at which the warrants were exercised in the May 2026 Inducement Offer.
In
connection with the sale of 108,826 ordinary shares to investors under the ATM facility on May 2026 at an average price per share of $3.2,
the Company converted $105 of the principal amount under the Related Party Promissory Note into 32,648 ordinary shares, which it issued
to the Sponsor at the same price of $3.2 per share as in that transaction.
Following
the foregoing conversions under the Related Party Promissory Note, the balance under that note stood at $1,229
as of the date of these financial statements.
In
April 2026, the Company initiated filings in the Cayman Islands for the dissolution of its inactive subsidiary, Moringa, which had served
as the SPAC with which the Company had combined pursuant to the Transactions under the A&R BCA. The Company expects the dissolution
to be complete as of June 30, 2026. |