v3.26.1
Common Stock and Preferred Shares
 6 Months Ended
Jun. 30, 2026
Common Stock and Preferred Shares [Abstract]  
COMMON STOCK AND PREFERRED SHARES

NOTE 6 – COMMON STOCK AND PREFERRED SHARES

 

  a. The Company’s share capital is as follows:

 

    June 30, 2026     December 31, 2025  
    Unaudited     Audited  
    Authorized     Issued and
outstanding		     Authorized     Issued and
outstanding		  
Common stock     50,000,000       11,246,252       50,000,000       11,246,252  
Preferred shares     10,000,000       -       10,000,000       -  

  

On March 22, 2022, the Company amended its Certificate of Incorporation and increased the number of authorized shares to 3,000,000,000 shares with a par value of $0.0001 of which 2,990,000,000 shares were be common stock with a par value of $0.0001 and 10,000,000 shares were preferred share with a par value of $0.0001.

 

On December 2, 2024, the Company amended its Certificate of Incorporation and decreased the number of authorized shares to 60,000,000 shares with a par value of $0.0001 of which 50,000,000 shares are common stock with a par value of $0.0001 and 10,000,000 shares are preferred shares with a par value of $0.0001.

 

There were no preferred shares outstanding as of June 30, 2026 and December 31, 2025.

 

Each common stock is entitled to receive dividends, participate in the distribution of the Company’s net assets upon liquidation and to receive notices of participation and voting (at one vote per share) at the general meetings of the Company’s shareholders on any matter upon which the general meeting is authorized to be held.

 

Pursuant to Note 1, upon the consummation of the Acquisition Agreement, CR Ltd. became a wholly-owned subsidiary of the Company and former shareholders of CR Ltd. received 72.88% of the issued and outstanding common stock of the Company. On April 7, 2023, the Acquisition closed, and the former shareholders of CR Ltd. were issued 6,146,188 common stock of the Company.

 

During the year ended December 31, 2025, the Company issued a total of 185,211 newly issued shares of common stock in a private placement offering for gross proceeds of $306. The Company also issued 111,688 shares as finders’ fees for past private placement offerings. The Company did not issue any shares of common stock in private placements during the six months ended June 30, 2026.

 

On June 24, 2025, the Company entered into the Revoltz Exchange Agreement with Revoltz and the Exchanging Shareholders. See Note 3.

  

  b. Warrants:

 

  1. Pursuant to the Acquisition Agreement, as amended by the Extension Agreement (see Note 10), the Company agreed to issue to the former shareholders of CR Ltd. warrants to purchase 6,150,000 shares of common stock (the “Milestone Warrants”), which such Milestone Warrants are issuable upon the Company achieving each of the three (3) performance milestones (collectively, the “Earn Out Milestones”) as set forth below:

 

  (i) In-house demonstration for automatic robotic charging of an electric vehicle – until December 31, 2025.

 

  (ii) Conditional Purchase Order for first system for automatic car parks – until December 31, 2025.
     
  (iii) Commercial agreement for pilot with an organization which was approved by the Company’s board – until December 31, 2025.

 

Following the achievement of all of the Earn Out Milestones, the Milestone Warrants will become immediately exercisable on the effectiveness date of an uplisting of the Company’s common stock to a national securities exchange at an exercise price of $0.01 per share and will expire the date sixty (60) months after such date.

 

On March 23, 2026, the Company entered into an earn-out milestone extension agreement with the holders of the Milestone Warrants pursuant to which the Company and the holders of the Milestone Warrants extended the deadline for the Company’s achieving the Earn Out Milestones from December 31, 2025 to December 31, 2026 and amended the first milestone to “A demonstration of wireless charging system capable of charging electric vehicle located inside an automated parking system”. Following the achievement of all of the Earn Out Milestones, the Milestone Warrants will become immediately exercisable on the effectiveness date of an uplisting of the Company’s common stock to a national securities exchange.

 

  2. On June 20, 2024, the Company issued 122,831 warrants to Automax Motors Ltd. (the “Automax Warrants”) with an exercise price of $12.82 in exchange for services received. The Automax Warrants expire on September 20, 2027. The Automax Warrants were accounted for as stock-based compensation. The fair value of the Automax Warrants was $19, using the Black-Scholes warrant pricing model using the following assumptions:

 

    June 20,
2024		  
Company common stock price   $ 0.55  
Exercise price   $ 12.82  
Dividend yield     0 %
Risk-free interest rate     4.46 %
Expected term (in years)     3.25  
Volatility     125 %

  

  3. On June 8, 2025, the Company issued the two lenders in the Facility Loan Agreements 100,000 Facility Warrants each. The Facility Warrants will become exercisable on the Uplist Date, have an exercise price of $15 per warrant and have a term of 5 years from the Uplist Date. The Facility Warrants were accounted for as additional paid-in capital and are included in the Company’s shareholders’ equity. The fair value of the Facility Warrants was $62, using the Black-Scholes warrant pricing model using the following assumptions:

 

    June 8,
2025		  
Company common stock price   $ 1.67  
Exercise price   $ 15.00  
Dividend yield     0 %
Risk-free interest rate     4.12 %
Expected term (in years)     5.00  
Volatility     72 %

 

  c. Stock options in the Company

 

As of June 30, 2026 and December 31, 2025, there are no outstanding stock options in the Company.