Note
7 – Significant events during the reporting period.
| a. | On January 21, 2025, the Company entered into an At The
Market Offering Agreement (the “Offering Agreement”), with H.C. Wainwright & Co., LLC (“Wainwright”),
pursuant to which the Company may offer and sell, from time to time through Wainwright shares of the Company’s common stock
having an aggregate offering price of up to $4.1
million. The Company is not obligated to make any sales of the shares under the Offering Agreement. The offering of shares pursuant
to the Offering Agreement will terminate upon the earliest of (a) the sale of all of the shares subject to the Offering Agreement
and (b) the termination of the Offering Agreement by Wainwright or the Company, as permitted therein. The Company agreed to pay to
Wainwright a cash commission of 3% of the gross sales price of any shares of common stock sold under the Offering Agreement. As of
the date hereof, the Company sold 344,047
shares (after giving effect to the reverse stock split, see also Note 1(c)) pursuant to the Offering Agreement for aggregate gross
proceeds of approximately $3.903
million. |
| b. | On
January 27 2026, the Company entered into a Capital Advance agreement with Payoneer Inc.
Under the terms of this arrangement, the Company received an upfront cash advancement of
$400 in exchange for the commitment of future marketplace future sales. Payoneer automatically
collects a contractually agreed-upon 21% of the Company’s gross daily marketplace payouts
until the total face-value obligation of $424 is fully satisfied. The facility is non-compounding,
features a single fixed capital fee of $24, and is structurally scheduled for full settlement
within the current fiscal year. The Company determined that in accordance with ASC 470-10-25-2
that the agreement gives rise to a debt instrument. Consequently, in accordance with ASC
470 (Debt), the arrangement is accounted for as a Short term Loan and is classified within
Current Liabilities on the Consolidated Balance Sheet. The fee of $24 is recorded over the
term of the loan in the financial expenses in the consolidated Income statement. |
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