| SUBSEQUENT EVENTS |
NOTE 13 – SUBSEQUENT EVENTS
|
a. |
On July 9, 2024, the Company’s stockholders
approved the following items regarding the shares of the Company’s Common Stock: |
|
1. |
conversion of up to 40,470 and 216,417 Redeemable Convertible Preferred Shares issued at the Acquisition
and the March 2024 PIPE, respectively, into up to 256,887,000 shares of the Company’s Common Stock. Subsequently, on July 15, 2024,
109,152 Redeemable Convertible Preferred Shares were converted into 109,152,000 shares of the Company’s Common Stock according to
beneficial ownership limitations set by certain investors. |
|
2. |
issuance of up to 120,148,806 shares of Common Stock upon the exercise of the Merger Warrants, Private
Placement Warrants, Agents Warrants and Landlord Warrants. |
|
3. |
increasing the number of authorized shares of Common Stock from 120,000,000 shares, par value $0.0001 per share, to 750,000,000 shares,
par value $0.0001 per share. |
|
4. |
increasing the number of shares of Common Stock under the Company’s 2019 Omnibus Long-Term Incentive Plan (the “2019 Plan”)
to be equal to 15% of the total number of fully-diluted shares of Common Stock outstanding as of the approval date, or 78,000,000 shares. |
|
5. |
authorize the Board of Directors to effect a reverse stock split of
all outstanding shares of Common Stock, at any ratio between 1-for-5 and 1-for-10 at such time as the Board of Directors shall determine,
in its sole discretion (the “Reverse Stock Split”), at any time before July 9, 2025. On August 8, 2024, the Board of Directors
approved a 1-for-10 Reverse Stock Split of the Company’s shares of Common Stock. The Reverse Stock Split will become effective on
August 26, 2024. All references made to share or per share amounts in the accompanying unaudited consolidated financial statements and
applicable disclosures herein, unless otherwise indicated, are presented on a pre-split basis. The following table provides pro forma
loss (earnings) per share of common stock, giving retroactive effect to the Reverse Stock Split: |
| |
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
| |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
| Loss (earnings) per share of common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic - pro forma |
|
|
(0.14 |
) |
|
|
1.24 |
|
|
|
1.95 |
|
|
|
3.05 |
|
| Diluted - pro forma |
|
|
0.69 |
|
|
|
1.24 |
|
|
|
1.95 |
|
|
|
3.05 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average number of shares of common stock outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic - pro forma |
|
|
6,980,942 |
|
|
|
5,155,292 |
|
|
|
6,605,951 |
|
|
|
4,186,034 |
|
| Diluted - pro forma |
|
|
10,750,193 |
|
|
|
5,155,292 |
|
|
|
6,605,951 |
|
|
|
4,186,034 |
|
The number of issued and outstanding
shares of Common Stock, giving retroactive effect to the Reverse Stock Split, as of June 30, 2024, and December 31, 2023, is 6,980,645
and 4,597,993, respectively.
|
b. |
On July 11, 2024, the Board of Directors approved the grant of 15,677,950 options to 51 employees, six
senior officers and seven directors under the 2019 Plan, without consideration. Options were granted at an exercise price of $0.363 per
share with a vesting period of four years. Directors and senior officers are entitled to full acceleration of their unvested options upon
the occurrence of both a change in control of the Company and the end of their engagement with the Company. |
|