Exhibit 99.1
ZOOZ POWER LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF JUNE 30, 2025
ZOOZ POWER LTD
CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
AS OF JUNE 30, 2025
TABLE OF CONTENTS
ZOOZ POWER LTD
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30 2025 | December 31 2024 | |||||||
| U.S. dollars in thousands | ||||||||
| Assets | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | ||||||||
| Short term deposits | ||||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Inventory | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Restricted bank deposits | ||||||||
| Prepaid expenses | ||||||||
| Operating lease right of use assets | ||||||||
| Property and equipment, net | ||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | ||||||||
| Liabilities and equity | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | ||||||||
| Other payables and accrued expenses | ||||||||
| Short-term employee benefits | ||||||||
| Promissory note | ||||||||
| Promissory note - Related party | ||||||||
| Current maturities of operating lease liabilities | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Warrants liability | ||||||||
| Operating lease liabilities | ||||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES (Note 6) | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Share capital - Ordinary shares of NIS par value - Authorized: shares on June 30, 2025, and December 31, 2024; Issued and outstanding: shares on June 30, 2025, and on December 31, 2024 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL EQUITY | ( | ) | ||||||
| TOTAL LIABILITIES AND EQUITY | ||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 2 |
ZOOZ POWER LTD
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | ||||||||
| Cost of revenue | ||||||||
| Gross loss | ( | ) | ( | ) | ||||
| Research and development, net | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Finance income (expenses), net | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||
| Net loss per ordinary share attributable to shareholders - basic and diluted | ) | ) | ||||||
| Weighted average ordinary shares outstanding – basic and diluted | ||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 3 |
ZOOZ POWER LTD
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
U.S. dollars in thousands | ||||||||
| Net Loss | ( | ) | ( | ) | ||||
| Other Comprehensive gain (loss) | ||||||||
| Reporting currency translation gain (loss) | ( | ) | ||||||
| Total other comprehensive gain (loss) | ( | ) | ||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 4 |
ZOOZ POWER LTD
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
| Accumulated | ||||||||||||||||||||||||
| Share capital | Additional | other | ||||||||||||||||||||||
| Number of | paid-in | comprehensive | Accumulated | |||||||||||||||||||||
| Shares | Amount | capital | loss | loss | Total | |||||||||||||||||||
| BALANCE AS OF JANUARY 1, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| CHANGES IN 2025: | ||||||||||||||||||||||||
| Issuance of shares according to the SEPA | (*) | |||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||
| Other comprehensive gain | ||||||||||||||||||||||||
| BALANCE AS OF JUNE 30, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| (*) |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 5 |
ZOOZ POWER LTD
CONDENSED CONSOLIDATED STATEMENTS OF AND CHANGES IN SHAREHOLDERS’ EQUITY
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
| Accumulated | ||||||||||||||||||||||||
| Share capital | Additional | other | ||||||||||||||||||||||
| Number of | paid-in | comprehensive | Accumulated | |||||||||||||||||||||
| Shares | Amount | capital | income (loss) | loss | Total | |||||||||||||||||||
| BALANCE AS OF JANUARY 1, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
| CHANGES IN 2024: | ||||||||||||||||||||||||
| Public offering of shares, net of issuance costs of $ | ||||||||||||||||||||||||
| Reclassification of liability classified share-based compensation awards to equity | - | |||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||
| BALANCE AS OF JUNE 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 6 |
ZOOZ POWER LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| U.S. dollars in thousands | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Non-cash finance expenses, net | ||||||||
| Net changes in operating lease assets and liabilities | ( | ) | ||||||
| Share-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Inventory | ||||||||
| Accounts payable | ( | ) | ||||||
| Other payables and accrued expenses | ( | ) | ||||||
| Short-term employee benefits | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Investment in Short Term Deposit | ( | ) | ||||||
| Purchase of equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of shares, net of issuance costs | ||||||||
| Proceeds from issuance promissory notes | ||||||||
| Proceeds from issuance warrants liability | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of change in exchange on cash balances in foreign currencies | ( | ) | ( | ) | ||||
| Net change in cash and cash equivalent | ( | ) | ||||||
| Cash and cash equivalents and restricted bank deposits at beginning of year | ||||||||
| Cash and cash equivalents and restricted bank deposits at end of year | ||||||||
| Supplemental disclosure of cash flow information | ||||||||
| Non-cash activity: | ||||||||
| Operating lease liabilities arising from obtaining right-of-use assets | ||||||||
| Modification of lease contract | ||||||||
| Reclassification of liability classified share-based compensation awards to equity | ||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 7 |
ZOOZ POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
NOTE 1 - GENERAL:
ZOOZ
Power Ltd. (hereinafter - “the Company”), an Israeli Company, was incorporated and commenced operations in Israel on February
5, 2013. The offices of the Company are located at 4 Hamelacha St., Lod, Israel. The Company operates as
In March 2021, the Company completed an initial public offering of shares and marketable warrants on the Tel Aviv Stock Exchange and became a public Company and started trading on that day. In March 2022, the Company completed a public offering of shares and warrants.
On
April 4, 2024 (the “Closing Date”), the Company and Keyarch Acquisition Corporation, a Cayman Islands exempted Company (“Keyarch”),
consummated their previously announced business combination. The net proceeds received by the Company as part of the Merger Agreement
Closing and the PIPE Financing totaled $
In connection to the Closing Date of the Business Combination, the Company’s ordinary shares and public warrants began trading on the Nasdaq Capital Market under the ticker symbols “ZOOZ” and “ZOOZW”, respectively, on April 5, 2024, and the Company became a dual listed company.
On
April 4, 2024, ZOOZ issued promissory notes in favor of Keyarch and EarlyBirdCapital (hereinafter EBC underwriters in Keyarch’s
initial public offering), for the principal amount of $
The Company’s shareholders are entitled to additional contingent consideration of up to million ordinary shares upon the Company’s achievement of the applicable earnout milestones (hereinafter - “the Earnout Rights”), during five years commencing at the end of the full fiscal quarter following the Closing date. The earnout is indexed to the Company’s own shares and, accordingly, the earnout is now classified within equity. As of the balance sheet date, the earn out milestones were not met.
Following
the issuance of Earnout Rights in April 2024, the Company’s options and warrants conversion ratio has been adjusted, so each option
or warrant will be exercisable to
As
part of the transaction Keyarch’s warrants at an amount of
As
of June 30, 2025, the Company sold and issued a total of ordinary shares to Yorkville pursuant to the SEPA agreement, at a share
price range of $ to $ per share, for aggregate proceeds of $
As part of the efforts to enhance execution, the board has approved a company-wide cost reduction and restructuring initiative designed to reduce operating costs. These cost efficiencies will enable greater business flexibility.
In July 2025, the Company entered into Securities Purchase Agreements for a private placement transaction with certain institutional and other accredited investors. For further details see Note 12.
In July 2025, the Company adopted bitcoin as its primary treasury reserve asset on an ongoing basis, subject to market conditions and its anticipated cash needs. The Company’s strategy includes acquiring and holding bitcoin using cash flows from operations that exceed working capital requirements, and from time to time, subject to market conditions, issuing equity or debt securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin, such as in Private Placement.
| 8 |
ZOOZ POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
Current impact of Sword of Iron War
On October 7, 2023, Hamas launched a series of attacks on civilian and military targets in Southern Israel and Central Israel, to which the Israel Defense Forces have responded. In addition, both Hezbollah and the Houthi movement have attacked military and civilian targets in Israel, to which Israel has responded, including through increased air and ground operations in Lebanon. In addition, the Houthi movement has attacked international shipping lanes in the Red Sea, to which both Israel and the United States have responded. Further, on April 13, 2024, and October 1, 2024, Iran launched a series of drone and missile strikes against Israel, to which Israel has responded. Most recently, on June 13, 2025, Israel launched a preemptive attack on Iran, to which Iran responded with ballistic missile and drone attacks.
On June 23, 2025, Israel and Iran agreed to a ceasefire, although there is no assurance that the ceasefire will continue. How long and how severe the current conflicts in Gaza, Northern Israel, Lebanon Iran or the broader region become is unknown at this time and any continued clash among Israel, Hamas, Hezbollah, Iran or other countries or militant groups in the region may escalate in the future into a greater regional conflict. To date, our operations have not been materially affected, although as of July 15, 2025, approximately 15% of our employees have been called to reserve duty in the Israel Defense Forces. We expect that the current conflict in the Gaza Strip, Lebanon, Iran and the broader region, as well as the security escalation in Israel, will not have a material impact on our business results in the short term. However, since these are events beyond our control, their continuation or cessation may affect our expectations. We continue to monitor political and military developments closely and examine the consequences for our operations and assets.
Liquidity
The
Company had net losses for the six months ending June 30, 2025, and June 30, 2024, in the amounts of $
The
Company has historically financed its operations over the years by raising funds from investors. On April 4, 2024, the Company finalized
a merger deal with a SPAC. As part of the merger,
Since the Company has just started commercial sales of its products and considering the Company’s expected cash usage, the Company’s cash balance as of June 30, 2025, and as of the date of approval of the financial statements is not sufficient to continue the Company’s operations for at least 12 months from the date of approval of the financial statements. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern.
In order to continue the Company’s operations, including research and development and sales and marketing, the Company is looking to secure financing from various sources, including additional investment funding. There is no assurance that the Company will be successful in obtaining the level of financing necessary to finance its operations.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| 9 |
ZOOZ POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. ZOOZ’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may have a material impact on the Company’s financial statements. As applicable to these financial statements, the most significant estimates relate to inventory net realizable value and share-based compensation.
Basis of presentation of financial statements
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting.
Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the information contained herein reflects all adjustments necessary for a fair statement of our results of operations, financial position, cash flows, and shareholders’ equity. All such adjustments are of a normal, recurring nature.
The results of operations for the six months ended June 30, 2025, shown in these financial statements are not necessarily indicative of the results to be expected for the full year ending December 31, 2025. The unaudited condensed financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2024, included in the Company’s Annual Report on Form 20-F filed with the SEC on March 11, 2025.
There have been no material changes in our significant accounting policies as described in our financial statements for the year ended December 31, 2024.
The carrying value of cash and cash equivalents, other current assets and accounts payables, other payables and accrued expenses (included in the condensed balance sheets) approximates their fair value because of their generally short maturities. The promissory notes bear annual interest at rates close to the prevailing market rates.
The fair value of restricted bank deposits approximates the carrying value since they bear interest at rates close to the prevailing market rates.
Concentration of credit risks
Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, restricted bank deposits and other receivables.
The Company’s cash and restricted bank deposits are invested in banks domiciled in Israel. Accordingly, management believes that these restricted bank deposits have minimal credit risk.
| 10 |
ZOOZ POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
New Accounting Pronouncements:
Recently adopted accounting standards
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires in-scope crypto assets (including the Company’s bitcoin holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. ASU 2023-08 is effective for annual and interim reporting periods beginning after December 15, 2024, with early adoption permitted. The Company adopted the standard effective January 1, 2025. The adoption had no impact on the Company’s results of operations and financial condition, as the Company does not currently hold any digital assets.
Accounting Pronouncements effective in future periods
In December 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU is effective for the Company for annual periods beginning after December 15, 2025. The Company is evaluating the potential impact of this guidance on its consolidated financial statements. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted.
In 2024, the FASB issued guidance, ASU 2024-03, which requires the disaggregated disclosure of certain costs and expenses on an interim and annual basis. The new standard is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and can be applied prospectively with the option for retrospective application to all prior periods presented in the financial statements, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This amendment introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, on a prospective basis, with early adoption permitted. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.
| 11 |
ZOOZ POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
NOTE 3 - CASH AND CASH EQUIVALENTS AND RESTRICTED BANK DEPOSITS:
The following table provides a reconciliation of cash and cash equivalents and restricted bank deposits reported on the balance sheets that sum to the same total amount as shown in the statements of cash flow:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| U.S. dollars in thousands | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted bank deposits | ||||||||
| Total cash and cash equivalents and restricted bank deposits shown in the statement of cash flows | ||||||||
NOTE 4 - INVENTORY:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| U.S. dollars in thousands | ||||||||
| Raw materials | ||||||||
| Work in process | ||||||||
| Finished goods | ||||||||
The
Company recorded an inventory write-off of $
NOTE 5 - OTHER PAYABLES AND ACCRUED EXPENSES:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| U.S. dollars in thousands | ||||||||
| Accrued expenses | ||||||||
| Grants in advance | ||||||||
| Others | ||||||||
NOTE 6 - COMMITMENTS AND CONTINGENCIES:
The
total amount of grants received from the BIRD Foundation and from NYPA during
the six-month period ended June 30, 2024, is $
| 12 |
ZOOZ POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
NOTE 7 - WARRANTS LIABILITY:
As
part of the transaction mentioned in Note 1, Keyarch’s warrants were converted to the Company’s warrants and recorded in
the consolidated financial statements. The exercise price of the warrants is $
The table below sets forth a summary of the changes in the fair value of the warrant’s liability classified as Level 1:
| U.S. dollars in thousands | ||||
| Balance as of December 31, 2023 | ||||
| Initial recognition | ||||
| Changes in fair value | ||||
| Balance as of December 31, 2024 | ||||
| Changes in fair value | ||||
| Balance as of June 30, 2025 | ||||
Equity classified awards.
| June 30, 2025 | June 30, 2024 | |||||||
| Dividend yield | % | % | ||||||
| Expected volatility | %-% | %-% | ||||||
| Risk-free interest rate | %-% | %- % | ||||||
| Expected term (years) | - years | - years | ||||||
| Exercise price (USD) | - | - | ||||||
| 13 |
ZOOZ POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
| Six months ended June 30, 2025 | ||||||||||||||||
| Weighted | ||||||||||||||||
| Weighted | average | |||||||||||||||
| average | remaining | |||||||||||||||
| exercise | contractual | Aggregate | ||||||||||||||
| price | life | Intrinsic | ||||||||||||||
| Number | USD | years | Value | |||||||||||||
| Outstanding as of December 31, 2024 | ||||||||||||||||
| Granted | ||||||||||||||||
| Forfeited | ( | ) | ||||||||||||||
| Outstanding as of June 30, 2025 | ||||||||||||||||
| Exercisable as of June 30, 2025 | ||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||||
| outstanding | Exercisable | |||||||||||||||||||||
| Number of options outstanding | Exercise price range (USD) | Weighted average remaining contractual life | Number of options Exercisable | Exercise price range (USD) | Weighted average remaining contractual life | |||||||||||||||||
| - | ||||||||||||||||||||||
| - | ||||||||||||||||||||||
As of June 30, 2025, there is an unrecognized share-based compensation expense of $ thousand to be recognized over the average remaining vesting period of years.
| 14 |
ZOOZ POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
| Six months ended June 30 | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| Equity classified awards | Liability classified awards | Total expense | Equity classified awards | Liability classified awards | Total expense | |||||||||||||||||||
| Cost of revenue | ||||||||||||||||||||||||
| Research and development expenses | ||||||||||||||||||||||||
| Sales and marketing expenses | ||||||||||||||||||||||||
| General and Administrative expenses | ||||||||||||||||||||||||
NOTE 9 - RELATED PARTIES TRANSACTIONS:
| As of June 30, | As of December 31, | |||||||
| 2025 | 2024 | |||||||
| U.S. dollars in thousands | ||||||||
| Balances With Related Parties: | ||||||||
| Promissory note | ||||||||
| Six months ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| U.S. dollars in thousands | ||||||||
| Transactions with Related Parties: | ||||||||
| Finance expenses: | ||||||||
| Interest expense related to Promissory note | ||||||||
| Share-based compensation: | ||||||||
| Research and development income, net | ||||||||
| General and administrative expenses | ||||||||
NOTE 10 – SEGMENT INFORMATION
The
Company operates and manages its business as
| 15 |
ZOOZ POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
The CODM assesses performance for the power management solutions segment and decides how to allocate resources based on net loss which is also reported on the income statement as consolidated net loss. The measure of segment assets is reported on the balance sheet as total consolidated assets.
For the period of six months ended June 30, 2025, the Company had options, warrants and earnout shares rights. For the period of six months ended June 30, 2024, the Company had options warrants and earnout shares rights. These securities were not considered when calculating diluted loss per share since their effect is anti-dilutive.
NOTE 12 – SUBSEQUENT EVENTS
On
July 29, 2025, the Company entered into a sales agreement with Chardan Capital Markets LLC (“Chardan”) (which is acting
as placement agent to the Company in connection with the Private Placement) under which the Company may issue and sell ordinary shares
from time to time through Chardan as sales agent. The Company may sell ordinary shares having an aggregate gross sales price of up to
$
Sales
of ordinary shares, if any, will be made at market prices by any method that is deemed to be an “at the market offering.”
On August 1, 2025, the Company sold ordinary shares for an aggregate amount of $
On
July 29, 2025, the Company entered into a Securities Purchase Agreement (the “Initial Purchase Agreement”) for a private
placement transaction with certain institutional and other accredited investors, pursuant to which the Company agreed to sell and issue
(i) ordinary shares of the Company, par value NIS per share, (ii) Pre-funded warrants to purchase up to
The
Company received gross proceeds of $
The Company used a portion of the net proceeds from the Initial Private Placement to repay a portion of its outstanding promissory notes and intends to use the remainder for general corporate purposes as determined by the Company’s board of directors.
On
July 29, 2025, the Company entered into an additional Securities Purchase Agreement for a private placement transaction with certain
institutional and other accredited investors, pursuant to which the Company agreed to sell and issue an aggregate of Ordinary
Shares and in lieu of Ordinary Shares to investors that so choose (or are required, for the purpose of not exceeding the Ownership Cap),
pre-funded warrants to purchase up to
The
Initial Pre-Funded Warrants will be immediately exercisable and will not expire until exercised in full. The Subsequent Pre-Funded Warrants
will be exercisable following (i) such date, if ever, that the Company’s shareholders approve an amendment to the Company’s
articles of association to increase the registered share capital of the Company to a number of Ordinary Shares sufficient to allow for
the full issuance of the Subsequent Shares and the full exercise of the Subsequent Pre-Funded Warrants and will not expire until exercised
in full. The initial exercise price of the Pre-Funded Warrants is $
| 16 |
ZOOZ POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
The
Ordinary Warrants will be exercisable commencing on the Initial Exercise Date and may be exercised for five years from the Initial Exercise
Date at an exercise price of $
Contemporaneously
with the execution of the Purchase Agreements, the Company entered into a Sponsor Support Agreement with Forest Hill 18, LP, a Delaware
limited partnership, pursuant to which, among other things, the Sponsor agreed to provide services, prior to the Initial Purchase Agreement,
services rendered relating to the Company’s consideration received in the Initial Purchase Agreement, and, following the Initial
Purchase Agreement, services relating to the digital asset ecosystem, including bitcoin and related digital assets, developments in digital
asset industries, the selection of third-party vendors with respect to asset management and related digital asset services and other
strategic advice regarding the Company’s bitcoin treasury strategy. The Sponsor shall be entitled to receive, on a quarterly basis,
an advisory fee equal to twelve and a half
In consideration of the services, the Company has agreed to issue to the Sponsor such number of Ordinary Shares equal to % of the total number of Ordinary Shares outstanding on a fully diluted, as converted basis, following the completion of the Initial Closing. Subject to shareholder approval, at, and as part of the completion of, the Subsequent Closing, the Company has agreed to sell to the Sponsor that number of Units that is equal to % of the total number of Ordinary Shares outstanding on a fully-diluted, as converted basis, as have been or are being issued by the Company following the completion of the Subsequent Closing. The purchase price per Unit will be the greater of: (x) U.S. $ and (y) the then-existing nominal (par) value of an Ordinary Share.
To the extent the Company grants rights to have securities registered with the SEC to investors in the future during the term of the Sponsor Support Agreement, the Company has agreed that the Sponsor shall be granted the same rights and be subject to the same obligations and restrictions as such investors, and shall be made party to any applicable registration rights agreement entered into in connection with any such future financing.
The Sponsor Support Agreement shall continue for an initial term of ten (10) years and will terminate as permitted therein.
Subject to the Initial Closing, the Company’s board of directors has appointed Jordan Fried to the position of Chief Executive Officer and to serve on the Company’s board of directors.
In consideration for his services, the Company will pay Mr. Fried $ per year and will grant him, subject to shareholder approval and in connection with the Subsequent Closing, equity-based compensation in the form of performance-based restricted stock units constituting % of all outstanding shares of the Company on a fully-diluted basis as of the date of grant (which shall be the date of the Subsequent Closing)(the “CEO RSUs”).
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ZOOZ POWER LTD
NOTES TO THE FINANCIAL STATEMENTS (continued)
(Unaudited)
In consideration for his relentless efforts and contribution to the Private Placement and the Company’s strategic business turnaround and in addition to his current compensation as previously approved by our shareholders, the Compensation Committee and the Board of Directors (each as in effect prior to the Initial Closing) approved the payment and grant to the Chairman of the Board of Directors, Mr. Cohen of the following:
●
a one-time cash bonus of
● A one-time equity-based grant in the form of performance-based restricted stock units constituting % of all outstanding Ordinary Shares of the Company (on a fully-diluted basis) as of the date of grant (which shall be the date of the Subsequent Closing), and of the Subsequent Shares (the “Chairman RSUs” and together with the Chairman Bonus, the “Chairman Bonus Package”), which are equal to Chairman RSUs with respect to Ordinary Shares. All other terms of the Chairman RSUs shall be identical to the terms of the CEO RSUs as detailed above.
Keywise
Discovery Master Fund (“Keywise”), a Cayman Islands fund, has committed to invest $
Mr.
Zheng is one of our directors, who as of June 30, 2025, holds approximately Ordinary Shares representing
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