NOTE 7 - STOCK CAPITAL

Stockholders Rights:

Shares of common stock confer upon their holders the right to receive notice to participate and vote in general meetings of stockholders of the Company, the right to receive dividends, if declared, and the right to receive a distribution of any surplus of assets upon liquidation of the Company.

The Series A Convertible Preferred shares confer upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis, and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any common stock.

The Series C Convertible Preferred shares confer upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis. The shares of Series C Convertible Preferred Stock have the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any other securities.

Issuance of Shares

In August 2016, immediately upon consummation of the Merger, the Company issued 68,321 shares of the Company’s common stock, as well as 453 shares of the Company’s newly designated Series A Convertible Preferred Stock convertible into 658,498 shares of common stock, to an investor for an aggregate purchase price of $481,000 (net of issuance expenses).

In October 2017, the Company issued 300,000 shares of the Company’s common stock, warrants to purchase 275,000 shares of common stock, as well as 250 shares newly designated Series C Convertible Preferred Stock to investors for an aggregate purchase price of $550,000 less issuance expenses. Each share of Series C Convertible Preferred Stock is convertible into 1,000 shares of common stock, subject to adjustments in the event of future financing at a price of less than the conversion price. Preferred shares confer upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis. The holders of shares of Series C Convertible Preferred Stock have the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any other securities.

The warrants to purchase 275,000 shares of the Company’s common stock contain a full ratchet anti-dilution price protection so that, in most situations upon the issuance of any common stock or securities convertible into common stock at a price below the then-existing exercise price of the outstanding warrants, the warrant exercise price will be reset to the lower common stock sales price.

As such anti-dilution price protection did not meet the specific conditions for equity classification as of the date of issuance of the warrants, the Company was required to classify the fair value of these warrants as a liability, with changes in fair value to be recorded as income (loss) due to change in fair value of warrant liability. The estimated fair value of such derivative warrant liability at issuance date, was approximately $319.

Options issued to employees and consultants

On August 22, 2016, the Company granted 126,730 stock options to consultants. Each stock option is exercisable into a share of the Company’s common stock of and expires no later than 10 years from the date of grant.

One third of the options vested on the grant date, and one third of the options vest upon the first and second anniversaries of the grant date, with the option becoming fully vested on August 22, 2018. 35,202 of these options were exercised in July 2017.

A summary of the Company's option activity and related information is found below.

	For the Six months ended June 30, 2020
	Number of stock options		Weighted average exercise price		Aggregate intrinsic value

Outstanding at beginning of period		141,528		0.47		21,051
Granted		-		-		-
Exercised		-		-		-
Cancelled		-		-		-

Outstanding at end of period		141,528		0.47		21,051
Options exercisable at period end		121,736		0.33		21,051

The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the fair market value of the Company’s common stock on June 30, 2020 and the exercise price, multiplied by the number of in-the-money stock options on those dates) that would have been received by the stock option holders had all stock option holders exercised their stock options on those dates.

The stock options outstanding as of June 30, 2020, and December 31, 2019, have been separated into exercise price, as follows:

Exercise price		Stock options outstanding as of June 30,		Stock options outstanding as of December 31,		Weighted average remaining contractual life – years as of June 30,		Weighted average remaining contractual life – years as of December 31,		Stock options exercisable as of June 30,		Stock options exercisable as of December 31,
$		2020		2019		2020		2019		2020		2019

	0.01		91,528		91,528		6.15		6.65		91,528		91,528
	1.30		50,000		50,000		7.71		8.21		30,208		23,958
	0.83		141,528		141,528		6.92		7.17		121,736		115,486