Shareholders' Equity

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

SHAREHOLDERS' EQUITY

NOTE 5:- SHAREHOLDERS’ EQUITY

a. As of December 31, 2021 and 2020, the Company’s share capital is composed as follows:

	December 31, 2021				December 31, 2020
	Authorized		Issued and outstanding		Issued and outstanding		Issued and outstanding
	Number of shares
Shares of common stock of $0.0001 par value each “Shares”		500,000,000		4,194,385		500,000,000		3,167,560

Each Ordinary share is entitled to receive dividend, participate in the distribution of the Company’s net assets upon liquidation and to receive notices of participate and vote (at one vote per share) at the general meetings of the Company on any matter upon which the general meeting is authorized.

On December 9, 2021, we implemented a 1-for-10 consolidation, or reverse split, of our issued and outstanding common shares. Except where otherwise indicated, all share and per share data in these financial statements have been retroactively restated to reflect the reverse stock split.

b. Issuance of shares:

1.	During the year ended December 31, 2020, a portion of the February 2019 Loan in the amount of $190 and accrued interest in the amount of $87 was converted into 1,045,521 Shares
2.	On December 23, 2020, the Company issued 60,000 shares in respect to the exercise of 60,000 RSU’s.
3.	On March 9, 2021, the Company issued 13,025 shares in respect of RSU’s granted during 2020.

4. On March 10, 2021, the Company issued a total of 50,000 shares to two directors in respect of 50,000 RSU’s that were granted to them. The RSU’s vested immediately and had an exercise price of nil. The fair value of the RSU’s at the date of the grant was $275.

5. On April 1, 2021, the Company issued a total of 10,000 shares to two directors in respect of 10,000 RSU’s that were granted to them. The RSU’s vested immediately and had an exercise price of nil. The fair value of the RSU’s at the date of the grant was $59.

6.	From June 2021 through to December 2021, the Company issued 830,000 shares in respect of converted Promissory Notes in the amount of $830.
7.	From July 2021 through to August 2021, the Company granted three directors 47,134 shares. The fair value of the shares at the date of the grant was $106.
8.	On October 5, 2021, the Company issued a director 7,500 shares in respect of 7,500 RSU’s that were granted to him. The RSU’s vested immediately and had an exercise price of nil. The fair value of the RSU’s at the date of the grant was $18.
9.	On October 5, 2021, the Company issued a consultant 29,167 shares in respect of exercised options. The consultant exercised 50,000 options in a cashless exercise mechanism.
10.	On October 25, 2021, the Company issued a consultant 40,000 shares in respect of 40,000 exercised options.

c. Warrants:

A summary of warrant activity during the years ended December 31, 2021, 2020 is as follows:

	Number			Average exercise price
Warrants outstanding at January 1, 2020		115,083		$	16.90
Granted		108,000			1.80
Exercised		-			-
Forfeited/Cancelled		(10,000	)		20
Warrants outstanding at December 31, 2020		213,083		$	8.10
Granted		99,000			1.50
Exercised		-			-
Forfeited/Cancelled		(66,000	)		1.50
Forfeited/Cancelled		(47,333	)		19.40
Warrants outstanding at December 31, 2021		198,750		$	5.40

The following warrants are outstanding as of December 31, 2021:

Issuance date	Warrants outstanding		Exercise price per warrant		Warrants outstanding and exercisable		Expiry date
February 21, 2019		13,750	$	20.00		13,750	February 21, 2022
October 15, 2019		44,000	$	12.50		44,000	October 15, 2024
August 7, 2020		50,000	$	2.00		50,000	August 7, 2025
August 11, 2020		25,000	$	2.00		25,000	August 11, 2025
December 31, 2021		66,000	$	1.50		66,000	December 31, 2022
		198,750				198,750

d. Share option plans:

On April 1, 2019, the Company’s board of directors adopted the Sativus Tech Corp. 2018 Share Options Plan (the “2018 Plan”).

Awards granted under the 2018 Plan are subject to vesting schedules and unless determined otherwise by the administrator of the 2018 Plan, generally vest following a period of four years from the applicable vesting commencement date, such that the awards vest in four annual equal instalments and/or generally vest following a period of one year from the applicable vesting commencement date, such that the awards vest in four quarterly equal instalments.

(i) A summary of employee share options activity during the years ended December 31, 2021, 2020 is as follows:

	Number			Average weighted exercise price
Options outstanding at January 1, 2020		160,588			10.00
Granted		166,000			1.10
Exercised		-			-
Forfeited		(160,588	)		-
Options outstanding at December 31, 2020		166,000			1.10
Granted		120,000			0.01
Exercised		(90,000	)		1.10
Forfeited		(1,000	)		3.00
Options outstanding at December 31, 2021		195,000		$	0.63
Options exercisable at December 31, 2021		131,250		$	0.70

Issuance date	Options outstanding		Exercise price per option		Options outstanding and exercisable		Expiry date
September 1, 2020		15,000	$	0.70		6,250	September 1, 2025
October 13, 2020		50,000	$	1.00		25,000	October 12, 2023
November 3, 2020		25,000	$	1.00		25,000	October 25, 2025
November 3, 2020		25,000	$	1.50		25,000	October 25, 2025
December 14, 2021		80,000	$	0.01		50,000	December 14, 2026
		195,000				131,250

The following option issues took place during the years ended December 31, 2021, and 2020:

i.

On September 1, 2020, the Company, signed a contract with a consultant pursuance to which they were granted 15,000 options to purchase 15,000 shares at $0.70 per share, in 12 equal quarterly instalments commencing from December 1, 2020. The options expire on September 1, 2025. The fair value of the stock options issued is $13 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.835; exercise price - $0.70; expected life – 5 years; annualized volatility – 296%; dividend yield – 0%; risk free rate – 0.26%. During the years ended December 31, 2021, 2020, the Company recorded share-based expenses related to the options in the amount of $6 and $4, respectively

ii.

On October 11, 2020, the Company granted a consultant 1,000 options to purchase 1,000 shares at a price of $3.00 per share. The fair value of the stock options issued is $1 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.6475; exercise price - $3.00; expected life – 1.07 years; annualized volatility – 285%; dividend yield – 0%; risk free rate – 0.27%. During the years ended December 31, 2021 and 2020, the Company recorded share-based expenses related to the options in the amount of $nil and $1, respectively. The options expired on March 11, 2021.

iii. On October 13, 2020, the Company, through Saffron, signed a contract with a consultant pursuant to which they were granted 100,000 options to purchase 100,000 shares at $1.00 per share. 25,000 options vest immediately, and the remaining 75,000 vest in three equal amounts every six months thereafter. The options expire on October 13, 2023. The fair value of the stock options issued is $60 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.61; exercise price - $1.00; expected life – 3 years; annualized volatility – 286%; dividend yield – 0%; risk free rate – 0.31%. During the years ended December 31, 2021 and 2020, the Company recorded share-based expenses related to the options in the amount of $30 and $27, respectively.

iv.	On November 3, 2020, the Company, through Saffron, signed a contract with a consultant pursuant to which they were granted 50,000 options to purchase 50,000 shares. 25,000 options are exercisable at $1.00 per Share and 25,000 options are exercisable at $1.50 per share. The options vest quarterly over one year. The fair value of the stock options issued is $25 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.51; exercise price - $1.00 and $1.5; expected life – 4.93 years; annualized volatility – 278%; dividend yield – 0%; risk free rate – 0.39%. During the years ended December 31, 2021 and 2020, the Company recorded share-based expenses related to the options in the amount of $17 and $9, respectively.
v.	On October 27, 2020, the Company, through Saffron, signed a contract with a consultant pursuant to which they were granted 40,000 options to purchase 40,000 shares. All options are exercisable at $0.001 per Share. The options vest immediately. The fair value of the stock options issued is $23 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.50; exercise price - $0.001; expected life – 1 year; annualized volatility – 237%; dividend yield – 0%; risk free rate – 0.12%. During the years ended December 31, 2021 and 2020, the Company recorded share-based expenses related to the options in the amount of $23 and $nil, respectively.
vi.	On December 14, 2021, the Company, through Saffron, signed a contract with an employee pursuant to which they were granted 80,000 options to purchase 80,000 shares. All options are exercisable at $0.01 per Share. 50,000 options vest immediately, and 30,000 options vest quarterly over two years. The fair value of the stock options issued is $56 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.70; exercise price - $0.01; expected life – 5 years; annualized volatility – 221%; dividend yield – 0%; risk free rate – 1.23%. During the year ended December 31, 2021, the Company recorded share-based expenses related to the options in the amount of $36.

e. Restricted Share Units:

RSUs under the 2018 Plan may be granted upon such terms and conditions, no monetary payment (other than payments made for applicable taxes) shall be required as a condition of receiving the Company’s shares pursuant to a grant of RSUs, and unless determined otherwise by the Company, the aggregate nominal value of such RSUs shall not be paid and the Company shall capitalize applicable profits or take any other action to ensure that it meets any requirement of applicable laws regarding issuance of shares for consideration that is lower than the nominal value of such shares. If, however, the Company’s board of directors determines that the nominal value of the shares shall not be waived and shall be paid by the grantees, then it shall determine procedures for payment of such nominal value by the grantees or for collection of such amount from the grantees by the Company.

Shares issued pursuant to any RSUs units may (but need not) be made subject to exercise conditions, as shall be established by the Company and set forth in the applicable notice of grant evidencing such award. During any restriction period in which shares acquired pursuant to an award of RSUs remain subject to exercise conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of unless otherwise provided in the 2018 Plan. Upon request by the Company, each grantee shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares hereunder and the Company may place appropriate legends evidencing any such transfer restrictions on the relevant share certificates.

A summary of RSU activity during the years ended December 31, 2021 and 2020, is as follows:

	Number
RSU outstanding at January 1, 2020		13,025
Granted (i) (ii)		103,500
Exercised		(67,500	)
Forfeited		-
RSU’s outstanding at December 31, 2020		49,025
Granted (iii) (iv) (v)		227,500
Exercised (Note 6b (2)(3)(8))		(80,525	)
Forfeited		-
RSU’s exercisable at December 31, 2021		196,000

(i)	On September 1, 2020, the Company, the Company granted the CFO 36,000 RSU’s with an exercise price of nil. The RSU’s vest quarterly over three years. The fair value of the RSU’s at the date of the grant was $30. During the years ended December 31, 2021 and 2020, the Company recorded share-based expenses related to the RSU’s in the amount of $10 and $3, respectively
(ii)	On November 24, 2020, The Company granted two directors 30,000 RSU’s each, and one director 7,500 RSU’s. All these RSU’s vest immediately and have an exercise price of nil. The fair value of the RSU’s at the date of the grant was $128.
(iii)	During the period between February 2021 through to March 2021, the Company granted two directors 30,000 RSU’s each. The fair value of the RSU’s at the date of the grant was $334.
(iv)	On October 5, 2021, the Company granted a director 7,500 RSU’s. The fair value of the shares at the date of the grant was $18.
(v)	On December 14, 2021, the Company granted five directors 144,000 RSU’s. The fair value of the shares at the date of the grant was $111. The RSU’s vest quarterly in advance over one year.