SHAREHOLDERS' EQUITY (DEFICIT)

6 Months Ended

Jun. 30, 2022

SHAREHOLDERS' EQUITY (DEFICIT)

SHAREHOLDERS' EQUITY (DEFICIT)

NOTE 4 – SHAREHOLDERS’ EQUITY/(DEFICIT):

a. In May 2021, the Company’s board of directors approved and declared a 100:1 stock split of common stock with a par value of $0.00001 and preferred shares, with a par value of $0.00001. In addition, the Company increased the number of authorized common stock from 3,900,000 to 12,870,000 and preferred shares from 40,000 to 170,000. In addition, in October 2021, the Company’s board of directors approved a 39:1 stock split. As a result of the above splits, all shares, options and warrants exercisable into common stock and restricted stock units, exercise prices and income or loss per share amounts have been adjusted on a retroactive basis for all periods presented to reflect such stock splits. Upon the completion of the Company’s IPO, all outstanding shares of the Company’s preferred A stock was converted into shares of the Company’s common stock on a 1:1 basis.

As of June 30, 2022 and December 31, 2021 the share capital is composed of $0.00001 par value shares, as follows:

	June 30, 2022
			Carrying	Liquidation
	Authorized	Issued and paid	Value	Preference
Common Shares	60,000,000	12,717,794	*	—

	December 31, 2021
			Carrying	Liquidation
	Authorized	Issued and paid	Value	Preference
Common Shares	12,870,000	4,505,514	*	—
Redeemable convertible preferred shares	6,630,000	5,012,280	15,246	15,246

*Represents an amount lower than $1,000 USD.

b. Rights of the Company’s Common Stock

The holders of the Company’s common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. The holders of common stock do not have any cumulative voting rights. Holders of the common stock are entitled to receive ratably any dividends declared by the board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. The Company’s common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions.

In the event of liquidation, dissolution or winding up, holders of the Company common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. As of June 30, 2022 and December 31, 2021, no dividends have been declared.