SHAREHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 8 – SHAREHOLDERS’ EQUITY

Description of the rights attached to the Shares in the Company:

Common stock:

On October 7, 2021, the Company filed an amendment (the “Amendment”) to its Certificate of Incorporation, as amended, to increase the Company’s authorized share capital and to change the par value of the Company’s Common Stock. The Amendment increased the Company’s authorized share capital to 750,000,000,000 shares of common stock (from 110,000,000,000 shares) and changed the par value of the common stock to $0.00001 per share (from $0.0007). The Amendment was effective retroactive to September 28, 2021.

As of December 31, 2021, there were 488,499,407,996 shares of Common Stock issued and outstanding.

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the stockholders of the Company’s common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars except share and per share data) 

NOTE 8 – SHAREHOLDERS’ EQUITY (continue)

SERIES A PREFERRED STOCK

The Company has authorized 10,000,000 Series A Preferred Stock $0.0007 par value per share (the “Preferred Stock Series A”). As of December 31, 2021, and 2020, there are 5,000,000 shares of Preferred Stock Series A outstanding.

The Preferred Stock Series A have the right to vote with the Common Stock on all matters. Each share of Preferred Stock Series A has 10,000 votes per share. Each of George Baumoehl and Gaya Rozensweig, the directors of the Company, hold 2,500,000 shares of the Preferred Stock Series A.

SERIES B PREFERRED STOCK

The Company has authorized 3,870,000 Series B Convertible Preferred Stock $0.0007 par value per share (the “Preferred Stock Series B”). As of December 31, 2020, there are 3,870,000 shares of Preferred Stock Series B outstanding.

The Preferred Stock Series B are held by UCG, the principal shareholders of the Company. The principal’s shareholders of UCG are George Baumoehl and Gaya Rozensweig, the directors of the Company.

The Preferred Stock Series B were issued to UCG as consideration for the Merger. Each share of the Series B Preferred Shares will convert into 100,000 shares of WHEN’s common stock, par value $0.0007 (the “Common Stock”), for an aggregate amount of 387,000,000,000 shares of WHEN’s Common Stock, upon the filing with the Secretary of State of Delaware of an amendment to WHEN’s certificate of incorporation increasing the number of authorized shares of Common Stock that the Company is authorized to issue from time to time.

TRANSACTIONS

Following the effectiveness of the Amendment referred to in above, On December 3, 2021, the Company issued 387,000,000,000 shares of the Company’s common stock to UCG, Inc. upon the automatic conversion of all 3,870,000 outstanding shares of the Company’s Series B Preferred Shares issued in April 2020 in connection with the acquisition of RNA, Ltd. From UCG, Inc.

On August 31, 2021 the Company issued 500,000,000 shares of common stock, par value $0.00001, to its legal advisor in respect of consulting services related to assisting the Company with its follow-on-offering registration statements, which, as of December 31, 2021, is expected to be provided until December 31, 2022. The Company estimated the fair value of the shares issued based on the share price at the agreement date (which was $0.0005), at $250,000 thousand of which $69,444 were recorded as share based compensation expenses in the year ended December 31,2021, and the remaining $180,556, were recorded as prepaid expense under Other Current Assets and will be expensed over the estimated remaining consulting services. Per the agreement, the Company committed to pay the Consultant additional $350,000 only in the event that the Company raises at least $5 million in the follow-on-offering in a senior security exchange.

Between August and October 2021, the Company and certain investors entered into subscription agreements for a private placement of units of the Company securities (the 2021 Private Placements”) where each unit (a “Unit” and collectively the “Units”) is comprised of (i) one (1) share of the Company’s Common Stock and (ii) one common stock purchase warrant to purchase an additional share of the Company’s Common Stock through the second anniversary thereof at a per share exercise price of $0.0002. The price per unit is $0.0001. Subscription agreements for an aggregate of $900,000 provide that the investors are to remit the subscription proceeds at the time of investment and in three month intervals thereafter, in each case in amounts equal to 20% of their committed amounts. Subscription agreements for a total of $386,000 were remitted at the time of execution. Through December 31, 2021, the Company received a total of $386,000 from these subscription proceeds and in consideration thereof issued 3,860,000,000 shares of Common Stock and warrants for an additional 3,860,000,000 shares of Common Stock.

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars except share and per share data)

NOTE 8 – SHAREHOLDERS’ EQUITY (continue)

On November 10, 2021, the Company entered into an agreement with a consultant with a term of 12 months under which it undertook to issue to the Consultant restricted stock for services rendered during the initial six months, representing $150,000 value of the stock based on a 10 day moving average. Following a public offering of its stock the Company undertook to pay to the Consultant $15,000 per month. As of December 3, 2021, the company issued 150,000,000 shares of common stock. As of December 31, 2021 the Company recorded $42,265 as general and administrative expenses and the remaining $107,735 were recorded as prepaid expenses under Other Current Assets.

On November 11, 2022, the Board of Director of the Company approved the issuance of 1,500,000,000 share of common stock of the Company $0.0001 par value, to a principal shareholder of CrossMobile in consideration for his efforts to complete the CrosssMobile transaction (see Note 15). The Company estimated the value of the shares issued based on the share price of the Company as of the date of the agreement at $900,000 and recorded such value prepaid transaction costs under Other Current Assets.

On December 3, 2021 the Company issued 5,700,000,000 shares of common stock, par value $0.00001, to a consultant in respect of business development consulting services. The Company estimated the fair value of the shares issued at $1,290,000 thousand which were recorded as share based compensation expenses in the year ended December 31, 2021.