SHAREHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 10 – 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, 2023, and 2022, there were 520,796,074,663 and 516,302,741,330 shares of common stock issued and outstanding, respectively.

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.

Series A preferred stock

The Company has authorized 10,000,000 Series A preferred stock $0.0007 par value per share. As of December 31, 2023, and 2022, there are 5,000,000 shares of Series A preferred stock outstanding.

The holders of Series A preferred stock have the right to vote with the common stock on all matters. Each share of Series A preferred stock 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 Series A preferred stock. The Series A preferred stock have no dividend and liquidation preferences.

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 10 – SHAREHOLDERS’ EQUITY (continue)

Transactions

On August 31, 2021, the Company issued 500,000,000 shares of common stock 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, 2022, are expected to be provided until June 30, 2023. 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 $125,000 were recorded as share-based compensation expenses in the year ended December 31,2022 and the remaining $55,556, were recorded as prepaid expense under Other Current Assets as of December 31, 2022 and were expensed during the year ended December 31, 2023. Under the agreement, the Company is committed to pay the legal advisor 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 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. For the year ended December 31, 2022, the Company received a total of $194,000 on account of these subscriptions and in consideration thereof issued 1,940,000,000 shares of common stock and warrants for an additional 1,940,000,000 shares of common stock and the balance is presented as proceeds on account of shares.

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. During the year ended December 31, 2022, the Company recorded share based compensation expenses of $107,735, in general and administrative expenses.

On November 11, 2022, the Board of Director of the Company approved the issuance of 1,500,000,000 shares of common stock to a principal shareholder of CrossMobile in consideration for his efforts to complete the CrosssMobile transaction. The Company estimated the fair value of the common shares issued based on the share price of the Company as of the date of the agreement at $900,000. During the year ended December 31, 2022 the Company recorded share based compensation expenses in general and administrative expenses.

For the year ended December 31, 2022, the Company and certain investors entered into subscription agreements for a private placement of units of the Company securities in an aggregated amount of $500,000, where each unit (a “Unit” and collectively the “Units”) is comprised of (i) one 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. During the year ended December 31, 2022, the Company received a total of $500,000 on account of these subscription and in consideration thereof issued 5,000,000,000 shares of common stock and warrants for an additional 5,000,000,000 shares of common stock.

In May 2022, the Company and certain investors entered into subscription agreements for a private placement of units of the Company securities (the “May 2022 Private Placements”) in an aggregated amount of $250,000, where each unit (a “Unit” and collectively the “Units”) is comprised of (i) one 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 for a one year period at a per share exercise price of $0.0006. The price per unit is $0.0003. In consideration thereof, the Company issued 833,333,334 shares of common stock and warrants for an additional 833,333,334 shares of common stock.

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 10 – SHAREHOLDERS’ EQUITY (continue)

On May 19, 2022, the Company issued 30,000,000 shares of the Company’s common stock to a service provider in exchange for certain tax services. The Company estimated the value of the shares issued at $9,000 based on the share price of the Company as of the issuance date and recorded them as part of the share based compensation expenses during the year ended December 31, 2022.

On August 10, 2022, the Company entered into an agreement with a consultant with a term of 12 months under which it undertook to issue to the consultant 300,000,000 restricted stock for investor relations services. The Company estimated the fair value of the shares issued at $120,000 of which $46,438 were recorded as share based compensation expenses in the year ended December 31, 2022 and the remaining $73,562 were recorded in the year ended December 31, 2023. As of December 31, 2023, no shares have been issued to the consultant under the above agreement.

On October 25, 2022, the Company issued to CrossMobile 10,000,000,000 shares of the Company’s common stock (see note 1 and 7 above).

On November 1, 2022, the Company entered into a binding term sheet, which was subsequently replaced and superseded in April 2023 by a binding investment agreement, with George Baumeohl, a Company’s director, pursuant to which Mr. Baumeohl has agreed to support Company’s operation by way of an equity investment of up to $3 million through August 2025, as needed. The agreement provides for sales of Company’s common stock to Mr. Baumeohl at per share purchase prices ranging between $0.0003 and $0.0004. As of December 31, 2023, the Company have received an aggregate of $1,225,000 from Mr. Baumeohl, in consideration of which he is entitled to 3,937,500,000 shares of common stock. After December 31, 2022, the Company received additional $470,000 from Mr. Baumeohl to which entitles him to 1,174,417,500 shares of our common stock at a share price of $0.0004.

On February 8, 2023, the Company entered into an investment agreement with a shareholder pursuant to which it raised $60,000 from the private placement of share of our common stock at a per share purchase price of $0.0003, in respect of which it issued to the shareholder to 200,000,000 shares of Common Stock.

On February 8, 2023, the Company issued to the investor specified in item a above and a designee an aggregate of 1,440,000,000 shares of common stock in satisfaction of a loan made by the shareholder to the Company in the principal amount of $120,000 plus interest of $24,000 of accrued interest, originally received for a period of 10-year.

On May 15, 2023, the Company issued 770,000,000 shares of common stock as consideration under InstaView Transaction (see note 8 above).