UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
MARK ONE
for
the Quarterly Period ended
for the transition period from ________ to ________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| (Address of principal executive offices) | Zip Code |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☐ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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As of August 19, 2024, there were issued and outstanding shares of the registrant’s common stock, par value $ per share, were outstanding.
WORLD HEALTH ENERGY HOLDINGS, INC.
Form 10-Q
June 30, 2024
| 2 |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2024
(UNAUDITED)
| 3 |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2024
IN U.S. DOLLARS
(UNAUDITED)
TABLE OF CONTENTS
| 4 |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
(U.S. dollars except share and per share data)
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | ||||||||
| Accounts receivable, net
of allowance for credit losses of $ | ||||||||
| Inventory | ||||||||
| Other current assets | ||||||||
| Total Current assets | ||||||||
| Non-current assets | ||||||||
| Right-of-use asset | ||||||||
| Long term prepaid expenses | ||||||||
| Property and equipment, net | ||||||||
| Funds in respect of employee rights upon termination | ||||||||
| Intangible assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities | ||||||||
| Short term credit from related party | ||||||||
| Accounts payable | ||||||||
| Short term operating lease liability | ||||||||
| Other current liabilities | ||||||||
| Total Current Liabilities | ||||||||
| Non-current Liabilities | ||||||||
| Liability for employee rights upon retirement | ||||||||
| Long term loan from parent company | ||||||||
| Long term operating lease liability | ||||||||
| Deferred tax liability | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Deficit (Note 3) | ||||||||
| Series A preferred stock $ par value, shares authorized, shares issued and outstanding as of June 30, 2024, and December 31, 2023 | ||||||||
| Common stock $ par value, shares authorized as of June 30, 2024 and December 31, 2023. shares issued and outstanding as of June 30, 2024 and December 31, 2023. | ||||||||
| Additional paid-in capital | ( | ) | ( | ) | ||||
| Treasury stock at cost – shares of common stock | ( | ) | ( | ) | ||||
| Proceeds on account of shares | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Company’s stockholders’ equity | ||||||||
| Non-controlling interests | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 5 |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(U.S. dollars except share and per share data)
| Six months ended | Three months ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Revenues | ||||||||||||||||
| Cost of sales | ( | ) | ( | ) | ||||||||||||
| Gross profit | ( | ) | ||||||||||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Finance income (expenses), net | ( | ) | ( | ) | ||||||||||||
| Loss before equity in net loss of equity investments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: Equity in net gain (loss) of equity investments | ( | ) | ||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to non-controlling interests | ||||||||||||||||
| Net loss attributable to the Company’s stockholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Basic and diluted net loss per share | ) | ) | ) | ) | ||||||||||||
| Weighted average number of shares outstanding used in computing basic and diluted net loss per share | ||||||||||||||||
| Comprehensive loss: | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive loss - Foreign currency translation adjustments | ( | ) | ( | ) | ||||||||||||
| Comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net - loss attributable to non-controlling interests | ||||||||||||||||
| Other comprehensive loss attributable to non-controlling interests | ( | ) | ( | ) | ||||||||||||
| Comprehensive loss attributable to the Company’s stockholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 6 |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(U.S. dollars, except share and per share data)
| Series A Preferred Stock | Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Additional paid-in capital | Proceeds on account of shares | Treasury shares | Accumulated Other Comprehensive Income | Accumulated deficit | Total Company’s stockholders’ equity (deficit) | Non-Controlling Interest | Total stockholders’ equity (deficit) | |||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2024: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds on account of shares | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF MARCH 31, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| CHANGES DURING THE PERIOD OF THREE MONTHS ENDED JUNE 30, 2024: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds on account of shares | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF JUNE 30, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| 7 |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(U.S. dollars, except share and per share data)
| Series A Preferred Stock | Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Additional paid-in capital | Proceeds on account of shares | Treasury shares | Accumulated Other Comprehensive Income | Accumulated deficit | Total Company’s stockholders’ equity (deficit) | Non-Controlling Interest | Total stockholders’ equity (deficit) | |||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2023: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF MARCH 31, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| CHANGES DURING THE PERIOD OF THREE MONTHS ENDED JUNE 30, 2023: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares for investment in an investee | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF JUNE 30, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| 8 |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars except)
| Six months ended | ||||||||
| June 30, | ||||||||
| 2023 | 2023 | |||||||
| (Unaudited) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss for the period | ( | ) | ( | ) | ||||
| Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Change in liability for employee rights upon retirement | ||||||||
| Equity in losses of non-consolidated entity | ||||||||
| Share-based compensation expense | ||||||||
| Change in operating lease | ( | ) | ||||||
| Change in accounts receivable | ( | ) | ||||||
| Change in inventory and in other assets | ( | ) | ||||||
| Change in accounts payable | ( | ) | ||||||
| Change in other accounts liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Loans granted to related parties | ( | ) | ( | ) | ||||
| Increase in funds in respect of employee rights upon retirement | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Loan received | ||||||||
| Proceeds on account of shares | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| INCREASE IN CASH AND CASH EQUIVALENTS | ||||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | ||||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Non cash transactions: | ||||||||
| Initial recognition of operating lease liability | ||||||||
| Shares issued for the purchase of subsidiary | ||||||||
| Issuance of share in exchange for debt | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statement
| 9 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL
| A. | Operations |
World Health Energy Holdings, Inc. (the “Company” or “WHEN”) was formed on May 21, 1986 under the laws of the State of Delaware. The Company has invested in a variety of internally developed software programs that it strove to commercialize.
UCG, INC. (the “UCG”) was incorporated on September 13, 2017, under the laws of the State of Florida. The Company wholly-owns the issued and outstanding shares of RNA Ltd. (“RNA”).
RNA is primarily a research and development company that has been performing software design work for UCG in the field of cybersecurity under the terms of development agreement between UCG, the Company’s principal shareholder, and RNA. UCG is primarily engaged in the marketing and distribution of cybersecurity-related products.
On April 27, 2020, the Company completed a reverse triangular merger pursuant to which SG 77 Inc., a Delaware corporation (“SG”) and at such time a wholly-owned subsidiary of UCG, became a direct and wholly owned subsidiary of the Company and RNA became an indirect wholly owned subsidiary of the Company through SG (the “SG Merger”).
The SG Merger was accounted for as a reverse asset acquisition. Under this method of accounting, SG was deemed to be the accounting acquirer for financial reporting purposes.
On March 22, 2022, the Company entered into an investment agreement pursuant to which the Company purchased % of the outstanding common shares of CrossMobile Sp. z o.o (“CrossMobile”) on a fully diluted basis, in consideration of the issuance by the Company to CrossMobile of restricted shares of the Company’s common stock (the “Initial Investment”). On October 25, 2022, the Company exercised an option to purchase an additional 25% shares of CrossMobile such that following the acquisition, the Company increased its holding from 26% to 51% of CrossMobile’s outstanding common stock on a fully diluted basis. In consideration for the exercise of the Additional Share Purchase Option, the Company issued 10,000,000 restricted common stock on November 28, 2022 to Crossmobile.
CrossMobile is a licensed mobile virtual network operator in Poland, providing the necessary licenses and key infrastructure in the EU. With its involvement in CrossMobile, the Company expects to provide advanced cybersecurity solutions and other next-generation value-added services to CrossMobile’s future product offerings.
The Company, collectively with SG, RNA and CrossMobile are hereunder referred to as the “Group”.
| C. | Board and Shareholder Authority for Reverse Stock Split |
On
May 17, 2023,
| 10 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL (continued)
| A. | Financial position |
The Group is subject to certain inherent risks and uncertainties associated with the development of its business. To date, substantially all the Company’s efforts and investments have been devoted to the growth of its business, organically and inorganically. These investments have historically been funded by raising outside capital, and as a result of these efforts, the Company has generally incurred significant losses and used net cash outflows from operations since inception.
During
the six months ended June 30, 2024, the Company incurred a net loss of $
The Group’s management expects that the Group will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of June 30, 2024, management currently is of the opinion that its existing cash will be sufficient to fund operations until the end of the second quarter of 2025. As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern.
Management endeavors to secure sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them, on favorable terms, or at all. If the Company is unsuccessful in securing sufficient financing, it may need to cease operations.
The financial statements do not include adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern.
| B. | Risk factors |
The Group faces a number of risks, including uncertainties regarding finalization of the development process, demand and market acceptance of the Group’s products, the effects of technological changes, competition and the development of products by competitors. Additionally, other risk factors also exist, such as the ability to manage growth and the effect of planned expansion of operations on the Group’s future results. In addition, the Group expects to continue incurring significant operating costs and losses in connection with the development of its products and increased marketing efforts. As mentioned above, the Group has not yet generated significant revenues from its operations to fund its activities, and therefore the continuance of its activities as a going concern depends on the receipt of additional funding from its current stockholders and investors or from third parties.
| C. | On October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. Following the attack by Hamas on Israel’s southern border, Hezbollah in Lebanon also launched missile, rocket, drone and shooting attacks against Israeli military sites, troops and Israeli towns in northern Israel. In response to these attacks, the Israeli army has carried out a number of targeted strikes on sites belonging to Hezbollah in Lebanon and Syria. Recently, Iran has directly joined the hostilities against Israel by firing hundreds of drones, ballistic missiles and guided missiles to Israel causing further uncertainty in the region. While currently limited damage was registered in Israel from the Iranian attack, the situation is developing and could lead to additional wars and hostilities in the Middle East. It is possible that the hostilities with Hezbollah will escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank, as well as other hostile countries, will join the hostilities. Such hostilities may include terror and missile attacks. |
Certain of our consultants in Israel may be called up for reserve duty, in addition to employees of our service providers located in Israel, have been called, for service and such persons may be absent for an extended period of time. In the event that hostilities disrupt our ongoing operations, our ability to deliver or provide services in a timely manner to meet our contractual obligations towards customers and vendors could be materially and adversely affected.
| 11 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL (continue)
The intensity and duration of Israel’s current war against Hamas is difficult to predict, as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. These events may be intertwined with wider macroeconomic indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability to effectively conduct its operations.
Since this is an event that is not under the control of the Company, and matters such as the fighting continuing or stopping may affect the Company’s assessments, as at the reporting date the Company is unable to assess the extent of the effect of the war on its business activities and on the business activities of its subsidiaries, and on their medium and long term results. The Company is continuing to regularly follow developments on the matter and is examining the effects on its operations and the value of its assets.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Unaudited Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the six-months ended June 30, 2024. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2024. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates.
Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on published on the OTCIQ, for the year ended December 31, 2023.
Principles of Consolidation
The consolidated financial statements are prepared in accordance with GAAP. The consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated.
Use of Estimates
The preparation of condensed interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to provide enhanced segment disclosures. The standard will require disclosures about significant segment expenses and other segment items and identifying the Chief Operating Decision Maker and how they use the reported segment profitability measures to assess segment performance and allocate resources. These enhanced disclosures are required for all entities on an interim and annual basis, even if they have only a single reportable segment. The standard is effective for years beginning after December 15, 2023 and interim periods within annual periods beginning after December 15, 2024, and early adoption is permitted. The Company does not believe that adoption of this ASU will have a material impact on the Company’s consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to provide enhancements to annual income tax disclosures. The standard will require more detailed information in the rate reconciliation table and for income taxes paid, among other enhancements. The standard is effective for years beginning after December 15, 2024, early adoption is permitted. The Company does not believe that adoption of this ASU will have a material impact on the Company’s consolidated financial statements.
NOTE 3 – COMMON STOCK
| During
the six months ended June 30, 2024, the Company received subscription proceeds of $ |
| 12 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| 1. | The following table presents the Company’s stock option activity during the three and six months ended June 30, 2024: |
| Number of Options | Weighted Average Exercise Price | |||||||
| Outstanding at December 31,2023 | ||||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited or expired | ||||||||
| Outstanding at March 31,2024 | ||||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited or expired | ||||||||
| Outstanding at June 30,2024 | ||||||||
| Number of options exercisable at June 30, 2024 | ||||||||
The aggregate intrinsic value of the awards outstanding as of June 30, 2024 is $. These amounts represent the total intrinsic value, based on the Company’s stock price of $ as of June 30, 2024, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.
| Exercise price | Stock options outstanding | Weighted average remaining contractual life – years | Stock options vested | |||||||||
| As of June 30, 2024 | ||||||||||||
The stock options outstanding as of June 30, 2023, have been separated into exercise prices, as follows:
| Exercise price | Stock options outstanding | Weighted average remaining contractual life – years | Stock options vested | |||||||||
| As of June 30, 2023 | ||||||||||||
Compensation expense recorded by the Company in respect of its stock-based compensation awards for the six and three months ended June 30, 2024 were $ and $, respectively and for the six and three months ended June 30, 2023 were $ and $, respectively. The compensation expenses are included in the Statements of Operations.
As of June 30, 2024, the total share-based compensation costs not yet recognized related to unvested stock options was $ million, which is expected to be recognized over the weighted-average remaining requisite service period of years
| 13 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – RELATED PARTIES
| A. | Transactions and balances with related parties |
Six months ended June 30 | Three months ended June 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| General and administrative expenses: | ||||||||||||||||
| Salaries and fees to officers | ||||||||||||||||
| (*) of which share based compensation | ||||||||||||||||
| Research and development expenses: | ||||||||||||||||
| Salaries and fees to officers | ||||||||||||||||
| (*) of which share based compensation | ||||||||||||||||
| B. | Balances with related parties and officers: |
As of June 30, | As of December 31, | |||||||
| 2024 | 2023 | |||||||
| (Unaudited) | ||||||||
| Other current assets | ||||||||
| Other accounts liabilities | ||||||||
| Liability for employee rights upon retirement | ||||||||
| Long term loan from related party (*) | ||||||||
| (*) |
NOTE 6 – SUBSEQUENT EVENTS
(i)
On July 2, 2024, the Company, entered into and executed an agreement (the “IHQ Agreement”) with Intent HQ Limited
(“IHQ”), a company incorporated under the laws of England and Wales pursuant to which IHQ invested and granted the
Company a worldwide, royalty-free, perpetual, nonexclusive, sublicensable, irrevocable license to IHQ’s Edge SDK, in both
source-code and object-code formats and associated documentation (collectively, the “Perpetual License”). In
consideration of the Perpetual License the Company undertook to issue
shares (the “Consideration Shares”) of Company’s common stock, par value $
per share (the “Common Stock”). The Consideration Shares represents approximately
The strategic alliance represented by this agreement aims to leverage WHEN’s cybersecurity products in combination with IHQ’s modules to introduce to the market novel products in the cybersecurity field applicable to both the business and individual level.
The IHQ Agreement provides that the Consideration Shares are subject to a Lock Up Agreement for a period of 12 months from the date of their issuance, but the lock up would be automatically canceled on the date of the Uplisting (as defined below). In addition, the lock up may be cancelled unilaterally by IHQ, in its sole discretion, in which case the Perpetual License will be considered fully paid. Under the terms of the IHQ Agreement, the Company undertook to complete an uplisting (the “Uplisting”) of its shares of Common Stock on NYSE, NASDAQ or the Chicago Board Options Exchange prior to June 28, 2025 (the “Uplisting Target Date”).
Under
the terms of the IHQ Agreement, the Company may at any time prior to the Uplisting Target Date, at its sole discretion without any
obligation whatsoever, pay IHQ in cash $
In the event that the Company or a subsidiary will raise funds on or prior to December 28, 2025 (the “Target Fundraise Period”) in connection with, from or relating to the Uplisting (whether or not the Uplisting ultimately occurs) for a specified amount (the “Target Fundraise”), the Company is obligated to pay IHQ a marketing advisory fee at a specified the rate for each dollar cumulatively raised during the Target Fundraise Period over and above the Target Fundraise.
(ii)
On August 14, 2024, the Company, entered into and executed an agreement (the “Terra Zone Agreement”) with Terra Zone
Ltd. (“Terrz Zone”), a company incorporated under the laws of Israel pursuant to which the Company purchased
ordinary shares of Terra Zone, representing
Terra Zone is engaged in the cybsersecurity field. On August 14, 2024, the Company and Terra Zone entered into the Technology Cooperation Agreement pursuant to which the parties will cooperate as reasonably required so that their security solutions interoperate, By integrating Terra Zone’s unique technology with WHEN’s intelligence cyber and security business solution, the parties intend to bring to market an endpoint security solution intended to enable organizations to precisely identify and isolate any entity—whether working remotely or within the corporate network—ensuring that only authorized users can access critical resources while remaining completely isolated from the broader network.
Under the terms of the technology cooperation agreement,
the parties undertook to develop and commercialize the Bundled Solution. The parties also agreed that of the net sales received from the parties from the Bundled Solution in an aggregate
amount of up to eight million ($
(iii)
The Company and Mr. Baumeohl, a Company director, entered into an agreement as of August 14, 2024 pursuant to which all investments by
Mr. Baumeohl during 2024 under the investment agreement between Mr. Barumeohl and Company which was entered into in November 2022, which
aggregated to $
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The following discussion should be read in conjunction with the financial statements and related notes contained elsewhere in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2024. Certain statements made in this discussion are “forward-looking statements” within the meaning of the private securities litigation reform act of 1995,. These statements are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.
Overview
World Health Energy Holdings (“WHEN” or the “Company” or “us” ) is primarily engaged in the global telecom and cybersecurity technology field. On April 27, 2020, WHEN completed a reverse triangular merger pursuant to which SG 77 Inc., a Delaware corporation (“SG”) and at such time a wholly-owned subsidiary of UCG, the Company’s principal shareholder, became a direct and wholly owned subsidiary of the Company and RNA Ltd. became an indirect wholly owned subsidiary of the Company through SG. Each of Gaya Rozensweig and George Baumeohl, directors of the Company, are also the sole shareholders and directors of UCG.
RNA is primarily a research and development company that has been performing software design services in the field of cybersecurity. SG is primarily engaged in the marketing and distribution of cybersecurity related products. In anticipation of the transaction contemplated under the Merger Agreement, SG was formed and all of the cybersecurity rights and interests held by UCG, including the share ownership of RNA, were assigned to SG.
Following the closing, each of SG 77 and RNA became wholly-owned subsidiaries of the Company.
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Acquisition of CrossMobile
On March 22, 2022 the Company, CrossMobile Sp z o.o., a company formed under the laws of Poland (“CrossMobile”) and the shareholders of CrossMobile (of which our CEO, Giora Rosenzweig, holds 40.67% and George Baumeohl, a director, holds 3.33%, of the issued preferred share capital of CrossMobile), entered into an Investment Agreement (the “Agreement”) pursuant to which the Company purchased in July 2022 an initial 26% equity stake of the outstanding common share capital of CrossMobile on a fully diluted basis, in consideration of the issuance by the Company to CrossMobile of 10,000,000,000 restricted shares of Company . In addition, for 18 months following the date of the Agreement, the Company has the option to purchase additional shares of CrossMobile, (the “Additional Share Purchase Option”), such that following such additional purchase, the Company shall hold approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis. On October 25, 2022, the Company exercised the Additional Share Purchase Option to acquire such additional shares of CrossMobile and the Company now holds approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis and proportionally voting rights. In consideration for the exercise of the Additional Share Purchase Option, the Company issued to CrossMobile an additional 10,000,000 shares of the Company’s common stock.
CrossMobile provides public mobile telephone services in Europe, (without its own radio infrastructure) We believe that the acquisition of CrossMobile provides an opportunity in our evolution and provides us with a strong foothold in the European mobile telecom market. CrossMobile is planning to roll-out a comprehensive suite of value-added services for B2B and B2C customers in the telecom industry.
With our involvement in CrossMobile, we expect to provide advanced cybersecurity solutions and other next-generation value-added services to CrossMobile’s future product offerings.
The global telecom services market size was valued at USD $172.32 billion in 2023 and is expected to expand at a compound annual growth rate (CAGR) of 6.2% from 2023 to 2030 1. The global cyber security market size is projected to grow from billion in 2023 to $424.97 billion in 2030, at a CAGR of 4.51%2 during the forecast years. By combining the telecom focus with our existing cyber security product offering, our plan is to bring to market a new standard of service in value added telecom and security solutions for B2B and B2C customers alike.
Through the date of this report, CrossMobile signed up approximately 3,500 paying subscribers, including B2B and B2C subscribers. CrossMobile intends during the next 12 months to build a strong telecom brand empowered by ’state of the art’ technology, competitive pricing and a product mix including proprietary AI and WHEN’s cybersecurity solutions.
Acquisition of Instaview
On Feb. 26, 2023 we completed the acquisition of an initial 26% of Instaview Ltd. (“Instaview”), an emerging technology company in the field of AI-based image processing systems, thermal cameras, home and enterprise security, livestock tracking and control appliances plus much more.
Instaview is engaged in the field of image processing systems and thermal cameras. Over the past 18 years, Instview has provided innovative security and managing solutions in hundreds of projects in Israel and overseas.
During the fourth quarter of 2023, the Company amortized its investment in InstaView and recorded an impairment charge of $151,015.
1 Grand View Research, from https://www.grandviewresearch.com/industry-analysis/global-telecom-services-market
2 https://www.fortunebusinessinsights.com/industry-reports/cyber-security-market-101165
Transaction with Intent HQ
On July 2, 2024, the Company, entered into an agreement (the “HQ Agreement”) with Intent HQ Limited (“IHQ”), a company incorporated under the laws of England and Wales pursuant to which IHQ Invested and granted the Company a worldwide, royalty-free, perpetual, nonexclusive, sublicensable, irrevocable license to IHQ’s Edge SDK, in both source-code and object-code formats and associated documentation (collectively, the “Perpetual License”). In consideration of the Perpetual License the Company issued 25,038,272,832 shares (the “Consideration Shares”) of Company’s common stock, par value $0.00001 per share (the “Common Stock”). IHQ also undertook to provide professional consulting services to enable the Company to implement, develop and commercialize its own and joined products based on the product materials or any portions or derivative works thereof, all subject to the terms and conditions set forth therein.
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The strategic alliance represented by this agreement aims to leverage WHEN’s cybersecurity products in combination with IHQ’s modules to introduce to the market novel products in the cybersecurity field applicable to both the business and individual level.
The Agreement provides that the Consideration Shares are subject to a Lock Up Agreement for a period of 12 months from the date of their issuance, but the lock up would be automatically canceled on the date of the Uplisting (as defined below). In addition, the lock up may be cancelled unilaterally by IHQ, in its sole discretion, in which case the Perpetual License will be considered fully paid. Under the terms of the Agreement, the Company undertook to complete an uplisting (the “Uplisting”) of its shares of Common Stock on NYSE, NASDAQ or the Chicago Board Options Exchange prior to June 28, 2025 (the “Uplisting Target Date”).
Under the terms of the Agreement, the Company may at any time prior to the Uplisting Target Date, at its sole discretion without any obligation whatsoever, pay IHQ in cash $5 million dollar as a license fee for the Perpetual License, upon which the entirety of the Consideration Shares shall be returned to the Company. If the Uplisting occurs on or before the Uplisting Target Date, then upon Uplisting the Perpetual License shall be deemed to have been fully paid for by the issuance of the Consideration Shares, and all of IHQ’s rights of termination of the Agreement and rights related to cancellation of Lock Up shall terminate and no longer be in force and effect. However, if the Uplisting does not occur before the Uplisting Target Date and, or the Company has not paid $5 million license fee for the Perpetual License, then IHQ has the right, within 30 days of the Uplisting Target Date, to terminate the Agreement and return to WHEN all of the Consideration Shares.
In the event that the Company or a subsidiary will raise funds on or prior to December 28, 2025 (the “Target Fundraise Period”) in connection with, from or relating to the Uplisting (whether or not the Uplisting ultimately occurs) for a specified amount (the “Target Fundraise”), the Company is obligated to pay IHQ a marketing advisory fee at a specified the rate for each dollar cumulatively raised during the Target Fundraise Period over and above the Target Fundraise.
Transaction with Terra Zone Ltd.
On August 14, 2024, the Company, entered into and executed an agreement (the “Agreement”) with Terra Zone Ltd. (“Terrz Zone”), a company incorporated under the laws of Israel pursuant to which the Company purchased 448,029 ordinary shares of Terra Zone, representing 4% of the issued and outstanding shares of Terra Zome on a fully diluted basis immediately following the issuance, in consideration for the Company’s agreement to issue ot Terrz Zone 5,000,000,000 shares of the Company’s common stock. In addition, the parties agreed to a mutual option, exercisable by either of the parties through the second anniversary of closing, to acquire additional shares of the other. Under the mutual option, the Company is entitled to purchase an additional 446,697 ordinary shares of Terra Zone in consideration of the issuance by the Company of 5,208,338,520 shares common stock of the Company and Terra Zone is entitled to exercise the mutual option for the same number of the Company’s common stock.
Terra Zone is engaged in the cybsersecurity field. On August 14, 2024, the Company and Terra Zone entered into the Technology Cooperation Agreement pursuant to which the parties will cooperate as reasonably required so that their security solutions interoperate. By integrating Terra Zone’s unique technology with WHEN’s WHEN’s advanced intelligence cyber and security business solution, the parties intend to bring to market an endpoint security solution intended to enable organizations to precisely identify and isolate any entity—whether working remotely or within the corporate network—ensuring that only authorized users can access critical resources while remaining completely isolated from the broader network.
The collaboration between WHEN and TerraZone highlights their commitment to advancing security measures in the micro-segmentation industry. As cyber threats evolve, the demand for adaptive security solutions that can operate seamlessly across various network environments is imperative. Together, WHEN and TerraZone are are aiming to deliver a comprehensive security solutions that address the complexities of the current corporate infrastructures.
Under the terms of the technology agreement, the parties undertook to develop and commercialize the bundled product. The parties also agreed that of the net sales received from the parties from the Bundled Solution in an aggregate amount of up to eight million ($8,000,000), except for certain specified fees, 75% of such amount shall be for the account of WHEN and the balance for Terra Zone. Any amounts of net sales in excess of eight million ($8,000,000) shall be distributed to the parties in equal measure
Combined WHEN Product Offerings
Our product offerings are comprised of three complementary segments, namely
| 1. | Cyber Care, which is the long standing and core business segment of WHEN | |
| 2. | AI based image processing systems such as audio-video systems and security cameras solutions being an off-line extension of the on-line Cyber Care services entered through the acquisition of 26% shares in Instaview | |
| 3. | Mobile telecom GSM which is a new business segment, linking the off and on line business segments entered through the recent acquisition of CrossMobile |
All three are targeting commercial enterprises (B2B) and individual users (B2C).
Cyber Care
B2B Offerings—Our B2B Cybersecurity system software development and implementation program focuses on developing a threat management software that provides innovative solutions for the constantly evolving cyber challenges of businesses, non-governmental organizations (NGO’s) and governmental entities.
In 2021 we launched OTOGRAPH, our comprehensive cybersecurity and information security system, to enable business enterprises to monitor, analyze and prevent suspicious or harmful behavior on corporate networks and connected devices. The OTOGRAPH is designed to analyze and prevent internal or external abuse or abnormal activity on enterprise devices, such as PCs, mobile phones, servers or any other operating system (OS)-based Internet of things (IOT) devices. IoT devices are the nonstandard computing devices that connect wirelessly to a network and have the ability to transmit data.
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The rapid transition to open and cloud-based remote workforce has exposed businesses and organizations across the world to higher risks of cyber-attacks and information security breaches. To enable businesses to better protect their data and workflow, we developed a Business Behavioral Analysis (BBA) system that enables business leaders to track all activity from any given location on a one-stop dashboard. Developed over the past two years, OTOGRAPH provides aggregated data and a wide variety of real-time analytics such as real time monitoring of online behavior, applications and system behavior, data breaches, internal and external connections analytics, productivity analysis and psycholinguistic analysis. Corporations and organizations can then use the dashboard to detect suspicious human or device activities that put their company at risk.
OTOGRAPH was developed based on based on a state of the art intelligence technology combined with AI technology that processes and analyzes massive amounts of behavioral and communication data and enables organizations to make real time accurate preventive assessments and decisions to protect company assets and ensure operational efficiency. OTOGRAPH deploys a unique Business Behavioral Analysis (BBA) machine learning software. Behavioral digital data is extracted from all endpoint devices that are connected to the company’s network infrastructure – whether physically, wirelessly or remotely. The data is processed and analyzed to learn and to reveal the unique digital behavioral pattern of the organization as a whole and of every endpoint or individual.
OTOGRAPH then sets baselines of normal patterns for each, and constantly searches for anomalies – deviations from those expected patterns. The anomalies are detected automatically and instantly, categorized by their type and generate push alerts which are sent to the business leader’s dashboard and enabling him to respond to the threat.
OTOGRAPH is continuously learning and calibrating the normal patterns and their thresholds to minimize the number of false alarms and constantly adapt to the changing needs of organizations in real time. Our B2C Cybersecurity division targets families concerned with external cyber threats and exposures in addition to monitoring a child’s behavioral patterns that may alert parents to potential tragedies caused by cyber bullying, pedophiles, other predators, and depression.
B2C
SG’s Parental System offers a comprehensive solution which is designed to enable parents wishing to observe their children’s online behavior to learn if they are accessing inappropriate websites and content and/or to protect them from a range of threats including cyberbullying, pedophiles and other predators and identity theft.
The Parental System line is positioned as the “ultimate parental cyber solution”. This system incorporates a range of features enabling parents to view and manage their children’s Android phones and devices. The key elements of our proprietary solutions include the following: analysis of all incoming and outgoing written data; analysis of all incoming and outgoing audio communication; real time location tracking; environmental surroundings analysis; and cyber activity analysis.
The Parental System has similar features to those of the B2B yet tailored to fit the needs of parents and guardians to protect their children. Such variations focus on online behavioral patterns whether vocally, via short message service (“SMS”) or social media platforms. If there is a change in behavior patterns, the product is designed to immediately send the parent or adult guardian an alert. For example, as stated in several international reports, one of the identifiable indicators before suicide is social withdrawal, something which today appears as a significant decrease in text message exchanges. The system categorizes this decrease as a red flag. Moreover, there are certain words and phrases which increase in use prior to suicide which the system will detect these it will put them in the red flag category.*
* https://www.mayoclinic.org/healthy-lifestyle/tween-and-teen-health/in-depth/teen-suicide/art-20044308
While analyzing voice calls based on; tone of speech, lengths of the conversation and the frequency of calls, Parental System Analytics is capable of identifying changes in behavioral patterns and flagging these changes. For example, studies showed that with deteriorating mental health, the frequency of calls decreases and the sentences along with the length of the conversations get shorter. Any such discrepancy in behavior patterns will send a real time alert to the parent or legal guardian, potentially avoiding a tragedy.
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Strategy Cyber Care: We believe that the technology underlying our product offering is our primary competitive advantage. The strength of our solution is driven by several proprietary technologies and methodologies that we have developed, coupled with how we have combined them into our highly versatile platform incl. the mobile telecom platform discussed below. These advantages enable our end users to
| ● | Prevent trade secret and data leakage; | |
| ● | Protect against hackers; | |
| ● | Minimize loss of productivity; | |
| ● | Detect embezzlements and thefts; | |
| ● | Defend employees from harassments; | |
| ● | Prevent talent and client poaching; | |
| ● | Avoid human errors; | |
| ● | Develop a new level of decision-making ability based on accurate and real-time data; and | |
| ● | Assist parents and legal guardians in monitoring their minor children’s’ cyber online activities. |
The Company’s go-to-market strategy focuses principally on generating revenue from software, services and licensing. The Company intends to drive revenue growth and to achieve margins that are consistent with those of other enterprise software companies.
We currently intend to sell substantially all of our products and services to distributors and resellers, which will sell to end-user customers, which we refer to in this report as our customers.
The implementation of our strategies is subject to our raising significant cash resources, of which no assurance can be provided that we will be successful in raising the needed capital on commercially reasonable terms. As of the date of this prospectus, we have no commitments for any capital raise.
Mobile telecom GSM
Following the first step, our next planned strategy is to add the advanced B2B and B2B Cyber Care bundled with the audio-video systems and security cameras solution and offer them as an integrated part of our GSM solutions. This will give our B2B the possibility to use the AI and BBA as a tool to increase not only security but as well efficiency in sales organizations where soft skills, emotions and personal relations are crucial.
In respect to the B2C market our strategy is to give families a tool to protect their assets and entire households in particular kids or pets and evenelderly members being fragile newcomers in the world of e-commerce, on-line banking and on-line dating.
The third step expected to be initiated in fourth quarter of 2024 is to copy and paste the same scenario of combining Cyber Care and Mobile Telecom to other selected markets in North Africa, the USA and Europe.
Bundled Security Offering
Under the agreement with Terra Zone, WHEN and Tera Zone intend to bring to market an endpoint security solution intended to enable organizations to precisely identify and isolate any entity—whether working remotely or within the corporate network—ensuring that only authorized users can access critical resources while remaining completely isolated from the broader network.
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Comparison of the Three Months Ended June 30, 2024 to the Three Months Ended June 30, 2023
| Three months ended June, 2024 | ||||||||
| 2024 | 2023 | |||||||
| Revenues | $ | 19,047 | 102,646 | |||||
| Cost of revenues | (22,866 | ) | - | |||||
| Gross profit | (3,819 | ) | 102,646 | |||||
| Operating Expenses | ||||||||
| Research and development expenses | (378,199 | ) | (502,187 | ) | ||||
| Selling and marketing expenses | (66,626 | ) | (3,527 | ) | ||||
| General and administrative expenses | (686,016 | ) | (1,148,382 | ) | ||||
| Operating loss | (1,134,660 | ) | (1,551,450 | ) | ||||
| Financing income (expenses), net | (7,694 | ) | 10,614 | |||||
| Loss before equity in net loss of equity investments | (1,142,354 | ) | (1,540,836 | ) | ||||
| Less: Equity in net loss of equity investments | - | 250 | ||||||
| Net loss | (1,142,354 | ) | (1,540,586 | ) | ||||
| Net loss attributable to non-controlling interests | 43,094 | 12,930 | ||||||
| Net loss attributable to the Company’s stockholders | (1,099,260 | ) | (1,527,656 | ) | ||||
Revenues
Our total revenue consists of sales of our products and services.
Cost of revenues
Our cost of revenues includes cost of products sold.
Operating Expenses
Our current operating expenses consist of three components - research and development expenses, selling and marketing expenses and general and administrative expenses.
Research and Development Expenses, net
We expect to continue incurring substantial expenses for the next several years as we continue to develop our product lines. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. The design and development activities will consume a large proportion of our current, as well as projected, resources.
Our research and development costs include costs are comprised of:
● internal recurring costs, such as personnel-related costs (salaries, employee benefits, equity compensation and other costs), materials and supplies, facilities and maintenance costs attributable to research and development functions; and
● fees paid to external parties who provide us with contract services, such as preclinical testing, manufacturing and related testing and clinical trial activities.
The following table discloses the breakdown of research and development expenses:
| Three Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Salaries and related expenses | $ | 72,374 | 111,339 | |||||
| Share-based compensation expenses | 201,955 | 349,867 | ||||||
| Subcontractors and other development costs | 42,729 | 5,887 | ||||||
| Depreciation and amortization | 4,733 | 4,305 | ||||||
| Rent and office maintenance | 16,532 | 24,465 | ||||||
| Other expenses | 39,876 | 6,324 | ||||||
| Total | $ | 378,199 | 502,187 | |||||
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Selling and Marketing Expenses
Selling and marketing expenses consist primarily of salaries and related expenses, professional services and other expenses.
The following table discloses the breakdown of selling and marketing expenses:
| Three Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Salaries and related expenses | 49,913 | 3,527 | ||||||
| Other expenses | 16,713 | - | ||||||
| Total | $ | 66,626 | 3,527 | |||||
We expect that our selling and marketing expenses will increase as we continue to increase our selling and marketing efforts in 2024 following the acquisition of Cross Mobile and our marketing efforts to build new Telecom operators with standard packages of Voice, SMS and Data in Poland and International Roaming .
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and related expenses, professional services, rent and office maintenance and other non-personnel related expenses.
The following table discloses the breakdown of general and administrative expenses:
Three Months Ended June 30 | ||||||||
| 2024 | 2023 | |||||||
| Salaries and related expenses | $ | 59,186 | $ | 55,477 | ||||
| Share-based compensation expenses | 667,337 | 975,319 | ||||||
| Professional services | (63,765 | ) | 86,067 | |||||
| Rent and office maintenance | 22,202 | 16,346 | ||||||
| Other expenses | 1,056 | 15,173 | ||||||
| Total | $ | 686,016 | $ | 1,148,382 | ||||
Revenues
Revenues for the three months ended June 30, 2024 and 2023 were $19,047 and $102,646, respectively. The decrease in our revenues resulted primarily from one-time services provided under a development agreement in an amount of $90,000 recognized during the three months ended June 30, 2023.
Research and Development Expenses. Research and development expenses consist of salaries and related expenses, share-based compensation expenses, consulting fees, service providers’ costs and overhead expenses. Research and development expenses decreased from $502,187 during the three months ended June 30, 2023 to $378,199 during the three months ended June 30, 2024. The decrease resulted primarily from decrease in non-cash share-based compensation expenses as well as salaries and related expenses, partially offset by increase in consulting fees and service providers’ costs associated with our development activities, rent and maintenance costs and salaries and related expenses.
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Selling and Marketing Expenses. Selling and marketing expenses consist primarily of salaries and related expenses. Selling and marketing expenses for the three months ended June 30, 2024 amounted to $66,626 as compared to $3,527 for the three months ended June 30, 2023. The increase in our Selling and marketing expenses resulted primarily from increase in salaries and related expenses and in other selling and marketing expenses.
General and Administrative Expenses. General and administrative expenses consist primarily of salaries and related expenses, share-based compensation expenses and other non-personnel related expenses such as legal expenses. General and administrative expenses decreased from $1,148,382 for the three months ended June 30, 2023 to $686,016 in the three months ended June 30, 2024. The decrease is primarily attributed to the decrease in non-cash share-based compensation expenses and professional services expenses.
Financing Income (expenses), Net. Financing income, net decreased from $10,614 of financing income for the three months ended June 30, 2023 to financing expenses, net of $7,694 for the three months ended June 30, 2024. The increase in financing expenses, net is mainly a result of currency exchange differences between the Dollar and the New Israeli Shekel.
Net Loss. As a result of the foregoing, our net loss for the three months ended June 30, 2024 was $1,142,354 compared to $1,540,586 for the three months ended June 30, 2023.
Comparison of the six Months Ended June 30, 2024 to the six Months Ended June 30, 2023
Summary of Results of Operations
| Six months ended | ||||||||
| June 30 | ||||||||
| 2024 | 2023 | |||||||
| Revenues | $ | 51,923 | 134,986 | |||||
| Cost of revenues | (34,548 | ) | - | |||||
| Gross profit | 17,375 | 134,986 | ||||||
| Operating Expenses | ||||||||
| Research and development expenses | (824,583 | ) | (1,005,123 | ) | ||||
| Selling and marketing expenses | (93,825 | ) | (30,197 | ) | ||||
| General and administrative expenses | (1,641,147 | ) | (3,132,840 | ) | ||||
| Operating loss | (2,542,180 | ) | (4,033,174 | ) | ||||
| Financing income, net | (7,585 | ) | 15,503 | |||||
| Loss before equity in net loss of equity investments | (2,549,765 | ) | (4,017,671 | ) | ||||
| Less: Equity in net loss of equity investments | - | (227 | ) | |||||
| Net loss | (2,549,765 | ) | (4,017,898 | ) | ||||
| Net loss attributable to non-controlling interests | 67,328 | 25,942 | ||||||
| Net loss attributable to the Company’s stockholders | (2,482,437 | ) | (3,991,956 | ) | ||||
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Revenues
Our total revenue consists of sales of our products and services.
Operating Expenses
Our current operating expenses consist of three components - research and development expenses, selling and marketing expenses and general and administrative expenses.
Research and Development Expenses, net
We expect to continue incurring substantial expenses for the next several years as we continue to develop our product lines. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. The design and development activities will consume a large proportion of our current, as well as projected, resources.
Our research and development costs include costs are comprised of:
● internal recurring costs, such as personnel-related costs (salaries, employee benefits, equity compensation and other costs), materials and supplies, facilities and maintenance costs attributable to research and development functions; and
● fees paid to external parties who provide us with contract services, such as preclinical testing, manufacturing and related testing and clinical trial activities.
The following table discloses the breakdown of research and development expenses:
| Six Months Ended June 30 | ||||||||
| 2024 | 2023 | |||||||
| Salaries and related expenses | $ | 147,857 | 173,683 | |||||
| Share-based compensation expenses | 470,946 | 750,391 | ||||||
| Subcontractors and other development costs | 80,376 | 14,719 | ||||||
| Depreciation and amortization | 9,815 | 8,573 | ||||||
| Rent and office maintenance | 58,562 | 47,089 | ||||||
| Other expenses | 57,027 | 10,667 | ||||||
| Total | $ | 824,583 | 1,005,123 | |||||
Selling and Marketing Expenses
Selling and marketing expenses consist primarily of salaries and related expenses, professional services and other expenses.
The following table discloses the breakdown of selling and marketing expenses:
| Six Months Ended June 30 | ||||||||
| 2024 | 2023 | |||||||
| Professional services | $ | 77,112 | $ | 30,197 | ||||
| Other expenses | 16,713 | - | ||||||
| Total | $ | 93,825 | $ | 30,197 | ||||
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We expect that our selling and marketing expenses will increase as we continue to increase our selling and marketing efforts in 2024 following the acquisition of Cross Mobile and our efforts to be in the air with standard packages of Voice, SMS and Data in Poland and International Roaming and initiate cooperation with existing or build new Telecom operators.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and related expenses, professional services, rent and office maintenance and other non-personnel related expenses.
The following table discloses the breakdown of general and administrative expenses:
Six Months Ended June 30 | ||||||||
| 2024 | 2023 | |||||||
| Salaries and related expenses | $ | 117,571 | 149,916 | |||||
| Share-based compensation expenses | 1,371,096 | 2,821,682 | ||||||
| Professional services | 97,846 | 106,409 | ||||||
| Rent and office maintenance | 50,468 | 47,200 | ||||||
| Other expenses | 4,166 | 7,633 | ||||||
| Total | $ | 1,641,147 | 3,132,840 | |||||
Revenues
Revenues for the six months ended June 30, 2024 and 2023 were $51,923 and $134,986, respectively. The decrease in our revenues resulted primarily from one-time services provided under a development agreement in an amount of $90,000 recognized during the six months ended June 30, 2023.
Research and Development Expenses. Research and development expenses consist of salaries and related expenses, share-based compensation expenses, consulting fees, service providers’ costs and overhead expenses. Research and development expenses decreased from $1,005,123 during the six months ended June 30, 2023 to $824,583 during the six months ended June 30, 2024. The decrease resulted primarily from decrease in non-cash share-based compensation expenses and salaries and related expenses partially offset by increase in professional services.
Selling and Marketing Expenses. Selling and marketing expenses consist primarily of professional fees. Selling and marketing expenses for the six months ended June 30, 2024 amounted to $93,825 as compared to $30,197 for the six months ended June 30, 2023. The increase is primarily attributable to increase in salaries and related expenses.
General and Administrative Expenses. General and administrative expenses consist primarily of salaries and related expenses, share-based compensation expenses and other non-personnel related expenses such as legal expenses. General and administrative expenses decreased from $3,132,840 for the six months ended June 30, 2023 to $1,641,147 in the six months ended June 30, 2024. The decrease is primarily attributed to the decrease in non-cash share-based compensation expenses.
Financing Income (expenses), Net. Financing income, net decreased from $15,503 of financing income for the six months ended June 30, 2023 to financing expenses, net of $7,585 for the six months ended June 30, 2024. The increase in financing expenses, net is mainly a result of currency exchange differences between the Dollar and the New Israeli Shekel.
Net Loss. As a result of the foregoing, our net loss for the six months ended June 30, 2024 was $2,549,765 compared to $4,017,898 for the six months ended June 30, 2023.
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Financial Condition, Liquidity and Capital Resources
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. At June 30, 2024 and 2023, we had current assets of $383,566 and $448,604, respectively, and total assets of $10,360,869 and $10,535,250 respectively. We had current liabilities of $790,393 and 664,641 as of June 30, 2024 and 2023, respectively and total liabilities of $3,966,534 as compared to $3,815,403 as of June 30, 2024 and 2023, respectively.
At June 30, 2024, we had a cash balance of $125,807 compared to the cash balance of $267,151 as of June 30, 2023. We have no cash equivalents.
At June 30, 2024, we had a negative working capital of $406,827 as compared with a working capital deficiency of $216,037 at June 30, 2023.
Financial Support
In November 2022, we entered into an investment agreement with George Baumeohl, our director, pursuant to which Mr. Baumeohl has agreed to support our operation by way of an equity investment of up to $3 million through August 2025, as needed. The agreement provides for sales of our common stock to Mr. Baumeohl at per share purchase prices ranging between $0.0003 and $0.0005. As of the date of this report, we received an aggregate of $2,144,767 from Mr. Baumeohl. The Company and Mr. Baumeohl entered into an agreement as of August 14, 2024 pursuant to which all investments by Mr. Baumeohl during 2024 under the November 2022 investment agreement, which as of the date of this report aggregated to $919,767, will be priced at a per share purchase price of $0.0001, retroactive to such date.
Management believes that funds on hand, as well as the subscription proceeds that we are to receive on a periodic basis under the committed subscription agreements with our director, will enable us to fund our operations and capital expenditure requirements through the next twelve months. We are substantially dependent on the periodic investment by our director and any disruption of this arrangement will likely materially adversely affect our business.
We may seek to raise any necessary additional capital through a combination of private or public equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights, future revenue streams, or product candidates or to grant licenses on terms that may not be favorable to us. If we raise additional capital through private or public equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.
Critical Accounting Policies
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheets and consolidated statements of operations. Actual results may differ significantly from those estimates.
While our significant accounting policies are described in more detail in the notes to our audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements.
Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Interim Chief Executive Officer, to allow timely decisions regarding required disclosure. Management, with the participation of our Interim Chief Executive Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2024. Based on that evaluation, our management, including our Chief Executive Officer, concluded that our disclosure controls and procedures were not effective as of June 30, 2024.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2023, our management concluded that our internal control over financial reporting was not effective at December 31, 2023. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The limitation of the Company’s internal control over financial reporting was due to the applied risk-based approach which is indicative of many small companies with limited number of staff in corporate functions. The identified weakness were:
| ● | Material Weakness – We did not maintain effective controls over certain aspects of the financial reporting process because we (i) lacked a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and (ii) we lacked controls over the disclosure of our business operations. |
| ● | lack of segregation of duties Significant Deficiencies – Inadequate segregation of duties. |
We expect to be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable future which we believe will mitigate the impact of the material weaknesses discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.
Changes in Internal Controls over Financial Reporting.
Except for the material weakness noted above, there have been no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On October 27, 2020 WHEN filed suit in State Court, Palm Beach County, Florida, against FSC Solutions, Inc. (“FSC”), Eli Gal Levy (“EL”) and Padem Consultants Sprl (collectively, the “Defendants”). The suit relates to the Stock Purchase Agreement entered into by WHEN with FSC and its shareholders, which included EL, pursuant to which WHEN acquired all of the issued and outstanding stock of FSC in exchange for the issuance of 70 billion shares of WHEN unregistered common stock. FSC was the putative owner of a software and trading platform which WHEN intended to use to enter into the on-line trading business. Subsequent to the completion of the acquisition, we determined that FSC did not have control over the trading platform and software we expected to acquire and operate. The suit seeks declaratory judgment to unwind the FSC transaction and cancel the shares of WHEN common stock issued in the FSC transaction that are still outstanding.
On or about, January 19, 2022, EL filed a lawsuit in the Delaware Court of Chancery seeking to remove the restrictive legend from all the shares of Common Stock held by EL (the “2022 Lawsuit”), which are approximately 23,000,000,000 shares. The Company is vigorously defending the 2022 Lawsuit, which is currently in the discovery. Trial is scheduled for May 5, 2025.
On June 24, 2022 the Company filed an amended complaint in Palm Beach County, Florida (CASE NO. 50-2020- CA-011735), alleging violation of Fla. Stat. 517.301, seeking declaratory relief with regard to the status of the shares held and transferred by EL, and seeking a temporary injunction with regard to the transfer of any subject shares.
The Florida Court dismissed the amended complaint based on the statute of limitations.
The Company intends to continue to vigorously pursue this action and avail itself of all options lawfully available to it.
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings or claims against us.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, which could materially affect our business, financial condition, or future results.
ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
On November 1, 2022, we entered into an investment agreement with George Baumeohl, 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, as needed.
| a. | On May 1, 2024 the Company received subscription proceeds of $150,000 under the investment agreement with Mr. Baumeohl in respect of which he is entitled to 1,500,000,000 shares of Common Stock which have not been issued as of the date of this report | |
| b. | On June 20, 2024 the Company received subscription proceeds of $150,000 under the investment agreement with Mr. Baumeohl in respect of which he is entitled to 1,500,000,000 shares of Common Stock which have not been issued as of the date of this report. | |
| c. | On August 13, 2024 the Company received subscription proceeds of $150,000 under the investment agreement with Mr. Baumeohl in respect of which he is entitled to 1,500,000,000 shares of Common Stock which have not been issued as of the date of this report. |
We relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) by virtue of Section 4(a)(2) thereof and/or Regulation S promulgated by the SEC under the Act with respect to the issuance of such securities.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION:
(i)
During the fiscal quarter ended June 30, 2024, none of our directors or executive officers
(ii) On August 14, 2024, the Company, entered into and executed an agreement (the “Agreement”) with Terra Zone Ltd. (“Terrz Zone”), a company incorporated under the laws of Israel pursuant to which the Company purchased 448,029 ordinary shares of Terra Zone, representing 4% of the issued and outstanding shares of Terra Zome on a fully diluted basis immediately following the issuance, in consideration for the Company’s agreement to issue ot Terrz Zone 5,000,000,000 shares of the Company’s common stock. In addition, the parties agreed to a mutual option, exercisable by either of the parties through the second anniversary of closing, to acquire additional shares of the other. Under the mutual option, the Company is entitled to purchase an additional 446,697 ordinary shares of Terra Zone in consideration of the issuance by the Company of 5,208,338,520 shares common stock of the Company and Terra Zone is entitled to exercise the mutual option for the same number of the Company’s common stock.
Terra Zone is engaged in the cybsersecurity field. By integratingTerra Zone’s unique technology with WHEN’s advance mobile application, the parties intend to bring to market a endpoint security identity isolation sector, particularly in providing a robust Zero Trust Network Access (ZTNA) solution, tailored for the micro-segmentation industry. The combined offering is intended to enable organizations to precisely identify and isolate any entity—whether working remotely or within the corporate network—ensuring that only authorized users can access critical resources while remaining completely isolated from the broader network. Under the terms of the Terra Zone Agreement, the parties undertook to develop and commercialize the bundled product.
(iii) The Company and Mr. Baumeohl, a Company director, entered into an agreement as of August 14, 2024 pursuant to which all investments by Mr. Baumeohl during 2024 under the investment agreement between Mr. Barumeohl and Company which was enterd into in November 2022, which as of the date of this report aggregated to $919,767, will be priced at a per share purchase price of $0.0001, retroactive to January 1, 2024.
ITEM 6. EXHIBITS
Exhibit Index:
* Portions of this exhibit (indicated by bracketed asterisks) are omitted in accordance with the rules of the Securities and Exchange Commission because they are both not material and the Company customarily and actually treats such information as private or confidential.
+ Management Agreement
** Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| WORLD HEALTH ENERGY HOLDINGS, INC. | ||
| (Registrant) | ||
| By: | /s/ Giora Rozensweig | |
| Giora Rozensweig | ||
| Interim Chief Executive Officer | ||
(Principal Executive Officer and Principal Financial and Accounting Officer) |
||
| Date: | August 19, 2024 | |
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