STOCK OPTIONS

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

STOCK OPTIONS

NOTE 13 - STOCK OPTIONS

On June 21, 2021, the Board of Directors approved the 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to which the Company may issue awards, from time to time, consisting of non-qualified stock options, restricted stock and restricted stock units and stock option awards qualify under Section 102 of the Israeli Tax Ordinance (New Version) 1961 (“ITO”), and/or under Section 3(i) of the ITO.

On January 26, 2023, RNA entered into two consulting agreements for the design of new generation of Internet Of Things (“IOT”) devices and for research and update of international needs of IOT devices with two consultants under which it undertook to issue to each of the consultant Non-Plan option to purchase 1,000,000,000 shares of the Company’s common stock at per share exercise price of $0.0002, exercisable over 4 years, of which options for 250,000,000 of the share will vest on each of the anniversaries of the execution of the agreement, beginning with January 24, 2024 and thereafter on each subsequent anniversary, subject to continued services with RNA. The fair value of both of the options was determined using the Black-Scholes pricing model at $563,230, assuming a risk free rate of 3.72%, a volatility factor of 186.71%, dividend yields of 0% and an expected life of 4 years. Total compensation expenses during the year ended December 31, 2024 and 2023 amounted to $170,142 and $256,680, respectively and were recorded as share based compensation under research and development expenses.

On May 7, 2023, RNA entered into a consulting agreement with a consultant pursuant to which the Company granted the consultant a Non-Plan option to purchase 1,000,000,000 shares of the Company’s common stock at per share exercise price of $0.0002, exercisable over 4 years, of which options for 250,000,000 of the share will vest on each of the anniversaries of the execution of the agreement, beginning with May 7, 2024 and thereafter on each subsequent anniversary, subject to continued services with RNA. The fair value of both of the options was determined using the Black-Scholes pricing model at $184,701, assuming a risk free rate of 3.63%, a volatility factor of 186.23%, dividend yields of 0% and an expected life of 4 years. Total compensation expenses during the year ended December 31, 2024 and 2023 amounted to $67,339 and $60,124, respectively and were recorded as share based compensation under research and development expenses.

On May 20, 2024, the Company granted options under the 2021 Plan to service providers to purchase an aggregate of 2,000,000,000 shares of common stock exercisable at a per share exercise price of $0.0001. The options vest on an annual basis with 25% of the option grant vesting on each anniversary of the option grant. The fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of 4.62%, a volatility factor of 187.95%, dividend yields of 0% and an expected life of 3 years and was estimated at $373,242.

The following table presents the Company’s option activity during the year ended December 31, 2024 and 2023:

	Number of Options			Weighted Average Exercise Price
Outstanding as of December 31,2022		46,600,000,000			0.0001
Granted		2,000,000			0.0001
Exercised		-			-
Forfeited		(10,000,000,000	)		0.0001
Outstanding as of December 31, 2023		36,602,000,000			0.0001
Granted		2,000,000,000			0.0001
Exercised		-			-
Forfeited		(6,500,000,000	)		0.0001
Outstanding as of December 31, 2024		32,102,000,000			0.0001
Number of options exercisable as of December 31, 2024		20,275,500,000			0.0001

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 13 - STOCK OPTIONS (cont.)

The aggregate intrinsic value of the option awards outstanding as of December 31, 2024 is $0. These amounts represent the total intrinsic value, based on the Company’s stock price of $0.0001 as of December 31, 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.

The options outstanding as of December 31, 2024 have been separated into exercise prices, as follows:

Exercise price		Options outstanding		Weighted average remaining contractual life – years		Options vested
As of December 31, 2024
	0.0001		32,102,000,000		1.57		20,275,500,000
	0.0001		32,102,000,000		1.57		20,275,500,000

The options outstanding as of December 31, 2023 have been separated into exercise prices, as follows:

Exercise price		Options outstanding		Weighted average remaining contractual life – years		Options vested
As of December 31, 2023
	0.0001		36,602,000,000		2.74		12,925,000,000
	0.001		36,602,000,000		2.74		12,925,000,000

As of December 31, 2024, there was $1,095,614 of total unrecognized compensation cost related to non-vested options. The cost is expected to be recognized over a weighted average period of 1.19 years. Compensation expense recorded by the Company in respect of its stock-based compensation awards in accordance with ASC 718-10 for the year ended December 31, 2024 and 2023 was $2,602,364 and $5,690,406, respectively.

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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