Exhibit 99.1
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
INTERIM CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2024
UNAUDITED
_______________________
________________
____________
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
(UNAUDITED)
TABLE OF CONTENTS
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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
UNAUDITED INTERIM CONDENSED BALANCE SHEETS
(U.S. dollars in thousands)
June 30, | December 31, | |||||||
2024 | 2023 | |||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | ||||||||
Deposits | ||||||||
Other current assets | ||||||||
Inventory | ||||||||
Total current assets | $ | $ | ||||||
Non-Current Assets: | ||||||||
Right of use assets, net | ||||||||
Property, plant and equipment, net | ||||||||
Total non-current assets | $ | $ | ||||||
Total Assets | $ | $ |
The accompanying notes are an integral part of the financial statements.
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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
UNAUDITED INTERIM CONDENSED BALANCE SHEETS
(U.S. dollars in thousands)
June 30, | December 31, | |||||||
2024 | 2023 | |||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current Liabilities: | ||||||||
Trade accounts payable | ||||||||
Other accounts payable | ||||||||
Lease liabilities | ||||||||
Financial liabilities at fair market value | ||||||||
Total current liabilities | $ | $ | ||||||
Non-Current Liabilities: | ||||||||
Lease liabilities | ||||||||
Total non- current liabilities | $ | $ | ||||||
Shareholders’ Equity: | ||||||||
Ordinary shares, | par value: Authorized ||||||||
Share capital and additional paid-in capital | ||||||||
Accumulated losses | ( | ) | ( | ) | ||||
Total Shareholders’ Equity | $ | $ | ||||||
Total Liabilities and Shareholders’ Equity | $ | $ |
The accompanying notes are an integral part of the financial statements.
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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
UNAUDITED INTERIM CONDENSED STATEMENTS OF COMPREHENSIVE LOSS
(U.S. dollars in thousands)
Six months ended June 30, | Six months ended June 30, | |||||||
2024 | 2023 | |||||||
Research and development expenses | ||||||||
Sales and marketing expenses | ||||||||
General and administrative expenses | ||||||||
Other expenses | ||||||||
Operating loss | ||||||||
Interest income from deposits | ( | ) | ( | ) | ||||
Finance expenses (income), net | ( | ) | ||||||
Loss before tax | ||||||||
Taxes on income | ||||||||
Total comprehensive and net loss | ||||||||
( | ) | ( | ) | |||||
Weighted average number of ordinary shares |
The accompanying notes are an integral part of the financial statements.
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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
UNAUDITED INTERIM CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(U.S. dollars in thousands)
For the six months ended June 30, 2024:
Ordinary Share Capital | ||||||||||||||||
Number of shares | Share capital and Additional Paid in Capital | Accumulated deficit | Total | |||||||||||||
Balance at January 1, 2024: | ( | ) | ||||||||||||||
Changes during the six months ended June 30, 2024: | ||||||||||||||||
Issuance of ordinary shares and pre-funded warrants, net | ||||||||||||||||
Exercise of options | - | |||||||||||||||
Restricted share unit (“RSU”) vesting | - | - | - | |||||||||||||
Issuance of ordinary shares- Advisor fees | ||||||||||||||||
Share-based compensation | - | |||||||||||||||
Comprehensive and net loss | - | ( | ) | ( | ) | |||||||||||
Balance at June 30, 2024 | ( | ) |
For the six months ended June 30, 2023:
Ordinary Share Capital | ||||||||||||||||
Number of shares | Share capital and Additional Paid in Capital | Accumulated deficit | Total | |||||||||||||
Balance at January 1, 2023: | ( | ) | ||||||||||||||
Changes during the six months ended June 30, 2023: | ||||||||||||||||
Share-based compensation | - | |||||||||||||||
Restricted share unit vesting | - | |||||||||||||||
Comprehensive and net loss | - | - | ( | ) | ( | ) | ||||||||||
Balance at June 30, 2023 | ( | ) |
The accompanying notes are an integral part of the financial statements.
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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
UNAUDITED INTERIM CONDENSED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | ( | ) | ( | ) | ||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Depreciation | ||||||||
Increase (decrease) in other current assets | ( | ) | ||||||
Increase (decrease) in trade accounts payable | ( | ) | ( | ) | ||||
Increase (decrease) in other accounts payable | ||||||||
Increase (decrease) in inventory | ( | ) | ||||||
Share based compensation | ||||||||
Issuance of ordinary shares - advisor fees | ||||||||
Change in fair market value of financial liabilities at fair market value | ||||||||
Decrease (increase) in right of use assets | ( | ) | ( | ) | ||||
Prepayments of lease liabilities | ( | ) | ( | ) | ||||
Net cash used in operating activities | ( | ) | ( | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
Change in deposits, net | ( | ) | ||||||
Change in restricted deposits | ( | ) | ||||||
Net cash provided by (used in) investing activities | ( | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Issuance of ordinary shares and pre-funded warrants, net | ||||||||
Exercise of option | ||||||||
Net cash provided by financing activities | ||||||||
Net decrease in cash and cash equivalents and restricted cash | ( | ) | ( | ) | ||||
Cash, cash equivalents and restricted cash at the beginning of the period | ||||||||
Cash, cash equivalents and restricted cash at the end of the period |
APPENDIX A – NON-CASH TRANSACTIONS:
Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
Share based compensation- placement agent warrants against additional paid in capital (Note 5) |
APPENDIX B - AMOUNT PAID DURING THE PERIOD:
Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
Interest paid |
The accompanying notes are an integral part of the financial statements.
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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 1 - GENERAL:
1. | Inspira Technologies Oxy B.H.N. Ltd (formerly: Insense Medical Ltd.) (the “Company”) was incorporated in Israel and commenced its operations on February 27, 2018. The Company operates in the medical technology industry in the field of respiratory support technology. The Company is engaged in the research, development, manufacturing related and go-to-market activities of proprietary products and technologies. The Company is developing the following products: |
● | The INSPIRA ART (Gen 2) (Augmented Respiratory Technology), which is a respiratory support technology targeted toward utilizing direct blood oxygenation to boost patient saturation levels within minutes while the patient is awake and spontaneously breathing. The aim is to reduce the need for invasive mechanical ventilation, with the potential to reduce risks, complications and high costs. | |
● | The HYLA blood sensor, which is a non-invasive optical blood sensor designed to perform real-time and continuous blood measurements, potentially minimizing the need to take actual blood samples from patients. | |
● | The INSPIRA ART100 Device, an advanced form of life support system better known by the medical industry as a cardiopulmonary bypass system is being designed for use in surgical procedures requiring cardiopulmonary bypass for six hours or less. |
2. | The Company’s INSPIRA™ ART100 system received U.S. Food and Drug Administration 510(k) clearance for Cardiopulmonary Bypass procedures and AMAR certification for Extra-Corporeal Membrane Oxygenation and Cardiopulmonary Bypass procedures. The Company’s other products, including the INSPIRA™ ART (Gen 2) and HYLA™ blood sensor, have not yet been tested or used in humans and have not been approved by any regulatory entity. |
3. | On
December 26, 2023, the Company entered into a purchase agreement (the “December Purchase Agreement”) with an institutional
investor in a registered direct offering (the “December Offering”), pursuant to which the Company issued (i) an aggregate
of |
4. | On
April 1, 2024, the Company entered into a purchase agreement with two investors in a registered direct offering (the “April Offering”),
pursuant to which the Company issued an aggregate of |
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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 1 - GENERAL (Cont.):
5. | On
June 14, 2024, the Company entered into a purchase agreement with an individual private investor in a registered direct offering (the
“June Offering”), pursuant to which the Company issued (i) an aggregate of |
6. | The
accompanying unaudited condensed financial statements (the “Financial Statements”) have been prepared assuming that the Company
will continue as a going concern. To date, the Company is at its development stage. Therefore, the Company has suffered recurring losses
from operations and negative cash flows from operations since inception. As of June 30, 2024, the Company had incurred accumulated losses
of $ |
7. | The Company offices are located in Israel. On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attack, Israel declared war against Hamas and the Israeli military began to call-up reservists for an active duty. At the same time, and because of the declaration of war against Hamas, the clash between Israel and Hezbollah in Lebanon has escalated and there is a possibility that it will turn into a greater regional conflict in the future. As of the date of these financial statements, these events have had no material impact on the Company’s operations. |
8. | Although we do not currently conduct business in Russia and Ukraine, the escalation of geopolitical instability in Russia and Ukraine as well as currency fluctuations in the Russian Ruble has had a negative impact on worldwide markets. Such an impact may negatively impact our supply chain, our operations and future growth prospects in that region. As a result of the crisis in Ukraine, both the U.S. and other countries have implemented sanctions against certain Russian individuals and entities. Our global operations expose us to risks that could adversely affect our business, financial condition, results of operations, cash flows or the market price of our securities, including the potential for increased tensions between Russia and other countries resulting from the current situation involving Russia and Ukraine, tariffs, economic sanctions and import-export restrictions imposed, and retaliatory actions, as well as the potential negative impact on our potential business and sales in the region. Current geopolitical instability in Russia and Ukraine and related sanctions by the U.S. and other governments against certain companies and individuals may hinder our ability to conduct business with potential customers and vendors in these countries. |
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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
Basis of preparation
The accompanying unaudited condensed financial statements have been prepared on the same basis as the annual financial statements. In the opinion of management, the financial statements reflect all normal and recurring adjustments necessary to fairly state the financial position and results of operations of the Company. The information included in this report should be read in conjunction with the financial statements and accompanying notes included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on March 25, 2024. The year-end balance sheet data was derived from the audited financial statements as of December 31, 2023, but not all disclosures required by generally accepted accounting principles in the United States (“U.S. GAAP”) are included in this interim report.
Use of Estimates in the Preparation of Financial Statements
The preparation of the Company’s financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, judgments and methodologies. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity (including share-based compensation) and the amount of expenses. Actual results could differ from those estimates.
Impact of accounting standards to be applied in future periods
In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The ASU’s amendments are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this pronouncement on our Financial Statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Under this ASU, public entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). This ASU’s amendments are effective for all entities that are subject to Topic 740, Income Taxes, for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this pronouncement on our disclosures.
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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 3 - FINACIAL LIABILITIES AT FAIR MARKET VALUE:
June 30, 2024 | December 31, 2023 | |||||||
Financial liability (1) | ||||||||
Non-tradable warrants (2) | ||||||||
Total |
1. | Financial liability |
Financial
liability to pay
2. | Private Warrants |
On
December 26, 2023, the Company entered into the December Purchase Agreement (Note 1 and Note 5), pursuant to which it issued unregistered
warrants, to purchase up to an aggregate of
The
Private Warrants fair value as of the issuance date and December 31, 2023, were $
As of June 30, 2024 | As of December 31, 2023 | |||||||
Risk-free interest rate | % | % | ||||||
Expected volatility | % | % | ||||||
Expected dividend yield of | % | % | ||||||
Expected term of warrants |
NOTE 4 - RELATED PARTIES
The following transactions arose with related parties:
Transactions and balances with related parties:
1. |
June 30, 2024 | June 30, 2023 | |||||||
Salary and related expenses – officers and directors | ||||||||
Share based payment – officers and directors |
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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 4 - RELATED PARTIES (Cont.):
2. |
Name | Nature of transaction | June 30, 2024 | December 31, 2023 | |||||||
Officers | ( | ) | ( | ) | ||||||
Directors | ( | ) | ( | ) |
NOTE 5 - SHAREHOLDERS’ EQUITY:
A. Share capital:
On
April 4, 2023, the Company entered into a sales agreement (the “Sales Agreement”) with Roth Capital Partners, LLC, as sales
agent, pursuant to which the Company could offer and sell, from time to time, through the sales agent, Ordinary Shares pursuant to an
At-The-Market facility (“ATM”). During 2023, the Company sold
On
December 26, 2023, the Company completed the December Offering, whereby the Company sold (i)
The
December Pre-Funded Warrants were exercised on the same day and the day after the transaction in full in an exercise price of $
The
Company issued the placement agent in the December Offering warrants to purchase a number of shares equal to a total of
The Company accounts for the December Placement Agent
Warrants as equity-classified instruments (as part of additional paid in capital), based on an assessment of ASC 718. The fair value
of the December Placement Agent Warrants on the issuance date was $
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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 5 - SHAREHOLDERS’ EQUITY (Cont.):
During
the year ended December 31, 2023, the Company issued an aggregate amount of
On
April 1, 2024, the Company completed its April Offering, whereby the Company sold
On
May 20, 2024, the Company issued
On
June 14, 2024, the Company completed its June Offering, whereby the Company sold (i)
The
aggregate proceeds received by the Company from the June Offering were approximately $
The
Company issued the June Placement Agent in the agreement warrants equal to a total of
The
Company accounting treatment for the June Placement Agent Warrants as equity-classified instruments (as part of additional paid in capital),
based on an assessment of ASC 718. The fair value of the June Placement Agent Warrants at the issuance date was $
The cash and non-cash issuance costs were recorded against additional paid in capital, due to the classification of the ordinary shares and the June Pre-Funded Warrants as equity in the June Offering.
On
June 30, 2024, the Company issued
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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 5 - SHAREHOLDERS’ EQUITY (Cont.):
B. | Warrants reserves - Composition and movements: |
1. |
Number of Warrants | Weighted-average exercise price | Weighted average remaining contractual term (in years) | Aggregate value USD | |||||||||||||
Balance as of December 31, 2023 | ||||||||||||||||
Issuance of warrants | ||||||||||||||||
Issuance of - Pre-Funded Warrants | ||||||||||||||||
Issuance of Placement Agent Warrants | ||||||||||||||||
Exercised | ||||||||||||||||
Forfeited | ||||||||||||||||
Expired | ||||||||||||||||
Balance as of June 30, 2024 |
2. |
Exercise Price | Warrants outstanding as of June 30, 2024 | Expiration date | Aggregate Intrinsic value | |||||||||
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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 5 - SHAREHOLDERS’ EQUITY (Cont.):
C. | Loss per share: |
Year ended June 30, 2024 | Year ended June 30, 2023 | |||||||
Loss for the period | ||||||||
Total number of Ordinary Shares | ||||||||
Weighted average number of Ordinary Shares | ||||||||
( | ) | ( | ) |
NOTE 6 - SHARE BASED COMPENSATION:
In
December 2019, the Company established a share option plan (the “Plan”). As of June 30, 2023, a total of
On
January 22, 2024, the Company’s board of directors approved a grant of
On
February 5, 2024, the Company’s board of directors approved a grant of
The fair market value of all granted options was estimated by using the Black-Scholes model, aimed at modelling the value of the Company’s assets over time. The simulation approach was designed to take into account the terms and conditions of the share options, as well as the capital structure of the Company and the volatility of its assets, on the date of grant based on certain assumptions. Those conditions are, among others:
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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 6 - SHARE BASED COMPENSATION (Cont.):
The valuation was completed by the company based on the following assumptions:
(i) | Risk-free
interest rate |
|
(ii) | The
expected volatility is |
|
(iii) | The
dividend rate |
|
(iv) | Expected
term – 0- |
During
the six months ended June 30, 2024, the Company recorded share-based payment expenses in the amount of $
Six months ended June 30, 2024 | ||||||||
Number of options | Weighted average Exercise price NIS | |||||||
Outstanding at beginning of year | ||||||||
Granted | ||||||||
Exercised | ||||||||
Forfeited | ||||||||
Outstanding as of June 30, 2024 | ||||||||
Exercisable options | ||||||||
Share-based payment expenses | $ |
Number of RSUs | ||||
Outstanding at beginning of year | ||||
Granted | ||||
Vested | ||||
Outstanding as of June 30, 2024 | ||||
Vested as of June 30, 2024 | ||||
Share-based payment expenses | $ |
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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 6 - SHARE BASED COMPENSATION (Cont.):
The options to employees and directors outstanding as of June 30, 2024, as follows:
Six months ended June 30, 2024 | ||||||||
Number of options | Weighted average Exercise price NIS | |||||||
Outstanding at beginning of year | ||||||||
Granted | ||||||||
Exercised | ||||||||
Outstanding as of June 30, 2024 | ||||||||
Exercisable options as of June 30, 2024 | ||||||||
Share-based payment expenses | $ |
The RSUs to employees and directors outstanding as of June 30, 2024, as follows:
Number of RSUs | ||||
Outstanding at beginning of year | ||||
Granted | ||||
Forfeited | ( | ) | ||
Vested | ( | ) | ||
Outstanding as of June 30, 2024 | ||||
Vested as of June 30, 2024 | ||||
Share-based payment expenses | $ |
NOTE 7 - COMMITMENTS AND CONTINGENCIES:
A. | Royalties to the IIA |
In
September 2019, the Israel Innovation Authority (“IIA”) approved an application that supports upgrading the Company’s
manufacturing capabilities for an aggregate budget of NIS
According
to the agreements with the IIA, the Company will pay royalties of
During
October 2023, the IIA has approved a support of another development project of the Company at an aggregate budget of NIS
As
of June 30, 2024, the maximum obligation with respect to the grants received from the IIA, contingent upon entitled future sales, is
$
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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 7 - COMMITMENTS AND CONTINGENCIES (Cont.):
B. | Lease Commitments – Operating Leases: |
In
August 2022, the Company entered into a lease agreement for its facilities in Ra’anana, Israel. The lease agreement is for a period of
69 months commencing September 1, 2021, and the Company began to pay lease and related expenses after completing 3 months of lease. The
Company has the option to shorten the period and terminates the lease agreement after completing 45 months of rent by paying an amount
of NIS
The right-of-use asset and lease liability are initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate based on the information available at the date of determining the present value of the lease payments. The Company’s incremental borrowing rate is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located.
June 30, 2024 | December 31, 2023 | |||||||
Operating lease liabilities, current | ||||||||
Operating lease liabilities long-term | ||||||||
Total operating lease liabilities | ||||||||
Weighted Average of Remaining Lease Term | ||||||||
Weighted-average discount rate - operating leases | % | % |
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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 7 - COMMITMENTS AND CONTINGENCIES (Cont.):
June 30, 2024 | ||||
2024 | ||||
2025 | ||||
2026 | ||||
2027 | ||||
Total undiscounted lease payment | ||||
Less: Interest* | ( | ) | ||
Present value of lease liabilities |
* |
C. | Legal Claims |
In the normal course of business, various legal claims and other contingent matters may arise. Management believes that any liability that may arise from such matters would not have a material adverse effect on the Company’s results of operations or financial condition as of and for the six month period ended June 30, 2024.
On December 12, 2021, the Company terminated its employment agreement with Dr. Udi Nussinovitch, one of its founders who served as the Company’s Chief Scientific Officer since March 2018. On February 24, 2022, the Company sued Mr. Nussinovitch for breach good faith and his fiduciary duties as a shareholder and former officer of the Company. On November 9, 2022, the Company received notice of a complaint filed by Mr. Nussinovitch, as well as a complaint filed with the regional labor court in Tel Aviv, Israel on November 8, 2022. Mr. Nussinovitch has alleged certain deficiencies in the Company’s Extraordinary General Meeting of Shareholders held on Friday, December 17, 2021, resulting from his status as a minority shareholder. In addition, with respect to the labor dispute, Mr. Nussinovitch is seeking renumeration and the issuance of Ordinary Shares. A partial hearing was held in the regional labor court on July 19, 2023, and the parties were required by the court to file their positions on a stay of the proceeding pending the decision on the case initiated by the Plaintiff in the District Court.
A pre-trial hearing was held in the district court on January 21, 2024. During the hearing, the court suggested that the parties consider the possibility of resolving the case through an out-of-court arrangement or mediation. The parties agreed to a mediation process.
As of the date of these Financial Statement, the Company believes that the claims will result in no payments by the Company.
NOTE 8 - SUBSEQUENT EVENTS:
In July
2024 the Company received NIS
As of June 30, 2024, there is no impact on the financial statements.
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