Shareholders' Equity

9 Months Ended

Sep. 30, 2022

Stockholders' Equity Note [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 4:- SHAREHOLDERS’ EQUITY

a. On March 2, 2022, the Company raised $10 and issued 50,000 shares of common stock and 30,000 warrants to purchase common stock at an exercise price of $1.25 per share to certain investors of the Company. The warrants were classified as equity and are exercisable until February 28, 2023.

b. On March 15, 2022, the Company issued 270,000 shares of common stock and 180,000 warrants to purchase common stock at an exercise price of $1.13 per share to Company’s service provider in consideration of past services at the amount of $150. The warrants were classified as equity and are exercisable until December 31, 2023.

c. On April 28, 2022, the Company signed an agreement to raise $50 and to issue 300,000 shares of common stock and 100,000 warrants to purchase common stock at an exercise price of $0.7 per share to certain investor of the Company. The warrants are exercisable until April 30, 2024.The funds were received in July 2022.

d.	On April 28, 2022 the Company and a certain investor signed a finder fee agreement according to which the Company will issue to the investor 70,000 shares of common stock and 100,000 warrants to purchase common stock at an exercise price of $0.5 per share. The warrants will be exercisable until April 30, 2024. The agreement will become effective once the investor will provide the Company with an equity investment of $550.
e.	On May 2, 2022, the Company signed several agreements to raise $250 and to issue 250,000 shares of common stock and 100,000 warrants to purchase common stock at an exercise price of $1.13 per share to certain investors of the Company. The warrants are exercisable until April 30, 2024. The funds were received in May 2022. In addition, it was agreed that the Company will issue 250,000 shares of common stock and 100,000 warrants to purchase common stock at an exercise price of $1.13 per share to a certain investor in consideration of additional $250 if the Company’s stock will be publicly traded on the OTC market prior to August 15, 2022. The additional warrants once issued will be exercisable for 2 years.
f.	On June 27, 2022, the Company signed an agreement to raise $50 and to issue 35,000 shares of common stock to certain investor of the Company.
g.	On June 30, 2022, the Company issued 280,000 shares of common stock and 105,000 warrants to purchase common stock at an exercise price of $1.12 per share to Company’s former director for his services. The warrants will be exercisable until June 30, 2024.

h. On July 5, 2022 the Company singed several agreements with it’s executive officers:

1. Service agreement with Chief Executive Officer– the Company entered into an agreement with Sheffa Enterprises Inc, a company wholly owned by the Company’s Chief Executive Officer (“CEO”). According to the terms of the agreement, the CEO will provide services to the Company until December 31, 2024 (“termination date”). The fees for his services will be $20 per month starting January 2023 (until January 2023, the fee will remain to be $10 according to June 2019 agreement). In addition, the CEO was granted with 1,000,000 warrants to purchase common stock at an exercise price of $1.12 per share. The warrants exercisable until December 31, 2025. Furthermore, the Company may terminate the agreement prior to the termination date by providing 120 days’ advance written notice and paying the CEO a termination fee equal to the lesser of $360 or the monthly fee agreed, for the remaining term of the agreement.

2. Service agreement with Chief Financial Officer– The services will consist of financial services, legal advice and serve as a director of the Company. Base compensation will be $12 starting January 2023 (between July 2022 and January 2023 the base compensation will remain $6). In addition, the CFO was granted with 1,000,000 shares of common stock at no cost and 1,000,000 warrants to purchase common stock at an exercise price of $1 per share. The warrants exercisable until December 31, 2025. The agreement is in place until December 31, 2024 (“termination date”). Furthermore, the Company may terminate the agreement prior to the termination date by providing 120 days’ advance written notice and paying the CFO a termination fee equal to the lesser of $120 or the monthly fee agreed, for the remaining term of the agreement.

3. Consulting agreement with the Chief Technology Officer - the Company entered into an amendment agreement with its Chief Technology Officer (“CTO”). The fees for his services will be $12 per month starting January 2023 (between July 2022 and January 2023 the base compensation will remain $9). According to the terms of the agreement, the CTO will provide consulting services to the Company until December 31, 2023 (“termination date”). In addition, the CTO was granted with 990,000 warrants to purchase common stock at an exercise price of $0.01 per share. The warrants exercisable until July 5, 2024. Furthermore, the CTO will receive 15% of the Company’s net royalties’ from worldwide sales of any of the Company’s cannabis-based medical indications treating COVID-19, and will receive 15% of the net royalty’s income the Company will get for its medical cannabis indication molecules based, for treating Rheumatoid Arthritis (RA) once the Company starts generating revenues. The CTO will be granted with additional 350,000 warrants to purchase common stock at an exercise price of $0.01 per share if the Company will apply for any clinical trial of cannabis based treatment, or will begin any other new cannabis related research. Furthermore, the Company may terminate the agreement prior to the termination date by providing 120 days’ advance written notice and paying the CTO a termination fee equal to the fees that were paid or payables to him for three years pursuant to this agreement.

i. On July 27, 2022, the Company issued 100,500 shares of common stock to Wolc in connection with the services agreement dated October 2020.

j. On September 8, 2022, the Company issued 56,000 shares of common stock to certain investor of the Company pursuant to a share purchase agreement for total consideration of $63.

k. On September 8, 2022, the Company issued 102,000 shares of common stock to Company’s service provider for his services. The service agreement is in place until August 2023.