EQUITY | NOTE 4 – EQUITY a. Private Placement On March 16, 2023, the Company consummated a Stock Purchase Agreements for a private placement with (i) Moshe Arkin through his individual retirement account and (ii) The Phoenix Insurance Company Ltd. and Shotfut Menayot Israel – Phoenix Amitim, in connection with the sale and issuance of an aggregated amount of 3,294,117 4.25 14,000,000 0.001 5.50 three years Warrants: As of September 30, 2023, the Company had the following outstanding warrants to purchase common stock: SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK Number of Shares of Exercise Price common stock Issuance Expiration Per Share Underlying Warrant Date Date ($) Warrants March 2021 Warrant March 29, 2021 March 31, 2026 10.35 2,469,156 March 2023 Warrant March 27, 2023 March 26, 2026 5.50 3,294,117 5,763,273 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – EQUITY b. Stock-based compensation to employees, directors and service providers: In February 2020, the Company’s Board of Directors approved the 2020 Share Incentive Plan (the “Plan”). The Plan initially included a pool of 580,890 64,099 401,950 777,778 1,000,000 The Plan is designed to enable the Company to grant options to purchase shares of common stock and RSUs under various and different tax regimes including, without limitation: (i) pursuant and subject to Section 102 of the Israeli Tax Ordinance or any provision which may amend or replace it and any regulations, rules, orders or procedures promulgated thereunder and to designate them as either grants made through a trustee or not through a trustee; and (ii) pursuant and subject to Section 3 (i) of the Israeli Tax Ordinance. Stock option activity During the nine months ended September 30, 2023, the Company granted 684,000 The fair value of each option was estimated as of the date of grant or reporting period using the Black-Scholes option-pricing model, using the following assumptions: SCHEDULE OF SHARE-BASED PAYMENT, STOCK OPTIONS, VALUATION ASSUMPTIONS Nine months ended September 30, 2023 Underlying value of ordinary shares ($) 2.95 5.00 Exercise price ($) 3.0 4.5 Expected volatility (%) 37.39 37.50 Term of the options (years) 7 Risk-free interest rate 3.94 4.47 The cost of the benefit embodied in the options granted during the nine months ended September 30, 2023, based on their fair value as of the grant date, is estimated to be approximately $ 1,028 The following table summarizes stock option activity for the nine months ended September 30, 2023: SCHEDULE OF STOCK OPTION ACTIVITY For the Nine months ended September 30, 2023 Weighted average Amount of exercise options price $ Outstanding at beginning of period 1,560,040 3.64 Granted 684,000 3.13 Fortfeited (29,117 ) 3.78 Outstanding at end of period 2,214,923 3.48 Vested at end of period 993,487 3.21 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – EQUITY Restricted stock unit (“RSU”) activity Each RSU will vest based on continued service which is generally over three years. The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The fair value of restricted stock units was estimated on the date of grant based on the fair value of the Company’s common stock. The following table summarizes RSU activity for the nine months ended September 30, 2023: SCHEDULE OF STOCK OPTION ACTIVITY For the Nine months ended September 30, 2023 Weighted Average Amount of Grant Date Fair Value RSUs per Share $ Outstanding at beginning of period 50,000 6.32 Granted 25,000 3.20 Fortfeited (7,501 ) 7.20 Vested (24,996 ) 6.32 Unvested and Outstanding at end of period 42,503 4.33 The following table sets forth the total stock-based payment expenses resulting from options and RSU granted, included in the statements of operation and comprehensive income: SCHEDULE OF TOTAL SHARE-BASED PAYMENT EXPENSES Nine months ended September 30, Three months ended September 30, 2023 2022 2023 2022 Unaudited USD in thousands Cost of revenues 11 37 6 (11 ) Research and development 323 442 58 131 Sales and marketing expenses 83 134 21 35 General and administrative 639 1,303 286 304 Total expenses 1,056 1,916 371 459 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 9 - EQUITY Increase of the authorized share capital On January 20, 2021, the Company’s Board of Directors approved an increase of the authorized share capital of the Company by an additional 225,000,000 0.001 300,000,000 a. Private placement: 1. In December 2019, the Company allocated in a private placement, a total of 379,269 8.712 Each unit was comprised of two shares of common stock par value $0.001 per share, one Warrant A (as described below) and two Warrants B (as described below) 3.3 Each Warrant A was exercisable into one 5.355 one 8.037 18 In addition, Shrem Zilberman Group Ltd. (the “Consultant”) will be entitled to receive the amount representing 3% 2 250,000 2 250,000 During 2020, 332,551 46,718 December 30, 2020 The Consultant received $ 53 332,551 During the second quarter of 2021, 185,271 573,256 June 30, 2021 The Consultant received $ 45 185,271 2. On March 3, 2020, the Company issued in a private placement a total of 108,880 8.712 Each unit was comprised of two shares of common stock par value $0.001 per share, one Warrant A (as described below) and two Warrants B (as described below) Each Warrant A was exercisable into one 5.355 12 Each Warrant B is exercisable into one 8.037 18 The gross proceeds from the issuance of all securities offered amounted to approximately $ 948 909 SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – EQUITY During 2021, 108,880 217,760 September 3, 2021 3. On May 18, 2020, the Company allocated in a private placement to Arkin a total of 229,569 8.712 Each unit was comprised of two shares of common stock par value $0.001 per share, one Warrant A (as described below) and two Warrants B (as described below) Each Warrant A was exercisable into one 5.355 18 Each Warrant B is exercisable into one 8.037 24 The gross proceeds from the issuance of all securities offered amounted to approximately $ 2 1.9 During February 2021, 37,349 During November 2021, 192,220 4. On June 23, 2020, (the “Conversion Date”), the Company entered into a side letter agreement with Medigus whereby the parties agreed to convert, at a conversion price of $ 4.356 381,136 87,497 43,749 87,497 Each Warrant A is exercisable into one 5.355 12 Each Warrant B is exercisable into one 8.037 18 During June 2021, 43,749 On December 23, 2021, 87,497 5. On March 29, 2021, the Company issued to certain investors, including Arkin, a major stockholder of the Company, of which Mori Arkin, a director of the company, is the owner, 2,469,156 20 Each such unit consists of (i) one share of common stock and (ii) one warrant to purchase one share of common stock with an exercise price of $ 10.35 March 31, 2026 135% SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – EQUITY As of December 31, 2022, the Company had the following outstanding warrants to purchase common stock: SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK Warrant Issuance Date Expiration Date Exercise Price Number of Shares March 2021 Warrant March 29, 2021 March 31, 2026 10.350 2,469,156 2,469,156 b. Stock-based compensation to employees, directors and service providers: In February 2020, the Company’s Board of Directors approved the 2020 Share Incentive Plan (the “Plan”). The Plan initially included a pool of 580,890 64,099 401,950 777,778 The Plan is designed to enable the Company to grant options to purchase shares of common stock and RSUs under various and different tax regimes including, without limitation: (i) pursuant and subject to Section 102 of the Israeli Tax Ordinance or any provision which may amend or replace it and any regulations, rules, orders or procedures promulgated thereunder and to designate them as either grants made through a trustee or not through a trustee; and (ii) pursuant and subject to Section 3 (i) of the Israeli Tax Ordinance. During 2021, the Company granted 648,712 During 2022, the Company granted 479,000 Options granted generally have a contractual term of seven years three four years SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – EQUITY Stock Option Activity The following summarizes stock option activity: SCHEDULE OF STOCK OPTION ACTIVITY Amount of options Weighted average exercise price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) $ $ in thousands Outstanding - December 31, 2020 737,049 2.61 6.23 2,446 Granted 648,712 4.09 - - Forfeited (132,207 ) 3.34 - - Outstanding - December 31, 2021 1,253,554 3.31 5.65 5,884 Granted 479,000 4.50 - - Forfeited (172,514 ) 3.57 - - Outstanding - December 31, 2022 1,560,040 3.64 5.17 2,116 Options Exercisable - December 31, 2022 838,994 3.10 4.24 1,595 As of December 31, 2022, the aggregate intrinsic value of options granted is calculated as the difference between the exercise price and the closing price on the same date. The Company estimates the fair value of stock option awards on the grant date using the Black-Scholes option pricing model. The weighted-average grant date fair value per option granted during the year ended December 31, 2022 was $ 2.76 SCHEDULE OF SHARE-BASED PAYMENT, STOCK OPTIONS, VALUATION ASSUMPTIONS Year ended December 31, 2022 Year ended December 31, 2021 Underlying value of shares ($) 5.00 7.20 7.65 10.35 Exercise price ($) 4.5 2.61 7.2 Expected volatility (%) 40% 46% 49% Term of the options (years) 7 7 Risk-free interest rate (%) 1.98 3.95% 0.78% 1.51% Volatility is derived from the historical volatility of publicly traded set of peer companies. The risk-free interest rates used in the Black-Scholes calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. The Company has not paid dividends and does not anticipate paying dividends in the foreseeable future. Accordingly, no dividend yield was assumed for purposes of estimating the fair value of the Company’s stock-based compensation. The weighted average expected life of options was estimated individually in respect of each grant. The unrecognized compensation expense calculated under the fair-value method for stock options expected to vest as of December 31, 2022 is approximately $ 1.45 1.41 During 2022 and 2021 the Company’s Board of Directors authorized the grant of options to purchase 45,000 83,334 shares of common stock of the Company, respectively, to Prof. Goldwasser, the Chairman of the Board. 367 255 During 2021 the Company’s Board of Directors authorized the grant of options to purchase 75,855 213 221 During 2022 and 2021 the Company’s Board of Directors authorized the grant of options to purchase 400,000 shares of common stock of the Company and 335,987 Compensation expense recorded by the Company in respect of its stock-based employees, directors and service providers compensation awards in accordance with ASC 718-10 for the year ended December 31, 2022 and 2021 amounted to $ 1,487 2,030 c. Restricted stock unit (“RSU”) to employees and service providers: During the year ended December 31, 2022, the Company granted 110,000 Each RSU will vest based on continued service which is generally over three years. The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The fair value of restricted stock units was estimated on the date of grant based on the fair value of the Company’s common stock. The cost of the benefit embodied in the RSU granted during 2022, based on their fair value as at the grant date, is estimated to be approximately $ 748 The following table summarizes RSU activity for December 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Amount of RSU Weighted Average Grant Date Fair Value per Share Weighted Average Remaining Contractual Term (years) $ Outstanding - December 31, 2021 - - - Granted 110,000 6.8 - Forfeited (60,000 ) 7.2 - Unvested and Outstanding - December 31, 2022 50,000 6.32 6.44 The unrecognized compensation expense calculated under the fair-value method for RSU expected to vest as of December 31, 2022 is approximately $ 164 1.15 During 2022 the Company’s Board of Directors authorized the grant of options to purchase 90,000 shares of common stock of the Company to certain officers of the Company. 127 SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |