EQUITY | NOTE 4 – EQUITY a. Private Placement 1. 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 2. On March 16, 2023, the Company consummated Stock Purchase Agreements for a private placement with (i) Moshe Arkin 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 Warrants: As of March 31, 2024, 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 Per Share ($) Number of Shares of common stock Underlying 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: The following table summarizes stock option activity for the three months ended March 31, 2024: SCHEDULE OF STOCK OPTION ACTIVITY For the Three months ended March 31, 2024 Amount of options Weighted average exercise price $ Outstanding at beginning of period 2,455,069 3.46 Granted - - Forfeited - - Outstanding at end of period 2,455,069 3.46 Vested at end of period 1,245,669 3.46 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 three months ended March 31, 2024: SCHEDULE OF STOCK OPTION ACTIVITY For the Three months ended March 31, 2024 Amount of RSUs Weighted Average Grant Date Fair Value per Share $ Outstanding at beginning of period 39,585 4.08 Granted - - Forfeited - - Vested (2,917 ) 5.94 Unvested and Outstanding at end of period 36,668 3.94 The following table sets forth the total stock-based payment expenses resulting from options and RSUs granted, included in the statements of operation and comprehensive income: SCHEDULE OF STOCK-BASED PAYMENT EXPENSE 2024 2023 Three months ended March 31, 2024 2023 USD in thousands Cost of revenues 9 3 Research and development 135 140 Sales and marketing expenses 50 41 General and administrative 306 164 Total expenses 500 348 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. 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 2. On March 16, 2023, the Company consummated a Stock Purchase Agreements for a private placement with (i) Moshe Arkin 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 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – EQUITY Warrants: As of December 31, 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 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. During 2022, the Company granted 479,000 During 2023, the Company granted 986,000 Options granted generally have a contractual term of seven years three four years 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 - January 1, 2022 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 Granted 986,000 3.15 - - Forfeited (90,971 ) 3.28 - - Outstanding - December 31, 2023 2,455,069 3.46 5.04 312 Options Exercisable - December 31, 2023 1,163,201 3.39 3.57 268 As of December 31, 2023, 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, 2023 was $ 2.37 on underlying value of shares of $ 3 3 4.5 88 90 7 3.93 4.47 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, 2023 is approximately $ 1.93 1.38 During 2023 and 2022 the Company’s Board of Directors authorized the grant of options to purchase 150,000 shares of common stock of the Company and 45,000 During 2023 the Company’s Board of Directors authorized the grant of options to purchase 260,000 During 2023 and 2022 the Company’s Board of Directors authorized the grant of options to purchase 225,000 shares of common stock of the Company and 400,000 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, 2023 and 2022 amounted to $ 1,664 1,638 c. Restricted stock unit (“RSU”) to employees and service providers: During the year ended December 31, 2023, the Company granted 25,000 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 2023, based on their fair value as at the grant date, is estimated to be approximately $ 75 The following table summarizes RSU activity for December 31, 2023: SCHEDULE OF STOCK OPTION ACTIVITY Amount of RSUs Weighted Average Grant Date Fair Value per Share Weighted Average Remaining Contractual Term (years) $ Outstanding - December 31, 2022 50,000 6.32 6.44 Granted 25,000 3 - Forfeited (7,501 ) 7.2 Vested (27,914 ) 6.28 - Unvested and Outstanding - December 31, 2023 39,585 4.08 6.30 The unrecognized compensation expense calculated under the fair-value method for RSUs expected to vest as of December 31, 2023 is approximately $ 70 1.15 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 STOCK-BASED PAYMENT EXPENSE 2023 2022 Year ended on 2023 2022 USD in thousands Cost of revenues 22 29 Research and development 522 576 Sales and marketing expenses 126 130 General and administrative 994 903 Total expenses 1,664 1,638 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |