LOANS AND CONVERTIBLE BRIDGE FINANCING |
NOTE
3:- |
LOANS
AND CONVERTIBLE BRIDGE FINANCING |
|
a. |
On
October 10, 2018, the Company entered into a Convertible Loan Agreement with an existing
investor who invested relatively low amounts previously ("CLA October 2018").
Pursuant to this Agreement, the investor provided the Company with a convertible loan
in an aggregate principal amount of $1,000,000 at a conversion price as defined in the
convertible loan agreement but no less than $0.17. the convertible loan bears an interest
rate at Israeli prime plus 4% per annum. Under the terms of the CLA October 2018, the
investor was granted an option to lend the Company an additional amount up to $2,000,000,
("Additional Loan Amount") and also issued the investor a warrant to purchase
ordinary shares for an aggregate purchase price of $5,000,000, and an additional warrant
conditioned upon the investment of an additional Loan Amount to purchase ordinary shares
for an aggregate purchase price of up to $5,000,000 calculated pro-rata to the amount
out of Additional Loan Amount provided.
In
March and April 2019, such investor invested an amount of $500,000 at each month (totaled of additional $1,000,000) on
the account of the account of the Additional Loan Amount ("CLA March-April 2019). The Company also issued the investor
a warrant to purchase ordinary shares for an aggregate purchase price of $5,000,000, such convertible loan bears same
terms as the CLA October 2018.
The
granted warrants classified as liability in accordance with ASC 480, their fair value aggregated to $165,470 as of June
30, 2019.
In
August 2019 such investor invested additional $100,000 on the account of the Additional Loan Amount, as of the date of
this report, $900,000 out of the Additional Loan Amount were not invested yet.
|
|
b. |
In
January, February and April 2019, the Company entered into several convertible loan agreements
with existing shareholders ("CLA January-April 2019), whereby they provided the
Company with a convertible loan in an aggregate principal amount of $200,000 the convertible
loan bears an interest rate at Israeli prime plus 4% per annum. Under these agreements,
the Company issued lenders warrants to purchase ordinary shares for an aggregate purchase
price of $1,000,000. The conversion price for all the loan amount and the warrants is
defined in the convertible loan agreement but no less than $0.17.
The
granted warrants classified as liability in accordance with ASC 480, at the issuance date, their fair value aggregated
to $98,377 (the Company used the following assumptions: 0% dividend yield, 59.69% expected volatility, 2.11% risk free
rate and 2 expected life in years) and $86,032 as of June 30, 2019.
|
|
c. |
The
fair value of the warrants granted as part of the convertible loan agreements ("CLA") were calculated by a reputable
appraiser and along with finder's fees as applicable were bifurcated out of the principal loans, commencing those dates
the Company is calculating the accretion back to the principal amount during the CLA period along with the related interest
and record them as 'Interest and accretion back in connection with convertible loans' as part of the financial
income, net line item within the statement of operations. |
|
|
The
Company's CLA's presented as part of its current and non-current liabilities as of June 30, 2018 as follows: |
Type of CLA |
|
Original principal
loans amounts |
|
|
Additional
principal loans provided |
|
|
Loans already converted |
|
|
Remaining principal
loans amount |
|
|
Converted through |
|
|
Loans presented as
of June 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLA August 2017(**) |
|
$ |
905,555 |
|
|
$ |
22,322 |
|
|
$ |
(115,322 |
) |
|
$ |
812,555 |
|
|
|
2020 |
|
|
$ |
901,936 |
(*****) |
CLA March 2018(*) |
|
|
150,000 |
|
|
|
- |
|
|
|
- |
|
|
|
150,000 |
|
|
|
2019 |
|
|
|
141,094 |
(*****) |
CLA May 2018(*) |
|
|
170,000 |
|
|
|
- |
|
|
|
- |
|
|
|
170,000 |
|
|
|
2019 |
|
|
|
178,286 |
(*****) |
CLA October 2018(**) |
|
|
1,000,000 |
|
|
|
- |
|
|
|
- |
|
|
|
1,000,000 |
|
|
|
2020 |
(***) |
|
|
721,695 |
(*****) |
CLA November 2018(**) |
|
|
225,000 |
|
|
|
- |
|
|
|
- |
|
|
|
225,000 |
|
|
|
2020 |
(***) |
|
|
179,360 |
(*****) |
CLA December 2018(**) |
|
|
400,000 |
|
|
|
- |
|
|
|
- |
|
|
|
400,000 |
|
|
|
2020 |
(***) |
|
|
241,900 |
(*****) |
CLA January-April 2019 (**) |
|
|
200,000 |
|
|
|
- |
|
|
|
- |
|
|
|
200,000 |
|
|
|
2021 |
(***) |
|
|
124,718 |
Refer
to Note 3b |
CLA March-April 2019 (**) |
|
|
1,000,000 |
|
|
|
- |
|
|
|
- |
|
|
|
1,000,000 |
|
|
|
2020 |
(****) |
|
|
1,074,773 |
Refer
to Note 3a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,050,555 |
|
|
$ |
22,322 |
|
|
$ |
(115,322 |
) |
|
$ |
3,957,555 |
|
|
|
|
|
|
$ |
3,563,762 |
|
|
(*) |
Aggregated
to $319,380 and presented within the current liabilities |
|
(**) |
Aggregated
to $3,244,382 and presented within the non-current liabilities |
|
(***) |
Structured
as a 24 month- convertible loans or less in case of a Public Offering ("PO") event |
|
(****) |
Structured
as convertible loans up to October 2020 or less in case of a PO event |
|
(*****) |
Issued
in connection with the 2017 and 2018 CLA's |
|