Quarterly report pursuant to Section 13 or 15(d)

Convertible Loan

v3.22.2
Convertible Loan
3 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
CONVERTIBLE LOAN

NOTE 5 – CONVERTIBLE LOAN:

 

As of March 31, 2022, and December 31, 2021, the estimated fair value of the convertible loan agreement (“the CLA”) was based on a hybrid valuation methodology with a weighted average that combined Option Pricing Model (OPM) and Probability Weighted Expected Return Method (PWERM); therefore, it is categorized as Level 3 in accordance with ASC 820.

 

The valuation was performed under a scenario of an IPO and staying private.

 

The IPO scenario was estimated at 75% (2021: 37.5%) of an IPO occurring in May 2022 (2021: May 2022). Upon consummation of an IPO, the holders of the CLA have the right to convert the principal amount of the loan into common stock at a conversion price per common stock reflecting a discount of 30% plus an additional 1% for each two calendar months following March 2017.

 

In addition, the holders of the CLA would be entitled to an additional discount of 40% pursuant to convertible note subscription agreement from January 2022. Under this scenario, the fair value of the CLA was estimated at the conversion value using a discount of 77.2% (2021: 77.2%) on the anticipated value of a common stock and a risk adjusted discount rate of 21.4% (2021: 20.8%). The remain private scenario estimated a 25% (2021: 62.5%) probability of remaining private for an expected period of 2.75 years (2021: 3 years) and an equity value of $26.5 million (2021: $24.3 million). The Company applied a volatility of 58% (2021: 58%) and a risk-free rate of 2.41% (2021: 0.97%).

 

The following is a roll forward of the fair values:

 

      March 31,     December 31,  
      2022     2021  
  Fair value at the beginning of the year     4,905       3,563  
  Change in fair value reported in statement of comprehensive loss     966       1,342  
        5,871       4,905  

 

The Company recorded financial expenses during the three months ended March 31, 2022 and 2021 in the amount of $966 and $0, respectively.