NOTE 10 - SUBSEQUENT EVENTS

See Note 4b above for details regarding amounts paid in connection with the Migdalor loan after the reporting period.

On June 30, 2024, the Company has entered into an inducement letter with the Holder (as defined in Note 7b above), to purchase up to an aggregate of 999,670 shares of the June 2024 Warrants, originally issued on June 6, 2024, with a twenty-four month term, at an exercise price of $2.00 per share (the “July 2024 Warrant inducement Letter Agreement”). The closing date of the June 30, 2024 Inducement Letter Agreement was on July 2, 2024.

Pursuant to the inducement letter, the holder agreed to exercise for cash its warrants to purchase an aggregate of 999,670 shares of our common stock at an exercise price of $2.00 per share, in consideration of our agreement to issue new common stock purchase warrants up to an aggregate of 1,999,340 shares of our common stock, at an exercise price of $1.75 per share.

The company engaged the Placement Agent to act as our exclusive placement agent in connection with the July 2024 Warrant inducement. In connection the company issued to certain designees of the Placement Agent warrants (the “July 2024 Placement Agent Warrants”) to purchase up to 69,977 shares of common stock (representing 7.0% of the Existing Warrants being exercised), which have the same terms as the July 2024 Warrants, except that the Placement Agent Warrants have an exercise price equal to $2.50 per share (125% of the exercise price of the June 2024 Warrants). The July 2024 Warrants are immediately exercisable from the date of issuance, until twenty four months anniversary of such date. The July 2024 Placement Agent Warrants are immediately exercisable from the date of issuance, until the five and one-half year anniversary of such date.