WHEN 10-Q
World Health Energy Holdings, Inc. (WHEN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
MARK ONE
for
the Quarterly Period ended
for the transition period from ________ to ________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| (Address of principal executive offices) | Zip Code |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☐ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of November 20, 2023, there were issued and outstanding shares of the registrant’s common stock, par value $0.00001 per share, were outstanding.
WORLD HEALTH ENERGY HOLDINGS, INC.
Form 10-Q
September 30, 2023
| i |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2023
(UNAUDITED)
| 2 |
WORLD HEALTH ENERGY HOLDINGS, INC .
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2023
IN U.S. DOLLARS
(UNAUDITED)
TABLE OF CONTENTS
| Page | |
| CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: | |
| Condensed Consolidated Balance Sheets | 4 |
| Condensed Consolidated Statements of Comprehensive Loss | 5 |
| Condensed Consolidated Statements of Stockholders’ Equity | 6 |
| Condensed Consolidated Statements of Cash Flows | 8 |
| Notes to Condensed Consolidated Financial Statements | 9 |
| 3 |
WORLD HEALTH ENERGY HOLDINGS, INC .
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
(U.S. dollars except share and per share data)
| September 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Audited) | |||||||
| A s s e t s | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | ||||||||
| Accounts receivable, net | ||||||||
| Prepaid Share-based payment to service providers | ||||||||
| Related party | ||||||||
| Other current assets | ||||||||
| T o t a l Current assets | ||||||||
| Non-current assets | ||||||||
| Right-of-use asset | ||||||||
| Long term prepaid expenses | ||||||||
| Property and equipment, net | ||||||||
| Funds in respect of employee rights upon termination | ||||||||
| Investment in investee (Note 5) | ||||||||
| Intangible assets | ||||||||
| Total non-current assets | ||||||||
| T o t a l assets | ||||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | ||||||||
| Current operating lease liability | ||||||||
| Other current liabilities | ||||||||
| T o t a l current liabilities | ||||||||
| Non-current Liabilities | ||||||||
| Liability for employee rights upon retirement | ||||||||
| Long term loan from parent company | ||||||||
| Long term operating lease liability | ||||||||
| Deferred tax liability | ||||||||
| T o t a l Non-current liabilities | ||||||||
| T o t a l liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Series A preferred stock $ par value, shares authorized, shares issued and outstanding as of September 30, 2023, and December 31, 2022 | ||||||||
| Common stock $ par value, shares authorized as of September 30, 2023 and December 31, 2022. and shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | ||||||||
| Additional paid-in capital | ( | ) | ( | ) | ||||
| Proceeds on account of shares | ||||||||
| Treasury stock at cost – shares of common stock | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Company’s stockholders’ equity | ||||||||
| Non-controlling interests | ||||||||
| T o t a l stockholders’ equity | ||||||||
| T o t a l liabilities and stockholders’ equity | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 4 |
WORLD HEALTH ENERGY HOLDINGS, INC .
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(U.S. dollars except share and per share data)
| Nine months ended | Three months ended | |||||||||||||||
| September 30 | September 30 | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Revenues | ||||||||||||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Finance income, net | ( | ) | ||||||||||||||
| Loss before equity in net loss of equity investments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: Share in net gain (loss) of equity investments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to non-controlling interests | ||||||||||||||||
| Net loss attributable to the Company’s stockholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Basic and diluted net loss per share attributable to common stockholders | ) | ) | ) | ) | ||||||||||||
| Weighted average number of shares outstanding used in computing basic and diluted net loss per share | ||||||||||||||||
| Comprehensive loss: | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive income - Foreign currency translation adjustments | ||||||||||||||||
| Comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net - loss attributable to non-controlling interests | ||||||||||||||||
| Other comprehensive income attributable to non-controlling interests | ( | ) | ( | ) | ||||||||||||
| Comprehensive loss attributable to the Company’s stockholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 5 |
WORLD HEALTH ENERGY HOLDINGS, INC .
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(U.S. dollars, except share and per share data)
| Series A Preferred Stock | Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Additional paid-in capital | Proceeds on account of shares | Treasury shares | Accumulated Other Comprehensive Income | Accumulated deficit | Total Company’s stockholders’ equity (deficit) | Non-Controlling Interest | Total stockholders’ equity (deficit) | |||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2021 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2022: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds on account of shares | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF MARCH 31, 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| CHANGES DURING THE PERIOD OF THREE MONTHS ENDED JUNE 30, 2022: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF JUNE 30, 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| CHANGES DURING THE PERIOD OF THREE MONTHS ENDED SEPTEMBER 30, 2022: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares for CrossMobile investment | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds on account of shares | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| 6 |
WORLD HEALTH ENERGY HOLDINGS, INC .
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(U.S. dollars, except share and per share data)
| Series A Preferred Stock | Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Additional paid-in capital | Proceeds on account of shares | Treasury shares | Accumulated Other Comprehensive Income | Accumulated deficit | Total Company’s stockholders’ equity (deficit) | Non-Controlling Interest | Total stockholders’ equity (deficit) | |||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2023: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF MARCH 31, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| CHANGES DURING THE PERIOD OF THREE MONTHS ENDED JUNE 30, 2023: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares for investment in an investee | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF JUNE 30, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| CHANGES DURING THE PERIOD OF THREE MONTHS ENDED SEPTEMBER 30, 2023: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds on account of shares | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| 7 |
WORLD HEALTH ENERGY HOLDINGS, INC .
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars)
| Nine months ended | ||||||||
| September 30, | ||||||||
| 2023 | 2022 | |||||||
| (Unaudited) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss for the period | ( | ) | ( | ) | ||||
| Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Change in liability for employee rights upon retirement | ( | ) | ||||||
| Share in losses of non-consolidated entity | ||||||||
| Share-based compensation expense | ||||||||
| Change in operating lease liability | ( | ) | ||||||
| Change in accounts receivable | ( | ) | ( | ) | ||||
| Change in other current assets | ( | ) | ||||||
| Change in accounts payable | ||||||||
| Change in other accounts liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Loans received from (granted to) related parties | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Proceeds on account of shares | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| INCREASE IN CASH AND CASH EQUIVALENTS | ||||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | ||||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Non cash transactions: | ||||||||
| Investment in purchase of equity method investment | ||||||||
| Issuance of shares in exchange for debt | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statement
| 8 |
WORLD HEALTH ENERGY HOLDINGS, INC .
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL
| A. | Operations |
World Health Energy Holdings, Inc. (the “Company” or “WHEN”) was formed on May 21, 1986 under the laws of the State of Delaware. The Company has invested in a variety of internally developed software programs that it strove to commercialize.
UCG, INC. (the “UCG”) was incorporated on September 13, 2017, under the laws of the State of Florida. The Company wholly-owns the issued and outstanding shares of RNA Ltd. (“RNA”).
RNA is primarily a research and development company that has been performing software design work for UCG in the field of cybersecurity under the terms of development agreement between UCG and RNA. UCG is primarily engaged in the marketing and distribution of cybersecurity-related products.
In anticipation of the transaction contemplated under the SG Merger Agreement, SG 77 Inc., a Delaware corporation and a wholly-owned subsidiary of UCG (“SG”), was incorporated on April 16, 2020 and all of the cybersecurity rights and interests held by UCG, including the share ownership of RNA, were assigned to SG.
| B. | SG Transaction |
On April 27, 2020, the Company completed a reverse triangular merger pursuant to the Agreement and Plan of Merger (“SG Merger Agreement”) among the Company, R2GA, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Sub”), UCG, SG, and RNA. Under the terms of the SG Merger Agreement, R2GA merged with SG, with SG as the surviving corporation and a wholly-owned subsidiary of the Company (“SG Merger”). The SG Merger was effective as of April 27, 2020, whereby SG became a direct and wholly owned subsidiary of the Company and RNA became an indirect wholly owned subsidiary of the Company.
As consideration for the SG Merger, the Company issued Series B convertible preferred stock, par value $ per share, to UCG. Each share of the Series B convertible preferred stock will automatically convert into shares of common stock, par value $, for an aggregate amount of shares of common stock, upon the filing with the Secretary of State of Delaware of an amendment to the Company’s certificate of incorporation increasing the number of authorized shares of common stock that the Company is authorized to issue from time to time.
On October 7, 2021, and following the approval by the stockholders, the Company increase its authorized shares to (from shares) and changed the par value of the common stock to $ (from $) (see Note 10).
Following the effectiveness of the Amendment referred to above, on December 3, 2021, the Company issued shares of common stock to UCG upon the automatic conversion of all outstanding Series B convertible preferred stock issued in April 2020 in connection with the acquisition of RNA from UCG.
The SG Merger was accounted for as a reverse asset acquisition. Under this method of accounting, SG was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the facts that, immediately following the SG Merger: (i) SG’s stockholders owned a substantial majority of the voting rights in the combined company, (ii) SG designated a majority of the members of the initial board of directors of the combined company, and (iii) SG’s senior management holds all key positions in the senior management of the combined company. As a result of the reverse asset acquisition transaction, the shareholders of SG received the largest ownership interest in the Company, and SG was determined to be the “accounting acquirer” in the a reverse asset acquisition transaction.
As a result, the historical financial statements of the Company were replaced with the historical financial statements of SG. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.
| 9 |
WORLD HEALTH ENERGY HOLDINGS, INC .
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL (continued)
| C. | CrossMobile Transaction |
On
March 22, 2022, the Company, CrossMobile Sp. z o.o, a company formed under the laws of Poland (“CrossMobile”) and the shareholders
of CrossMobile (of which Mr. Giora Rosenzweig, held
On
July 13, 2022, the Company issued common shares with fair value of $
CrossMobile is a licensed mobile virtual network operator in Poland, providing the necessary licenses and key infrastructure in the EU. With its involvement in CrossMobile, the Company expects to provide advanced cybersecurity solutions and other next-generation value-added services to CrossMobile’s future product offerings.
In addition, under the CrossMobile Agreement, the Company had the option, through January 22, 2024, to purchase additional shares of CrossMobile (“Additional Share Purchase Option”) such that following the additional purchase, the Company shall hold approximately % of CrossMobile’s outstanding common shares on a fully diluted basis. In the event the Company shall choose to exercise the option, the Company shall issue such number of restricted shares of common stock of the Company calculated based on pre-money valuation of CrossMobile as determined by an independent appraiser agreed between the Company and CrossMobile.
On October 25, 2022, the Company exercised the Additional Share Purchase Option (see Note 1C to the annual financial statements of 2022) and acquired the additional % shares of CrossMobile such that following the acquisition, the Company increased its holding from % to % of CrossMobile’s outstanding common stock on a fully diluted basis. In consideration for the exercise of the Additional Share Purchase Option, the Company issued restricted common stock on November 28, 2022 to Crossmobile.
The
Company concluded that the acquired set of assets held at CrossMobile does not meet the definition of a business as substantially all
the fair value of the gross assets is concentrated in the license held by CrossMobile. CrossMobile is at it start up stages and has no
substantial operations. The only significant asset is the license which constitute more than
The acquisition of the additional % constitute an asset acquisition in stages and resulted in obtaining control over all assets of CrossMobile and consolidating CrossMobile as of October 25, 2022.
The
Company used the cost accumulation method to determine the cost of the acquisition. The Company used the carrying value of its
The
consideration for the assets of CrossMobile was made through the issuance of WHEN common shares with total fair value
of $
The
assets acquisition of CrossMobile resulted in
As
described above the entire consideration paid by WHEN was with its shares, issued to CrossMobile. Based on the guidance in ASC 810-10-45-5
the shares are not considered outstanding. The Company concluded that the fair value of the consideration paid to be based on the fair
value of the noncontrolling interests determined to be $
| 10 |
WORLD HEALTH ENERGY HOLDINGS, INC .
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL (continued)
Substantially
all the consideration were allocated to the license, in addition to $
In
addition, the Company recorded deferred tax liability and corresponding increase of the license value in an amount of $
The Company, collectively with SG, RNA and CrossMobile are hereunder referred to as the “Group”.
| D. | InstaView Transaction |
On
January 26, 2023, the Company, InstaView Ltd. (“InstaView”) and the shareholder of InstaView entered into an Investment Agreement
(the “InstaView Investment Agreement”) pursuant to which the Company purchased
In
addition, under the InstaView Investment Agreement, the Company has the option to purchase additional shares of InstaView in each of
calendar years 2023, 2024 and 2025, representing, in each such year, respectively,
In connection with the InstaView Investment Agreement, the Company, InstaView and the InstaView shareholder also entered into a shareholders agreement pursuant to which the Company was granted standard preemptive rights, veto rights over certain corporate action by InstaView , restrictions on transfer of shares, rights of first offer and tag along rights. In addition, the InstaView shareholder undertook to not compete with InstaView for so long as he is an InstaView shareholder and for a three year period thereafter.
The
Company determined the value of the
restricted common shares of Company common stock issued to InstaView based on Company’s share price on the agreement date at
$
| E. | Board and Shareholder Authority for Reverse Stock Split |
On
June 21, 2021,
| 11 |
WORLD HEALTH ENERGY HOLDINGS, INC .
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL (continued)
| F. | Liquidity |
The Group is subject to certain inherent risks and uncertainties associated with the development of its business. To date, substantially all the Company’s efforts and investments have been devoted to the growth of its business, organically and inorganically. These investments have historically been funded by raising outside capital, and as a result of these efforts, the Company has generally incurred significant losses and used net cash outflows from operations since inception and it may continue to incur such losses and use net cash outflows for the foreseeable future until such time it reaches scale of profitability without needing to rely on funding from outside capital to sustain its operations.
During
the nine-months ended September 30, 2023, the Company incurred a net loss of $
In
response to the risks and uncertainties described above, the Group and George Baumeohl, a Company director, have entered into an investment
agreement signed on November 1, 2022, where the director has committed to invest up to $
the Company continues to carefully evaluate its liquidity position and while it is difficult to predict its future liquidity requirements with certainty, the Company currently expects it will be able to generate sufficient liquidity to fund its operations over the next twelve months beyond the issuance date.
| G. | Risk factors |
The Group face a number of risks, including uncertainties regarding finalization of the development process, demand and market acceptance of the Group’s products, the effects of technological changes, competition and the development of products by competitors. Additionally, other risk factors also exist, such as the ability to manage growth and the effect of planned expansion of operations on the Group’s future results. In addition, the Group expects to continue incurring significant operating costs and losses in connection with the development of its products and increased marketing efforts. As mentioned above, the Group has not yet generated significant revenues from its operations to fund its activities, and therefore the continuance of its activities as a going concern depends on the receipt of additional funding from its current stockholders and investors or from third parties.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Unaudited Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the nine-months ended September 30, 2023. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2023. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates.
Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on published on the OTCIQ, for the year ended December 31, 2022.
Principles of Consolidation
The consolidated financial statements are prepared in accordance with GAAP. The consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated.
| 12 |
WORLD HEALTH ENERGY HOLDINGS, INC .
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates.
Investment in investee
The Company accounts of its options in InstaView in accordance with ASC 321, Investments – Equity Securities. The Company elected the measurement alternative under which the options are measured at cost as they have no readily determinable fair value. The carrying amount of the investment is included within Investment in investee, non-current assets in the Consolidated Balance Sheets. The equity securities will be carried at cost less impairment, if any, and subsequently measured to fair value upon observable price changes in an orderly transaction for the identical or similar investments with any gains or losses recorded to the consolidated statement of operations and comprehensive income. No amortization expenses were recorded in the nine months ended September 30, 2023 un respect of Instaview.
Recently Adopted Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments — Credit Losses (Topic 326), which changes the impairment model for most financial assets, including accounts receivable, and replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The guidance is effective for the Company for interim and annual periods beginning after December 15, 2022, with early adoption permitted. Effective January 1, 2023, the Company adopted this standard using a modified retrospective transition approach, which required a cumulative effect adjustment to the balance sheet as of January 1, 2023. The adoption of this standard did not have a material impact to our condensed consolidated financial statements.
NOTE 3 – COMMON STOCK
| a. | On
February 8, 2023, the Company entered into an investment agreement with a shareholder pursuant
to which it raised $ |
| b. | On
February 8, 2023, the Company issued to the investor specified in item a above and designee an aggregate of
shares of common stock in satisfaction of a loan made by the shareholder to the Company in the principal amount of $ |
| c. | On
May 5, 2023 and on June 30, 2023, the Company issued to George Baumeohll, a director and a shareholder, an aggerate of
shares of common stock for aggregate subscription proceeds of $ |
| d. | On May 15, 2023, the Company issued shares of common stock as consideration under InstaView Transaction (see note 1D above). |
| 13 |
WORLD HEALTH ENERGY HOLDINGS, INC .
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| 1. | The following table presents the Company’s stock option activity for employees and directors, during the three and nine months ended September 30, 2023: |
| Number of Options | Weighted Average Exercise Price | |||||||
| Outstanding at December 31,2022 | ||||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited or expired | ||||||||
| Outstanding at March 31,2023 | ||||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited or expired | ||||||||
| Outstanding at June 30,2023 | ||||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited or expired | ( | ) | ( | ) | ||||
| Outstanding at September 30,2023 | ||||||||
| Number of options exercisable at September 30, 2023 | ||||||||
The aggregate intrinsic value of the awards outstanding as of September 30, 2023 is . These amounts represent the total intrinsic value, based on the Company’s stock price of $ as of September 30, 2023, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.
| Exercise price | Stock options outstanding | Weighted average remaining contractual life – years | Stock options vested | |||||||||||
| As of September 30, 2023 | ||||||||||||||
Compensation expense recorded by the Company in respect of its stock-based compensation awards for the period of nine months ended September 30, 2023 was $ and are included in the Statements of Operations of which $ were recorded as part of research and development expenses $ as part of general and administration expenses.
As of September 30, 2023, the total share-based compensation costs not yet recognized related to unvested stock options was $ million, which is expected to be recognized over the weighted-average remaining requisite service period of years
| 14 |
WORLD HEALTH ENERGY HOLDINGS, INC .
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| 2. | On January 26, 2023, RNA entered into two consulting agreements for the design of new generation of Internet Of Things (“IOT”) devices and for research and update of international needs of IOT devices with two consultants under which it undertook to issue to each of the consultant Non-Plan option to purchase shares of the Company’s common stock at per share exercise price of $, exercisable over years, of which options for of the share will vest on each of the anniversaries of the execution of the agreement, beginning with January 24, 2024 and thereafter on each subsequent anniversary, subject to continued services with RNA. The fair value of both of the options was determined using the Black-Scholes pricing model at $, assuming a risk free rate of %, a volatility factor of %, dividend yields of % and an expected life of years. Total compensation expenses during the nine months ended September 30, 2023 amounted to $ and were recorded as share based compensation under research and development expenses. | |
| 3. | On May 7, 2023, RNA entered into a consulting agreement with a consultant pursuant to which the Company granted the consultant a Non-Plan option to purchase shares of the Company’s common stock at per share exercise price of $, exercisable over years, of which options for of the share will vest on each of the anniversaries of the execution of the agreement, beginning with May 7, 2024 and thereafter on each subsequent anniversary, subject to continued services with RNA. The fair value of both of the options was determined using the Black-Scholes pricing model at $, assuming a risk free rate of %, a volatility factor of %, dividend yields of % and an expected life of years. Total compensation expenses during the nine months ended September 30, 2023 amounted to $ and were recorded as share based compensation under research and development expenses. |
NOTE 5 - EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES
The
Company applies the equity method to investments when it has an ability to exercise significant influence over the operational decision-making
authority and financial policies of the investee. During the nine months ended September 30, 2023, the Company accounted for its
The following tables summarize the carrying amounts, including changes therein, of our equity method investment in InstaView during the period:
| Nine months ended September 30, 2023 | ||||
| Opening balance | $ | |||
| Equity investment | ||||
| Other comprehensive loss | ( | ) | ||
| Equity loss | ( | ) | ||
| Investments under equity method. | ||||
| Purchased Option | ||||
| Investment in investee as of September 30, 2023 | $ | |||
| 15 |
NOTE 6 – RELATED PARTIES
| A. | Transactions and balances with related parties |
Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| General and administrative expenses: | ||||||||||||||||
| Salaries and fees to officers | ||||||||||||||||
| (*) of which share based compensation | ||||||||||||||||
| Research and development expenses: | ||||||||||||||||
| Salaries and fees to officers | ||||||||||||||||
| (*) of which share based compensation | ||||||||||||||||
| B. | Balances with related parties and officers: |
As of September 30, | As of December 31, | |||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Audited) | |||||||
| Other current assets | ||||||||
| Other accounts liabilities | ||||||||
| Liability for employee rights upon retirement | ||||||||
| Long term loan from related party (*) | ||||||||
| (*) |
| 16 |
NOTE 7 – SUBSEQUENT EVENTS
| 1. | Significant portion of Company’s operations are conducted in Israel and several of Company’s members of our board of directors, management, as well as a majority of Company’s employees and consultants, including employees of our service providers, are located in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel. |
In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers in the southern part of the country. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. In the weeks since the initial attack by Hamas, hostilities along Israel’s northern border with Hezbollah located in Lebanon have accelerated, and this clash may escalate in the future into a greater regional conflict.
Following the brutal attacks on Israel, the mobilization of army reserves and the government declaring a state of war in October 2023, there was a decrease in Israel’s economic and business activity. The security situation has led, inter alia, to a disruption in the supply chain and production, a decrease in the volume of national transportation and a shortage in manpower due to employees being called for active reserve duty. These events may imply wider macroeconomic indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability to effectively conduct its business, operations and affairs.
The intensity and duration of Israel’s current war is difficult to predict, and as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. As at the reporting date the Company is unable to assess the extent of the effect of the war on its business activities and on the business activities of its subsidiaries, and on their medium and long term results. The Company is continuing to regularly follow developments on the matter and is examining the effects on its operations and the value of its assets. As of the date of the filing, the still on-going War has no direct material short term effect on the Company’s activities.
| 2. | On October 16, 2023, UCG, Inc. (“UCG”), the holder of approximately % of the issued and outstanding shares of the Company, executed and delivered a binding term sheet (the “Term Sheet”) with Cuentas Inc. (“Cuenats”), a company currently listed on The Nasdaq Stock Market LLC. Pursuant to the terms of the Term Sheet, UCG will transfer all its shares in the Company to Cuentas in exchange for the issuance to UCG of that number of shares of Cuentas which will represent % of the issued and outstanding shares of Cuentas on a fully diluted basis. It is contemplated that within the following 45 days, the parties will complete their due diligence processes and execute definitive agreements incorporating the terms of the Term Sheet. The share exchange is contingent on obtaining the approval of Nasdaq and the shareholders of Cuentas to the contemplated transaction, the filing with the Securities and Exchange Commission of a registration statement on Form S-4, an independent third-party appraisal of the value of the Company shares, the grant by the Nasdaq Stock Market of an extension at least through April 1, 2024 for Cuentas to comply with Nasdaq’s minimum stockholder equity requirements and other customary closing conditions. The parties agreed to use their best efforts to consummate the transaction as soon as practicable, but not later than December 15, 2023, unless extended in writing. Either party has the right to terminate the Term Sheet if the closing does not occur on or before said date or the parties are unable to enter into a definitive stock purchase agreement before expiration of the 45-day diligence period. |
Following the execution of the Term Sheet, the Company shall proceed to obtain the necessary regulatory approval of a reverse stock split of its outstanding common stock solely in connection with an uplisting to a U.S. National Exchange.
Upon the consummation of the share exchange contemplated by the Term Sheet, the board of directors of Cuentas shall be increased to nine members. UCG and the Cuentas Shareholders will each designate two members, with the remaining five independent directors to be nominated by mutual agreement of UCG and the Cuentas Shareholders.
The Term Sheet further provides that each of Giora Rozensweig, the interim CEO of the Company, George Baumeohl, a director of the Company and a principal of UCG, Arik Maimon, CEO and President of Cuentas and Michael De Prado, the President of Cuentas, will enter into stockholders’ agreement, the terms of which are currently being negotiated, reflecting the parties’ agreement to certain matters relating to the management of Cuentas. This agreement is currently being negotiated and will be included in the definitive agreement for shareholder approval.
The Term Sheet also contemplates that at the closing of the share exchange, Cuentas may enter into employment agreements with Giora Rozensweig, the interim CEO of the Company, who shall be designated as co-Executive Chairman of the Cuentas Board. The agreement will be on the same terms and conditions as the current Cuentas Chairman and CEO, and/or co-CEO of Cuentas and an additional Company designated person shall serve in a senior capacity as an officer of Cuentas.
| 17 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The following discussion should be read in conjunction with the financial statements and related notes contained elsewhere in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2023. Certain statements made in this discussion are “forward-looking statements” within the meaning of the private securities litigation reform act of 1995,. These statements are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.
Overview
World Health Energy Holdings (“WHEN” or the “Company” or “us” ) is primarily engaged in the cybersecurity technology field. On April 27, 2020, WHEN completed a reverse triangular merger pursuant to the Merger Agreement among the Company, R2GA, UCG, SG, and RNA. Under the terms of the Merger Agreement, R2GA merged with and into SG, with SG remaining as the surviving corporation and a wholly-owned subsidiary of the Company. The Merger became effective as of April 27, 2020. Each of Gaya Rozensweig and George Baumeohl, directors of the Company, are also the sole shareholders and directors of UCG.
RNA is primarily a research and development company that has been performing software design services in the field of cybersecurity. SG is primarily engaged in the marketing and distribution of cybersecurity related products. In anticipation of the transaction contemplated under the Merger Agreement, SG was formed and all of the cybersecurity rights and interests held by UCG, including the share ownership of RNA, were assigned to SG.
Following the closing, each of SG 77 and RNA became wholly-owned subsidiaries of the Company.
| 18 |
Acquisition of CrossMobnile
On March 22, 2022 the Company, CrossMobile Sp z o.o., a company formed under the laws of Poland (“CrossMobile”) and the shareholders of CrossMobile (of which our CEO, Giora Rosenzweig, holds 40.67% and George Baumeohl, a director, holds 6.67%, of the issued preferred share capital of CrossMobile), entered into an Investment Agreement (the “Agreement”) pursuant to which the Company purchased in July 2022 an initial 26% equity stake of the outstanding common share capital of CrossMobile on a fully diluted basis, in consideration of the issuance by the Company to CrossMobile of 10,000,000,000 restricted shares of Company . In addition, for 18 months following the date of the Agreement, the Company has the option to purchase additional shares of CrossMobile, (the “Additional Share Purchase Option”), such that following such additional purchase, the Company shall hold approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis. On October 25, 2022, the Company exercised the Additional Share Purchase Option to acquire such additional shares of CrossMobile and the Company now holds approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis and proportionally voting rights. In consideration for the exercise of the Additional Share Purchase Option, the Company issued to CrossMobile an additional 10,000,000 shares of the Company’s common stock.
CrossMobile provides public mobile telephone services in Europe, (without its own radio infrastructure) We believe that the acquisition of CrossMobile provides an opportunity in our evolution and provides us with a strong foothold in the European mobile telecom market.. CrossMobile is planning to roll-out a comprehensive suite of value-added services for B2B and B2C customers in the telecom industry.
With our involvement in CrossMobile, we expect to provide advanced cybersecurity solutions and other next-generation value-added services to CrossMobile’s future product offerings.
The global telecom services market size was valued at USD 1,805.61 billion in 2022 and is expected to expand at a compound annual growth rate (CAGR) of 6.2% from 2023 to 2030 1. The global cyber security market size is projected to grow from $172.32 billion in 2023 to $424.97 billion in 2030, at a CAGR of 13.8%2. By combining the telecom focus with our existing cyber security product offering, our plan is to bring to market a new standard of service in value added telecom and security solutions for B2B and B2C customers alike.
During the nine months ended September 30, 2023, CrossMobile accomplished the following
| a. | Be in the air with standard packages of Voice, SMS and Data in Poland and International Roaming. | |
| b. | Commence initial sales business customers of standard packages of Voice, SMS and Data in Poland and International Roaming that will generate first invoice in July 2023 | |
| c. | Due to the need of focusing on sales, technical issues and corporate governance we postponed until Q3 to fully Initiate cooperation with existing or build new Telecom operators similar to CrossMobile to fully optimize ROI on the investment made in people and IT Systems. Focus areas will be USA, UK, Asia Pacific and selected countries in Europe with high potential. |
CrossMobile began marketing its services in October 2023 and to date has signed up approximately ___ subscribers for two year committed subscription agreement. The subscribers include B2B and B2c customers.
Acquisition of Instaview
On Feb. 26, 2023 we completed the acquisition of an initial 26% of Instaview Ltd. (“Instaview”), an emerging technology company in the field of AI-based image processing systems, thermal cameras, home and enterprise security, livestock tracking and control appliances plus much more.
Instaview is engaged in the field of image processing systems and thermal cameras. Over the past 18 years, Instview has provided innovative security and managing solutions in hundreds of projects in Israel and overseas.
We believe that there is synergy between Instaview and our activities and marks the beginning of the revolution of the home and enterprise security market, which is estimated to be $120 billion in 2022 and projected to grow at a compound annual growth rate of 8% through 2030.”
1 Grand View Research, from https://www.grandviewresearch.com/industry-analysis/global-telecom-services-market
2 https://www.fortunebusinessinsights.com/industry-reports/cyber-security-market-101165
| 19 |
Combined WHEN Product Offerings
Our product offerings are comprised of three complementary segments, namely
| 1. | Cyber Care, which is the long standing and core business segment of WHEN | |
| 2. | AI based image processing systems such as audio-video systems and security cameras solutions being an off-line extension of the on-line Cyber Care services entered through the acquisition of 26% shares in Instaview | |
| 3. | Mobile telecom GSM which is a new business segment, linking the off and on line business segments entered through the recent acquisition of CrossMobile |
All three are targeting commercial enterprises (B2B) and individual users (B2C).
Cyber Care
B2B Offerings—Our B2B Cybersecurity system software development and implementation program focuses on developing a threat management software that provides innovative solutions for the constantly evolving cyber challenges of businesses, non-governmental organizations (NGO’s) and governmental entities.
In 2021 we launched OTOGRAPH, our comprehensive cybersecurity and information security system, to enable business enterprises to monitor, analyze and prevent suspicious or harmful behavior on corporate networks and connected devices. The OTOGRAPH is designed to analyze and prevent internal or external abuse or abnormal activity on enterprise devices, such as PCs, mobile phones, servers or any other operating system (OS)-based Internet of things (IOT) devices. IoT devices are the nonstandard computing devices that connect wirelessly to a network and have the ability to transmit data.
The rapid transition to open and cloud-based remote workforce has exposed businesses and organizations across the world to higher risks of cyber-attacks and information security breaches. To enable businesses to better protect their data and workflow, we developed a Business Behavioral Analysis (BBA) system that enables business leaders to track all activity from any given location on a one-stop dashboard. Developed over the past two years, OTOGRAPH provides aggregated data and a wide variety of real-time analytics such as real time monitoring of online behavior, applications and system behavior, data breaches, internal and external connections analytics, productivity analysis and psycholinguistic analysis. Corporations and organizations can then use the dashboard to detect suspicious human or device activities that put their company at risk.
| 20 |
OTOGRAPH was developed based on based on a state of the art intelligence technology combined with AI technology that processes and analyzes massive amounts of behavioral and communication data and enables organizations to make real time accurate preventive assessments and decisions to protect company assets and ensure operational efficiency. OTOGRAPH deploys a unique Business Behavioral Analysis (BBA) machine learning software. Behavioral digital data is extracted from all endpoint devices that are connected to the company’s network infrastructure – whether physically, wirelessly or remotely. The data is processed and analyzed to learn and to reveal the unique digital behavioral pattern of the organization as a whole and of every endpoint or individual.
OTOGRAPH then sets baselines of normal patterns for each, and constantly searches for anomalies – deviations from those expected patterns. The anomalies are detected automatically and instantly, categorized by their type and generate push alerts which are sent to the business leader’s dashboard and enabling him to respond to the threat.
OTOGRAPH is continuously learning and calibrating the normal patterns and their thresholds to minimize the number of false alarms and constantly adapt to the changing needs of organizations in real time. Our B2C Cybersecurity division targets families concerned with external cyber threats and exposures in addition to monitoring a child’s behavioral patterns that may alert parents to potential tragedies caused by cyber bullying, pedophiles, other predators, and depression.
B2C
SG’s Parental System offers a comprehensive solution which is designed to enable parents wishing to observe their children’s online behavior to learn if they are accessing inappropriate websites and content and/or to protect them from a range of threats including cyberbullying, pedophiles and other predators and identity theft.
The Parental System line is positioned as the “ultimate parental cyber solution”. This system incorporates a range of features enabling parents to view and manage their children’s Android phones and devices. The key elements of our proprietary solutions include the following: analysis of all incoming and outgoing written data; analysis of all incoming and outgoing audio communication; real time location tracking; environmental surroundings analysis; and cyber activity analysis.
The Parental System has similar features to those of the B2B yet tailored to fit the needs of parents and guardians to protect their children. Such variations focus on online behavioral patterns whether vocally, via short message service (“SMS”) or social media platforms. If there is a change in behavior patterns, the product is designed to immediately send the parent or adult guardian an alert. For example, as stated in several international reports, one of the identifiable indicators before suicide is social withdrawal, something which today appears as a significant decrease in text message exchanges. The system categorizes this decrease as a red flag. Moreover, there are certain words and phrases which increase in use prior to suicide which the system will detect these it will put them in the red flag category.*
* https://www.mayoclinic.org/healthy-lifestyle/tween-and-teen-health/in-depth/teen-suicide/art-20044308
While analyzing voice calls based on; tone of speech, lengths of the conversation and the frequency of calls, Parental System Analytics is capable of identifying changes in behavioral patterns and flagging these changes. For example, studies showed that with deteriorating mental health, the frequency of calls decreases and the sentences along with the length of the conversations get shorter. Any such discrepancy in behavior patterns will send a real time alert to the parent or legal guardian, potentially avoiding a tragedy.
| 21 |
Strategy Cyber Care: We believe that the technology underlying our product offering is our primary competitive advantage. The strength of our solution is driven by several proprietary technologies and methodologies that we have developed, coupled with how we have combined them into our highly versatile platform incl. the mobile telecom platform discussed below. These advantages enable our end users to
| ● | Prevent trade secret and data leakage; | |
| ● | Protect against hackers; | |
| ● | Minimize loss of productivity; | |
| ● | Detect embezzlements and thefts; | |
| ● | Defend employees from harassments; | |
| ● | Prevent talent and client poaching; | |
| ● | Avoid human errors; | |
| ● | Develop a new level of decision-making ability based on accurate and real-time data; and | |
| ● | Assist parents and legal guardians in monitoring their minor children’s’ cyber online activities. |
The Company’s go-to-market strategy focuses principally on generating revenue from software, services and licensing. The Company intends to drive revenue growth and to achieve margins that are consistent with those of other enterprise software companies.
We currently intend to sell substantially all of our products and services to distributors and resellers, which will sell to end-user customers, which we refer to in this report as our customers.
The implementation of our strategies is subject to our raising significant cash resources, of which no assurance can be provided that we will be successful in raising the needed capital on commercially reasonable terms. As of the date of this prospectus, we have no commitments for any capital raise.
Mobile telecom GSM
Following the first step, our next planned strategy is to add the advanced B2B and B2B Cyber Care bundled with the audio-video systems and security cameras solution and offer them as an integrated part of our GSM solutions. This will give our B2B the possibility to use the AI and BBA as a tool to increase not only security but as well efficiency in sales organizations where soft skills, emotions and personal relations are crucial.
In respect to the B2C market our strategy is to give families a tool to protect their assets and entire households in particular kids or pets and evenelderly members being fragile newcomers in the world of e-commerce, on-line banking and on-line dating.
The third step expected to be initiated in Q3 2023 in is to copy and paste the same scenario of combining Cyber Care and Mobile Telecom to other selected markets in North Africa, the USA and Europe.
To execute this strategy CrossMobile has engaged with not only telecom industry experts but as well high level sales experts from international FMCG sector that is expected to bring a new standard of cross selling and customer experience to the telecom market.
| 22 |
Letter of Intent with Cuentas Inc.
On October 16, 2023, UCG, Inc. (“UCG”), the holder of approximately 75% of the issued and outstanding shares of WHEN, executed and delivered a binding term sheet (the “Term Sheet”) with Cuentas Inc. (“Cuentas”), a company currently listed on The Nasdaq Stock Market LLC. Pursuant to the terms of the Term Sheet, UCG will transfer all its shares in WHEN to Cuentas in exchange for the issuance to UCG of that number of shares of Cuentas which will represent 50% of the issued and outstanding shares of Cuentas on a fully diluted basis. It is contemplated that within 45 days of the execution of the Term Sheet, the parties will complete their due diligence processes and execute definitive agreements incorporating the terms of the Term Sheet. The share exchange is contingent on obtaining the approval of Nasdaq and the shareholders of Cuentas to the contemplated transaction, the filing with the Securities and Exchange Commission of a registration statement on Form S-4, an independent third-party appraisal of the value of the Cuentas shares, the grant by the Nasdaq Stock Market of an extension at least through April 1, 2024 for Cuentas to comply with Nasdaq’s minimum stockholder equity requirements and other customary closing conditions. The parties agreed to use their best efforts to consummate the transaction as soon as practicable, but not later than December 15, 2023, unless extended in writing. Either party has the right terminate Term Sheet if the closing does not occur on or before said date or the parties are unable to enter into a definitive stock purchase agreement before expiration of the 45-day diligence period.
Upon the consummation of the share exchange contemplated by the Term Sheet, the board of directors of Cuentas shall be increased to nine members. UCG and the Cuentas Shareholders will each designate two members, with the remaining five independent directors to be nominated by mutual agreement of UCG and the Cuentas Shareholders.
The Term Sheet further provides that each of Giora Rozensweig, the interim CEO of the Company, George Baumeohl, a director of the Company and a principal of UCG, Arik Maimon, CEO and President of Cuentas and Michael De Prado, the President of Cuentas, will enter into stockholders’ agreement, the terms of which are currently being negotiated, reflecting the parties’ agreement to certain matters relating to the management of Cuentas. This agreement is currently being negotiated and will be included in the definitive agreement for shareholder approval.
The Term Sheet also contemplates that at the closing of the share exchange, Cuentas may enter into employment agreements with Giora Rozensweig, the interim CEO of the Company, who shall be designated as co-Executive Chairman of the Cuentas Board. The agreement will be on the same terms and conditions as the current Cuentas Chairman and CEO, and/or co-CEO of Cuentas and an additional Company designated person shall serve in a senior capacity as an officer of Cuentas.
Comparison of the Three Months Ended September 30, 2023 to the Three Months Ended September 30, 2022
Summary of Results of Operations
| Three months ended | ||||||||
| September 30 | ||||||||
| 2023 | 2022 | |||||||
| Revenues | $ | 27,799 | 23,726 | |||||
| Operating Expenses | ||||||||
| Research and development expenses | (427,965 | ) | (528,211 | ) | ||||
| Selling and marketing expenses | 6,693) | ) | - | |||||
| General and administrative expenses | (1,112,471 | ) | (4,219,851 | ) | ||||
| Operating loss | 1,519,330) | ) | (4,724,336 | ) | ||||
| Financing income, net | (6,908 | ) | 8,881 | |||||
| Loss before equity in net loss of equity investments | 1,526,238) | ) | (4,715,455 | ) | ||||
| Less: Equity in net loss of equity investments | (890 | ) | (64,267 | ) | ||||
| Net loss | 1,527,128) | ) | (4,779,722 | ) | ||||
| Net loss attributable to non-controlling interests | 26,450 | - | ||||||
| Net loss attributable to the Company’s stockholders | 1,500,678) | ) | (4,779,522 | ) | ||||
Revenues
Our total revenue consists of sales of our products and services.
| 23 |
Operating Expenses
Our current operating expenses consist of three components - research and development expenses, selling and marketing expenses and general and administrative expenses.
Research and Development Expenses, net
We expect to continue incurring substantial expenses for the next several years as we continue to develop our product lines. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. The design and development activities will consume a large proportion of our current, as well as projected, resources.
Our research and development costs include costs are comprised of:
● internal recurring costs, such as personnel-related costs (salaries, employee benefits, equity compensation and other costs), materials and supplies, facilities and maintenance costs attributable to research and development functions; and
● fees paid to external parties who provide us with contract services, such as preclinical testing, manufacturing and related testing and clinical trial activities.
The following table discloses the breakdown of research and development expenses:
| Three Months Ended September 30 | ||||||||
| 2023 | 2022 | |||||||
| Salaries and related expenses | $ | 12,161 | 75,698 | |||||
| Share-based compensation expenses | 298,617 | 416,641 | ||||||
| Subcontractors and other development costs | 104,899 | 12,498 | ||||||
| Depreciation and amortization | 4,772 | 8,034 | ||||||
| Rent and office maintenance | 855 | 8,527 | ||||||
| Other expenses | 6,661 | 6,813 | ||||||
| Total | $ | 427,965 | 528,211 | |||||
Selling and Marketing Expenses
Selling and marketing expenses consist primarily of salaries and related expenses, professional services and other expenses.
The following table discloses the breakdown of selling and marketing expenses:
| Three Months Ended September 30 |
||||||||
| 2023 | 2022 | |||||||
| Professional services | 6,693 | - | ||||||
| Total | $ | 6,693 | - | |||||
We expect that our selling and marketing expenses will increase as we continue to increase our selling and marketing efforts in 2023 following the acquisition of Cross Mobile and our efforts to be in the air with standard packages of Voice, SMS and Data in Poland and International Roaming and initiate cooperation with existing or build new Telecom operators.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and related expenses, professional services, rent and office maintenance and other non-personnel related expenses.
| 24 |
The following table discloses the breakdown of general and administrative expenses:
Three Months Ended September 30 |
||||||||
| 2023 | 2022 | |||||||
| Salaries and related expenses | $ | 98,457 | 61,746 | |||||
| Share-based compensation expenses | 829,943 | 4,113,024 | ||||||
| Professional services | 141,487 | 27,022 | ||||||
| Rent and office maintenance | 2,472 | 8,100 | ||||||
| Other expenses | 40,112 | 9,959 | ||||||
| Total | $ | 1,112,471 | 4,219,851 | |||||
Revenues
Revenues for the three months ended September 30, 2023 and 2022 were $27,799 and $23,726, respectively. We expect to start generating revenues from our mobile telephone services in Europe through CrossMobile during the forth quarter of 2023.
Research and Development Expenses. Research and development expenses consist of salaries and related expenses, share-based compensation expenses, consulting fees, service providers’ costs and overhead expenses. Research and development expenses increased from $427,965 during the three months ended September 30, 2022 to $528,211 during the three months ended September 30, 2023. The decrease resulted primarily from decrease in non-cash share-based compensation expenses, salaries and related expenses and in rent and maintenance costs partially offset by increase in consulting fees and service providers’ costs associated with our development activities.
Selling and Marketing Expenses. Selling and marketing expenses consist primarily of professional fees. Selling and marketing expenses for the three months ended September 30, 2023 amounted to $6,693 as compared to $0 for the three months ended September 30, 2022. The increase is primarily attributable to expenses incurred in connection with the purchase of 51% of CrossMobile, which we completed in November 2022.
General and Administrative Expenses. General and administrative expenses consist primarily of salaries and related expenses, share-based compensation expenses and other non-personnel related expenses such as legal expenses. General and administrative expenses decreased from $4,219,851 for the three months ended September 30, 2022 to $1,112,471 in the three months ended September 30, 2023. The decrease is primarily attributed to the decrease in non-cash share-based compensation expenses partially offset by increase in professional services.
Financing Income, Net. Financing income, net decreased from $33,338 of financing income for the three months ended September 30, 2022 to financing income, net of $10,614 for the three months ended September 30, 2023. The decrease is mainly a result of currency exchange differences between the Dollar and the New Israeli Shekel.
Net Loss. As a result of the foregoing, our net loss for the three months ended September 30, 2023 was $1,527,128 compared to $4,779,722 for the three months ended September 30, 2022.
| 25 |
Comparison of the Nine Months Ended September 30, 2023 to the Nine Months Ended September 30, 2022
Summary of Results of Operations
| Nine months ended | ||||||||
| September 30 | ||||||||
| 2023 | 2022 | |||||||
| Revenues | $ | 162,784 | 67,480 | |||||
| Operating Expenses | ||||||||
| Research and development expenses | (1,433,087 | ) | (979,555 | ) | ||||
| Selling and marketing expenses | (36,889 | ) | - | |||||
| General and administrative expenses | (4,245,311 | ) | (8,227,195 | ) | ||||
| Operating loss | (5,552,503 | ) | (9,139,270 | ) | ||||
| Financing income, net | 8,595 | 45,515 | ||||||
| Loss before equity in net loss of equity investments | (5,545,025 | ) | (9,093,755 | ) | ||||
| Less: Equity in net loss of equity investments | (1,117 | ) | (64,267 | ) | ||||
| Net loss | (5,545,025 | ) | (9,158,022 | ) | ||||
| Net loss attributable to non-controlling interests | 52,392 | - | ||||||
| Net loss attributable to the Company’s stockholders | (5,492,633 | ) | (9,158,022 | ) | ||||
Revenues
Our total revenue consists of sales of our products and services. We expect to start generating revenues from our mobile telephone services in Europe through CrossMobile during the forth quarter of 2023.
Operating Expenses
Our current operating expenses consist of three components - research and development expenses, selling and marketing expenses and general and administrative expenses.
Research and Development Expenses, net
We expect to continue incurring substantial expenses for the next several years as we continue to develop our product lines. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. The design and development activities will consume a large proportion of our current, as well as projected, resources.
Our research and development costs include costs are comprised of:
● internal recurring costs, such as personnel-related costs (salaries, employee benefits, equity compensation and other costs), materials and supplies, facilities and maintenance costs attributable to research and development functions; and
● fees paid to external parties who provide us with contract services, such as preclinical testing, manufacturing and related testing and clinical trial activities.
The following table discloses the breakdown of research and development expenses:
| Nine Months Ended September 30 | ||||||||
| 2023 | 2022 | |||||||
| Salaries and related expenses | $ | 185,844 | 251,797 | |||||
| Share-based compensation expenses | 1,049,008 | 624,962 | ||||||
| Subcontractors and other development costs | 119,618 | 29,698 | ||||||
| Depreciation and amortization | 13,345 | 8,105 | ||||||
| Rent and office maintenance | 47,944 | 38,796 | ||||||
| Other expenses | 17,328 | 26,197 | ||||||
| Total | $ | 1,433,087 | 979,555 | |||||
| 26 |
Selling and Marketing Expenses
Selling and marketing expenses consist primarily of salaries and related expenses, professional services and other expenses.
The following table discloses the breakdown of selling and marketing expenses:
| Nine Months Ended September 30 | ||||||||
| 2023 | 2022 | |||||||
| Professional services | 30,197 | - | ||||||
| Total | $ | 30,197 | - | |||||
We expect that our selling and marketing expenses will increase as we continue to increase our selling and marketing efforts in 2023 following the acquisition of Cross Mobile and our efforts to be in the air with standard packages of Voice, SMS and Data in Poland and International Roaming and initiate cooperation with existing or build new Telecom operators.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and related expenses, professional services, rent and office maintenance and other non-personnel related expenses.
The following table discloses the breakdown of general and administrative expenses:
Nine Months Ended September 30 | ||||||||
| 2023 | 2022 | |||||||
| Salaries and related expenses | $ | 248,373 | 190,795 | |||||
| Share-based compensation expenses | 3,651,625 | 7,850,027 | ||||||
| Professional services | 247,896 | 84,156 | ||||||
| Rent and office maintenance | 94,717 | 65,516 | ||||||
| Other expenses | 2,700 | 36,701 | ||||||
| Total | $ | 4,245,311 | 8,227,195 | |||||
Revenues
Revenues for the nine months ended September 30, 2023 and 2022 were $162,784 and $67,480, respectively. The increase in our revenues resulted primarily from services provided under a development agreement in an amount of $90,000 recognized during the nine months ended September 30, 2023. We expect to start generating revenues from our mobile telephone services in Europe through CrossMobile during the forth quarter of 2023
Research and Development Expenses. Research and development expenses consist of salaries and related expenses, share-based compensation expenses, consulting fees, service providers’ costs and overhead expenses. Research and development expenses increased from $979,555 during the nine months ended September 30, 2022 to $1,433,087 during the nine months ended September 30, 2023. The increase resulted primarily from increase in non-cash share-based compensation expenses, consulting fees, service providers’ and in rent and maintenance costs partially offset by decrease in salaries and related expenses and depreciation costs associated with our development activities.
Selling and Marketing Expenses. Selling and marketing expenses consist primarily of professional fees. Selling and marketing expenses for the nine months ended September 30, 2023 amounted to $36,889 as compared to $0 for the nine months ended September 30, 2022. The increase is primarily attributable to expenses incurred in connection with the purchase of 51% of CrossMobile, which we completed in November 2022.
| 27 |
General and Administrative Expenses. General and administrative expenses consist primarily of salaries and related expenses, share-based compensation expenses and other non-personnel related expenses such as legal expenses. General and administrative expenses decreased from $8,227,195 for the nine months ended September 30, 2022 to $4,245,311 in the nine months ended September 30, 2023. The decrease is primarily attributed to the decrease in non-cash share-based compensation expenses partially offset by increase in professional services, salaries and related expenses and other non-personnel related expenses.
Financing Income, Net. Financing income, net decreased from $45,515 of financing income for the nine months ended September 30, 2022 to financing income, net of $8,595 for the nine months ended September 30, 2023. The decrease is mainly a result of currency exchange differences between the Dollar and the New Israeli Shekel.
Net Loss. As a result of the foregoing, our net loss for the nine months ended September 30, 2023 was $5,545,025 compared to $9,093,755 for the nine months ended September 30, 2022.
Financial Condition, Liquidity and Capital Resources
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. At September 30, 2023 and December 31, 2022, we had current assets of $326,564 and $276,508, respectively, and total assets of $10,402,935 and $10,233,018 respectively. The increase in total assets is mainly due to the increase in intangible assets attributable to the purchase of 26% of the issued and outstanding shares of InstaView. We had current liabilities of $751,354 as compared to $787,683 as of September 30, 2023 and December 31, 2022, respectively and total liabilities of $3,883,977 as compared to $3,948,646 as of September 30, 2023 and December 31, 2022, respectively.
At September 30, 2023, we had a cash balance of $135,623 compared to the cash balance of $56,346 as of December 31, 2022. We have no cash equivalents.
At September 30, 2023, we had a negative working capital of $424,790 as compared with a working capital deficiency of $511,175 at December 31, 2022.
In November 2022, we entered into an investment agreement with George Baumeohl, our director, pursuant to which Mr. Baumeohl has agreed to support our operation by way of an equity investment of up to $3 million through August 2025, as needed. The agreement provides for sales of our common stock to Mr. Baumeohl at per share purchase prices ranging between $0.0003 and $0.0005. Between August 14m 2023 and the date of this report, we received an aggregate of $300,000 from Mr. Baumeohl in respect of which we will issue to him 1,000,000,000 shares of our common stock at a share price of $0.0003.
In addition, in February 2023, the Company issued to an investor and a designee an aggregate of 1,440,000,000 shares of common stock in satisfaction of a loan made by the investor to the Company in the principal amount of $120,000 plus interest of $24,000 of accrued interest for the 10-year loan period.
Management believes that funds on hand, as well as the subscription proceeds that we are to receive on a periodic basis under the committed subscription agreements with our director, will enable us to fund our operations and capital expenditure requirements through the next twelve months. We are substantially dependent on the periodic investment by our director and any disruption of this arrangement will likely materially adversely affect our business.
We may seek to raise any necessary additional capital through a combination of private or public equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights, future revenue streams, or product candidates or to grant licenses on terms that may not be favorable to us. If we raise additional capital through private or public equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.
| 28 |
Critical Accounting Policies
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheets and consolidated statements of operations. Actual results may differ significantly from those estimates.
While our significant accounting policies are described in more detail in the notes to our audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements.
Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Interim Chief Executive Officer, to allow timely decisions regarding required disclosure. Management, with the participation of our Interim Chief Executive Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2023. Based on that evaluation, our management, including our Chief Executive Officer, concluded that our disclosure controls and procedures were not effective as of September 30, 2023.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2022, our management concluded that our internal control over financial reporting was not effective at December 31, 2022. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The limitation of the Company’s internal control over financial reporting was due to the applied risk-based approach which is indicative of many small companies with limited number of staff in corporate functions. The identified weakness were:
| ● | Material Weakness – We did not maintain effective controls over certain aspects of the financial reporting process because we (i) lacked a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and (ii) we lacked controls over the disclosure of our business operations. |
| ● | lack of segregation of duties Significant Deficiencies – Inadequate segregation of duties. |
| 29 |
We expect to be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable future which we believe will mitigate the impact of the material weaknesses discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.
Changes in Internal Controls over Financial Reporting.
There have been no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On October 27, 2020 WHEN filed suit in State Court, Palm Beach County, Florida, against FSC Solutions, Inc. (“FSC”), Eli Gal Levy (“EL”) and Padem Consultants Sprl (collectively, the “Defendants”). The suit relates to the Stock Purchase Agreement entered into by WHEN with FSC and its shareholders, which included EL, pursuant to which WHEN acquired all of the issued and outstanding stock of FSC in exchange for the issuance of 70 billion shares of WHEN unregistered common stock. FSC was the putative owner of a software and trading platform which WHEN intended to use to enter into the on-line trading business. Subsequent to the completion of the acquisition, we determined that FSC did not have control over the trading platform and software we expected to acquire and operate. The suit seeks declaratory judgment to unwind the FSC transaction and cancel the shares of WHEN common stock issued in the FSC transaction that are still outstanding.
A hearing was set for January 6, 2021 whereupon mediation was ordered. Mediation meetings were held but no resolution was reached. The Florida lawsuit is currently pending.
On or about, January 19, 2022, EL filed a lawsuit in the Delaware Court of Chancery seeking to remove the restrictive legend from all the shares of Common Stock held by EL (the “2022 Lawsuit”), which are approximately 23,000,000,000 shares. The Company retained the services of Delaware counsel and has moved to dismiss or stay the 2022 Lawsuit in favor of the previously filed Florida lawsuit, which involves the same parties and same issues. The Company’s motion is currently pending in the Delaware Court of Chancery.
On June 24, 2022 the Company filed an amended complaint in Palm Beach County, Florida (CASE NO. 50-2020- CA-011735), alleging violation of Fla. Stat. 517.301, seeking declaratory relief with regard to the status of the shares held and transferred by EL, and seeking a temporary injunction with regard to the transfer of any subject shares. EL answered the complaint and a hearing has been set for September 12, 2023.
At the hearing on September 12, 2023, the Company’s counterclaims were dismissed but the defenses as to the status of the shares at the time of sale by EL were upheld. EL has contacted the Company to negotiate a settlement.
The Company intends to continue to vigorously pursue this action and avail itself of all options lawfully available to it.
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings or claims against us.
| 30 |
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, which could materially affect our business, financial condition, or future results.
There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, except as noted below.
Our principal executive offices and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them.
Our executive offices and corporate headquarters are located in Israel. In addition, most of our officers are residents of Israel. Accordingly, political, economic and military and security conditions in Israel and the surrounding region may directly affect our business. Any conflicts, political instability, terrorism, cyberattacks or any other hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners could adversely affect our operations. Ongoing and revived hostilities in the Middle East or other Israeli political or economic factors, could harm our operations.
In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks.
The intensity and duration of Israel’s current war against Hamas is difficult to predict, as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. These events may be intertwined with wider macroeconomic indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability to effectively conduct some of its operations.
In connection with the Israeli security cabinet’s declaration of war against Hamas and possible hostilities with other organizations, several hundred thousand Israeli military reservists were drafted to perform immediate military service. Certain of our consultants in Israel have been called, and additional employees (or their spouses or partners) may be called, for service in the current or future wars or other armed conflicts with Hamas, and such persons may be absent for an extended period of time. As a result, our operations in Israel may be disrupted by such absences, which disruption may materially and adversely affect our business, prospects, financial condition and results of operations.
Following the attack by Hamas on Israel’s southern border, Hezbollah in Lebanon has also launched missile, rocket and shooting attacks against Israeli military sites, troops, and Israeli towns in northern Israel. In response to these attacks, the Israeli army has carried out a number of targeted strikes on sites belonging to Hezbollah in southern Lebanon. It is possible that other terrorist organizations, including Palestinian military organizations in the West Bank, as well as other hostile countries, such as Iran, will join the hostilities. Such hostilities may include terror and missile attacks. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our operations and results of operations. Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts or political instability in the region would likely negatively affect business conditions and could harm our results of operations.
Further, in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or the expansion of our business. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business.
| 31 |
Prior to the Hamas attack in October 2023, the Israeli government pursued extensive changes to Israel’s judicial system. In response to the foregoing developments, individuals, organizations and institutions, both within and outside of Israel, have voiced concerns that the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest or transact business in Israel as well as to increased currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in securities markets, and other changes in macroeconomic conditions. The risk of such negative developments has increased in light of the recent Hamas attacks and the war against Hamas declared by Israel, regardless of the proposed changes to the judicial system and the related debate. To the extent that any of these negative developments do occur, they may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors.
The Company is dependent on the funding arrangement with its director and any disruption of such funding arrangement is likely to have a material adverse effect our liquidity and operations.
Management has prepared an assessment as to the Company’s ability to continue as a going concern in accordance with ASC 205-40, Going Concern (“ASC 205-40”) and has concluded the adverse conditions associated with the Company’s operating results and financial condition do not individually or in the aggregate raise substantial doubt about the Company’s ability to continue as a going concern as of the issuance date of the Company’s consolidated financial statements as of and for the period of nine months ended September 30, 2023 (the “issuance date”). Management reached this conclusion based on their belief, in consideration of the criteria prescribed by ASC 205-40, that it is probable the Company will be able to meet its obligations as they become due for the next twelve months beyond the issuance date based on the investment agreement with Mr. George Baumeohl, a Company director, entered into on November 1, 2022, where the director has committed to invest up to $3,000,000 through August 2025, as needed by the Company through the purchase of shares of the Company’s common stock. Notwithstanding management’s conclusion, in the event for whatever reason the funds under such investment agreement are not remitted to the Company as needed, then the Company’s operations and liquidity are likely to be materially adversely affected.
Note 1 to the consolidated financial statements discloses all the matters of which management is aware of that is relevant to the Company’s ability to continue as a going concern, including the adverse conditions or events that identified by management, their evaluation of the significance of these conditions and events in relation to the Company’s ability to meet its obligations. Our report is not modified with respect to this matter.
ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
1. On August 14, 2023, the Company received subscription proceeds of $150,000 under the investment agreement with Mr. Baumeohll in respect of which in respect of which the Company issueMr. Baumeohl 500,000,000 shares of Common Stock.
2. On October 3, 2023, the Company received subscription proceeds of $150,000 under the investment agreement with Mr. Baumeohll in respect of which in respect of which the Company issueMr. Baumeohl 500,000,000 shares of Common Stock.
We relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) by virtue of Section 4(a)(2) thereof and/or Regulation S promulgated by the SEC under the Act with respect to the issuance of such securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION:
None
ITEM 6. EXHIBITS
Exhibit Index:
| 10.1 | Term Sheet between World Health Energy Holdings, Inc. and Cuentas Inc. dated October 16, 2023(incorporated by reference to the Current Report on Form 8-K filed on October 20, 2023). | |
| 31.1* | Certification of Interim Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 | |
| 32.1* | Certification of Interim Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith
| 32 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| WORLD HEALTH ENERGY HOLDINGS, INC. | ||
| (Registrant) | ||
| By: | /s/ Giora Rozensweig | |
| Giora Rozensweig | ||
| Interim Chief Executive Officer | ||
| (Principal Executive Officer and Principal Financial and Accounting Officer) | ||
| Date: | November 20, 2023 | |
| 33 |