World Health Energy Holdings, Inc 10-K for FY2023
World Health Energy Holdings, Inc. (WHEN)
About this 10-K
World Health Energy Holdings, Inc filed this 10-K on April 15, 2024, covering the fiscal year ended December 31, 2023 (FY2023).
Headline figures
Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $207.71K
- up 128.0% from $91.12K a year earlier
- Net loss
- $6.98M
- compared with a net loss of $9.94M a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
MARK ONE:
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the Fiscal Year ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
file number:
(Exact name of registrant as specified in its charter)
(State or other Jurisdiction of Incorporation or Organization) |
(I.R.S.
Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered under Section 12 (b) of the Exchange Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| N/A | N/A | N/A |
Securities registered under Section 12 (g) of the Exchange Act: Common Stock, par value $0.0007
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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). Yes ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As
of April 14, 2024, there were
shares of the registrant’s common stock, par value $0.00001 per share, were outstanding. The aggregate market value of the
common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed
second fiscal quarter (June 30, 2023) was approximately $
2023 ANNUAL REPORT (SEC FORM 10-K)
INDEX
Securities
and Exchange Commission
Item Number and Description
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CAUTIONARY NOTE REGARING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains information that includes or is based upon forward-looking statements. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. These statements often can be identified by the fact that they do not relate strictly to historical or current facts. They typically use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “should,” “will” and similar expressions with similar meaning in connection with any discussion of the Company’s future operating or financial performance.
Forward-looking statements are not guarantees of future performance. Any or all forward-looking statements may turn out to be incorrect, and actual results could differ materially from those expressed or implied in forward-looking statements. Forward-looking statements are based on current expectations and the current economic environment. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors that are difficult to predict.
We caution that these factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
We assume no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect subsequent events or circumstances or actual outcomes.
The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this Annual Report on Form 10-K as well as our other SEC filings.
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PART I
Item 1. BUSINESS
Overview
World Health Energy Holdings (“WHEN” or the “Company” or “us” ) is primarily engaged in the global telecom and 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.
Acquisition of CrossMobile
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 3.33%, 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 $172.32 billion in 2023 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 billion in 2023 to $424.97 billion in 2030, at a CAGR of 4.51%2 during the forecast years. 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.
Through March 31, 2024, CrossMobile signed up approximately 2,000 paying subscribers, including B2B and B2C subscribers. CrossMobile intends during the next 12 months to build a strong telecom brand empowered by ‘state of the art’ technology, competitive pricing and a product mix including proprietary AI and WHEN’s cybersecurity solutions.
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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.
During the fourth quarter of 2023, the company amortized its investment in InstaView and recorded an impairment charge of $151,015.
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
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.
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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.
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; |
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| ● | 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 fourth quarter of 2024 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.
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Product and Sales strategy
CrossMobile will rollout the safest online communication highway in the world with stops where you buy
| ● | off-the-shelf, | |
| ● | modular | |
| ● | self-configurable |
value-added services such as
| a. | Private Care (WHEN solutions) |
| a. | Kid protection | |
| b. | Boost learning capability of you kids by making them feel safe online | |
| c. | Senior citizen protection against e-criminals | |
| d. | Mental Health monitoring | |
| e. | Sleep monitoring and apnea treatment | |
| f. | Secure online sessions with psychologist | |
| g. | Health insurance |
| b. | Internet of Things for Intelligent homes (Instaview solutions) |
| a. | Camera | |
| b. | Access control, | |
| c. | Electricity control | |
| d. | Smoke detection | |
| e. | Pet band with sim card | |
| f. | Home insurance |
| c. | Secure Business everywhere (WHEN solutions / in cooperation with local partner) |
| a. | Encrypted calls | |
| b. | Monitoring Calls by Virtual Number for marketing and selling products | |
| c. | Cloud IP PBX | |
| d. | IVR services | |
| e. | Virtual Conference rooms and calls | |
| f. | SMS for Business (API), Bot SMS, verification SMS | |
| g. | Protect your business ideas in the world of e-commerce | |
| h. | Outsmart the digital intruder | |
| i. | Business insurance |
| d. | Travel Services (in cooperation with local partner) |
| a. | Roaming | |
| b. | Travel insurance |
| e. | Financial service (in cooperation with local partner) |
| a. | Currency exchange |
| f. | OTOGRAPH Cybersecurity (WHEN solutions) |
| a. | Employee monitoring | |
| b. | Employee surveys with soft data analysis | |
| c. | Customer interaction profiling | |
| d. | Emotional intelligence navigator | |
| e. | Fence against digital intruder | |
| f. | Business insurance |
| g. | Asset Management (Instaview solutions) |
| a. | GPS tracker on assets in transport and remote locations |
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That will meet demanding and ever-changing needs of customers, from large enterprises to individual consumer providing opportunities for rapid top-line growth.
The key word in all sales activities is “cross-selling”
Sales and Marketing
We currently license the vast majority of our products and services thru a global network of resellers and distributors that we refer to as our channel partners. Only CrossMobile has a dedicated direct sales strategy. Our channel partners identify potential sales targets, maintain relationships with customers and introduce new products to existing customers. Sales to our channel partners are generally subject to our standard, non-exclusive channel partner agreement.
Research and Development
Our research and development efforts are focused primarily on improving and enhancing our existing products, as well as developing new products, features and functionality. Use of our products has expanded from data governance into areas such as data security, privacy, accessibility and retention, and we anticipate that customers and innovation will drive functionality into additional areas. We regularly release new versions of our products which incorporate new features and enhancements to existing ones. We conduct substantially all of our research and development activities in Israel, and we believe this provides us with access to world-class engineering talent. In addition, we continue to seek opportunities to extend our technological capabilities and grow our business from strategic technological tuck-in acquisitions.
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Intellectual Property
We attempt to protect our technology and the related intellectual property under trade secret laws, confidentiality procedures and contractual provisions. No single intellectual property right is solely responsible for protecting our products. The nature and extent of legal protection of our intellectual property rights depends on, among other things, its type and the jurisdiction in which it arises. We currently have no issued patents.
We rely on our unpatented proprietary technology and trade secrets. We generally enter into confidentiality agreements with our employees, consultants, service providers, vendors and customers and generally limit internal and external access to, and distribution of, our proprietary information and proprietary technology through certain procedural safeguards. We also rely on invention assignment agreements with our employees, consultants and others, to assign to the Company all inventions developed by such individuals in the course of their engagement with the Company.
In addition to Company-owned intellectual property, we license software from third parties for integration into our solutions, including open-source software and other software available on commercially reasonable terms. It may be necessary in the future to seek or renew licenses relating to various aspects of our products, processes and services. While we have generally been able to obtain such licenses on commercially reasonable terms in the past, we cannot provide assurance that such third parties will maintain such software or continue to make it available.
Financial Support
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 go Mr. Baumeohl at per share purchase prices ranging between $0.0003 and $0.0005. As of the date of this report, we have received an aggregate of $1,700,000 from Mr. Baumeohl
Competition
Our main competition in the global parental control software market are McAfee LLC (US), Avanquest (France), Bitdefender (Romania), SaferKid (US), Symantec Corporation (US), Webroot Inc. (US), Content Watch Holdings, Inc. (US), Verizon Communications Inc. (US), Mobicip LLC (US), and Trend Micro Inc. (Japan). These are companies that may have been in the market longer than our company, and/or have a more recognizable name, but our proprietary algorithms are designed to trace behavioral pattern changes in the user as opposed to the machine, thus providing a better understanding of the user.
With regards to the B2B product and software available to protect businesses, we believe that our B2B solution is truly unique. Our main known competitor is Checkpoint Systems, yet, our cyber software provides unique protection by analyzing inner company behavioral patterns as well as external, thus aiding our clients to foresee security breaches whether from an internal or external threat.
The mobile GSM market in Europe is in general very competitive. Based on own market research, we believe that by combining our thee business units, we possess competitive advantages.
Regulatory Environment
Foreign and domestic laws and regulations apply to many aspects of the Company’s business.
The Company collects and uses a wide variety of information for various purposes in its business, including to help ensure the integrity of its services and to provide features and functionality to customers. This aspect of the Company’s business is subject to a broad array of evolving privacy and data protection laws, including the European Union’s General Data Protection Regulation national and state laws within the United States, including the California Privacy Rights Act. These laws impose strict operational requirements and can provide for significant penalties for non-compliance. Elements of these evolving laws and regulations, as well as their interpretation and enforcement, remain unclear and the Company may be required to modify its practices to comply with them in the future.
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Employees
As of April 14, 2024, we had eight (14) employees, of which eight (8) are primarily engaged in research and development, two (2) engaged in selling and marketing and four (4) in administrative positions.
Other Corporate Holdings
We currently also have the following subsidiaries, which are currently inactive.
FSC Solutions, Inc. On June 26, 2015, we entered into a Stock Purchase Agreement (the “Agreement”) with FSC and its shareholders which included Uri Tadelis, our former Chief Executive Officer and Director and our former Directors Chaim J. Lieberman and Gal Levy. The Agreement was effective as of July 1, 2015 which served as the closing date for the acquisition. Pursuant to the terms of the Agreement, we acquired all of the capital stock of FSC in exchange for the issuance of 70 billion shares of our unregistered common stock with the possibility of the issuance of an additional 130 Billion common shares upon FSC meeting certain milestones as outlined in the Agreement. Upon completion of the acquisition of FSC, we intended to employ FSC’s software and trading platform to enter the on-line trading industry. 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. Please refer to Item 3 of this report.
World Health Energy, Inc. World Health Energy, Inc. owns an algae-tech business whose primary focus was the production of algae using their proprietary GB3000 growth system. The system quickly and efficiently grows algae for the production of biofuels and food protein. We also sought to produce and market high-quality, low-cost B100 biodiesel. Though, we believe that the Company has been successful in demonstrating the effectiveness of the GB3000 system on a small-scale the Company has not yet been able to raise the necessary capital to implement their technologies on a commercial scale.
Available Information
The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov. The Company’s websites are located. Information contained on, or accessible through, these websites, or any website stated in this report, is not a part of, and is not incorporated by reference into, this report.
Risk Factors.
You should consider each of the following risk factors and any other information set forth in this Form. 10-K as the other Company’s reports filed with the SEC, including the Company’s consolidated financial statements and related notes, in evaluating the Company’s business and prospects. The risks and uncertainties described below are not the only ones that impact the Company’s operations and business. Additional risks and uncertainties not presently known to the Company, or that the Company currently considers immaterial, may also impair its business or operations. If any of the following risks actually occur, the Company’s business and financial condition, results or prospects could be harmed.
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Risk Related to our Financial Position
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 year ended December 31, 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, as needed by the Company through the purchase of shares of the Company’s common stock. In addition, certain shareholders have agreed to provide additional financial support to the Company in the event that the remaining funds provided under the November 1, 2022 investment agreement are not sufficient to support operations. 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.
We have generated to date an insignificant amount of revenue from commercial sales to date and our future profitability is uncertain.
We are incorporated in Delaware and have a limited operating history, and our business is subject to all of the risks inherent in the establishment of a new business enterprise. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with development and expansion of a new business enterprise. Since inception, we have incurred losses and expect to continue to operate at a net loss for at least the next year. Our net losses for the years ended December 31, 2023 and December 31, 2022, were $7,050,400 and $9,946,375, respectively, and our accumulated deficit as of December 31, 2023 and December 31, 2022 was $23,015,196 and $16,035,848, respectively. There can be no assurance that the products will be successfully commercialized, and the extent of our future losses and the timing of our profitability are highly uncertain. If we are unable to achieve profitability, we may be unable to continue our operations.
If we fail to obtain the capital necessary to fund our operations, we will be unable to continue or complete our product development and you will likely lose your entire investment.
We will need to continue to seek capital from time to time to continue development of our products and we cannot provide any assurances that any revenues they may generate in the future will be sufficient to fund our ongoing operations. We believe that we will need to raise substantial additional capital to fund our continuing operations and the development and commercialization of our products. We anticipate that we will need an additional $1,300,000 to build the infrastructure for our sustained growth.
Our business or operations may change in a manner that would consume available funds more rapidly than anticipated and substantial additional funding may be required to maintain operations, fund expansion, develop new or enhanced products, acquire complementary products, business or technologies or otherwise respond to competitive pressures and opportunities, such as a change in the regulatory environment. In addition, we may need to accelerate the growth of our sales capabilities and distribution beyond what is currently envisioned, and this would require additional capital. However, we may not be able to secure funding when we need it or on favorable terms. We may not be able to raise sufficient funds to commercialize the products we intend to develop.
If we cannot raise adequate funds to satisfy our capital requirements, we will have to delay, scale back or eliminate our research and development activities or future operations. We may also be required to obtain funds through arrangements with collaborators, which arrangements may require us to relinquish rights to certain technologies or products that we otherwise would not consider relinquishing, including rights to certain major geographic markets. This could result in sharing revenues which we might otherwise retain for ourselves. Any of these actions may harm our business, financial condition and results of operations.
The amount of capital we may need depends on many factors, including the progress, timing and scope of our product development programs; our ability to enter into and maintain collaborative, licensing and other commercial relationships; and our partners’ commitment of time and resources to the development and commercialization of our products.
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Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our products on unfavorable terms to us.
We may seek additional capital through a variety of means, including through private and public equity offerings and debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of our stockholders will be diluted, and the terms of such financings may include liquidation or other preferences, anti-dilution rights, conversion and exercise price adjustments and other provisions that adversely affect the rights of our stockholders, including rights, preferences and privileges that are senior to those of our holders of common stock in the event of a liquidation. In addition, debt financing, if available, could include covenants limiting or restricting our ability to take certain actions, such as incurring additional debt, making capital expenditures, or declaring dividends and may require us to grant security interests in our assets. If we raise additional funds through collaborations, strategic alliances, or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, or products or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financing when needed, we may need to curtail or cease our operations.
Risks Relating to Our Business and Industry
We will need to raise significant capital in order to realize our business plan and the failure to obtain the needed funding could lead to our operational failure.
We will need to raise additional working capital in order to design and develop our second-generation online security and data protection technologies, expand our market strategy and potentially acquire complementary technologies. Without adequate funding, we also may not be able to accelerate the development and deployment of our products, respond to competitive pressures and develop new or enhanced products. At the present time, we have no commitments for any financing, and there can be no assurance that capital will be available to us on commercially acceptable terms or at all. We may have difficulty obtaining additional funds as and when needed and we may have to accept terms that would adversely affect our stockholders. Any failure to achieve adequate funding will delay our development programs and product launches and could lead to abandonment of one or more of our development initiatives, as well as prevent us from responding to competitive pressures or take advantage of unanticipated acquisition opportunities.
Any additional equity financing may be dilutive to stockholders, and debt and certain types of equity financing, if available, may involve restrictive covenants or other provisions that would limit how we conduct our business or finance our operations.
Even if we raise funds to address our immediate working capital requirements, we also may be required to seek additional financing in the future to respond to increased expenses or shortfalls in anticipated revenues, accelerate product development and deployment, respond to competitive pressures, develop new or enhanced products, or take advantage of unanticipated acquisition opportunities.
We have a history of losses and expect to incur losses and negative operating cash flows in the future.
We expect our operating losses to continue as we continue to expend resources to further develop and enhance our technology offering, to complete prototypes for proof-of-concept, obtain regulatory clearances or approvals as required, expand our business development activities and finance capabilities and conduct further research and development. We also expect to experience negative cash flow in the short-term until licensing revenues increase from our planned acquisitions.
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The nature of the technology platforms utilized by us are complex and highly integrated, and if we fail to successfully manage releases or integrate new updates, it could harm our revenues, operating income, and reputation.
The technology platforms developed by us accommodate integrated applications that include our own developed technology and third-party technology, thereby substantially increasing their functionality. By enabling such system interoperability, our communications platform both reduces implementation and ongoing costs, and improves overall management efficiencies.
Due to this complexity and the condensed development cycles under which we operate, we may experience errors in our software, corruption or loss of our data, or unexpected performance issues from time to time. For example, our solutions may face interoperability difficulties with software operating systems or programs being used by our customers, or new releases, upgrades, fixes or the integration of acquired technologies may have unanticipated consequences on the operation and performance of our other solutions. If we encounter integration challenges or discover errors in our solutions late in our development cycle, it may cause us to delay our launch dates. Any major integration or interoperability issues or launch delays could have a material adverse effect on our revenues, operating income and reputation.
Security breaches, cyberattacks or other cyber-risks of our IT and production systems could expose us to significant liability and cause our business and reputation to suffer and harm our competitive position.
Our corporate infrastructure stores and processes our sensitive, proprietary and other confidential information (including as related to financial, technology, employees, marketing, sales, etc.) which is used on a daily basis in our operations. In addition to that, our software involves transmission and processing of our customers’ confidential, proprietary and sensitive information. We have legal and contractual obligations to protect the confidentiality and appropriate use of customer data.
High-profile cyberattacks and security breaches have increased in recent years, with the potential for such acts heightened as a result of the number of employees working remotely. Security industry experts and government officials have warned about the risks of hackers and cyberattacks targeting IT products and enterprise infrastructure. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and often are not recognized until launched against a specific target, we may be unable to anticipate these techniques or to implement adequate preventative measures. As we continue to increase our client base and expand our brand, we may become more of a target for third parties seeking to compromise our security systems and we anticipate that hacking attempts and cyberattacks will increase in the future. We cannot give assurance that we will always be successful in preventing or repelling unauthorized access to our systems. We also may face delays in our ability to identify or otherwise respond to any cybersecurity incident or any other breach. Additionally, we use third-party service providers to provide some services to us that involve the storage or transmission of data, such as SaaS, cloud computing, and internet infrastructure and bandwidth, and they face various cybersecurity threats and also may suffer cybersecurity incidents or other security breaches. Despite our security measures, our IT and infrastructure may be vulnerable to attacks. Threats to IT security can take a variety of forms. Individual and groups of hackers and sophisticated organizations, including state-sponsored organizations or nation-states, continuously undertake attacks that pose threats to our customers and our IT. These actors may use a wide variety of methods, which may include developing and deploying malicious software or exploiting vulnerabilities in hardware, software, or other infrastructure in order to attack our products and services or gain access to our networks, using social engineering techniques to induce our employees, users, partners, or customers to disclose passwords or other sensitive information or take other actions to gain access to our data or our users’ or customers’ data, or acting in a coordinated manner to launch distributed denial of service or other coordinated attacks. Inadequate account security practices may also result in unauthorized access to confidential and/or sensitive data.
Security risks, including, but not limited to, unauthorized use or disclosure of customer data, theft of proprietary information, theft of intellectual property, theft of internal employee’s PII/PHI information, theft of financial data and financial reports, loss or corruption of customer data and computer hacking attacks or other cyberattacks, could require us to expend significant capital and other resources to alleviate the problem and to improve technologies, may impair our ability to provide services to our customers and protect the privacy of their data, may result in product development delays, may compromise confidential or technical business information, may harm our competitive position, may result in theft or misuse of our intellectual property or other assets and could expose us to substantial litigation expenses and damages, indemnity and other contractual obligations, government fines and penalties, If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures and our products could be harmed, we could lose potential sales and existing customers, our ability to operate our business could be impaired, and we may incur significant liabilities, and we could suffer harm to our reputation and competitive position, and our operating results could be negatively impact our business.
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The market opportunity for our products and services may not develop in the ways that we anticipate.
The demand for our products and services can change quickly and in ways that we may not anticipate because the market in which we operate is characterized by rapid, and sometimes disruptive, technological developments, evolving industry standards, frequent new product introductions and enhancements, changes in customer requirements and a limited ability to accurately forecast future customer orders. Our operating results may be adversely affected if the market opportunity for our products and services does not develop in the ways that we anticipate or if other technologies become more accepted or standard in our industry or disrupt our technology platforms.
If we are unable to maintain successful relationships with our channel partners, our business could be adversely affected.
We rely on channel partners, such as distribution partners and resellers, to sell licenses and support and maintenance agreements for our software and to perform some of our professional services. Our ability to achieve revenue growth in the future will depend in part on our success in maintaining successful relationships with our channel partners.
Our agreements with our channel partners are generally non-exclusive, meaning our channel partners may offer customers the products of several different companies. If our channel partners do not effectively market and sell our software, choose to use greater efforts to market and sell their own products or those of others, or fail to meet the needs of our customers, including through the provision of professional services for our software, our ability to grow our business, sell our software and maintain our reputation may be adversely affected. Our contracts with our channel partners generally allow them to terminate their agreements for any reason upon 30 days’ notice. A termination of the agreement has no effect on orders already placed. The loss of a substantial number of our channel partners, our possible inability to replace them, or the failure to recruit additional channel partners could materially and adversely affect our results of operations. If we are unable to maintain our relationships with these channel partners, our business, results of operations, financial condition or cash flows could be adversely affected. Finally, even if we are successful, our relationships with channel partners may not result in greater customer usage of our products and professional services or increased revenue.
The online security and device management industry is highly competitive, and we have a number of competitors that are larger and have greater resources.
We operate in an intensely competitive market which experiences rapid technological developments, changes in customer requirements and changes in industry standards. These in addition to the frequent new product introductions and improvements offered by our competitors. Our competitive position could weaken, and we could experience a drop-in revenue in we are not able to anticipate or react to competitive challenges or if new or existing competitors gain market share in any of our markets. In order to successfully compete, we must maintain a successful research and development effort to develop new product and enhance our existing products. Should we not be successful in responding to our competitors or to changing technological and customer demands, the outcome could be a negative effect on our competitive position and our financial results.
Another challenge is the growing competition from network equipment and computer hardware manufacturers as well as large operating system providers. These firms continuously develop and incorporate into their products data protection and storage and server management software that competes at some levels with our product offerings. Our competitive position could be adversely affected to the extent that our customers perceive the functionality incorporated into these products as replacing the need for our products.
Many of our competitors have deeper pockets, greater technical, sales, marketing, or other resources than we do and consequently may have the ability to influence customers to purchase their products instead of ours.
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There is uncertainty as to market acceptance of our technology and services.
The demand for our products and services can change quickly and in ways that we may not anticipate because the market in which we operated is characterized by rapid, and sometimes disruptive, technological development.
We may not be able to complete or integrate successfully any potential future acquisitions, partnerships or joint ventures.
Acquisitions can involve a number of special risks and challenges, including but not limited to:
| ● | Complexity, time and costs associated with the integration of acquired business operations, workforce, products and technologies into our existing business, sales force, employee base, product lines, and technology. | |
| ● | Management distraction from our existing business and other business opportunities. | |
| ● | Employee termination could occur and thus inducing costs associated with the termination of those employees. | |
| ● | Assumption of debt or other liabilities of the acquired business, including litigation related to the acquired business. | |
| ● | Increased expenses and working capital requirements. | |
| ● | Dilution of existing stockholders’ shares. | |
| ● | Increased costs and efforts in connection with compliance with Section 404 of the Sarbanes-Oxley Act. |
Integrating an acquired business can be complex, time consuming, as well as an expensive process, which can impact the effectiveness of our internal control over financial reporting.
If such integration is unsuccessful, we may not realize the potential benefits of an acquisition or suffer from adverse effects that we currently cannot foresee.
Any of the foregoing, along with other factors, could harm our ability to achieve anticipated levels of profitability from such acquired businesses or to realize other anticipated benefits of such acquisitions. Due to the fact that acquiring high technology companies is inherently risky, there can be no assurance that future acquisitions will be successful and shall not adversely affect our business, financial condition or operating results.
If we cannot keep pace with rapid developments and changes in our industry and provide new services to our clients, the use of our services could decline, reducing our revenues.
Our future success depends on our ability to respond to the rapidly changing needs of our customers by developing product upgrades and introducing new products on a timely basis. Though we have and continue to incur, significant research and development expenses, the development and introduction of a new product involves significant resources and time commitment and is therefore subject to risks including:
| ● | Managing the length of the development cycle for new product enhancements, which could be longer than originally anticipated. | |
| ● | Adapting our products to the endlessly evolving industry standards and to our competitors’ technological developments. | |
| ● | Entering into new markets in which we have limited experience. | |
| ● | Incorporating acquired products and technologies. | |
| ● | Integrating our various security and storage technologies, management solutions, and support into unified enterprise security and storage solutions. | |
| ● | Developing or expanding efficient sales channels. |
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In addition, if we cannot adapt our business models to keep pace with industry trends, our revenue could be negatively impacted.
If we are not successful in managing these risks and challenges, or if our new products, product upgrades, and services are not technologically competitive or do not achieve market acceptance, our business and operating results could be adversely affected.
Our cybersecurity system might be used for fraudulent, illegal or improper purposes, which could expose us to additional liability and harm our business.
Reputation in the cybersecurity field is an important corporate asset. An operating incident, significant cybersecurity disruption, or other adverse event may have a negative impact on our reputation. This, in turn, could make it more difficult for us to compete successfully for new opportunities, obtain necessary regulatory approvals, or could reduce consumer demand for our branded products.
Furthermore, such disruptions or fraudulent use could expose us to liabilities such as lawsuits and settlements. Such liabilities could be time consuming, costly and harmful to our business and funds.
We may be subject to the risks of doing business internationally.
We have significant operations outside of the U.S., including engineering, sales, customer support and production, these will be subject to risks in addition to those faced by our domestic operations such as:
| ● | Potential loss of proprietary information due to misappropriation or laws that may be less protective of our intellectual property rights that U.S. laws or may not be adequately enforced. | |
| ● | Governmental control and other foreign law requirements, including labor restrictions and related laws that can impact our business operations. | |
| ● | Restrictions on our ability to repatriate cash from our international subsidiaries or to exchange cash availability for use in the U.S. | |
| ● | Fluctuations in currency exchange rates and economic instability such as higher interest rates in the U.S. and inflation could reduce our customers’ ability to obtain financing for software products or could make our products more expensive or could increase our costs of doing business in certain countries. | |
| ● | Longer payment cycles due to sales in foreign countries. |
| ● | Difficulties related to administering a stock plan in some foreign countries. | |
| ● | Delays and costs related to developing software and providing support in various languages. | |
| ● | Political unrest, war, or terrorism, particularly in areas in which we have facilities. |
Costs of compliance with laws and regulations
We are subject to regulatory environment changes regarding privacy and data protection and could have a material impact on our results of operations.
The growth and expansion of the company into a variety of new fields may potentially involve new regulatory issues/requirements such as the EU General Data Protection Regulation (GDPR) or the New York Department of Financial Services (NYDFS) Cybersecurity Regulation. The potential cost of compliance with or imposed by new/existing regulations and policies that are applicable to us may affect the use of our products and services and could have a material adverse impact on our results of operations.
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We may not be able to successfully protect the intellectual property we license and may be subject to infringement claims.
We rely on a combination of contractual rights, copyright, trademark and trade secret laws to establish and protect our proprietary technology. We customarily require our employees and independent contractors to execute confidentiality agreements or otherwise to agree to keep our proprietary information confidential when their relationship with us begins. Typically, our employment contracts also include clauses requiring our employees to assign to us all of the inventions and intellectual property rights they develop in the course of their employment and to agree not to disclose our confidential information. Nevertheless, others, including our competitors, may independently develop similar technology to that licensed by us, duplicate our services or design around our intellectual property. Further, contractual arrangements may not prevent unauthorized disclosure of our confidential information or ensure an adequate remedy in the event of any unauthorized disclosure of our confidential information. Because of the limited protection and enforcement of intellectual property rights in many foreign markets, our intellectual property rights may not be as protected as they may be in more developed markets such as the United States. We may have to litigate to enforce or determine the scope or enforceability of our intellectual property rights (including trade secrets and know-how), which could be expensive, could cause a diversion of resources and may not prove successful. The loss of intellectual property protection could harm our business and ability to compete and could result in costly redesign efforts, discontinuance of certain service offerings or other competitive harm. Additionally, we do not hold any patents for our business model or our business processes, and we do not currently intend to obtain any such patents in Mexico, the United States or elsewhere.
We may also be subject to costly litigation in the event our services or the technology that we license are claimed to infringe, misappropriate or otherwise violate any third party’s intellectual property or proprietary rights. Such claims could include patent infringement, copyright infringement, trademark infringement, trade secret misappropriation or breach of licenses. We may not be able to successfully defend against such claims, which may result in a limitation on our ability to use the intellectual property subject to these claims and also might require us to redesign affected services, enter into costly settlement or license agreements, pay costly damage awards, or face a temporary or permanent injunction prohibiting us from marketing or selling certain of our services. In such circumstances, if we cannot or do not license the infringed technology on reasonable terms or substitute similar technology from another source, our revenue and earnings could be adversely impacted. Additionally, in recent years, non-practicing entities have been acquiring patents, making claims of patent infringement and attempting to extract settlements from companies in our industry. Even if we believe that such claims are without merit and successfully defend these claims, defending against such claims is time consuming and expensive and could result in the diversion of the time and attention of our management and employees.
If we don’t have sufficient resellers it is possible we won’t have sufficient funds for aggressive advertising campaigns thus resulting in deficits.
We sell our products to customers around the world through resellers. Sales through indirect channels involve a number of risks, including:
| ● | Our resellers are not subject to minimum sales requirements or to any obligations to market our products to their customers | |
| ● | Our reseller agreements are generally nonexclusive and may be terminated at any time without cause. | |
| ● | It is possible that our resellers distribute competing products and may, occasionally, place a greater emphasis on the sale of these products due to pricing, promotions, and other terms offered by such competitors. |
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We are subject to Currency exchange rate fluctuations
Our exposure to exchange risk mainly involves sales negotiated with customers in U.S. dollars net of expenses and possible investment or loan repayments in this currency. The change in foreign currencies compared to the Israeli Shekel may have an impact on the profit and loss statements for the Company.
Fluctuations in demand for our products and services are driven by many factors, and a decrease in demand for our products could adversely affect our financial result.
We are subject to fluctuations in demand for our products and services due to a variety of factors, including general economic conditions, competition, technological changes, changes in buying patterns, financial difficulties and or budget cuts of our actual and potential customers or resellers, awareness of security threats to IT systems, and other factors. Though such factors can at times increase our sales, yet such fluctuations could have a negative impact on our product sales. If for any reason the demand for our products declines, our revenues and gross margin could be adversely affected.
Our products are complex and operate in a wide variety of computer configurations, which could result in errors or product failures.
Due to the complexity of our product, there is a chance that our products contain undetected errors, failures, or bugs, especially when products are first introduced or when new versions are released. Our products are installed and used in large-scale computing environments, therefore are subject to different operating systems, system management software and network configurations, all of which may cause errors or a failure in our products. Furthermore, these may expose undetected errors, failures, or bugs in our products.
Errors, failures, or bugs in our products could result in negative reviews and publicity, causing damage to our brand name, product returns. These in turn could result in loss of market acceptance, loss of competitive position, or claims by customers. Finally, if an actual or perceived breach of information integrity or availability occurs in one of our customer’s systems, regardless of whether the breach is attributable to our products, the market perception of the effectiveness of our products could be harmed.
Solving any of these problems could require significant expenses and other resources and could cause interruptions, delays, or cessation of our product licensing, which could cause us to lose existing or potential customers and thus affect our operating results.
If we are unable to attract and retain qualified employees, lose key personnel, fail to integrate replacement personnel successfully, or fail to manage our employee base effectively, we may be unable to develop new and enhanced products and services, effectively manage or expand our business, or increase our revenues.
Our future success depends upon our ability to recruit and retain our key management, technical, sales, marketing, finance, and other critical personnel. Our officers and other key personnel are employees-at-will, and we cannot assure you that we will be able to retain them as the competition for workers with the specific skills that we require is significant. In order to attract and retain personnel in a competitive marketplace, we believe that we must provide a competitive compensation package, including cash and equity-based compensation. The unpredictability in our stock price may from time to time unfavorably affect our ability to recruit or retain employees. In addition, we may be unable to obtain required stockholder approvals of future increases in the number of shares available for issuance under our equity compensation plans, and accounting rules require us to treat the issuance of employee stock options and other forms of equity-based compensation as compensation expense. As a result, we may decide to issue fewer equity-based incentives and may be impaired in our efforts to attract and retain necessary personnel. If we are unable to hire and retain qualified employees, or conversely, if we fail to manage employee performance or reduce staffing levels when required by market conditions, our business and operating results could be adversely affected.
Similarly to every work place, from time to time, key personnel in our company may leave, which may in turn have a negative impact and result in significant disruptions to our operations, including harming the timeliness product release, the successful implementation and completion of company initiatives, effectiveness of our disclosure controls and procedures and our internal control over financial reports, and the results of our operations. Furthermore, recruiting, training and successfully integrating replacement employees could be time consuming and may result in additional disruptions to our operations, which could in turn negatively impact future revenues.
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Third parties claiming that we infringe their proprietary rights could cause us to incur significant legal expenses and prevent us from selling our products.
There is a possibility of future claims that we allegedly infringed the intellectual property rights of others, including claims regarding patents, copyrights, and trademarks. In addition, former employers of our former, current, or future employees may assert claims that such employees have improperly disclosed to us the confidential or proprietary information of these former employers. Any such claim, with or without merit, could result in costly litigation and distract management from day-to-day operations. If we do not successfully defend our company of such claims, we could be forced to stop selling, or redesign our products, pay monetary amounts as damages, enter into royalty or licensing arrangements, or satisfy indemnification obligations that we have with some of our customers. We cannot assure you that any royalty or licensing arrangements that we may seek in such circumstances will be available to us on commercially reasonable terms or at all.
We must comply with governmental regulations setting privacy standards.
Governmental regulations setting environmental standards influence the design, components or operation of our products. New regulations and changes to current regulations are always possible and, in some jurisdictions, regulations may be introduced with little or no time to bring related products into compliance with these regulations. Our failure to comply with these regulations may prevent us from selling our products in certain countries. In addition, these regulations may increase our cost of supplying the product by forcing us to redesign existing products or to use more expensive designs or components. This may induce unexpected costs or operational complexities to bring products into compliance. Such could have an adverse effect on our revenues, gross profit margins and results of operations and increase the volatility of our financial results.
In addition, our business could be significantly adversely affected by other business disruptions to us or our third party collaborators that could seriously harm our potential future revenue and financial condition. Our operations, and those of our collaborators, contract manufacturing organizations (CMOs) and other contractors, consultants, and third parties could be subject to other global pandemics, earthquakes, power shortages, telecommunications failures, water shortages, floods, hurricanes, typhoons, fires, extreme weather conditions, medical epidemics and other natural or man-made disasters or business interruptions, for which we are predominantly self-insured. The occurrence of any of these business disruptions could seriously harm our operations and financial condition and increase our costs and expenses.
It may be difficult to enforce a U.S. judgment against us, our officers and directors and the foreign persons named in this registration statement in the United States or in foreign countries, or to assert U.S. securities laws claims in foreign countries or serve process on our officers and directors and these experts.
While we are incorporated in the State of Delaware, currently all of our directors and executive officers are not residents of the United States, and the foreign persons named in this Annual report on Form 10-K are located outside of the United States. The majority of our assets are located outside the United States. Therefore, it may be difficult for an investor, or any other person or entity, to enforce a U.S. court judgment based upon the civil liability provisions of the U.S. federal securities laws against us or any of these persons in a U.S. or foreign court, or to effect service of process upon these persons in the United States. Additionally, it may be difficult for an investor, or any other person or entity, to assert U.S. securities law claims in original actions instituted in foreign countries. Foreign courts may refuse to hear a claim based on a violation of U.S. securities laws on the grounds that foreign countries are not necessary the most appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that foreign law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by foreign countries law. There is little binding case law in foreign countries addressing the matters described above.
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We may be subject to numerous and varying privacy and security laws, and our failure to comply could result in penalties and reputational damage.
We are subject to laws and regulations covering data privacy and the protection of personal information, including health information. The legislative and regulatory landscape for privacy and data protection continues to evolve, and there has been an increasing focus on privacy and data protection issues which may affect our business. In the U.S., numerou s federal and state laws and regulations, including state security breach notification laws, state health information privacy laws, and federal and state consumer protection laws, govern the collection, use, disclosure, and protection of personal information. Each of these laws is subject to varying interpretations by courts and government agencies, creating complex compliance issues for us. If we fail to comply with applicable laws and regulations we could be subject to penalties or sanctions, including criminal penalties if we knowingly obtain or disclose individually identifiable health information from a covered entity in a manner that is not authorized or permitted by the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, or HIPAA.
Other countries have, or are developing, laws governing the collection, use and transmission of personal information as well. The EU and other jurisdictions have adopted data protection laws and regulations, which impose significant compliance obligations. In the EU, for example, effective May 25, 2018, the GDPR replaced the prior EU Data Protection Directive (95/46) that governed the processing of personal data in the European Union. The GDPR imposes significant obligations on controllers and processors of personal data, including, as compared to the prior directive, higher standards for obtaining consent from individuals to process their personal data, more robust notification requirements to individuals about the processing of their personal data, a strengthened individual data rights regime, mandatory data breach notifications, limitations on the retention of personal data and increased requirements pertaining to health data, and strict rules and restrictions on the transfer of personal data outside of the EU, including to the U.S. The GDPR also imposes additional obligations on, and required contractual provisions to be included in, contracts between companies subject to the GDPR and their third-party processors that relate to the processing of personal data. The GDPR allows EU member states to make additional laws and regulations further limiting the processing of genetic, biometric or health data.
Any failure to comply with the requirements of GDPR and applicable national data protection laws of EU member states, could lead to regulatory enforcement actions and significant administrative and/or financial penalties against us (fines of up to Euro 20,000,000 or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher), and could adversely affect our business, financial condition, cash flows and results of operations.
Risks Relating to Our Israel Operations
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.
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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.
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.
Our sales may be adversely affected by boycotts of Israel.
Several countries, principally in the Middle East, restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies whether as a result of hostilities in the region or otherwise. In addition, there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods based on Israeli government policies. Such actions, particularly if they become more widespread, may adversely impact our ability to sell our products.
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Risks Related to Our Securities
There is a limited active liquid trading market for the Company’s common stock.
The Company reports under the Exchange Act and its Common Stock is eligible for quotation on the OTC Markets. However, there is no regular active trading market in the Company’s Common Stock, and we cannot give an assurance that an active trading market will develop. If an active market for the Company’s Common Stock develops, there is a significant risk that the Company’s stock price may fluctuate dramatically in the future in response to any of the following factors, some of which are beyond our control:
| ● | Variations in our quarterly operating results; | |
| ● | Announcements that our revenue or income are below analysts’ expectations; | |
| ● | General economic slowdowns; | |
| ● | Sales of large blocks of the Company’s common stock; and | |
| ● | Announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments. |
Directors, executive officers, principal stockholders and affiliated entities own a significant percentage of our capital stock, and they may make decisions that our stockholders do not consider to be in their best interests.
As of the date of this current report on Form 10-K, our directors, executive officers, principal stockholders and affiliated entities beneficially own, in the aggregate, approximately 83.84% of our outstanding voting securities. Additionally, Ms. Gaya Rozensweig, one of our directors, holds Series A preferred Stock which allows her to vote with holders of the Common Stock on an as converted basis giving her effective control of any vote.
This concentration of ownership may have the effect of delaying or preventing a change in control of our company that may be favored by other stockholders. This could prevent transactions in which stockholders might otherwise recover a premium for their shares over current market prices. This concentration of ownership and influence in management and board decision-making could also harm the price of our capital stock by, among other things, discouraging a potential acquirer from seeking to acquire shares of our capital stock (whether by making a tender offer or otherwise) or otherwise attempting to obtain control of our company.
The market price of our common stock may be volatile and such volatility could cause you to lose some or all of your investment.
The market price of our common stock can fluctuate, and as a result you could lose the value of your investment. The market price of our common stock may be affected by a number of factors, including:
| ● | Announcements of quarterly operating results and revenue and earnings predictions we made and failed to meet or be consistent with such earlier projections or the expectations of our investors. | |
| ● | Rumors, announcements, or press articles regarding our competitors’ operations, management, organization, financial condition, or financial statements. | |
| ● | Changes in revenue and earnings estimates by us or our investors. | |
| ● | Announcements of planned acquisitions or dispositions by us or by our competitors. | |
| ● | Announcement of a new or planned product to be released either by us, our competitors or our customers. | |
| ● | Acquiring or losing a significant customer. | |
| ● | Inquiries by the SEC, NASDAQ, law enforcement or other regulatory bodies. | |
| ● | Acts of terrorism, the threat of war, and other crises or emergency situations. | |
| ● | Economic slowdowns or the perception of an oncoming economic slowdown in any of the major markets in which we operate. |
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Our Board of Directors may issue and fix the terms of shares of our Preferred Stock without stockholder approval, which could adversely affect the voting power of holders of our Common Stock or any change in control of our Company.
Our Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of “blank check” preferred stock, with a $0.0007 par value per share (the “Preferred Stock”), with such designation rights and preferences as may be determined from time to time by the Board of Directors. Our Board of Directors is empowered, without shareholder approval, to issue shares of Preferred Stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of our Common Stock. In the event of such issuances, the Preferred Stock could be used, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our Company.
Our board of directors has significant control over us and we have yet to establish committees comprised of independent directors.
We only have two directors. Because of such limited number of directors, each of our board members has significant control over all corporate issues. Our directors were also the former owners of RNA.
We have not yet established board committees comprised of independent members. Our directors perform these functions, despite there not being independent directors. Thus, there is potential conflict in that our directors are also engaged in management and participated in decisions concerning management compensation and audit issues. While we intend to rectify this situation by expanding the board of directors and forming independent audit and compensation committees, there is no assurance that we will be able to do so.
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detect fraud. Consequently, investors could lose confidence in our financial reporting and this may decrease the trading price of our stock.
We must maintain effective internal controls to provide reliable financial reports and to detect and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as would be possible with an effective control system in place. We have not performed an in-depth analysis to determine if historical undiscovered failures of internal controls exist, and may in the future discover areas of our internal control that need improvement.
We have been assessing our internal controls to identify areas that need improvement. We are in the process of implementing changes to internal controls but have not yet completed implementing these changes. Failure to implement these changes to our internal controls or any others that it identifies as necessary to maintain an effective system of internal controls could harm our operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the trading price of our common stock.
We do not expect to pay dividends and investors should not buy our Common Stock expecting to receive dividends.
We do not anticipate that we will declare or pay any dividends in the foreseeable future. Consequently, you will only realize an economic gain on your investment in our Common Stock if the price appreciates. You should not purchase our Common Stock expecting to receive cash dividends. Since we do not pay dividends, and if we are not successful in establishing an orderly trading market for our shares, then you may not have any manner to liquidate or receive any payment on your investment. Therefore, failure to pay dividends may result in you not seeing any return on your investment even if our business operations are successful. In addition, because we do not pay dividends, we may have trouble raising additional funds which could affect our ability to expand our business operations.
We are likely to raise additional funds, finance acquisitions or develop strategic relationships by issuing capital stock.
We have financed our operations, and we expect to continue to finance our operations, acquisitions and develop strategic relationships, by issuing equity or convertible debt securities, which could significantly reduce the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences and privileges senior to those of our existing Common Stock. Moreover, any issuances of equity securities made by us may be at or below the prevailing market price of our Common Stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our Common Stock to decline.
We may also raise additional funds through the incurrence of debt, and the holders of any debt we may issue would have rights superior to your rights in the event we are not successful and are forced to seek the protection of the bankruptcy laws.
Item 1B. Unresolved Staff Comments.
None.
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ITEM 1C. CYBERSECURITY
We recognize the importance of developing, implementing and maintaining cybersecurity measures to better safeguard our information systems and protect the confidentiality, integrity and availability of our data. Our management team will work to evaluate and address cybersecurity risks in alignment with our business objectives and operational needs. We have not been subject to cybersecurity challenges that have materially impaired our operations or financial standing. In the future, the Company will require the Board and employees to complete cybersecurity training related to the physical security of assets, data privacy and other information security policies and procedures.
Item 2. Properties.
Since May 8, 2018, the Company’s executive offices were, and continue to be at 1825 NW Corporate Blvd., Suite 110, Boca Raton, FL 3343. The Company pays $99 per month to lease this office space.
Our subsidiary RNA Ltd. currently has a corporate office located in, Herzliya, Israel. The office comprises approximately 247 square meters. The lease term for this office is from December 2020 through December 2024 and our monthly renal payment is approximately $4,700.
We believe that our facilities are generally in good condition and suitable to carry on our business. We also believe that, if required, suitable alternative or additional space will be available to us on commercially reasonable terms.
Item 3. 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.
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 is vigorously defending the 2022 Lawsuit, which is currently in the discovery. Trial is scheduled for May 5, 2025.
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.
The Florida Court dismissed the amended complaint based on the statute of limitations.
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.
Item 4. MINE SAFETY DISCLOSURES
Not applicable
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our Common Stock is quoted on the OTC Pink tier of the OTC Markets Group, Inc. under the symbol “WHEN” and has been quoted under such symbol since July 2016. Our Common Stock is traded sporadically and no established liquid trading market currently exists and there can be no assurance that a liquid market for our Common Stock will ever develop.
Market Information
As of April 14, 2024, there were 398 active holders of record of our common stock, and the last reported sale price of our common stock on the OTC Pink-tier of OTC Markets on April 12, 2024 was $0.0003.
Dividend Policy
To date, we have paid no dividends on our common stock and do not expect to pay cash dividends in the foreseeable future. We plan to retain all earnings to provide funds for the operations of our company. In the future, our Board of Directors will decide whether to declare and pay dividends based upon our earnings, financial condition, capital requirements, and other factors that our Board of Directors may consider relevant. We are not under any contractual restriction as to present or future ability to pay dividends.
Unregistered Sales of Equity Securities
On November 1, 2022, we entered into an investment agreement with George Baumeohl, Company’s director, pursuant to which Mr. Baumeohl has agreed to support Company’s operation by way of an equity investment of up to $3 million, as needed.
| a. | On September 9, 2023 the Company received subscription proceeds of $150,000 under the investment agreement with Mr. Baumeohl in respect of which he is entitled to 500,000,000 shares of Common Stock which have not been issued as of the date of this report | |
| b. | On October 12, 2023 the Company received subscription proceeds of $175,000 under the investment agreement with Mr. Baumeohl in respect of which he is entitled to 562,500,000 shares of Common Stock which have not been issued as of the date of this report. | |
| c. | On December 21, 2023 the Company received subscription proceeds of $150,000 under the investment agreement with Mr. Baumeohl in respect of which he is entitled to 375,000,000 shares of Common Stock which have not been issued as of the date of this report. |
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.
Issuer Purchases of Equity Securities
None
Transfer Agent
Our transfer agent is Continental Stock Transfer & Trust Company, with an address at 17 Battery Place, New York, NY 10004.Their telephone number is (212) 509-4000.
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Item 6 -RESERVED
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information necessary to understand our audited consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2022 and highlight certain other information which, in the opinion of management, will enhance a reader’s understanding of our financial condition, changes in financial condition and results of operations. In particular, the discussion is intended to provide an analysis of significant trends and material changes in our financial position and the operating results of our business during the year ended December 31, 2023, as compared to the fiscal year ended December 31, 2022. This discussion should be read in conjunction with our consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2022 and related notes included elsewhere in this Annual Report on Form 10-K. These historical financial statements may not be indicative of our future performance. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains numerous forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described throughout this filing, particularly in “Item 1A. Risk Factors.”
Overview
On April 27, 2020, WHEN completed a reverse triangular merger pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) among the Company, R2GA, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Sub”), UCG, Inc., a Florida corporation (“Seller”), SG 77 Inc., a Delaware corporation and wholly-owned subsidiary of Seller (“SG”), and RNA Ltd., an Israeli company and a wholly owned subsidiary of SG (“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”). The Merger became effective as of April 29, 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.
Acquisition of CrossMobile
As previously disclosed, WHEN completed the acquisition of a 26% equity interest in CrossMobile Sp. z o.o, a company formed under the laws of Poland (“CrossMobile”). 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. 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.
We believe that the acquisition of CrossMobile provides an opportunity in our evolution and provides us with a strong foothold in the European market. CrossMobile is part of a limited group of licensed mobile virtual network operators (MVNO) in the EU. CrossMobile is planning to roll-out a comprehensive suite of value-added services for B2B and B2C customers in the telecom industry.
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The global telecom market was valued at $1.6 trillion in 2020 and is expected to grow at 5.4% Compound Annual Growth Rate (CAGR) through 20281. The global cybersecurity market was valued at $140 billion in 2021 and is expected to reach $376 billion by 20292. 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.
1 Global Telecom Services Market Size Report, 2021-2028. (2022). Retrieved 21 August 2022, from https://www.grandviewresearch.com/industry-analysis/global-telecom-services-market
2 Insights, F. (2022). With 13.4% CAGR, Global Cyber Security Market Size to Surpass USD 376.32 Billion in 2029. Retrieved 21 August 2022, from https://www.globenewswire.com/news-release/2022/06/14/2461786/0/en/With-13-4-CAGR-Global-Cyber-Security-Market-Size-to-Surpass-USD-376-32-Billion-in-2029.html
Acquisition of Instaview
On Feb. 22, 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.
During the fourth quarter of 2023, the company amortized its investment in InstaView and recorded an impairment charge of $151,015.
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).
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RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
Results of Operations
Summary of Results of Operations
| Year ended | ||||||||
| December 31 | ||||||||
| 2023 | 2022 | |||||||
| Revenues | $ | 207,709 | $ | 91,120 | ||||
| Operating Expenses | ||||||||
| Research and development expenses | (1,935,085 | ) | (1,390,545 | ) | ||||
| Selling and marketing expenses | (92,053 | ) | (15,656 | ) | ||||
| General and administrative expenses | (5,080,725 | ) | (8,625,959 | ) | ||||
| Operating loss | (6,900,154 | ) | (9,941,040 | ) | ||||
| Financing income, net | 2,746 | 15,529 | ||||||
| Other loss | (151,015 | ) | - | |||||
| Loss before equity in net loss of equity investments | (7,048,423 | ) | (9,925,781 | ) | ||||
| Less: Share in net gain (loss) of equity investments | (1,977 | ) | (20,594 | ) | ||||
| Net loss | (7,050,400 | ) | (9,946,375 | ) | ||||
| Net loss attributable to non-controlling interests | 71,052 | 3,977 | ||||||
| Net loss attributable to the Company’s stockholders | (6,979,348 | ) | (9,942,398 | ) | ||||
Revenues
Our total revenue consists of sales of our products and services.
The following table discloses the breakdown of revenues and costs of revenues:
| Year Ended December 31 | ||||||||
| 2023 | 2022 | |||||||
| Revenues | 207,709 | 91,120 | ||||||
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.
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The following table discloses the breakdown of research and development expenses:
| Year Ended December 31 | ||||||||
| 2023 | 2022 | |||||||
| Salaries and related expenses | $ | 268,358 | $ | 340,054 | ||||
| Share-based compensation expenses | 1,335,600 | 909,637 | ||||||
| Subcontractors and other development costs | 175,711 | 37,723 | ||||||
| Depreciation and amortization | 18,617 | 11,689 | ||||||
| Rent and office maintenance | 113,334 | 54,561 | ||||||
| Other expenses | 23,465 | 36,881 | ||||||
| Total | $ | 1,935,085 | $ | 1,390,545 | ||||
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:
| Year Ended December 31 | ||||||||
| 2023 | 2022 | |||||||
| Salaries and related expenses | $ | 92,053 | $ | 322 | ||||
| Professional services | - | 13,815 | ||||||
| Other expenses | - | 1,519 | ||||||
| Total | $ | 92,053 | $ | 15,656 | ||||
We expect that our selling and marketing expenses will increase as we continue to increase our selling and marketing efforts in 2024 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:
| Year Ended December 31 | ||||||||
| 2023 | 2022 | |||||||
| Salaries and related expenses | $ | 234,395 | $ | 259,587 | ||||
| Share-based compensation expenses | 4,410,362 | 8,119,940 | ||||||
| Professional services | 314,135 | 87,383 | ||||||
| Rent and office maintenance | 28,308 | 16,975 | ||||||
| Other expenses | 93,525 | 142,074 | ||||||
| Total | $ | 5,080,725 | $ | 8,625,959 | ||||
Revenues
Revenues for the years ended December 31, 2023 and 2022 were $207,709 and $91,120, respectively.
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 $1,390,545 for the year ended December 31, 2022 to $1,935,085 in 2023. The increase resulted primarily from increase in non-cash share-based compensation expenses and in rent and maintenance costs partially offset by decrease in salaries and related expenses.
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Selling and Marketing Expenses. Selling and marketing expenses consist primarily of salaries and related expenses. Selling and marketing expenses for the year ended December 31, 2023 amounted to $92,053 as compared to $15,656 for the year ended December 31, 2022. The increase is primarily attributable to increase in salaries and related expenses.
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 $8,625,959 for the year ended December 31, 2022 to $5,091,007 in 2023. The decrease is primarily attributed to the decrease in non-cash share-based compensation expenses partially offset by increase in professional services expenses.
Financing Income, Net. Financing income, net decreased from financing income of $2,746 for the year ended December 31, 2022 to financing income, net of $13,832 for the year ended December 31, 2023. The decrease is mainly a result of currency exchange differences between the Dollar and the New Israeli Shekel offset by increase in related parties’ interest.
Net Loss. Net loss for the year ended December 31, 2023 was $7,050,314 and is primarily attributable to increase in share based compensation expenses to our employees and services providers.
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 December 31, 2023 and December 31, 2022, we had current assets of $250,894 and $276,508, respectively, and total assets of $10,198,927 and $10,233,018 respectively. We had current liabilities of $718,137 as compared to $787,683 as of December 31, 2023 and December 31, 2022, respectively and total liabilities of $3,869,960 as compared to $3,948,646 as of December 31, 2023 and December 31, 2022, respectively.
At December 31, 2023, we had a cash balance of $46,435 to the cash balance of $56,346 as of December 31, 2022. We have no cash equivalents.
At December 31, 2023, we had a negative working capital of $467,243 as compared with a working capital deficiency of $511,175 at December 31, 2022.
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.
Financial Support
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. As of the date of this report, we received an aggregate of $1,700,000 from Mr. Baumeohl of which he was issued 20,833,333,333 shares of our common stock at a per share price ranging between $0.0003 and $0.0004.
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.
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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.
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.
Accounting for stock-based compensation:
We grant equity-based awards under share-based compensation plans. We estimate the fair value of share-based payment awards using the Black-Scholes option valuation model. This fair value is then amortized over the requisite service periods of the awards. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Share-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by expected forfeitures. Changes in assumptions used under the Black-Scholes option valuation model could materially affect our net loss and net loss per share.
Accounting for CrossMobile business combination:
The Company reached a conclusion that the acquired set of assets held at CM 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 CM. CM is at it start up stages and has no substantial operations. The only significant asset is the license which constitute much more than 90% of the consideration paid. Based on that, the Company determined that the additional investment in CM constitute an asset acquisition in stages and resulted in obtaining control over all assets of CM and consolidating CM 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 25% interest and did not recognize any gain or loss on the interest held at CM previously.
The consideration for the assets of CM was with shares of WHEN with fair value of $8M ($0.0004 per share) and was issued to CM and not the shareholders of CM. Hence, upon obtaining control over all the assets of CM, WHEN has gained control over it own shares held at CM. Based on the guidance in ASC 810-10-45-5 shares held by the subsidiary would not be considered outstanding and hence, 100% of the shares of WHEN held by CM are presented as treasury shares in the consolidated balance sheet, even though there are noncontrolling interests at CM.
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The assets acquisition of CM resulted in 49% noncontrolling interests in CM. The Company analogized from ASC 805-30-30-1 and added the fair value of the noncontrolling interests to the consideration paid for the assets acquired.
As described above the entire consideration paid by WHEN was with its shares, issued to CM. 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.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements during 2021 and do not anticipate entering into any off-balance sheet arrangements during the next 12 months.
Item 7A. Qualitative and Quantitative Disclosures About Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
The Company’s consolidated financial statements, together with the report of the independent registered public accounting firm thereon and the notes thereto, are presented beginning at page F-1. The Company’s consolidated balance sheet as of December 31, 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for the year then ended have been audited by Barzily & Co.. The Company’s consolidated balance sheet as of December 31, 2022, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for the year then ended have been audited by Brightman Almagor Zohar & Co., Certified Public Accountants, a Firm in the Deloitte Global Network These financial statements have been prepared in accordance with accounting principles generally accepted in the United State of America and pursuant to Regulations S-K as promulgated by the Securities and Exchange Commission and are included herein pursuant to Part II, Item 8 of this Form 10-K. The financial statements have been prepared assuming the Company will continue as a going concern.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Dismissal of Independent Registered Public Accounting Firm
On March 6, 2024, our Board of Directors (the “Board”) dismissed Brightman Almagor Zohar & Co., Certified Public Accountants, a Firm in the Deloitte Global Network (“Deloitte”) as the Company’s independent registered public accounting firm (the “Dismissal’). Deloitte had served as the Company’s independent registered public accounting firm since 2022.
The audit report of Deloitte on the consolidated financial statements of the Company for the fiscal year ended December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal year ended December 31, 2022, and through and during the subsequent interim period through March 6, 2024, there were no (i) disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the subject matter of the disagreement in connection with its report and; (ii) “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K. Deloitte did not act as the Company’s independent registered public accounting firm during the fiscal year ending December 31, 2021.
Appointment of Independent Registered Public Accounting Firm
On March 11, 2024, in connection with the Dismissal, the Board appointed Barzily and Co CPAs (“Barzily”), as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
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During the two most recent fiscal years ended December 31, 2022 and December 31, 2021 and during the subsequent interim period from January 1, 2023 through March 11, 2024, neither the Company nor anyone on its behalf consulted Barzily regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Barzily concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event”, each as defined in Regulation S-K Item 304(a)(1)(iv) and 304(a)(1)(v), respectively.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. Management of the Company, with the participation of the Interim Chief Executive Officer and Directors, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934) pursuant to Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported on a timely basis and that such information is communicated to management, including the Interim Chief Executive Officer and the Company’s Board of Directors, to allow timely decisions regarding required disclosure. Based upon that evaluation, the Interim Chief Executive Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2022 for the reasons discussed below.
Management’s Report on Internal Control over Financial Reporting. Management is responsible for the preparation of our financial statements and related information. Management uses its best judgment to ensure that the financial statements present fairly, in material respects, our financial position and results of operations in conformity with generally accepted accounting principles. Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. It should be noted that the Company’s management, including the Interim Chief Executive Officer does not expect that the Company’s internal controls will necessarily prevent all errors or fraud. A control system, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
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. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company’s financial reporting.
We conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and subsequent guidance prepared by the Commission specifically for smaller public companies. Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2023 for the reasons discussed below:
| 1. | Due to the size of our Company and available resources, there are limited personnel to assist with the accounting and financial reporting function, which results in a lack of segregation of duties. | |
| 2. | We do not have a full time Chief Financial Officer that can oversee day to day operations and the financial reporting function. | |
| 3. | We do not have an independent audit committee that can provide management oversight. |
We expect to be materially dependent upon third parties to provide us with accounting consulting services and legal services related to the preparation and filing of reports with the Commission for the foreseeable future. We believe this will be sufficient to remediate the material weaknesses related to our accounting and SEC disclosures discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, 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 quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
During
the three months ended December 31, 2023, no director or officer of the Company
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable
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PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
Set forth below are the names, ages, position with the Company and business experiences of the executive officers and directors of the Company.
| Name | Age | Position(s) with Company | ||
| Giora Rozensweig | 51 | Chief Executive Officer | ||
| Maj (Ret) Danny Yatom | 79 | President | ||
| Tom Tromer | 57 | CEO of CrossMobile | ||
| Gaya Rozensweig | 42 | Director | ||
| George Baumoehl | 58 | Director |
Our directors are appointed for one-year terms to hold office until the next annual general meeting of the holders of our Common Stock or until removed from office in accordance with our by-laws. Our officers are appointed by our board of directors and hold office until removed by our board of directors.
Giora Rozensweig. Mr. Rozensweig, age 49, holds degrees in software development, application DBA and IT, which he received from Kedem College in 1994. Mr. Rozensweig has twenty years of experience in the industry and has worked with the Israeli Government, Hewlett Packard, IBM, and Checkpoint. He is also the co-founder of RNA Technology Ltd. where he has served as Chief Executive Officer since 2015. Previously Mr. Rozensweig served as Chief Executive Officer of Tomagi, Ltd. from 2008 until 2015.
Maj. Gen. (Ret.) Yatom, age 77 has over 40 years of experience in top intelligence and security leadership roles, including as the Director of Mossad, the national intelligence and special operations agency of Israel and one of the world’s leading intelligence secret and operations agencies. From 1999 to 2001, he served as Chief of Staff for Security and Policy to Prime Minister Ehud Barak. He also served in various positions in the Israeli security forces and government, including head of the Israeli Defense Forces’ Planning Directorate, commander of the Central Command, and military secretary to defense ministers Moshe Arens and Yitzhak Rabin and prime ministers Yitzhak Rabin and Shimon Peres. He holds Bachelor of Science degree in Physics, Mathematics and Computer Science from the Hebrew University in Jerusalem and Master of Arts degree in the Middle Eastern studies from Tel Aviv University
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Tom Tromer has 30 years of Executive experience from North America, Scandinavia, Central and Eastern Europe in building and implementing strategies among others, IT solution for e.g. food security programs, international and domestic quality measurement solutions for Postal operators, commercial RE with a investment portfolio exceeding EUR 300mio. He communicates very well in English, German, Danish and Polish. He actively supports all processes, including sales and service, fully understanding the rules of proper and smooth operation of business. Mr. Tom Tromer hold a Master Degree in Political Science from Aarhus University in Denmark and MBA in Economics from Warsaw University of Life Science (Poland).
Gaya Rozensweig. Mrs. Rozensweig, age 40, holds a Degree in Business Management & Information Systems, which she received from the College of Management, Jerusalem in 2003. Mrs. Rozensweig is a co-founder of RNA Technology Ltd. and has headed the sales and marketing of a startup with a 27-person team that worked with government offices, banks, insurance companies. Mrs. Rozensweig has served as Chief Financial Officer of RNA Technology, Ltd. since 2015. Previously she served as Chief Financial Officer at Tomagi Ltd. from 2008 until 2015.
George Baumoehl. Mr. Baumoehl, age 56, George holds a MSc. Degree in Architecture and Construction Economics from University College London which he received in 1993. Mr. Baumoehl has a background in a real estate investment and development and brings a professional outside look into our Company. He has been the Chief Executive Officer of Spectrum Real Estate Management GmbH & Co. KG since 2006.
Giora Rozensweig is the spouse of Gaya Rozensweig. Other than the foregoing, there is no family relationship between the Interim Chief Executive Officer, the directors and any director or executive officer of the Company or any person nominated or chosen to become a director or executive officer of the Company.
Involvement in Certain Legal Proceedings
None of our directors, executive officers, significant employees or control persons has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
Corporate Governance
Our board of directors has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of those committees are being undertaken by our board. Because we do not have any independent directors, our board believes that the establishment of committees of our board would not provide any benefits to our Company and could be considered more form than substance.
We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our officers and directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our officers and directors have not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our board of directors.
Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our board will participate in the consideration of director nominees.
As with most small, early stage companies until such time as we further develop our business, achieve a stronger revenue base and have sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our board to include one or more independent directors, we intend to establish an audit committee of our board of directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our board.
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Code of Ethics
We adopted a Code of Ethics and Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We undertake to provide to any person without charge, upon request, a copy of our Code of Ethics and Business Conduct.
Role of Board in Risk Oversight Process
Management is responsible for the day-to-day management of risk and for identifying our risk exposures and communicating such exposures to our board. Our board is responsible for designing, implementing and overseeing our risk management processes. The board does not have a standing risk management committee, but administers this function directly through the board as a whole. The entire board considers strategic risks and opportunities and receives reports from its officers regarding risk oversight in their areas of responsibility as necessary. We believe our board’s leadership structure facilitates the division of risk management oversight responsibilities and enhances the board’s efficiency in fulfilling its oversight function with respect to different areas of our business risks and our risk mitigation practices.
Director Compensation
Historically, our non-employee directors have not received compensation for their service outside the compensation set forth in the Summary Compensation Table below, but we may compensate our directors for their service in the future. We reimburse our non-employee directors for reasonable travel expenses incurred in attending board and committee meetings. We also intend to allow our non-employee directors to participate in any equity compensation plans that we adopt in the future.
Conflicts of Interest
None of our officers will devote more than a portion of his or her time to our affairs. There will be occasions when the time requirements of our business conflict with the demands of the officers other business and investment activities. Such conflicts may require that we attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to us.
Our officers, directors and principal shareholders may actively negotiate for the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction, if any. In the event that such a transaction occurs, it is anticipated that a substantial premium may be paid by the purchaser in conjunction with any sale of shares by our officers, directors and principal shareholders made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to members of our management to acquire their shares creates a conflict of interest for them and may compromise their state law fiduciary duties to our other shareholders. In making any such sale, members of Company management may consider their own personal pecuniary benefit rather than the best interests of the Company and the Company’s other shareholders, and the other shareholders are not expected to be afforded the opportunity to approve or consent to any particular buy-out transaction involving shares held by members of Company management.
It is not currently anticipated that any salary, consulting fee, or finder’s fee shall be paid to any of our directors or executive officers, or to any other affiliate of us except as described under Executive Compensation below. Although management has no current plans to cause us to do so, it is possible that we may enter into an agreement with an acquisition candidate requiring the sale of all or a portion of the Common Stock held by our current stockholders to the acquisition candidate or principals thereof, or to other individuals or business entities, or requiring some other form of payment to our current stockholders, or requiring the future employment of specified officers and payment of salaries to them. It is more likely than not that any sale of securities by our current stockholders to an acquisition candidate would be at a price substantially higher than that originally paid by such stockholders. Any payment to current stockholders in the context of an acquisition involving us would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity.
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, and to the best of our knowledge, all executive officers, directors and persons holding greater than 10% of our issued and outstanding stock have not filed the required reports in a timely manner during the fiscal year ended December 31, 2023.
Insider Trading Policy
Given our small size, our board of directors has not yet adopted an insider trading policy that is appropriate for a company of our size. The board intends to consider an adopt an appropriate insider trading policy during the 2024 fiscal year.
Item 11. Executive Compensation.
The following table sets forth certain compensation information for: (i) our principal executive officer or other individual serving in a similar capacity during our fiscal year ended December 31, 2023, (ii) our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at December 31, 2023 whose compensation exceed $100,000 and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at December 31, 2022. Compensation information is shown for the fiscal years ended December 31, 2023 and 2022:
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards (1) | Non-Equity Incentive Plan Compensation | Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | ||||||||||||||||||||||||||
| Giora Rozensweig | 2023 | 109,177 | - | - | 727,709 | - | - | - | 836,886 | ||||||||||||||||||||||||||
| 2022 | 153,337 | - | - | 651,002 | 2 | - | - | - | 804,339 | ||||||||||||||||||||||||||
| Gaya Rozensweig | 2023 | 133,779 | - | - | - | - | - | - | 133,779 | ||||||||||||||||||||||||||
| 2022 | 130,490 | - | - | - | - | - | - | 130,490 | |||||||||||||||||||||||||||
| Danny Yatom | 2023 | - | - | - | 879,562 | - | - | - | 879,562 | ||||||||||||||||||||||||||
| 2022 | - | - | - | 1,634,772 | 3 | - | - | - | 1,634,772 | ||||||||||||||||||||||||||
| Tom Tromer | 2023 | - | - | 728,764 | - | - | - | 728,764 | |||||||||||||||||||||||||||
| 2022 | - | - | - | 1,203,723 | 4 | - | - | - | 1,203,723 | ||||||||||||||||||||||||||
1. In accordance with SEC rules, the amounts in this column reflect the fair value on the grant date of the option awards granted to the named executive, calculated in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date fair value does not necessarily reflect the value of shares which may be received in the future with respect to these awards. The grant-date fair value of the stock options in this column is a non-cash expense for us that reflects the fair value of the stock options on the grant date and therefore does not affect our cash balance. The fair value of the stock options will likely vary from the actual value the holder receives because the actual value depends on the number of options exercised and the market price of our Common Stock on the date of exercise. For a discussion of the assumptions made in the valuation of the stock options, see Note 11 to the financial reports attached to this Annual Report.
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2. Represents compensation expense recorded by the Company in respect of the options for 5,000,000,000 shares granted in May 2022.
3. Represents compensation expense recorded by the Company in respect of the options for 6,000,000,000 shares granted in June 2021 in respect of advisory board services.
4. Represents compensation expense recorded by the Company in respect of the options for 6,000,000,000 shares granted in May 2022 in respect of advisory board services.
Employment Agreements with Executive Officers
On October 21, 2020, RNA Ltd., the Company’s subsidiary, and Giora Rozensweig, the Company’s interim Chief Executive Officer, entered into an employment agreement providing for the employment (the “Giora Employment Agreement”) of Mr. Giora Rozensweig as RNA’s Chief Executive Officer, with retroactive application to July 1, 2020. Under the Giora Employment Agreement, Mr. Rozensweig is paid an annual gross salary of the current New Israeli Shekel equivalent of $133,500, payable monthly. Under the Giora Rozensweig Employment Agreement he also receives the following: (i) Manager’s Insurance under Israeli law for the benefit of Mr. Rosenzweig pursuant to which RNA contributes amounts equal to (a) 8-1/3 percent (and Mr. Rosenzweig contributes an additional 5%) of each monthly salary payment, and (b) 6.5% of Mr. Rosenzweig’s salary (with Mr. Rosenzweig contributing an additional 6%) to a pension fund, a form of deferred compensation program established under Israeli law. The Giora Employment Agreement also contains certain provisions for termination by RNA, which may result in a severance payment equal to twenty four months of base salary then in effect.
On October 21, 2020, RNA Ltd., the Company’s subsidiary, and Gaya Rozensweig entered into an employment agreement providing for the employment (the “Gaya Employment Agreement”) of Ms. Gaya Rozensweig as RNA’s controller, with retroactive application to July 1, 2020. Under the Gaya Employment Agreement, Ms. Rozensweig is paid an annual gross salary of the current New Israeli Shekel equivalent of $93,500, payable monthly. Under the Gaya Rosenzweig Employment Agreement, she also receives the following: (i) Manager’s Insurance under Israeli law for the benefit of Ms. Rosenzweig pursuant to which RNA contributes amounts equal to (a) 8-1/3 percent (and Ms. Rosenzweig contributes an additional 5%) of each monthly salary payment, and (b) 6.5% of Ms. Rosenzweig’s salary (with Ms. Rosenzweig contributing an additional 6%) to a pension fund, a form of deferred compensation program established under Israeli law. The Gaya Employment Agreement also contains certain provisions for termination by RNA, which may result in a severance payment equal to twenty four months of base salary then in effect.
Other than as provided above, Mr. Tromer does not have any other compensatory arrangement with either CrossMobile or WHEN.
Termination of Employment and Change of Control Arrangement
Under each of the Giora Employment Agreement and the Gaya Employment Agreement, in the event that the Company terminates the agreement for reasons other than cause , then the employee isentitled to two years of salary payments.
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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
The following table sets forth information concerning equity awards held by each of our Named Executive Officers as of December 31, 2023.
| Name | Number of Securities Underlying Options (#) Exercisable | Number of Securities Underlying Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Securities Underlying RSUs (#) Unvested | |||||||||||||
| Danny Yatom | 3,750,000,000 | 2,250,000,000 | $ | 0.0001 | 6/26/31 | — | ||||||||||||
| Giora Rozensweig | 1,250,000,000 | 3,750,000,000 | $ | 0.0001 | 5/14/31 | — | ||||||||||||
There were no outstanding equity awards at December 31, 2023 to our named executive officers.
Compensation of Directors
We have no standard arrangements for compensating our board of directors for their attendance at meetings of the Board of Directors.
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides certain aggregate information with respect to the Company’s shares of common stock that as of December 31, 2023 were issuable under its 2021 Equity Incentive Plan in effect as of December 2022.
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) | Weighted-average exercise price of outstanding options, warrants and rights (2) | Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in first column) (3) | |||||||||
| Equity compensation plans approved by security holders | 46,902,000,000 | $ | 0.0001 | 3,098,000,000 | ||||||||
| Equity compensation plans not approved by security holders | — | — | — | |||||||||
| Total | 46,902,000,000 | $ | 0.0001 | 3,098,000,000 | ||||||||
| (1) | Represents shares of common stock issuable under our 2021 Equity Incentive Plan upon exercise of outstanding options to purchase 46,902,000,000 shares of common stock. |
| (2) | The weighted average remaining term for the expiration of remaining stock options is 2.74 years. |
| (3) | Represents shares of common stock available for future issuance under equity compensation plans. |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information concerning the number of shares of our common and preferred stock owned beneficially as of April 17, 2022 by: (i) our directors and executive officer; and (ii) each person or group of persons known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.
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Under securities laws, a person is considered to be the beneficial owner of securities owned by him (or certain persons whose ownership is attributed to him) or securities that can be acquired by him within 60 days, including upon the exercise of options, warrants or convertible securities. The Company determines a beneficial owner’s percentage ownership by assuming that options, warrants and convertible securities that are held by the beneficial owner, but not those held by any other person, and which are exercisable within 60 days, have been exercised or converted.
The Company believes that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as being owned by them. Unless otherwise indicated, the address of each beneficial owner in the table set forth below is care of World Health Energy Holdings, Inc. at 1825 NW Corporate Blvd. Suite 110, Boca Raton, FL 3343.
| Name of Beneficial Owner | COMMON STOCK | % of class (Common Stock) (1) | SERIES A PREFERRED STOCK (6) | % of class (Series A Preferred) | ||||||||||||
| Officers and Directors | ||||||||||||||||
| Giora Rozensweig, Interim Chief Executive Officer | 2,500,000 | (2) | * | — | — | |||||||||||
| Gaya Rozensweig, Director | 27,383,333,333 | (3) | 5.26 | % | 2,500,000 | 50 | % | |||||||||
| George Baumeohl, Director | 20,266,666,666 | (3) | 3.89 | % | 2,500,000 | 50 | % | |||||||||
| Danny Yatom, President | 4,625,000,000 | (4) | * | — | — | |||||||||||
| Tom Tromer | 4,875,000,000 | (5) | * | — | — | |||||||||||
| 5% or More Shareholders | ||||||||||||||||
| UCG, Inc. (3) | 387,000,000,000 | 74.31 | % | |||||||||||||
| Total Held by Officers and Directors of Each Class(5 persons) | 59,649,999,999 | 11.24 | % | 5,000,000 | 100 | % | ||||||||||
* Less than 1%
| 1. | Based on 520,796,074,663 shares of Common Stock outstanding as of April _, 2024. | |
| 2. | Represents shares issuable upon vested options or options scheduled to vest in the next 60 days. Gaya Rozensweig is the spouse of Giora Rozensweig. While the shares of Common Stock are held as of record by Gaya Rozensweig, both persons may be deemed to control the voting and disposition of these shares. | |
| 3. | The sole shareholders and directors of UCG, Inc. are Gaya Rozensweig and George Baumeohl and, as such, they may be deemed to beneficially own these shares. The address of UCG Inc. is 1825 NW Corporate Blvd. Suite 110, Boca Raton, Florida 33431. | |
| 4. | Represents shares issuable upon vested options or options scheduled to vest in the next 60 days. | |
| 5. | Comprised of 1,500,000,000 shares of common stock and vested options or options scheduled to vest in the next 60 days for an additional 3,125,000,000 shares of common stock | |
| 6. | The Series A Preferred Stock were issued in August 2019 to each of Gaya Rozensweig and George Baumeohl. The Series A Preferred Stock is authorized to vote with the Common Stock in all stockholder meetings that the Common Stock may vote and each share has voting power equal to 10,000 votes per share. |
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Item 13. Certain Relationships and Related Transactions and Director Independence.
On December 31, 2020, the Company, UCG, RNA, Gaya Rozensweig, Giora Rozensweig and George Baumoehl entered into a Set-Off Agreement pursuant to which the parties set-off a debit balance of $250,609 owed by Gaya Rozensweig and Giora Rozensweig to RNA Ltd. against the credit balance of UCG, Inc.
On December 31, 2020, Giora Rozensweig and our subsidiary SG entered into an Irrevocable License and Royalty Agreement pursuant to which Mr. Rozensweig granted to the WHEN group an irrevocable worldwide license certain technologies and the related intelelctual rights. In consideration of such license, Mr. Rozensweig is entitled to 1.5% of annual gross revenues, payable on a quarterly basis. The payments are to be made at such time as the WHEN Group’s revenues exceed on an aggregate basis $120,000.
On March 22, 2022 the Company, CrossMobile S.P.Zooand the shareholders of CrossMobile (of which Mr. Giora Rosenzweig, holds 40.67% and Mr. George Baumeohl holds 6.67%, of the issued preferred share capital of CrossMobile), entered into an Investment Agreement (the “Agreement”) pursuant to which the Company is to purchase 26% 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 common stock (the “Initial Investment”). The acquisition is subject to the registration with the Polish Companies Registrar of the shares issuable to the Company in respect of the Initial Investment, as required under local law. Upon the registration of the Company shareholdings in CrossMobnile, the closing of the Initial Investment will be deemed to have occurred and the 10,000,000,000 Company shares of common stock will be issued to CrossMobile.
Item 14. Principal Accounting Fees and Services.
Our independent registered public accounting firm for the year ended December 31, 2022 was Brightman Almagor Zohar & Co., Certified Public Accountants, a Firm in the Deloitte Global Network (“Deloitte”), which served as the Company’s auditors (since October 2022). The following is a summary of the fees billed by Deloitte during the calendar years ended December 31, 2023 and 2022:
| 2023 | 2022 | |||||||
| Audit Fees | $ | 120,000 | $ | 130,000 | ||||
| Audit-Related Fees | — | — | ||||||
| Tax Fees | — | — | ||||||
| All Other Fees | — | — | ||||||
| Total | $ | 120,000 | 130,000 | |||||
Our independent registered public accounting firm for the year ended December 31, 2023 is Barzily and Co CPAs (“Barzily”) was appointed on March 11, 2024. The following is a summary of the fees billed by Barzily, during the calendar years ended December 31, 2023 and 2022:
| 2023 | 2022 | |||||||
| Audit Fees | $ | 48,000 | $ | — | ||||
| Audit-Related Fees | — | — | ||||||
| Tax Fees | — | — | ||||||
| All Other Fees | — | — | ||||||
| Total | $ | 48,000 | — | |||||
Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.
Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.
Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.
All Other Fees — This category consists of fees for other miscellaneous items.
| 42 |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| (a) | 1. | Financial Statements |
| The financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Financial Statements” on page F-3 and included on pages F-1 through F-24. | ||
| 2. | Financial Statement Schedules | |
| All schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein. | ||
| 3. | Exhibits |
The following exhibits are filed or “furnished” herewith:
ITEM 16. FORM 10-K SUMMARY
Not applicable.
| 43 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly 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 | ||
| Date: April 15, 2024 | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Signature | Title | Date | ||
| /s/ Giora Rozensweig | CEO | April 15, 2024 | ||
| Giora Rozensweig | ||||
| /s/ Danny Yatom | President | April 15, 2024 | ||
| Danny Yatom | ||||
| /s/ Gaya Rozensweig | Director | April 15, 2024 | ||
| Gaya Rozensweig | ||||
| /s/ George Baumoehl | Director | April 15, 2024 | ||
| George Baumoehl |
| 44 |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
WORLD HEALTH ENERGY HOLDINGS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2023
IN U.S. DOLLARS
TABLE OF CONTENTS
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of
World Health Energy Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of World Health Energy Holdings, Inc. (the “Company”) as of December 31, 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit
| F-2 |
Determine whether the CrossMobile intangible assets required impairment – Refer to Notes 1.C and 7 to the consolidated financial statements
Critical Audit Matter Description
In 2022, the Company increased its holding in CrossMobile Sp.z o.o. (CrossMobile) from 26% to 51%. This transaction was accounted for as an asset acquisition. The Company used the cost accumulation method to determine the cost of the intangible assets acquired which totaled approximately $9.7 million. As discussed in Note 2, the Company’s identifiable intangible assets are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. As of December 31, 2023, the Company determined that an impairment was not required.
How the Critical Audit Matter Was Addressed in the Audit
Auditing the Company’s impairment tests over the intangible assets was complex and highly judgmental due to the significant estimation required in determining fair value and required extensive auditor effort. In particular, the fair value estimates were sensitive to significant assumptions, such as revenue growth rates, operating margins, cash flows, terminal value, and weighted average cost of capital, which are affected by expectations about future market or economic conditions and expected future operating results.
Our audit procedures related to the determination the value of the CrossMobile asset included the following, among others:
| ● | We obtained an understanding of the Company’s controls over the intangible assets impairment process, including controls over . | |
| ● | We performed audit procedures that included, among others, assessing the valuation methodologies used by the Company, involving our valuation specialists to assist in testing the significant assumptions described above that are used in the valuations, and testing the completeness and accuracy of the underlying data the Company used in its analyses. | |
| ● | We also performed a sensitivity analysis over the significant assumptions to evaluate the impact that changes in significant assumptions would have on the fair value of the intangible assets. |
We have served as the Company’s auditor since 2024
/s/
BARZILY AND CO., CPA’s
April 15, 2024
| F-3 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of World Health Energy Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of World Health Energy Holdings, Inc. (the “Company”) as of December 31, 2022, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/
Brightman Almagor Zohar & Co.
Certified Public Accountants
A Firm in the Deloitte Global Network
April 17, 2023
We began serving as the Company’s auditor in 2022. In 2024 we became the predecessor auditor.
| F-4 |
WORLD HEALTH ENERGY HOLDINGS, INC .
CONSOLIDATED BALANCE SHEETS
(U.S. dollars)
| December 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | ||||||||
| Accounts receivable,
net of allowance for doubtful account of $ | ||||||||
| Inventory | ||||||||
| Prepaid share-based payment to service providers | ||||||||
| Other current assets (Note 3) | ||||||||
| Total Current assets | ||||||||
| Non-current assets | ||||||||
| Right-of-use asset (Note 6) | ||||||||
| Long term prepaid expenses | ||||||||
| Property and equipment, net (Note 4) | ||||||||
| Funds in respect of employee rights upon termination | ||||||||
| Intangible assets (Note 7) | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | ||||||||
| Short term operating lease liability (Note 6) | ||||||||
| Other current liabilities (Note 5) | ||||||||
| Total Current Liabilities | ||||||||
| Non-current Liabilities | ||||||||
| Liability for employee rights upon retirement | ||||||||
| Long term loan from parent company | ||||||||
| Long term operating lease liability (Note 6) | ||||||||
| Deferred tax liability | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Deficit (Note 10) | ||||||||
| Series A preferred stock $ par value, shares authorized, shares issued and outstanding as of December 31, 2023, and December 31, 2022 | ||||||||
| Preferred stock , value | ||||||||
| Common stock $ par value, shares authorized as of December 31, 2023 and December 31, 2022. and shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | ||||||||
| Additional paid-in capital | ( | ) | ( | ) | ||||
| Treasury stock at cost – shares of common stock | ( | ) | ( | ) | ||||
| Proceeds on account of shares | ||||||||
| Accumulated other comprehensive income (loss) | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Company’s stockholders’ equity | ||||||||
| Non-controlling interests | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | ||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-5 |
WORLD HEALTH ENERGY HOLDINGS, INC .
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(U.S. dollars except share and per share data)
| Year ended | ||||||||
| December 31 | ||||||||
| 2023 | 2022 | |||||||
| Revenues | ||||||||
| Research and development expenses (Note 12) | ( | ) | ( | ) | ||||
| Selling and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses (Note 13) | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Financing income, net | ||||||||
| Other loss (Note 8) | ( | ) | ||||||
| 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 to attributable to non-controlling interests | ( | ) | ||||||
| Comprehensive loss attributable to the Company’s stockholders | ( | ) | ( | ) | ||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-6 |
WORLD HEALTH ENERGY HOLDINGS, INC .
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ 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 YEAR ENDED DECEMBER 31, 2022: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares (Note 10) | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares in exchange for services (Note 10) | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers (Note 11) | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares for CrossMobile Sp. z o.o. | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Beginning balance, value | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| CHANGES DURING THE YEAR ENDED DECEMBER 31, 2023: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares (Note 10) | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares for investment in an investee (Note 8) | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers (Note 11) | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-7 |
WORLD HEALTH ENERGY HOLDINGS, INC .
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars except share and per share data)
| 2023 | 2022 | |||||||
| Year ended | ||||||||
| December 31 | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments required to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Share in losses of non-consolidated entity | ||||||||
| Impairment of non consolidate entity | ||||||||
| Share-based compensation expense (Notes 10, 11) | ||||||||
| Change in operating lease liability | ( | ) | ||||||
| Changes in assets and liabilities net of effects from purchase of CrossMobile Sp. z o.o: | ||||||||
| Change in liability for employee rights upon retirement | ||||||||
| Decrease (increase) in accounts receivable | ( | ) | ( | ) | ||||
| Decrease (increase) in other current assets | ( | ) | ( | ) | ||||
| Increase (decrease) in accounts payable | ( | ) | ||||||
| Increase (decrease) in other current liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Loans granted to related parties | ( | ) | ( | ) | ||||
| Increase in funds in respect of employee rights upon retirement | ( | ) | ( | ) | ||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Cash provided by purchased of CrossMobile Sp. z o. o. | ||||||||
| 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 transaction: | ||||||||
| Investment in purchase of equity method investment | ||||||||
| Issuance of shares in exchange for debt | ||||||||
| Cash used in purchased of CrossMobile: | ||||||||
| Net assets acquired | ( | ) | ||||||
| Intangible assets acquired | ||||||||
| Consideration in shares | ( | ) | ||||||
| Deferred tax liability | ( | ) | ||||||
| Net cash provided by purchase of CrossMobile | ||||||||
The accompanying notes are an integral part of the consolidated financial statement
| F-8 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO 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 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.
| F-9 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL (continue)
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 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. See note 8 below for further information. See note 8 below for further information.
The Company, collectively with SG, RNA and CrossMobile are hereunder referred to as the “Group”.
D. Board and Shareholder Authority for Reverse Stock Split
On
May 17, 2023,
| F-10 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL (continue)
E. 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 year ended December 31, 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 $
F. 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.
| G. | 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. Following the attack by Hamas on Israel’s southern border, Hezbollah in Lebanon also launched missile, rocket, drone and shooting attacks against Israeli military sites, troops and Israeli towns in northern Israel. In response to these attacked, the Israeli army has carried out a number of targeted strikes on sites belonging to Hezbollah in southern Lebanon. It is possible that the hostilities with Hezbollah will escalate, and 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. |
Certain of our consultants in Israel may be called up for reserve duty, in addition to employees of our service providers located in Israel, have been called, for service and such persons may be absent for an extended period of time. In the event that hostilities disrupt our ongoing operations, our ability to deliver or provide services in a timely manner to meet our contractual obligations towards customers and vendors could be materially and adversely affected.
| F-11 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL (continue)
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 its operations.
Since this is an event that is not under the control of the Company, and matters such as the fighting continuing or stopping may affect the Company’s assessments, 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.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Basis of presentation
The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis. (US GAAP).
Principles of consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation.
Use of estimates
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Functional currency and foreign currency translation and transactions
The functional currency of the Company is the US dollar since it is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. The functional currency of Cross Mobile is Polish Zloty.
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the year ended December 31, 2023 and 2022.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand and short-term highly liquid investments that are readily convertible to cash with maturities of three months or less as of the date acquired and that are exposed to insignificant risk of change in value.
Inventory
Inventory is valued at the lower of cost or net realizable value.
Equity method investments
The Company accounts for investments for which it does not have a controlling interest in accordance with ASC 323, Investments – Equity Method and Joint Ventures. The Company recognizes its pro-rata share of income and losses in the investment in “Loss from equity method investment” on the consolidated statement of operations and comprehensive loss, with a corresponding change to the investment in equity method investment in the consolidated balance sheet until such investment is reduced to zero.
Impairment of Long-Lived Assets
The
Company’s long-lived assets, such as property, plant and equipment and identifiable intangible assets, are reviewed for potential
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment
indicators which could trigger an impairment may include, among others, any significant changes in the manner of our use of the assets
or the strategy of our overall business, certain reorganization initiatives, significant negative industry, or economic trends or when
we conclude that it is more likely than not that an asset will be disposed of or sold. Long-lived assets are reviewed for impairment
in accordance with ASC No. 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison
of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by such assets. If such assets are
considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds
the fair value of the assets. This measurement includes significant estimates and assumptions inherent in the estimate of the fair value
of identifiable intangible assets. Newly acquired and recently impaired indefinite-lived assets are more vulnerable to impairment as
the assets are recorded at fair value and are then subsequently measured at the lower of fair value or carrying value annually or when
triggering events are present. As such, immediately after acquisition or impairment, even small declines in the outlook for these assets
can negatively impact on our ability to recover the carrying value and can result in an impairment charge. The Company recorded impairment
losses in the amount of $
| F-12 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.)
In accordance with ASC 718-10, the Company estimates the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. The Company recognizes compensation expense for the value of employees and non-employee awards, which have graded vesting, based on the accelerated vesting method over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved.
The Company estimates the fair value of stock options granted using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are, expected stock price volatility and the expected option term. Expected volatility was calculated based upon actual historical stock price movements over the period, equal to the expected option term, which was calculated using the simplified method. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term.
The Company accounts for grants issued to non-employees using the guidance of ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” which expand the scope of Topic 718, Compensation - Stock Compensation to include share-based payments issued to nonemployees for goods or services.
Income taxes
The Group accounts for income taxes in accordance with ASC Topic 740-10, “Accounting for Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects on the differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.
Liability for employee rights upon retirement
Under Israeli law and labor agreements, RNA is required to make severance payments to retired or dismissed employees and to employees leaving employment in certain other circumstances. In respect of the liability to the employees, individual insurance policies are purchased, and deposits are made with recognized severance pay funds. The liability for severance pay is calculated on the basis of the latest salary paid to each employee multiplied by the number of years of employment. Employees are entitled to one month’s salary for each year of employment, or a portion thereof. The liability is covered by the amounts deposited including accumulated income thereon as well as by the unfunded provision. Such liability is removed, either upon termination of employment or retirement.
According to Section 14 to the Severance Pay Law (“Section 14”) the payment of monthly deposits by a company into recognized severance pay funds or insurance policies releases it from any additional severance obligation to the employees that have entered into agreements with the company pursuant to such Section 14. RNA has entered into agreements with some of its employees in order to implement Section 14. Therefore, the payment of monthly deposits by RNA into recognized severance pay funds or insurance policies releases it from any additional severance obligation to those employees that have entered into such agreements and therefore RNA incurs no additional liability since that date with respect to such employees. Amounts accumulated in the severance pay funds or insurance policies pursuant to Section 14 are not supervised or administrated by RNA and therefore neither such amounts nor the corresponding accrual are reflected in the balance sheets.
Severance
expenses for the years ended December 31, 2023, and 2022 amounted to $
| F-13 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.)
Revenue recognition
The Company’s revenues are generated principally from providing cybersecurity technology services. The Group’s sales are achieved through the effort of its direct sales and business development force.
The Group follows ASC 606 “Revenue from Contracts with Customers” and recognizes revenue when it satisfies performance obligations under the terms of its contracts with customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.
Costs of Revenue
Cost of revenue includes immaterial payroll expenses to support the Company’s performance obligation and therefore was not separately disclosed on the Company’s consolidated statements of operations and comprehensive loss.
Research and development expenses
Research and development expenses are charged to operations as incurred.
Basic net loss per share is computed based on the weighted average number of shares outstanding during each year. Diluted net loss per share is computed based on the weighted average number of common shares outstanding during each year, plus the dilutive potential of the common stock considered outstanding during the year, in accordance with ASC 260-10 “Earnings per Share”.
All outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years ended December 31, 2023 and 2022 since all such securities have an anti-dilutive effect.
Accounts receivables
Accounts
receivable are stated at their net realizable value. Accounts receivable are presented on the consolidated balance sheet net of an allowance
for doubtful accounts, which is established based on reviews of the accounts receivable aging, an assessment of the customer’s
history and current creditworthiness, and the probability of collection. Accounts are written off when it is determined that collection
of the outstanding balance is no longer probable. As of December 31, 2023, and 2022, an allowance for doubtful accounts in the amount
of $
Contingencies
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. As of December 31, 2023, the Company didn’t record any loss contingencies.
Recent accounting pronouncements
Improvements to Reportable Segment disclosures (Topic 280):
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses and segment-related data. For public companies, the amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. The Company does not expect this ASU to have a material effect on its consolidated financial statements.
Improvements to Income Tax Disclosure (Topic 740):
In December 2023, the FASB issued ASU No. 2023-09, Income Tax (Topic 740) - Improvements to Income Tax Disclosures which requires companies to break out their income tax expense, income tax rate reconciliation and income tax payments made in more detail. For public companies, the requirements will become effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not expect this ASU to have a material effect on its consolidated financial statements.
| F-14 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars except share and per share data)
NOTE 3 – OTHER CURRENT ASSTES
SCHEDULE OF OTHER CURRENT ASSETS
| 2023 | 2022 | |||||||
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| Due from related parties | ||||||||
| Government institutions | ||||||||
Employees loans | ||||||||
| Other receivable | ||||||||
| Other Current Assets | ||||||||
NOTE 4 – PROPERTY AND EQUIPMENT, NET
SCHEDULE OF PROPERTY AND EQUIPMENT, NET
| 2023 | 2022 | ||||||||||
| Rates of depreciation | December 31, | ||||||||||
| % | 2023 | 2022 | |||||||||
| Computers | |||||||||||
| Furniture and office equipment | |||||||||||
| Property and equipment, gross | |||||||||||
| Less - accumulated depreciation | ( | ) | ( | ) | |||||||
| Total property and equipment, net | |||||||||||
For
the years ended December 31, 2023 and 2022, depreciation was US$
NOTE 5 –OTHER CURRENT LIABILITIES
SCHEDULE OF OTHER CURRENT LIABILITIES
| 2023 | 2022 | |||||||
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| Employees and related institutions | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Deferred revenues | ||||||||
| Loan to a shareholder | ||||||||
| Other current liabilities | ||||||||
| F-15 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars except share and per share data)
NOTE 6 – LEASES
On
December 16, 2020, the Company signed a lease agreement effective on January 1, 2021 for office space in Herzliya, Israel for a period
of
Leases recorded on the balance sheets consist of the following:
SCHEDULE OF OPERATING LEASE
| 2023 | 2022 | |||||||
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| Operating leases: | ||||||||
| Assets | ||||||||
| Right of use asset under operating lease | ||||||||
| Liabilities | ||||||||
| Short term operating lease liability | ||||||||
| Long term operating lease liability | ||||||||
| Weighted average remaining lease term (in years) | ||||||||
| Weighted average discount rate | % | % | ||||||
The components of operating lease expense were as follows:
SCHEDULE OF LEASE COST
| 2023 | 2022 | |||||||
| Year ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Operating lease costs | ||||||||
| Short-term lease cost | ||||||||
| Total operating lease cost | ||||||||
Right
of use assets obtained in exchange for new operating lease liability during 2023 and 2022 were $
| F-16 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars except share and per share data)
NOTE 6 – LEASES (continue)
Maturity of operating lease payments as of December 31, 2023 are summarized as follows:
SCHEDULE OF OPERATING LEASE PAYMENTS
| 2024 | ||||
| 2025 | ||||
| Total future lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Operating lease liabilities |
NOTE 7 - ASSET ACQUISITION OF CROSSMOBILE
As
detailed in note 1 C above, on October 25, 2022, the Company exercised the Additional Share Purchase Option and acquired the additional
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
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 $
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 $
Company’s investment in CrossMobile is tested annually for impairment, using an independent third party evaluator. As of December 31, 2023 and 2022, no impairment was identified.
| F-17 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars except share and per share data)
NOTE 8 – 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 $
As
of December 31, 2023, the company amortized its investment in InstaView and recorded $
NOTE 9 – COMMITMENTS AND CONTINGENCIES
On October 27, 2020, WHEN filed a lawsuit in State Court, Palm Beach County, Florida, against FSC Solutions, Inc. (“FSC”), Eli Gal Levy (“EL”) and Padem Consultants Sprl (collectively, the “Defendants”). The lawsuit 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 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 Florida lawsuit seeks a declaratory judgment to unwind the FSC transaction and cancel the shares of WHEN common stock issued in the FSC transaction that are still outstanding.
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 shares. The Company is vigorously defending the 2022 Lawsuit, which is currently in the discovery. Trial is scheduled for May 5, 2025.
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. The Florida Court dismissed the amended complaint based on the statute of limitations.
| F-18 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars except share and per share data)
NOTE 10 – SHAREHOLDERS’ EQUITY
Description of the rights attached to the shares in the Company:
Common stock
On October 7, 2021, the Company filed an amendment (the “Amendment”) to its Certificate of Incorporation, as amended, to increase the Company’s authorized share capital and to change the par value of the Company’s common stock. The Amendment increased the Company’s authorized share capital to shares of common stock (from shares) and changed the par value of the common stock to $ per share (from $). The Amendment was effective retroactive to September 28, 2021.
As of December 31, 2023, and 2022, there were and shares of common stock issued and outstanding, respectively.
Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the stockholders of the Company’s common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.
Series A preferred stock
The Company has authorized Series A preferred stock $ par value per share. As of December 31, 2023, and 2022, there are shares of Series A preferred stock outstanding.
The
holders of Series A preferred stock have the right to vote with the common stock on all matters.
| F-19 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars except share and per share data)
NOTE 10 – SHAREHOLDERS’ EQUITY (continue)
Transactions
On
August 31, 2021, the Company issued shares of common stock to its legal advisor in
respect of consulting services related to assisting the Company with its follow-on-offering registration statements, which, as of December
31, 2022, are expected to be provided until June 30, 2023. The Company estimated the fair value of the shares issued based on the share
price at the agreement date (which was $),
at $
Between
August and October 2021, the Company and certain investors entered into subscription agreements for a private placement of units of the
Company securities (the “2021 Private Placements”) where each unit (a “Unit” and collectively the “Units”)
is comprised of (i) one share of the Company’s Common Stock and (ii) one common stock purchase warrant to purchase an additional
share of the Company’s Common Stock through the second anniversary thereof at a per share exercise price of $
On
November 10, 2021, the Company entered into an agreement with a consultant with a term of 12 months under which it undertook to issue
to the consultant restricted stock for services rendered during the initial six months, representing $
On
November 11, 2022, the Board of Director of the Company approved the issuance of shares of common stock to a principal
shareholder of CrossMobile in consideration for his efforts to complete the CrosssMobile transaction. The Company estimated the fair
value of the common shares issued based on the share price of the Company as of the date of the agreement at $
For
the year ended December 31, 2022, the Company and certain investors entered into subscription agreements for a private placement of units
of the Company securities in an aggregated amount of $
In
May 2022, the Company and certain investors entered into subscription agreements for a private placement of units of the Company securities
(the “May 2022 Private Placements”) in an aggregated amount of $
| F-20 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars except share and per share data)
NOTE 10 – SHAREHOLDERS’ EQUITY (continue)
On May 19, 2022, the Company issued shares of the Company’s common stock to a service provider in exchange for certain tax services. The Company estimated the value of the shares issued at $ based on the share price of the Company as of the issuance date and recorded them as part of the share based compensation expenses during the year ended December 31, 2022.
On August 10, 2022, the Company entered into an agreement with a consultant with a term of 12 months under which it undertook to issue to the consultant restricted stock for investor relations services. The Company estimated the fair value of the shares issued at $ of which $ were recorded as share based compensation expenses in the year ended December 31, 2022 and the remaining $ were recorded in the year ended December 31, 2023. As of December 31, 2023, no shares have been issued to the consultant under the above agreement.
On October 25, 2022, the Company issued to CrossMobile shares of the Company’s common stock (see note 1 and 7 above).
On
November 1, 2022, the Company entered into a binding term sheet, which was subsequently replaced and superseded in April 2023 by a binding
investment agreement, with George Baumeohl, a Company’s director, pursuant to which Mr. Baumeohl has agreed to support Company’s
operation by way of an equity investment of up to $
On
February 8, 2023, the Company entered into an investment agreement with a shareholder pursuant to which it raised $
On
February 8, 2023, the Company issued to the investor specified in item a above and a 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 $
On May 15, 2023, the Company issued shares of common stock as consideration under InstaView Transaction (see note 8 above).
On June 21, 2021, the Board of Directors approved the 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to which the Company may issue awards, from time to time, consisting of non-qualified stock options, restricted stock and restricted stock units and stock option awards qualify under Section 102 of the Israeli Tax Ordinance (New Version) 1961 (“ITO”), and/or under Section 3(i) of the ITO.
On January 1, 2022, the Company granted options under the 2021 Plan to purchase shares of the Company’s common stock to a member of its advisory board. Options to purchase shares of common stock shall vest on the first anniversary of the agreement and the remaining options shall vest quarterly, over additional years. The fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of %, a volatility factor between %, dividend yields of % and an expected life of years and was estimated at $.
| F-21 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars except share and per share data)
NOTE 11 - STOCK OPTIONS (continue)
Mr. Tromer, the CEO of CrossMobile, was appointed to the Company’s advisory board in February 2022. In connection with his service on the advisory board, on February 14, 2022, he was awarded options under the 2021 Plan to purchase shares of the Company’s common stock, at a per share exercise price of $, which is the exercise price for all grants to date to member of the Company’s advisory board. Mr. Tromer’s options vest as follows: % (i.e., ) options vest on the first anniversary of the appointment to the advisory board and the balance in increments of shares on each subsequent three (3) month anniversary. The fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of %, a volatility factor of %, dividend yields of % and an expected life of years and was estimated at $.
On May 15, 2022, the Company granted options under the 2021 Plan to directors, employees and service providers to purchase an aggregate of shares of common stock exercisable at a per share exercise price of $. Of the options granted, were issued to CEO. . The fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of %, a volatility factor of %, dividend yields of% and an expected life of years and was estimated at $.
On
September 18, 2022, the Company granted options under the 2021 Plan to a strategic advisor to purchase an aggregate of
shares of common stock exercisable at a per share exercise price of $
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 year ended December 31, 2023 amounted to $ and were recorded as share based compensation under research and development expenses.
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 year ended December 31, 2023 amounted to $ and were recorded as share based compensation under research and development expenses.
| F-22 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars except share and per share data)
NOTE 11 - STOCK OPTIONS (continue)
SCHEDULE OF STOCK OPTION ACTIVITY
| Number of Options | Weighted Average Exercise Price | |||||||
| Outstanding as of December 31,2021 | ||||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited or expired | ( | ) | ||||||
| Outstanding as of December 31, 2022 | ||||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited or expired | ( | ) | ||||||
| Outstanding as of December 31, 2023 | ||||||||
| Number of options exercisable as of December 31, 2023 | ||||||||
The aggregate intrinsic value of the option awards outstanding as of December 31, 2023 is $. These amounts represent the total intrinsic value, based on the Company’s stock price of $ as of December 31, 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.
SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE
| Exercise price | Options outstanding | Weighted average remaining contractual life – years | Options vested | |||||||||||
| As of December 31, 2023 | ||||||||||||||
The options outstanding as of December 31, 2022 have been separated into exercise prices, as follows:
| Exercise price | Options outstanding | Weighted average remaining contractual life – years | Options vested | |||||||||||
| As of December 31, 2022 | ||||||||||||||
As of December 31, 2023, there was $ of total unrecognized compensation cost related to non-vested options. The cost is expected to be recognized over a weighted average period of years. Compensation expense recorded by the Company in respect of its stock-based compensation awards in accordance with ASC 718-10 for the year ended December 31, 2023 and 2022 was $ and $, respectively.
| F-23 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars except share and per share data)
NOTE 12 – RESEARCH AND DEVELOPMENT EXPENSES
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES
| 2023 | 2022 | |||||||
| Year ended December 31 | ||||||||
| 2023 | 2022 | |||||||
| Salaries and related expenses | ||||||||
| Share-based compensation expenses (Notes 10, 11) | ||||||||
| Professional fees and other development costs | ||||||||
| Depreciation and amortization | ||||||||
| Vehicle maintenance | ||||||||
| Rent and office maintenance | ||||||||
| Total Research and Development Expenses | ||||||||
NOTE 13 – GENERAL AND ADMINISTRATIVE EXPENSES
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES
| 2023 | 2022 | |||||||
| Year ended December 31 | ||||||||
| 2023 | 2022 | |||||||
Share-based compensation expenses (Notes 10, 11) | ||||||||
| Professional services | ||||||||
| Salaries and related expenses | ||||||||
| Office expenses | ||||||||
| Rent and office maintenance | ||||||||
| Advertising | ||||||||
| Other expenses | ||||||||
| Total general and administrative expenses | ||||||||
| F-24 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars except share and per share data)
NOTE 14 - 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 year ended December 31, 2022, the Company accounted for its
During
the Year ended December 31, 2023, the Company accounted for its
The following tables summarize the carrying amounts, including changes therein, of our equity method investment in CrossMobile and InstaView during the years ended December 31, 2023 and 2022:
SCHEDULE OF EQUITY METHOD INVESTMENT
| CrossMobile | ||||
| Opening balance as of January 1, 2022 | $ | |||
| Initial investment- common shares | ||||
| Equity in net loss of CrossMobile | ( | ) | ||
| Balance as of October 25, 2022 – date of consolidation | $ | |||
| InstaView | ||||
| Opening balance as of January 1, 2023 | $ | |||
| Equity investment | ||||
| Other comprehensive loss | ( | ) | ||
| Equity loss | ( | ) | ||
| Investments under equity method. | ||||
| Purchased Option | ||||
| Investment in investee as of December 31, 2023 | $ | |||
Impairment of investment | (151,015 | ) | ||
| Investment in investee as of December 31, 2023 | ||||
| F-25 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars except share and per share data)
NOTE 15 – INCOME TAX
| A. | The
Company is subject to the U.S. federal income tax rate of |
Income
of the Israeli company is taxable at enacted tax rate of
Income
of the Poland company is taxable at enacted tax rate between
The Company and its Israeli and Polish subsidiaries have not received final tax assessments since the subsidiaries’ inception.
The Company’s tax years beginning 2016 are open for assessment and, for the subsidiaries, all tax years from commencement are open for assessment.
As
of December 31, 2023, the Company and its subsidiaries have carryforward losses for tax purposes of approximately $
| B. | Composition of loss for the year: |
SCHEDULE OF COMPOSITION OF LOSS
| Year ended December 31 | ||||||||
| 2023 | 2022 | |||||||
U.S. Dollars | ||||||||
| U.S. | ||||||||
| Israel | ||||||||
| Poland | ||||||||
| Income loss from continuing operation | ||||||||
| C. | The following is a reconciliation between the income tax benefit calculated using the federal income tax rate applicable to the Company and the income tax expense reported in the financial statements: |
SCHEDULE OF EFFECTIVE INCOME TAX EXPENSE
| 2023 | 2022 | |||||||
| Year ended December 31 | ||||||||
| 2023 | 2022 | |||||||
| U.S. Dollars | ||||||||
| Pretax loss | ||||||||
| U.S. federal income tax rate | % | % | ||||||
| Income tax benefit computed at the U.S. federal income tax rate | ( | ) | ( | ) | ||||
| Non-deductible expenses | ||||||||
| Share-based compensation | ||||||||
| Remeasurement of deferred taxes due to currency exchange and change in estimations | ( | ) | ||||||
| Effect of differences in corporate income tax rates | ( | ) | ||||||
| Other timing differences | ||||||||
| Change in valuation allowance | ||||||||
| Income tax expense (Benefit) | ||||||||
| F-26 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars except share and per share data)
NOTE 15 – INCOME TAX (continue)
| D. | Deferred taxes are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Significant components of the Company’s deferred tax assets and liabilities are as follows: |
SCHEDULE OF DEFERRED TAX ASSETS
| 2023 | 2022 | |||||||
| December 31 | ||||||||
| 2023 | 2022 | |||||||
| Composition of deferred tax assets: | U.S. Dollars in thousands | |||||||
| Operating loss carry forwards | ||||||||
| Share-based compensation | ||||||||
| Accrued compensation | ||||||||
| Total deferred tax assets | ||||||||
| Valuation allowance | ||||||||
| Total deferred Tax assets | ||||||||
NOTE 16 – RELATED PARTIES
SCHEDULE OF RELATED PARTY EXPENSES
| A. | Transactions and balances with related parties |
| 2023 | 2022 | |||||||
| Year ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| 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: |
| 2023 | 2022 | |||||||
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| Other current assets | ||||||||
| Other accounts liabilities | ||||||||
| Liability for employee rights upon retirement | ||||||||
| Long term loan from related party (*) | ||||||||
| (*) |
NOTE 17 – SUBSEQUENT EVENTS
| 1. | In January and February 2024, the Company received subscription proceeds of $ |
| F-27 |
Exhibit 10.5
Exhibit 31
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
I, Giora Rozensweig, certify that:
1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2023, of World Health Energy Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
April 15, 2024
| By: | /s/ Giora Rosenzweig | |
| Giora Rosenzweig | ||
| (Principal Executive Officer and Principal Financial and Accounting Officer) |
EXHIBIT 32
Certification of Periodic Financial Report by the Chief Executive Officer and
Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K of World Health Energy Holdings, Inc. (the “Company”) for the for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Giora Rozensweig, Interim Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 15, 2024
| By: | /s/ Giora Rosenzweig | |
| Giora Rosenzweig | ||
| (Principal Executive Officer and Principal | ||
| Financial and Accounting Officer) |