on Track Innovations (OTIVF) 10-Q 23 May 22 2022 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 11, 2022
Document Information Line Items
Entity Registrant Name	ON TRACK INNOVATIONS LTD.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		75,775,393
Amendment Flag	false
Entity Central Index Key	0001021604
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-49877
Entity Incorporation, State or Country Code	L3
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	Hatnufa 5
Entity Address, Address Line Two	Yokneam Industrial Zone Box 372
Entity Address, City or Town	Yokneam
Entity Address, Country	IL
Entity Address, Postal Zip Code	2069200
Local Phone Number	4-6868000
City Area Code	972
Entity Interactive Data Current	Yes

Interim Unaudited Condensed Con

Interim Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 1,750	$ 815
Trade receivables (net of allowance for doubtful accounts of $613 and $614 as of March 31, 2022 and December 31, 2021, respectively)	1,956	3,274
Other receivables and prepaid expenses	1,561	1,159
Inventories	3,394	3,200
Total current assets	8,661	8,448
Non-current assets
Restricted bank deposit		105
Long term restricted deposit for employee benefits	518	529
Severance pay deposits	475	485
Property, plant and equipment, net	637	673
Intangible assets, net	166	162
Right-of-use assets due to operating leases	1,965	2,134
Total non-current assets	3,761	4,088
Total Assets	12,422	12,536
Current Liabilities
Short-term bank credit and current maturities of long-term bank loans	2,001	2,095
Convertible short-term loan from shareholders, including a controlling shareholder		1,745
Convertible loan from Nayax Ltd. (“Nayax”)	5,595
Trade payables	2,212	4,657
Other current liabilities	2,464	2,832
Total current liabilities	12,272	11,329
Long-Term Liabilities
Long-term loans, net of current maturities	17	21
Long-term liabilities due to operating leases, net of current maturities	1,514	1,650
Accrued severance pay	1,044	1,038
Total long-term liabilities	2,575	2,709
Total Liabilities	14,847	14,038
Commitments and Contingencies, see note 6
Equity
Ordinary shares of NIS 0.1 par value: Authorized – 120,000,000 shares as of March 31, 2022 and December 31, 2021; issued: 76,954,092 shares as of March 31, 2022 and December 31, 2021; outstanding: 72,789,893 shares as of March 31, 2022 and December 31, 2021	2,008	2,008
Additional paid-in capital	233,498	233,462
Treasury shares at cost - 1,178,699 shares as of March 31, 2022 and December 31, 2021	(2,000)	(2,000)
Accumulated other comprehensive loss	(347)	(348)
Accumulated deficit	(235,584)	(234,624)
Total Equity	(2,425)	(1,502)
Total Liabilities and Equity	$ 12,422	$ 12,536

Interim Unaudited Condensed C_2

Interim Unaudited Condensed Consolidated Balance Sheets (Parentheticals) $ in Thousands	Mar. 31, 2022USD ($)shares	Mar. 31, 2022₪ / shares	Dec. 31, 2021USD ($)shares	Dec. 31, 2021₪ / shares
Statement of Financial Position [Abstract]
Net of allowance for doubtful accounts (in Dollars) | $	$ 613		$ 614
Ordinary shares, par value (in New Shekels per share) | ₪ / shares		₪ 0.1		₪ 0.1
Ordinary shares, shares authorized	120,000,000		120,000,000
Ordinary shares, shares issued	76,954,092		76,954,092
Ordinary shares, shares outstanding	72,789,893		72,789,893
Treasury shares, at cost	1,178,699		1,178,699

Interim Unaudited Condensed C_3

Interim Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues
Sales	$ 2,465	$ 2,387
Software as a Service (“SaaS”)	428	382
Total revenues	2,893	2,769
Cost of revenues
Cost of sales	1,543	1,366
Total cost of revenues	1,543	1,366
Gross profit	1,350	1,403
Operating expenses
Research and development	731	838
Selling and marketing	580	605
General and administrative	853	746
Total operating expenses	2,164	2,189
Operating loss from continuing operations	(814)	(786)
Loss from change in fair value of embedded derivative		(1,974)
Other financial (expenses) income, net	(146)	4
Financial (expenses) income, net	(146)	(1,970)
Loss from continuing operations before taxes on income	(960)	(2,756)
Income tax benefits, net		13
Loss from continuing operations	(960)	(2,743)
Loss from discontinued operations		(418)
Net loss	$ (960)	$ (3,161)
Basic and diluted net loss attributable to shareholders per ordinary share
From continuing operations (in Dollars per share)	$ (0.01)	$ (0.05)
From discontinued operations (in Dollars per share)	0	(0.01)
Total (in Dollars per share)	$ (0.01)	$ (0.06)
Weighted average number of ordinary shares used in computing basic and diluted net loss per ordinary share (in Shares)	72,789,893	57,470,208

Interim Unaudited Condensed C_4

Interim Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Total comprehensive loss:
Net loss	$ (960)	$ (3,161)
Exchange differences on translation of foreign continuing operations	1	(85)
Exchange differences on translation of foreign discontinued operations		(52)
Total comprehensive loss	$ (959)	$ (3,298)

Interim Unaudited Condensed C_5

Interim Unaudited Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Number of Shares issued	Share capital	Additional paid-in capital	Treasury Shares (at cost)	Accumulated other comprehensive Income (loss)	Accumulated deficit	Total
Balance at Dec. 31, 2020		$ 1,423	$ 227,209	$ (2,000)	$ (961)	$ (222,965)	$ 2,706
Balance (in Shares) at Dec. 31, 2020	55,003,076
Classification of embedded derivative from liability to equity			3,566				3,566
Stock-based compensation			14				14
Foreign currency translation adjustments					(137)		(137)
Net loss						(3,161)	(3,161)
Balance at Mar. 31, 2021		1,423	230,789	(2,000)	(1,098)	(226,126)	2,988
Balance (in Shares) at Mar. 31, 2021	55,003,076
Balance at Dec. 31, 2021		2,008	233,462	(2,000)	(348)	(234,624)	(1,502)
Balance (in Shares) at Dec. 31, 2021	76,954,092
Stock-based compensation			36				36
Foreign currency translation adjustments					1		1
Net loss						(960)	(960)
Balance at Mar. 31, 2022		$ 2,008	$ 233,498	$ (2,000)	$ (347)	$ (235,584)	$ (2,425)
Balance (in Shares) at Mar. 31, 2022	76,954,092

Interim Unaudited Condensed C_6

Interim Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from continuing operating activities
Net loss from continuing operations	$ (960)	$ (2,743)
Adjustments required to reconcile net loss to net cash provided by continuing operating activities:
Stock-based compensation related to options, restricted stock awards and shares issued to employees and others	36	14
Accrued interest and linkage differences, net	(51)	(169)
Transaction expenses related to convertible loan received	108	10
Loss from change in fair value of embedded derivative		1,974
Depreciation and amortization	83	100
Deferred tax benefits, net		(13)
Changes in operating assets and liabilities:
Change in accrued severance pay, net	16	(13)
Increase (decrease) in trade receivables, net	1,310	(764)
Decrease (increase) in other receivables and prepaid expenses	(406)	50
Decrease (increase) in inventories	(198)	110
(Decrease) in trade payables	(2,435)	(169)
(Decrease) increase in other current liabilities	(269)	152
Net cash used in continuing operating activities	(2,766)	(1,461)
Cash flows from continuing investing activities
Purchase of property and equipment and intangible assets	(59)	(29)
Net cash used in continuing investing activities	(59)	(29)
Cash flows from continuing financing activities
Increase in short-term bank credit	2,000
Repayment of short-term bank credit	(2,054)	(1,160)
Repayment of convertible short-term loan received from shareholders, net of transaction expenses	(1,758)	961
Convertible loan received from Nayax	5,500
Repayment of long-term loans	(8)	(2)
Net cash provided by (used in) continuing financing activities	3,680	(201)
Net cash (used in) provided by discontinued operating activities	(19)	3
Net cash provided by discontinued investing activities		2,091
Net cash provided by discontinued financing activities
Total net cash (used in) provided by discontinued operations	(19)	2,094
Effect of exchange rate changes on cash and cash equivalents	(5)	(98)
Increase in cash, cash equivalents and restricted cash	830	305
Cash, cash equivalents and restricted cash - beginning of the period	920	2,499
Cash, cash equivalents and restricted cash - end of the period	1,750	2,804
Cash paid during the period for:
Interest paid	169	22	[1]
Income taxes paid	27
Income tax refund received		6
Supplemental disclosures of non-cash flow information
Payables due to transaction expenses related to convertible short-term loan received	95	38
Payables due to purchase of property and equipment and intangible assets		30
Classification of embedded derivative from liability to equity		$ 3,566
[1]	Including $7 that derives from discontinued operations.

Organization and Basis of Prese

Organization and Basis of Presentation	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Basis of Presentation	Note 1 - Organization and Basis of Presentation A. Description of business On Track Innovations Ltd. (the “Company”) was founded in 1990, in Israel. The Company and its subsidiaries (together, the “Group”) are principally engaged in the field of design and development of cashless payment solutions. The Company’s ordinary shares are quoted for trading on the OTCQX market (formerly listed on the Nasdaq Capital Market until October 31, 2019). On January 10, 2022, the Company filed a petition (the “Petition”) with the Israeli county court of Nazareth, seeking protections from its creditors in accordance with the Israeli Insolvency and Economic Rehabilitation Law-2018, after the Company’s Board of Directors determined that the Company is insolvent from a cash flow perspective. On January 19, 2022, the Company entered into a binding term sheet (the “Term Sheet”), with Nayax Ltd. (“Nayax”). The Term Sheet provides that the Company and Nayax will enter into a two-step transaction relating to (i) Nayax extending to the Company a senior secured convertible loan in amount of $5,500 (the “Nayax Loan”), and (ii) the purchase by Nayax of 100% of the Company’s share capital in consideration for $4,500. Consequently, to the entry into the Term Sheet, and at the Company’s request, the Israeli county court of Nazareth dismissed the Petition. On January 27, 2022 (the “Effective Date”), the Company entered into a definitive agreement and debenture relating to the Nayax Loan (the “Nayax Loan Agreement”). On March 17, 2022, the Company entered into an Agreement and Plan of Merger, with Nayax and OTI Merger Sub Ltd., an |Israeli company, wholly owned by Nayax, (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a direct wholly-owned subsidiary of Nayax, in exchange for $4,500 in cash (the “Merger”). On May 10, 2022, the Merger was approved by the shareholders of the Company. The completion of the Merger is further subject to the applicable waiting periods as follows: (i) the lapse of a 50-day waiting period counted as of the filing of the Merger proposal with the Israeli Registrar of Companies, which was filed on April 7, 2022, and (ii) the lapse of a 30-day waiting period counted as of the date of approval of the Merger by the shareholders (i.e., May 10, 2022), as well as the delivery of notifications to the creditors of the Company, and all in accordance with applicable law and the fulfillment of certain closing conditions. At March 31, 2022, the Company operates in two operating segments: (a) Retail, and (b) Petroleum (see Note 11). B. Interim Unaudited Financial Information The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and therefore should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 that the Company filed with the U.S. Securities and Exchange Commission on April 13, 2022, as amended on April 15, 2022. In the opinion of management, all adjustments considered necessary for a fair statement, consisting of normal recurring adjustments, have been included. Operating results for the three month period ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the assets, liabilities, revenue, costs, expenses and accumulated other comprehensive loss that are reported in the Interim Consolidated Financial Statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates. C. Liquidity and Capital Resources The Company has had recurring losses and cash outflows from operating activities. It has an accumulated deficit as of March 31, 2022 of $233,498 and a shareholder’s deficit of $2,425. As of March 31, 2022 the Company also has a payable balance on its short-term bank loan, that is due within the next 12 months of $2,001 and a convertible short-term loan from Nayax including accrued interest, of $5,595. On January 10, 2022, the Company filed the Petition with the Court, seeking protections from its creditors in accordance with the Israeli Insolvency and Economic Rehabilitation Law-2018, after the Company’s Board of Directors determined that the Company is insolvent from a cash flow perspective. However, following the signing of the Term Sheet with Nayax, as mentioned in Note 1A, such Petition was dismissed. At the end of January 2022, the Company signed the Nayax Loan Agreement under which Nayax provided the Company with a loan in an amount of $5,500, as mentioned in Note 1A, and received the proceeds from this Nayax Loan. Consequently, all amounts due under the convertible loan from shareholders (including the Company’s controlling shareholder) and the bank loan, were paid in full. In addition, Nayax has provided the Company with a full guarantee for a $2,000 short-term loan provided to the Company by a bank at the end of February 2022, and additional guarantees to the Company’s suppliers and subcontractors to allow it to maintain its ongoing production and sale of its products. Subsequent to the balance sheet date, On April 26, 2022, Nayax extended an additional amount of $1,000 to the Company, which is added to the previous $5,500 loan and shall be subject to the provisions of the Nayax Loan. In the event where the Merger, as mentioned in Note 1A, is not completed, under certain circumstances, the Company will be required to pay Nayax a termination fee of $1,500. Furthermore, non-completion of the Merger would be considered an “event of default” under the Nayax Loan Agreement, which can result in Nayax’s requirement for an immediate repayment of the Nayax Loan, or an increase of the annual interest on the Nayax Loan from 10% to 16% interest, at Nayax’s sole discretion. At any time after the earlier of (i) an event of default, as contemplated in the Nayax Loan Agreement, or (ii) the completion of the Merger Agreement, and prior to the repayment of the Nayax Loan which shall be due and payable in full by the Company on the second anniversary of the Effective Date, Nayax is entitled, at its sole discretion, to convert the Nayax Loan into ordinary shares of the Company at a price per share equal to $0.043. The Company will also be required to repay the bank loan provided with Nayax’s guarantee and would be exposed to a risk of not being able to conduct the Company’s business due to the loss of the guarantees provided by Nayax to the Company’s suppliers and subcontractors. Based on the projected cash flows and the Company’s cash balances as of March 31, 2022, the Company believes that without: (1) the completion of the Merger and increase of the Company’s cash by receiving additional loans from Nayax (at Nayax’s sole discretion) under the terms set under the Nayax Loan Agreement; or (2) other increase in the Company’s cash, the Company will not have sufficient resources to enable it to continue its operations for a period of at least the next 12 months from the date of this filing, and may need to commence insolvency proceedings. As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. C. Liquidity and Capital Resources (cont’d) Since inception, the Company’s principal sources of liquidity have been revenues, proceeds from sales of equity securities, borrowings from banks, government and shareholders, including convertible loans, proceeds from the exercise of options and warrants as well as proceeds from the divestiture of parts of the Company’s businesses. The Company had cash and cash equivalents of $1,750 as of March 31, 2022. The ongoing situation in Poland resulting from the coronavirus (“COVID-19”) pandemic, led to an almost complete stop to the Company’s Mass Transit Ticketing sales business, which negatively impacted the Company’s cash flow. On April 21, 2021, the Company completed the sale of its subsidiary ASEC S.A., including its Mass Transit Ticketing activity. The results, including the revenues, and the cash flows of the Mass Transit Ticketing operation for all reporting periods are presented in the statements of operations and in the statements of cash flows, respectively, as discontinued operations separately from continuing operations. In connection with the outbreak of the COVID-19 pandemic, the Company has taken steps to protect its workforce in Israel, South Africa, the United States, Poland, and elsewhere. Such steps include working from home where possible, minimizing face-to-face meetings, utilizing video conferencing as much as possible, social distancing at facilities and elimination of most international travel. The Company continues to comply with all local health directives. The global shortage in components, which caused an increase in components prices, freight cost and longer lead-time, created a delay in fulfilling customers’ orders which adversely impacted the Company’s revenues and product gross margin, mainly in the Retail segment. As a response to this business environment, the Company encouraged its customers to provide a forecast for their demand. The Company continues to maintain a comprehensive network of world-wide suppliers in order to optimize its access to critical components. As long as the COVID-19 pandemic continues, and possibly also thereafter, the components’ lead-time may be longer than normal, and the shortage in components may continue or get worse. It is difficult to predict with certainty what other impacts the COVID-19 pandemic may have on the Company.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 - Significant Accounting Policies Except as described in Note 2A below, these interim unaudited condensed consolidated financial statements have been prepared according to the same accounting policies as those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. A. Recently Adopted Accounting Pronouncements 1. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This pronouncement simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the ASU simplifies accounting for convertible instruments by removing major separation models required under current accounting standard. In addition, the ASU removes certain settlement conditions that are required for equity contracts to qualify for it and simplifies the diluted earnings per share calculations in certain areas. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted for annual periods beginning after December 15, 2020. The Company adopted ASU 2020-06 in the first quarter of 2022 using the modified retrospective method. The adoption of this accounting standard did not have a material effect on the Company’s financial position, results of operations and cash flows. B. Recent Accounting Pronouncements 1. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. The Company currently does not expect the adoption of this accounting standard to have a material impact on its consolidated financial statements.

Other Receivables and Prepaid E

Other Receivables and Prepaid Expenses	3 Months Ended
	Mar. 31, 2022
Other Income and Expenses [Abstract]
Other Receivables and Prepaid Expenses	Note 3 - Other Receivables and Prepaid Expenses March 31 December 31 2022 2021 Government institutions $ 373 $ 149 Prepaid expenses 197 166 Suppliers advance 934 791 Other receivables 57 53 $ 1,561 $ 1,159

Other Current Liabilities

Other Current Liabilities	3 Months Ended
	Mar. 31, 2022
Other Current Liabilities [Abstract]
Other Current Liabilities	Note 4 - Other Current Liabilities March 31 December 31 2022 2021 Employees and related expenses $ 545 $ 977 Accrued expenses 1,101 1,060 Customer advances 158 64 Short-term liabilities due to operating leases and current maturities 611 691 Other current liabilities 49 40 $ 2,464 $ 2,832

Loans

Loans	3 Months Ended
	Mar. 31, 2022
Convertible Short-Term Loan from a Controlling Shareholder [Abstract]
Loans	Note 5 - Loans 1. Convertible short-term loan from Shareholders On December 9, 2020, the Company entered into a loan financing agreement (the “Loan Agreement”), with Jerry L. Ivy, Jr., Descendants’ Trust (“Ivy”, or the “Lender”), the Company’s Controlling Shareholder (as such term is defined under the Israeli Companies Law, 5759-1999, as amended (the “Companies Law”)). The Loan Agreement provides that the Lender will extend a loan to the Company in the amount of up to $1,500 (the “Loan Amount”), payable in two tranches: one of $625 at the initial closing that took place on December 17, 2020, and the other of $875 at the second closing that took place on January 28, 2021. The Loan Agreement was amended to allow for an additional lender (the “Additional Lender”) to lend $100 under the same terms as Ivy. Accordingly, the aggregate gross amount the Company received under the Loan Agreement was $1,600, out of which $975 took place as part of the second closing on January 28, 2021. On January 28, 2022, the Secured Amount of $1,758 (including accrued interest of $158) was repaid to the Lender and the Additional Lender. 2. Convertible loan from Nayax On January 27, 2022, the Company entered into a senior secured convertible loan financing agreement with Nayax in the amount of $5,500, which was increased by an additional amount of $1,000 on April 26, 2022, bringing the Loan Amount to a total of $6,500. Nayax may, at its sole discretion, extend additional amounts to the Company under this Agreement in order, among other things, to allow the Company to pay its debts as they become due. The Loan is subject to a 10% interest per year and the accumulated interest and value added tax, if any, is payable quarterly commencing on April 1, 2022. The accumulated interest accrued for the period between January 27, 2022 to March 31, 2022 is approximately $95 which the Company has not paid to Nayax. The Nayax Loan matures on the second anniversary of the closing of the Loan. Non-completion of the merger would be considered an “event of default” under the Nayax Loan Agreement, which can result in Nayax’s requirement for an immediate repayment of the Nayax Loan, or an increase of the annual interest on the Nayax Loan from 10% to 16% interest, at Nayax’s sole discretion. At any time after the earlier of (i) an event of default, as contemplated in the Nayax Loan Agreement, or (ii) the completion of the Merger Agreement, and prior to the repayment of the Nayax Loan, Nayax is entitled, at its sole discretion, to convert the Nayax Loan into ordinary shares of the Company at a price per share equal to $0.043. 3. Short-term bank loan On February 28, 2022, the Company received a $2,000 short-term loan which is being rolled over on a monthly basis (i.e., repaid and re-provided monthly basis). The loan bears an annual interest rate of SOFR plus 2.45%. Nayax has provided the Company a full guarantee for this loan.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 6 - Commitments and Contingencies A. Other contingency The Company has entered into several research and development agreements, pursuant to which the Company received grants from the Israel Innovation Authority (“IIA”), and is therefore obligated to pay royalties to the IIA at a rate of 3%-3.5% of its sales up to the amounts granted (linked to the U.S. dollar with annual interest at LIBOR as of the date of approval, for programs approved from January 1, 1999 and thereafter). The total amount of grants received as of March 31, 2022, net of royalties paid, was approximately $3,400 (including accrued interest). No grants from the IIA were received during the three months ended March 31, 2022 and 2021. There is a dispute between the Company and the IIA in the amount of approximately NIS 3,600 ($1,133) including accrued interest (while the current debt to the IIA as presented in the Company’s financial statements amounts to approximately $122) due to a claim of the IIA about miscalculations in the amount of royalties paid by the Company and the revenues on which the Company must pay royalties. The company has not yet completed its discussions with the IIA and intends to exhaust all options in order to resolve this matter in a favorable manner. Management believes that, at the current stage, it is more likely than not that a positive resolution will be applied to this dispute. Accordingly, no additional accrual has been recorded in the financial statements in respect of this matter. During the three months ended March 31, 2022 and 2021, there were no royalty expenses. B. Guarantees Nayax has provided the Company with a full guarantee for a $2,000 short-term loan provided to the Company by a bank, and additional guarantees to the Company’s suppliers and subcontractors to allow it to maintain its ongoing production and sale of its products. Notes to the Interim Unaudited Condensed Consolidated Financial Statements US dollars , NIS and Euro in thousands, except share and per share data

Revenues

Revenues	3 Months Ended
	Mar. 31, 2022
Revenues [Abstract]
Revenues	Note 7 - Revenues Disaggregation of revenue The following tables disaggregate the Company’s revenue by major source based on categories that depict its nature and timing as reviewed by management for the three months ended March 31, 2022 and 2021: Three months ended March 31 2022 Retail Petroleum Total Cashless payment products (A) $ 1,705 $ - $ 1,705 Complete cashless payment solutions (B): Sales of products (B1) 99 557 656 SaaS and services (B2) 311 221 532 411 778 1,188 Total revenues $ 2,115 $ 778 $ 2,893 Three months ended March 31 2021 Retail Petroleum Total Cashless payment products (A) $ 1,524 $ - $ 1,524 Complete cashless payment solutions (B): Sales of products (B1) 421 239 660 SaaS and other services (B2) 337 248 585 758 487 1,245 Total revenues $ 2,282 $ 487 $ 2,769 Performance obligations Below is a listing of performance obligations for the Company’s main revenue streams: A. Cashless payment products – The performance obligation is the selling of contactless payment products. Most of those products are Near Field Communication (NFC) readers. For such sales the performance obligation, transfer of control and revenue recognition occur when the products are delivered. B. Complete cashless payment solutions – The complete solution includes selling of products and complementary services, as follows: 1. Sales of products – ● Selling of contactless payment products (see A above) together with payment gateways and machine-to-machine controllers. ● Selling of petroleum payment solutions including site and vehicle equipment. For such sales, the performance obligation, transfer of control and revenue recognition occur when the products are delivered. 2. SaaS and other services - The types of arrangements and their main performance obligations are as follows: ● To provide terminal management system licensing for software that is responsible for remote terminal management and cloud-based software licensing which provide data insights. For such services, the revenue recognition occurs as the services are rendered since the performance obligation is satisfied over time. ● To provide technical and customer services for products. For such services, the performance obligation is satisfied over time and therefore revenue recognition occurs as the services are rendered. The Company includes a warranty in connection with certain contracts with customers, which are not considered to be separate performance obligations. The cost to the Company of this warranty is insignificant. Contract balances March 31 December 31 2022 2021 Trade receivables, net of allowance for doubtful accounts $ 1,956 $ 3,274 Customer advances $ 158 $ 64 Accounts receivable are recognized when the right to consideration becomes unconditional based upon contractual billing schedules.

Discontinued Operations

Discontinued Operations	3 Months Ended
	Mar. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Discontinued operations	Note 8 - Discontinued operations The Company divested its interest in the Mass Transit Ticketing activity and the SmartID division and presented these activities as discontinued operations. Set forth below are the results of the discontinued operations: Three months ended March 31 2022 2021 Revenues $ - $ 488 Expenses - (877 ) Other loss, net - (29 ) Net loss from discontinued operations $ - $ (418 )

Fair Value of Financial Instrum

Fair Value of Financial Instruments	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	Note 9 - Fair Value of Financial Instruments The Company’s financial instruments consist mainly of cash and cash equivalents, short-term interest bearing investments, accounts receivable, restricted deposits for employee benefits, accounts payable and short-term, long-term loans and convertible loan from Nayax. Fair value for the measurement of financial assets and liabilities is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company utilizes a valuation hierarchy for disclosure of the inputs for fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: ● Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. ● Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. By distinguishing between inputs that are observable in the market place, and therefore more objective, and those that are unobservable and therefore more subjective, the hierarchy is designed to indicate the relative reliability of the fair value measurements. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company, in estimating fair value for financial instruments, determined that the carrying amounts of cash and cash equivalents, trade receivables, short-term bank credit and trade payables are equivalent to, or approximate their fair value due to the short-term maturity of these instruments. The carrying amounts of variable interest rate long-term loans and convertible loan from Nayax are equivalent or approximate to their fair value as they bear interest at approximate market rates. Derivatives Embedded derivatives are separated from the host contract and carried at fair value when (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and (2) a separate, standalone instrument with the same terms would qualify as a derivative instrument. The derivative is measured both initially and in subsequent periods at fair value, with changes in fair value charged to financial expenses, net. Transaction expenses related to the embedded derivatives are recognized as financial expenses at the date of the initial recognition.

Equity

Equity	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Equity	Note 10 - Equity A. Stock option plans During each of the three-month periods ended March 31, 2022 and March 31, 2021, 0 and 632,500 options were granted, respectively. The vesting period for the options is three years. The average exercise prices for the options that were granted during the three months ended March 31, 2021, are $0.23, respectively. Those options expire up to five years after the date of grant. Any options which are forfeited or cancelled before expiration become available for future grants under the Company’s option plan. The fair value of each option granted to employees during the three months ended March 31, 2021 was estimated on the date of grant, using the Black-Scholes model and the following assumptions: Three months ended 2022 2021 Expected dividend yield - 0 % Expected volatility (average) - 113.48 % Risk-free interest rate (average) - 0.17 % Expected life - in years - 2.50 1. Dividend yield of zero percent for all periods. 2. Expected average volatility represents a weighted average standard deviation rate for the price of the Company’s ordinary shares on Nasdaq and on the OTCQX market, as applicable. 3. Risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. 4. Estimated expected lives are based on historical grants data. The Company’s options activity (including options to non-employees) and options outstanding and options exercisable as of December 31, 2021 and March 31, 2022, are summarized in the following table: Number of Weighted options average outstanding price per share Outstanding – December 31, 2021 649,000 $ 0.42 Options granted - - Options expired or forfeited (37,998 ) $ 0.24 Outstanding – March 31, 2022 611,002 $ 0.43 Exercisable as of: December 31, 2021 139,678 $ 0.85 March 31, 2022 288,682 $ 0.54 The weighted average fair value of options granted during the three months ended March 31, 2021 is $0.14 per option. The aggregate intrinsic value of outstanding options as of each of March 31, 2022 and December 31, 2021 is $0. The aggregate intrinsic value of exercisable options as of each of March 31, 2022 and December 31, 2021 is $0. The following table summarizes information about options outstanding and exercisable (including options to non-employees) as of March 31, 2022: Options outstanding Options Exercisable Number Weighted Number Weighted outstanding average Weighted Outstanding average Weighted as of remaining Average as of remaining Average Range of March 31, contractual Exercise March 31, contractual Exercise exercise price ($) 2022 life (years) Price ($) 2022 life (years) Price ($) 0.20-0.84 509,002 3.34 0.43 221,682 2.96 0.34 1.07-1.22 102,000 0.66 1.21 67,000 0.66 1.21 611,002 2.89 288,682 2.43 As of March 31, 2022, there was approximately $61 of total unrecognized compensation cost related to non-vested stock-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of approximately 1.15 years. B Equity Incentive Plan On July 19, 2021, and September 22, 2021, each of the compensation committee of the Board (the “Committee”) and the Board approved a new incentive plan (the “Equity Incentive Plan”). In the fourth quarter of 2021, following the filing of the Equity Incentive Plan with the Israeli Tax Authorities, the waiver of certain options and signing of appropriate grant documents by the grantees, the Company granted 2,985,500 restricted shares (“RSAs”) to employees pursuant to the Equity Incentive Plan with a concurrent cancelation of options granted to some executive officers in previous quarters. The RSAs will vest over an up to three-year vesting period. RSAs to the directors of the Company, had been subject, in addition to the conditions set forth above, to the approval of the amended compensation policy in the annual general meeting of the shareholders of the Company, which was occurred on December 2, 2021. The Company does not plan to issue any additional securities under its 2001 Stock Option Plan. The company granted RSAs, among others, to some executive officers in exchange for their agreement to forfeit their outstanding options that were granted under the 2001 Stock Option Plan. The cancelation of the existing equity-classified award along with a concurrent grant of a replacement award, was accounted for as a modification. The modification amount resulted in an insignificant incremental fair value. The fair value of each RSA granted to employees was calculated based on the intrinsic value on the grant date. The Company’s RSA activity during 2022 and information as to RSAs outstanding and RSAs exercisable as of March 31, 2022 is summarized in the following table: Weighted Number of average RSAs price per share Outstanding – December 31, 2021 2,985,500 $ 0.03 RSAs granted 255,000 $ 0.03 RSAs expired or forfeited (315,500 ) $ 0.03 Outstanding – March 31, 2022 2,925,000 $ 0.03 Exercisable as of: December 31, 2021 189,682 $ 0.03 March 31, 2022 38,848 $ 0.03 The weighted average grant date fair value of RSAs granted is $0.03 per RSA during 2021. The aggregate intrinsic value of outstanding options as of March 31, 2022 and December 31, 2021 is $273 and $269, respectively. The aggregate intrinsic value of exercisable options as of March 31, 2022 and December 31, 2021 is $4 and $17, respectively. The following table summarizes information about RSAs outstanding and exercisable as of March 31, 2022: RSAs outstanding RSAs exercisable Number Number outstanding Weighted Outstanding Weighted as of Average As of Average Range of March 31, Exercise March 31, Exercise exercise price 2022 Price 2022 Price $ 0.03 2,925,000 $ 0.03 38,848 $ 0.03 As of March 31, 2022, there was $298 of total unrecognized compensation cost related to non-vested stock-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 1.53 years. C. During the three months ended March 31, 2022, and March 31, 2021, the Company recorded stock-based compensation expenses in the amount of $36 and $14, respectively, in accordance with ASC 718, Compensation-Stock Compensation. D. Stock options and warrants in the amounts of 130,727,281 and 15,086,837 outstanding as of March 31, 2022 and 2021, respectively, have been excluded from the calculation of the diluted net loss per ordinary share because all such securities have an anti-dilutive effect for all periods presented.

Segment Reporting

Segment Reporting	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
Segment Reporting	Note 11 - Segment Reporting For the purposes of allocating resources and assessing performance in order to improve profitability, the Company’s chief operating decision maker (“CODM”) examines two segments which are the Company’s strategic business units: (1) Retail, and (2) Petroleum. Information regarding the results of each reportable segment is included below based on the internal management reports that are reviewed by the CODM. Three months ended Retail Petroleum Total Revenues $ 2,116 $ 777 $ 2,893 Reportable segment gross profit (*) 898 442 1,340 Reconciliation of reportable segment gross profit to gross profit for the period Depreciation (7 ) Stock-based compensation (3 ) Gross profit $ 1,350 Three months ended Retail Petroleum Total Revenues $ 2,282 $ 487 $ 2,769 $ Reportable segment gross profit (*) 1,179 233 1,412 Reconciliation of reportable segment gross profit to gross profit for the period Depreciation (8 ) Stock-based compensation (1 ) Gross profit $ 1,403 (*) Gross profit as reviewed by the CODM, represents gross profit, adjusted to exclude depreciation and stock-based compensation .

Related Party

Related Party	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related party	Note 12 - Related party Regarding transactions and balances with a related party, Ivy, a controlling shareholder, see Notes 5(1).

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent events	Note 13 - Subsequent events 1. On April 26, 2022, Nayax extended an additional amount of $1,000 of borrowings to the Company, as mentioned in note 1(C).

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Recently Adopted Accounting Pronouncements	A. Recently Adopted Accounting Pronouncements 1. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This pronouncement simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the ASU simplifies accounting for convertible instruments by removing major separation models required under current accounting standard. In addition, the ASU removes certain settlement conditions that are required for equity contracts to qualify for it and simplifies the diluted earnings per share calculations in certain areas. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted for annual periods beginning after December 15, 2020. The Company adopted ASU 2020-06 in the first quarter of 2022 using the modified retrospective method. The adoption of this accounting standard did not have a material effect on the Company’s financial position, results of operations and cash flows.
Recent accounting pronouncements	B. Recent Accounting Pronouncements 1. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. The Company currently does not expect the adoption of this accounting standard to have a material impact on its consolidated financial statements.

Other Receivables and Prepaid_2

Other Receivables and Prepaid Expenses (Tables)	3 Months Ended
	Mar. 31, 2022
Other Income and Expenses [Abstract]
Schedule of other receivables and prepaid expenses	March 31 December 31 2022 2021 Government institutions $ 373 $ 149 Prepaid expenses 197 166 Suppliers advance 934 791 Other receivables 57 53 $ 1,561 $ 1,159

Other Current Liabilities (Tabl

Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2022
Other Current Liabilities [Abstract]
Schedule of other current liabilities	March 31 December 31 2022 2021 Employees and related expenses $ 545 $ 977 Accrued expenses 1,101 1,060 Customer advances 158 64 Short-term liabilities due to operating leases and current maturities 611 691 Other current liabilities 49 40 $ 2,464 $ 2,832

Revenues (Tables)

Revenues (Tables)	3 Months Ended
	Mar. 31, 2022
Revenues [Abstract]
Schedule of disaggregation of revenue	Three months ended March 31 2022 Retail Petroleum Total Cashless payment products (A) $ 1,705 $ - $ 1,705 Complete cashless payment solutions (B): Sales of products (B1) 99 557 656 SaaS and services (B2) 311 221 532 411 778 1,188 Total revenues $ 2,115 $ 778 $ 2,893 Three months ended March 31 2021 Retail Petroleum Total Cashless payment products (A) $ 1,524 $ - $ 1,524 Complete cashless payment solutions (B): Sales of products (B1) 421 239 660 SaaS and other services (B2) 337 248 585 758 487 1,245 Total revenues $ 2,282 $ 487 $ 2,769
Schedule of contract balances	March 31 December 31 2022 2021 Trade receivables, net of allowance for doubtful accounts $ 1,956 $ 3,274 Customer advances $ 158 $ 64

Discontinued Operations (Tables

Discontinued Operations (Tables)	3 Months Ended
	Mar. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Schedule of the results of the discontinued operations	Three months ended March 31 2022 2021 Revenues $ - $ 488 Expenses - (877 ) Other loss, net - (29 ) Net loss from discontinued operations $ - $ (418 )

Equity (Tables)

Equity (Tables)	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Schedule of black-scholes model and assumptions	Three months ended 2022 2021 Expected dividend yield - 0 % Expected volatility (average) - 113.48 % Risk-free interest rate (average) - 0.17 % Expected life - in years - 2.50
Schedule of options activity	Number of Weighted options average outstanding price per share Outstanding – December 31, 2021 649,000 $ 0.42 Options granted - - Options expired or forfeited (37,998 ) $ 0.24 Outstanding – March 31, 2022 611,002 $ 0.43 Exercisable as of: December 31, 2021 139,678 $ 0.85 March 31, 2022 288,682 $ 0.54
Schedule of information about options outstanding and exercisable	Options outstanding Options Exercisable Number Weighted Number Weighted outstanding average Weighted Outstanding average Weighted as of remaining Average as of remaining Average Range of March 31, contractual Exercise March 31, contractual Exercise exercise price ($) 2022 life (years) Price ($) 2022 life (years) Price ($) 0.20-0.84 509,002 3.34 0.43 221,682 2.96 0.34 1.07-1.22 102,000 0.66 1.21 67,000 0.66 1.21 611,002 2.89 288,682 2.43
Schedule of information as to RSAs outstanding and RSAs exercisable	Weighted Number of average RSAs price per share Outstanding – December 31, 2021 2,985,500 $ 0.03 RSAs granted 255,000 $ 0.03 RSAs expired or forfeited (315,500 ) $ 0.03 Outstanding – March 31, 2022 2,925,000 $ 0.03 Exercisable as of: December 31, 2021 189,682 $ 0.03 March 31, 2022 38,848 $ 0.03
Schedule of information about RSAs outstanding and exercisable	RSAs outstanding RSAs exercisable Number Number outstanding Weighted Outstanding Weighted as of Average As of Average Range of March 31, Exercise March 31, Exercise exercise price 2022 Price 2022 Price $ 0.03 2,925,000 $ 0.03 38,848 $ 0.03

Segment Reporting (Tables)

Segment Reporting (Tables)	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
Schedule of information regarding the results of each reportable segment	Three months ended Retail Petroleum Total Revenues $ 2,116 $ 777 $ 2,893 Reportable segment gross profit (*) 898 442 1,340 Reconciliation of reportable segment gross profit to gross profit for the period Depreciation (7 ) Stock-based compensation (3 ) Gross profit $ 1,350 Three months ended Retail Petroleum Total Revenues $ 2,282 $ 487 $ 2,769 $ Reportable segment gross profit (*) 1,179 233 1,412 Reconciliation of reportable segment gross profit to gross profit for the period Depreciation (8 ) Stock-based compensation (1 ) Gross profit $ 1,403 (*) Gross profit as reviewed by the CODM, represents gross profit, adjusted to exclude depreciation and stock-based compensation .

Organization and Basis of Pre_2

Organization and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands	May 10, 2022	Jan. 10, 2022	Jan. 19, 2022	Mar. 31, 2022	Apr. 26, 2022	Mar. 17, 2022
Organization and Basis of Presentation (Details) [Line Items]
Convertible loan			the Company entered into a binding term sheet (the “Term Sheet”), with Nayax Ltd. (“Nayax”). The Term Sheet provides that the Company and Nayax will enter into a two-step transaction relating to (i) Nayax extending to the Company a senior secured convertible loan in amount of $5,500 (the “Nayax Loan”), and (ii) the purchase by Nayax of 100% of the Company’s share capital in consideration for $4,500. Consequently, to the entry into the Term Sheet, and at the Company’s request, the Israeli county court of Nazareth dismissed the Petition.
Cash						$ 4,500
Accumulated deficit				$ 233,498
Shareholder’s deficit				2,425
Short-term bank loan				2,001
Accrued interest				5,595
Loan amount		$ 5,500
Short-term loan		$ 2,000
Termination fee				$ 1,500
Price per share (in Dollars per share)				$ 0.043
Cash and cash equivalents				$ 1,750
Subsequent Event [Member]
Organization and Basis of Presentation (Details) [Line Items]
Lease agreement, description	the Merger was approved by the shareholders of the Company. The completion of the Merger is further subject to the applicable waiting periods as follows: (i) the lapse of a 50-day waiting period counted as of the filing of the Merger proposal with the Israeli Registrar of Companies, which was filed on April 7, 2022, and (ii) the lapse of a 30-day waiting period counted as of the date of approval of the Merger by the shareholders (i.e., May 10, 2022), as well as the delivery of notifications to the creditors of the Company, and all in accordance with applicable law and the fulfillment of certain closing conditions.
Additional amount					$ 1,000
Previous loan					$ 5,500
Minimum [Member]
Organization and Basis of Presentation (Details) [Line Items]
Loan interest				10.00%
Maximum [Member]
Organization and Basis of Presentation (Details) [Line Items]
Loan interest				16.00%

Other Receivables and Prepaid_3

Other Receivables and Prepaid Expenses (Details) - Schedule of other receivables and prepaid expenses - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Schedule of other receivables and prepaid expenses [Abstract]
Government institutions	$ 373	$ 149
Prepaid expenses	197	166
Suppliers advance	934	791
Other receivables	57	53
Total other receivables and prepaid expenses	$ 1,561	$ 1,159

Other Current Liabilities (Deta

Other Current Liabilities (Details) - Schedule of other current liabilities - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Schedule of other current liabilities [Abstract]
Employees and related expenses	$ 545	$ 977
Accrued expenses	1,101	1,060
Customer advances	158	64
Short-term liabilities due to operating leases and current maturities	611	691
Other current liabilities	49	40
Total other current liabilities	$ 2,464	$ 2,832

Loans (Details)

Loans (Details) - USD ($)	Feb. 28, 2022	Jan. 27, 2022	Dec. 17, 2020	Jan. 28, 2022	Jan. 28, 2021	Mar. 31, 2022	Mar. 31, 2022	Dec. 09, 2020
Loans (Details) [Line Items]
Initial loan amount		$ 6,500,000
Loan agreement, description							Agreement was amended to allow for an additional lender (the “Additional Lender”) to lend $100 under the same terms as Ivy. Accordingly, the aggregate gross amount the Company received under the Loan Agreement was $1,600, out of which $975 took place as part of the second closing on January 28, 2021.
Secured amount				$ 1,758,000
Accrued interest expenses				$ 158,000
Secured convertible loan		5,500,000
Additional amount		$ 1,000,000
Interest rate						10.00%	10.00%
Accumulated interest						$ 95
Short-term loan receivable	$ 2,000,000
Loan bears an annual interest rate	2.45%
Minimum [Member]
Loans (Details) [Line Items]
Interest rate						10.00%	10.00%
Maximum [Member]
Loans (Details) [Line Items]
Interest rate						16.00%	16.00%
Loan Agreement [Member]
Loans (Details) [Line Items]
Loan payable								$ 1,500,000
Initial loan amount					$ 875,000
One Tranches [Member]
Loans (Details) [Line Items]
Initial loan amount			$ 625,000
Nayax loan [Member]
Loans (Details) [Line Items]
Price per share (in Dollars per share)						$ 0.043	$ 0.043

Commitments and Contingencies (

Commitments and Contingencies (Details)	3 Months Ended
	Mar. 31, 2022USD ($)
Commitments and Contingencies (Textual)
Grants received	$ 3,400,000
Other contingency description	There is a dispute between the Company and the IIA in the amount of approximately NIS 3,600 ($1,133) including accrued interest (while the current debt to the IIA as presented in the Company’s financial statements amounts to approximately $122) due to a claim of the IIA about miscalculations in the amount of royalties paid by the Company and the revenues on which the Company must pay royalties.
Guarantee amount	$ 2,000
Minimum [Member]
Commitments and Contingencies (Textual)
Granted percentage	3.00%
Maximum [Member]
Commitments and Contingencies (Textual)
Granted percentage	3.50%

Revenues (Details) - Schedule o

Revenues (Details) - Schedule of disaggregation of revenue - Disaggregation of revenue [Member] - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Cashless payment products	[1]	$ 1,705	$ 1,524
Complete cashless payment solutions (B):
Sales of products	[2],[3]	656	660
SaaS and other services	[2],[4]		585
SaaS and services	[2],[4]	532
Total		1,188	1,245
Total revenues		2,893	2,769
Retail [Member]
Segment Reporting Information [Line Items]
Cashless payment products	[1]	1,705	1,524
Complete cashless payment solutions (B):
Sales of products	[2],[3]	99	421
SaaS and other services	[2],[4]		337
SaaS and services	[2],[4]	311
Total		411	758
Total revenues		2,115	2,282
Petroleum [Member]
Segment Reporting Information [Line Items]
Cashless payment products	[1]
Complete cashless payment solutions (B):
Sales of products	[2],[3]	557	239
SaaS and other services	[2],[4]		248
SaaS and services	[2],[4]	221
Total		778	487
Total revenues		$ 778	$ 487
[1]	Cashless payment products – The performance obligation is the selling of contactless payment products. Most of those products are Near Field Communication (NFC) readers. For such sales the performance obligation, transfer of control and revenue recognition occur when the products are delivered.
[2]	Complete cashless payment solutions – The complete solution includes selling of products and complementary services, as follows:
[3]	Sales of products – ● Selling of contactless payment products (see A above) together with payment gateways and machine-to-machine controllers. ● Selling of petroleum payment solutions including site and vehicle equipment.
[4]	SaaS and other services - The types of arrangements and their main performance obligations are as follows: ● To provide terminal management system licensing for software that is responsible for remote terminal management and cloud-based software licensing which provide data insights. For such services, the revenue recognition occurs as the services are rendered since the performance obligation is satisfied over time. ● To provide technical and customer services for products. For such services, the performance obligation is satisfied over time and therefore revenue recognition occurs as the services are rendered.

Revenues (Details) - Schedule_2

Revenues (Details) - Schedule of contract balances - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Schedule of contract balances [Abstract]
Trade receivables, net of allowance for doubtful accounts	$ 1,956	$ 3,274
Customer advances	$ 158	$ 64

Discontinued Operations (Detail

Discontinued Operations (Details) - Schedule of the results of the discontinued operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Schedule of the results of the discontinued operations [Abstract]
Revenues		$ 488
Expenses		(877)
Other loss, net		(29)
Net loss from discontinued operations		$ (418)

Equity (Details)

Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Equity (Details) [Line Items]
Options granted
Weighted average fair value of options granted (in Dollars per share)		$ 0.14
Aggregate intrinsic value of outstanding options	0		0
Aggregate intrinsic value of exercisable options	0		0
Restricted shares			2,985,500
Warrants outstanding (in Dollars)	$ 130,727,281		$ 15,086,837
Stock Option plans [Member]
Equity (Details) [Line Items]
Options granted	0	632,500
Weighted average fair value of options granted (in Dollars per share)		$ 0.23
Stock option expire term	5 years
Unrecognized compensation cost (in Dollars)			$ 61
Unrecognized compensation cost, weighted-average period	1 year 1 month 24 days
Equity Incentive Plan [Member]
Equity (Details) [Line Items]
Weighted average fair value of options granted (in Dollars per share)			$ 0.03
Aggregate intrinsic value of outstanding options	273		269
Aggregate intrinsic value of exercisable options	4		17
Non-vested stock-based compensation (in Dollars)	$ 298
Weighted-average period			1 year 6 months 10 days
Stock-based compensation expenses (in Dollars)	$ 36		$ 14

Equity (Details) - Schedule of

Equity (Details) - Schedule of black-scholes model and assumptions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Schedule of black-scholes model and assumptions [Abstract]
Expected dividend yield		0.00%
Expected volatility (average)		113.48%
Risk-free interest rate (average)		0.17%
Expected life - in years		2 years 6 months

Equity (Details) - Schedule o_2

Equity (Details) - Schedule of options activity $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Schedule of options activity [Abstract]
Number of options outstanding, beginning balance (in Shares) | shares	649,000
Weighted average exercise price per share, beginning balance	$ 0.42
Number of options outstanding, options granted (in Shares) | shares
Weighted average exercise price per share, Options granted
Number of options outstanding, options expired or forfeited (in Shares) | shares	(37,998)
Weighted average exercise price per share, Options expired or forfeited	$ 0.24
Number of options outstanding, ending balance (in Shares) | shares	611,002
Weighted average exercise price per share, ending balance	$ 0.43
Exercisable as of:
Number of options outstanding, Exercisable (in Shares) | shares	139,678
Weighted average exercise price per share, Exercisable	$ 0.85
Number of options outstanding, Exercisable (in Dollars) | $	$ 288,682
Weighted average exercise price per share, Exercisable	$ 0.54

Equity (Details) - Schedule o_3

Equity (Details) - Schedule of information about options outstanding and exercisable	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, Weighted average remaining contractual life (years)	2 years 10 months 20 days
Options Exercisable, Number Outstanding (in Shares) | shares	288,682
Options Exercisable, Weighted average remaining contractual life (years)	2 years 5 months 4 days
Options outstanding, Number outstanding (in Shares) | shares	611,002
$ 0.20-0.84 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price, lower limit	$ 0.2
Exercise price, upper limit	$ 0.84
Options outstanding, Weighted average remaining contractual life (years)	3 years 4 months 2 days
Options outstanding, Weighted Average Exercise Price	$ 0.43
Options Exercisable, Number Outstanding (in Shares) | shares	221,682
Options Exercisable, Weighted average remaining contractual life (years)	2 years 11 months 15 days
Options outstanding, Number outstanding (in Shares) | shares	509,002
Options Exercisable, Weighted Average Exercise Price	$ 0.34
$ 1.07-1.22 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price, lower limit	1.07
Exercise price, upper limit	$ 1.22
Options outstanding, Weighted average remaining contractual life (years)	7 months 28 days
Options outstanding, Weighted Average Exercise Price	$ 1.21
Options Exercisable, Number Outstanding (in Shares) | shares	67,000
Options Exercisable, Weighted average remaining contractual life (years)	7 months 28 days
Options outstanding, Number outstanding (in Shares) | shares	102,000
Options Exercisable, Weighted Average Exercise Price	$ 1.21

Equity (Details) - Schedule o_4

Equity (Details) - Schedule of information as to RSAs outstanding and RSAs exercisable - RSAs Outstanding and Exercisable [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Equity (Details) - Schedule of information as to RSAs outstanding and RSAs exercisable [Line Items]
Number of RSAs outstanding, beginning balance	2,985,500
Weighted average exercise price per share, beginning balance	$ 0.03
Number of RSAs outstanding, RSAs granted	255,000
Weighted average exercise price per share, RSAs granted	$ 0.03
Number of RSAs outstanding, RSAs expired or forfeited	(315,500)
Weighted average exercise price per share, RSAs expired or forfeited	$ 0.03
Number of RSAs outstanding, ending balance	2,925,000	2,985,500
Weighted average exercise price per share, ending balance	$ 0.03	$ 0.03
Exercisable as of:
Number of RSAs outstanding, exercisable	38,848	189,682
Weighted average exercise price per share, exercisable	$ 0.03	$ 0.03

Equity (Details) - Schedule o_5

Equity (Details) - Schedule of information about RSAs outstanding and exercisable	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Schedule of information about RSAs outstanding and exercisable [Abstract]
RSAs outstanding, Range of exercise price	$ 0.03
RSAs outstanding, Number outstanding (in Shares) | shares	2,925,000
RSAs outstanding, Weighted Average Exercise Price	$ 0.03
RSAs exercisable, Number outstanding (in Shares) | shares	38,848
RSAs exercisable, Weighted Average Exercise Price	$ 0.03

Segment Reporting (Details) - S

Segment Reporting (Details) - Schedule of information regarding the results of each reportable segment - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues		$ 2,893	$ 2,769
Reportable segment gross profit	[1]	1,340	1,412
Depreciation		(7)	(8)
Stock-based compensation		(3)	(1)
Gross profit		1,350	1,403
Retail [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues		2,116	2,282
Reportable segment gross profit	[1]	898	1,179
Petroleum [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues		777	487
Reportable segment gross profit	[1]	$ 442	$ 233
[1]	Gross profit as reviewed by the CODM, represents gross profit, adjusted to exclude depreciation and stock-based compensation .

Subsequent Events (Details)

Subsequent Events (Details) $ in Thousands	Apr. 26, 2022USD ($)
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Additional amount	$ 1,000