Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2022 | |
Cover [Abstract] | |
Entity Registrant Name | Artemis Therapeutics, Inc. |
Entity Central Index Key | 0001062128 |
Document Type | S-1/A |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
INTERIM CONDENSED CONSOLIDATED
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 85 | $ 471 | $ 3 |
Trade receivables | 21 | 0 | 0 |
Other receivables | 52 | 20 | 4 |
Inventory | 66 | 74 | 0 |
Total current assets | 224 | 565 | 7 |
NON-CURRENT ASSETS: | |||
Property and equipment, net | 54 | 37 | 1 |
Operating lease right-of-use assets | 42 | 55 | 0 |
Intangible assets, net | 36 | 32 | 0 |
Total long-term assets | 132 | 124 | 1 |
TOTAL ASSETS | 356 | 689 | 8 |
CURRENT LIABILITIES: | |||
Short-term credit | 85 | 97 | 0 |
Trade account payables | 358 | 42 | 9 |
Short-term operating lease liabilities | 18 | 19 | 0 |
Other account payables | 257 | 102 | 2 |
Total current liabilities | 718 | 260 | 11 |
NON-CURRENT LIABILITIES: | |||
Long-term loans from a major stockholder | 233 | 239 | 62 |
Long-term operating lease liabilities | 20 | 38 | 0 |
Other liabilities | 35 | 32 | 0 |
Total long-term liabilities | 288 | 309 | 62 |
Total Liabilities | 1,006 | 569 | 73 |
STOCKHOLDERS’ EQUITY (DEFICIENCY): | |||
Common stock, $0.01 par value - authorized: 150,000,000 and 51,000,000; issued and outstanding: 26,109,483 as of December 2020; 111,125,405 as of September 30, 2022 and 31,549,132 as of December 31, 2021 | 1,111 | 315 | 261 |
Capital reserve from transaction with a major stockholder | 31 | 15 | 2 |
Share based compensation | 58 | 0 | |
Additional paid in capital | 0 | 186 | (261) |
Accumulated deficit | (1,850) | (397) | (68) |
Total stockholders’ deficiency | (650) | 120 | (65) |
Total liabilities and stockholders’ equity (deficiency) | 356 | 689 | 8 |
Series A Preferred Stock [Member] | |||
STOCKHOLDERS’ EQUITY (DEFICIENCY): | |||
Convertible preferred stock, value | 0 | 0 | |
Series C Preferred Stock [Member] | |||
STOCKHOLDERS’ EQUITY (DEFICIENCY): | |||
Convertible preferred stock, value | 0 | 0 | |
Series D Preferred Stock [Member] | |||
STOCKHOLDERS’ EQUITY (DEFICIENCY): | |||
Convertible preferred stock, value | $ 0 | $ 1 | $ 1 |
INTERIM CONDENSED CONSOLIDATE_2
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value per share | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 51,000,000 | 51,000,000 |
Common stock, shares issued | 111,125,405 | 31,549,132 | 26,109,483 |
Common stock, shares outstanding | 111,125,405 | 31,549,132 | 26,109,483 |
Series A Preferred Stock [Member] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 1,000 | 1,000 | |
Preferred stock, shares issued | 453 | 453 | |
Preferred stock, shares outstanding | 453 | 453 | |
Series C Preferred Stock [Member] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 250 | 250 | |
Preferred stock, shares issued | 250 | 250 | |
Preferred stock, shares outstanding | 250 | 250 | |
Series D Preferred Stock [Member] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 110,000 | 110,000 | 110,000 |
Preferred stock, shares issued | 0 | 110,000 | 91,034 |
Preferred stock, shares outstanding | 0 | 110,000 | 91,034 |
INTERIM CONDENSED CONSOLIDATE_3
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Revenues | $ 118 | $ 3 | $ 195 | $ 7 | $ 0 | $ 7 |
Costs of revenues | 4 | 1 | 25 | 2 | 0 | 1 |
Gross profit | 114 | 2 | 170 | 5 | 0 | 6 |
Operating expenses | ||||||
Sales and marketing | 269 | 19 | 465 | 37 | 38 | 66 |
General and administrative | 290 | 44 | 570 | 99 | 23 | 230 |
Total operating expenses | 559 | 63 | 1,035 | 136 | 61 | 296 |
Operating loss | (445) | (61) | (865) | (131) | (61) | (290) |
Financial expenses income, net | 1 | (8) | 16 | (16) | (7) | (39) |
Net Loss and Total Comprehensive Loss | $ (444) | $ (69) | $ (849) | $ (147) | $ (68) | $ (329) |
Loss per share: | ||||||
Net loss per common stock, Basic | $ (0.01) | $ 0 | $ (0.02) | $ 0 | $ (0.0011) | $ (0.0041) |
Net loss per common stock, Diluted | $ (0.01) | $ 0 | $ (0.02) | $ 0 | $ (0.0011) | $ (0.0041) |
Weighted average number of shares of Common Stock used in calculation of net loss per common stock: Basic | 52,299,318 | 26,109,483 | 38,567,577 | 26,109,483 | 20,315,323 | 26,139,289 |
Weighted average number of shares of Common Stock used in calculation of net loss per common stock: Diluted | 52,299,318 | 26,109,483 | 38,567,577 | 26,109,483 | 20,315,323 | 26,139,289 |
Interim Condensed Statements of
Interim Condensed Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Shares of Common Stock [Member] | Preferred Stock [Member] Preferred Stock A [Member] | Preferred Stock [Member] Preferred Stock C [Member] | Preferred Stock [Member] Preferred Stock D [Member] | Capital reserve from transaction with related parties [Member] | Share based compensation [Member] | Additional Paid in Capital [Member] | Accumulated deficiency [Member] | Total | ||
Balance at Mar. 22, 2020 | [1] | $ 261 | $ 1 | $ (261) | $ 0 | $ 1 | |||||
Balance, shares at Mar. 22, 2020 | [1] | 26,109,483 | 91,034 | ||||||||
Interest on loans from a major stockholder | 2 | ||||||||||
Transactions with shareholders | $ 2 | 0 | 2 | ||||||||
Net Loss | (68) | (68) | |||||||||
Balance at Dec. 31, 2020 | $ 261 | $ 1 | 2 | (261) | (68) | (65) | |||||
Balance, shares at Dec. 31, 2020 | 26,109,483 | 91,034 | |||||||||
Interest on loans from a major stockholder | 8 | ||||||||||
Transactions with shareholders | 8 | 8 | |||||||||
Net Loss | (147) | (147) | |||||||||
Balance at Sep. 30, 2021 | $ 261 | $ 1 | 10 | (261) | (215) | (204) | |||||
Balance, shares at Sep. 30, 2021 | 26,109,483 | 91,034 | |||||||||
Balance at Dec. 31, 2020 | $ 261 | $ 1 | 2 | (261) | (68) | (65) | |||||
Balance, shares at Dec. 31, 2020 | 26,109,483 | 91,034 | |||||||||
Interest on loans from a major stockholder | 13 | ||||||||||
Issuance of Common Stock | $ 54 | [2] | 447 | 501 | |||||||
Issuance of Common Stock shares | 5,439,650 | 18,966 | |||||||||
Transactions with shareholders | 13 | 13 | |||||||||
Net Loss | (329) | (329) | |||||||||
Balance at Dec. 31, 2021 | $ 315 | $ 1 | 15 | $ 0 | 186 | (397) | 120 | ||||
Balance, shares at Dec. 31, 2021 | 31,549,132 | 110,000 | |||||||||
Balance at Jun. 30, 2021 | $ 261 | $ 1 | 6 | (261) | (146) | (139) | |||||
Balance, shares at Jun. 30, 2021 | 26,109,483 | 91,034 | |||||||||
Transactions with shareholders | 4 | 4 | |||||||||
Net Loss | (69) | (69) | |||||||||
Balance at Sep. 30, 2021 | $ 261 | $ 1 | 10 | (261) | (215) | (204) | |||||
Balance, shares at Sep. 30, 2021 | 26,109,483 | 91,034 | |||||||||
Balance at Dec. 31, 2021 | $ 315 | $ 1 | 15 | 0 | 186 | (397) | 120 | ||||
Balance, shares at Dec. 31, 2021 | 31,549,132 | 110,000 | |||||||||
Balance at Jun. 30, 2022 | $ 451 | $ 0 | $ 0 | $ 1 | 25 | 0 | 55 | (802) | (270) | ||
Balance, shares at Jun. 30, 2022 | 45,125,405 | 453 | 250 | 110,000 | |||||||
Balance at Dec. 31, 2021 | $ 315 | $ 1 | 15 | 0 | 186 | (397) | 120 | ||||
Balance, shares at Dec. 31, 2021 | 31,549,132 | 110,000 | |||||||||
Conversion of preferred share of common stock | $ 660 | $ (1) | (55) | (604) | 0 | ||||||
Conversion of preferred share of common stock, Shares | 66,000,000 | (110,000) | |||||||||
Stock based compensation on stock options granted to a service provider | $ 23 | 42 | 65 | ||||||||
Stock based compensation on stock options granted to a service provider Shares | 2,242,509 | ||||||||||
Share based compensation | 58 | 58 | |||||||||
Effect of reverse recapitalization transaction | $ 113 | (173) | (60) | ||||||||
Effect of reverse recapitalization transaction shares | 11,333,764 | 453 | 250 | ||||||||
Interest on loans from a major stockholder | 16 | ||||||||||
Transactions with shareholders | 16 | 16 | |||||||||
Net Loss | (849) | (849) | |||||||||
Balance at Sep. 30, 2022 | $ 1,111 | $ 0 | $ 0 | $ 0 | 31 | 58 | 0 | (1,850) | (650) | ||
Balance, shares at Sep. 30, 2022 | 111,125,405 | 453 | 250 | 0 | |||||||
Balance at Jun. 30, 2022 | $ 451 | $ 0 | $ 0 | $ 1 | 25 | 0 | 55 | (802) | (270) | ||
Balance, shares at Jun. 30, 2022 | 45,125,405 | 453 | 250 | 110,000 | |||||||
Conversion of preferred share of common stock | $ (1) | (55) | (604) | 0 | |||||||
Conversion of preferred share of common stock, Shares | 66,000,000 | (110,000) | |||||||||
Share based compensation | 58 | 58 | |||||||||
Transactions with shareholders | 6 | 6 | |||||||||
Net Loss | (444) | (444) | |||||||||
Balance at Sep. 30, 2022 | $ 1,111 | $ 0 | $ 0 | $ 0 | $ 31 | $ 58 | $ 0 | $ (1,850) | $ (650) | ||
Balance, shares at Sep. 30, 2022 | 111,125,405 | 453 | 250 | 0 | |||||||
[1]Date of inception[2]Represents an amount lower than 1 USD |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |||
Cash flows from operating activities: | ||||||
Net Loss | $ (849) | $ (147) | $ (68) | $ (329) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation and amortization | 12 | 1 | [1] | 3 | ||
Share based compensation | 58 | 0 | ||||
Increase in operating lease liabilities | (6) | 0 | 0 | 2 | ||
Share-based to service provider | 65 | 0 | ||||
Decrease in other liabilities | (3) | 0 | 0 | [1] | ||
Exchange rate differences from stockholders' loans | (6) | 0 | ||||
Accrued interest from stockholder loans from a major stockholder | 16 | 8 | 2 | 13 | ||
Increase in trade account receivable and other receivables | (48) | (12) | (4) | (15) | ||
Increase in trade accounts payable and other account payables | 12 | 121 | ||||
Increase in accounts payable and accrued expenses | 404 | 23 | ||||
Increase (decrease) in inventory | 8 | (36) | 0 | (74) | ||
Net cash used in operating activities | (349) | (163) | (58) | (279) | ||
Cash flows from investing activities: | ||||||
Purchase of property and equipment | (26) | (28) | (1) | (27) | ||
Net cash used in investing activities | (26) | (28) | (1) | (27) | ||
Cash flows from financing activities: | ||||||
Short-term credit | (11) | 71 | 0 | 96 | ||
Issuance of common stock | [1] | 501 | ||||
Loans received from a major stockholder | 0 | 117 | 62 | 177 | ||
Net cash provided by financing activities | (11) | 188 | 62 | 774 | ||
Increase Decrease in cash and cash equivalents | (386) | (3) | 3 | 468 | ||
Cash and cash equivalents at beginning of period | 471 | 3 | 0 | 3 | ||
Cash and cash equivalents at end of period | 85 | 0 | 3 | 471 | ||
Non-cash activities: | ||||||
Right-of-use asset recognized with corresponding lease liability | 0 | 60 | ||||
Intangible assets recognized with corresponding other liability | 6 | 0 | 0 | 32 | ||
Reverse recapitalization effect on equity | $ (60) | $ 0 | ||||
Purchase of property and equipment in credit | $ 0 | $ 12 | ||||
[1]Represents an amount lower than 1 USD |
DESCRIPTION OF BUSINESS AND GEN
DESCRIPTION OF BUSINESS AND GENERAL | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
DESCRIPTION OF BUSINESS AND GENERAL | NOTE 1 - DESCRIPTION OF BUSINESS AND GENERAL Artemis Therapeutics Inc. (“the Company”) was originally incorporated under the laws of the State of Nevada, on April 22, 1997. Based on the lack of business activities since January 10, 2019, the Company was classified as a “shell” company as defined by the Securities and Exchange Commission (the “SEC”). As of September 30, following the completion of the transactions contemplated by the Share Exchange Agreement (as defined and detailed below), the Company is no longer classified as a “shell” Company. On March 6, 2022, the Company entered into a Share Exchange Agreement, as amended on June 30, 2022 (the “Share Exchange Agreement”) with Manuka Ltd., and the shareholders of Manuka Ltd., a company incorporated in Israel and engaged in developing and manufacturing skincare products based on Mānuka honey and bee venom. Pursuant to the terms of the Share Exchange Agreement, on June 30, 2022, the Company acquired 100% of the outstanding shares of Manuka Ltd. (the “Reverse Recapitalization Transaction”). Pursuant to the Share Exchange Agreement, in exchange for all of the outstanding shares of Manuka Ltd., the Company issued to the shareholders of Manuka Ltd. a total of 33,791,641 (including shares issued to service provider of 2,242,509) common stock and 110,000 preferred D shares, convertible into 66,000,000 shares of common stock of the Company, representing 89% of the total shares issued and outstanding after giving effect to the Reverse Recapitalization Transaction. As part of the Share Exchange Agreement, Manuka Ltd purchased the net liabilities of the Company in the amount of $60 thousand. As a result of the Reverse Recapitalization Transaction, Manuka Ltd. became a wholly owned subsidiary of the Company. As the shareholders of Manuka Ltd. received the largest ownership interest in the Company, Manuka Ltd. was determined to be the “accounting acquirer” in the reverse recapitalization. As a result, the historical financial statements of the Company were replaced with the financial statement of Manuka Ltd. for all periods presented, except for the adjustments to reflect the legal capital of the Company. As The number of shares included within these financial statements have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Reverse Recapitalization Transaction. The Company’s Common Stock is not listed on any national stock exchange but is quoted on the OTC Pink Market under the symbol “ATMS.” The Company is in its early stages and there is great uncertainty regarding the future of its operations. Moreover, the Company is thinly capitalized and has not yet generated cash from operations. The Company raised funds from an outside investor, but it does not seem to be sufficient to fund its operation for the period of twelve months from the date of approval of the financial statements. In order to mitigate that risk, Manuka Ltd.‘s management received support from its major stockholder by way of a support letter securing the necessary funds to the Company in case of need. | NOTE 1 - DESCRIPTION OF BUSINESS AND GENERAL A. Artemis Therapeutics Inc. (“the Company”) was originally incorporated under the laws of the State of Nevada, on April 22, 1997. Based on the lack of Company business activities since January 10, 2019, the Company was classified as a “shell” company as defined by the Securities and Exchange Commission (the “SEC”). As of June 30, following the completion of the Share Exchange Agreement as detailed below, the Company is no longer classified as “shell” Company. B. On March 6, 2022, the Company entered into a Share Exchange Agreement, as amended on June 30, 2022 (the “Share Exchange Agreement”) with Manuka Ltd., and the shareholders of Manuka Ltd., a Company incorporated in Israel and engaged in developing and manufacturing skincare products based on Mānuka honey and bee venom. The Share Exchange Agreement was consummated on June 30, 2022 and the Company acquired 100% of the outstanding shares of Manuka Ltd. (the “Reverse Recapitalization Transaction”). Pursuant to the Share Exchange Agreement, in exchange for all of the outstanding shares of Manuka Ltd., the Company issued to the shareholders of Manuka Ltd. a total of 33,791,641 (including shares issued to service provider of 2,242,509) common stock and 110,000 preferred D shares, convertible into 66,000,000 shares of common stock of the Company, representing 89% of the total shares issued and outstanding after giving effect to the Reverse Recapitalization Transaction. As a result of the Reverse Recapitalization Transaction, Manuka Ltd. became a wholly owned subsidiary of the Company. As the shareholders of Manuka Ltd. received the largest ownership interest in the Company, Manuka Ltd. was determined to be the “accounting acquirer” in the reverse recapitalization. As a result, the historical financial statements of the Company were replaced with the financial statement of Manuka Ltd. for all periods presented. The financial statements reflect the financial statements of Manuka Ltd, recasted for the change in the equity structure. As of June 30, 2022, the term Company refers to Artemis as adjusted to reflect the financial statements of Manuka Ltd. The number of shares have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Reverse Recapitalization Transaction. The Company’s Common Stock is not listed on any national stock exchange but is quoted on the OTC Pink Market under the symbol “ATMS.” The Company is in its early stages and there is great uncertainty regarding the future of its operations. Moreover, the Company is thinly capitalized and has not yet generated cash from operations. The Company raised funds from an outside investor, but it does not seem to be sufficient to fund its operation for the period of twelve months from the date of approval of the financial statements. In order to mitigate that risk, the Company’ management received support from its major stockholder by way of a support letter securing the necessary funds to the Company in case of need. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Accounting principles: The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of the SEC regulations. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). These financial statements and accompanying notes should be read in conjunction with the 2021 consolidated financial statements and notes thereto included. B. Use of estimates in the preparation of financial statements: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and accompanying notes and reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. C. Stock-based compensation: The ASC 718 requires companies to estimate 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 (net of estimated forfeitures) is recognized as an expense over the requisite service periods in the Company’s statements of operations, based on the straight-line attribution method. The D. Impact of recently issued and adopted accounting standards: Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Accounting principles: The financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). B. Use of estimates in the preparation of financial statements: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. C. Functional currency: The functional currency of the Company is the U.S dollar (“$” or “dollar”) since the dollar is the currency of the expected primary economic environment in which the Company is and would operate. The dollar figures are determined as follows: transactions and balances originally denominated in dollars are presented at their original amounts. Balances in non-dollar currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions reflected in the statement of operations, the exchange rates at transaction dates are used. Depreciation and other changes deriving from non-monetary items are based on historical exchange rates. The resulting translation gains or losses are recorded as financial income or expenses, as appropriate. D. Cash and cash equivalents: The Company considers all highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use and such deposits have a period to maturity which did not exceed three months at the time of investment, to be cash equivalents. E. Inventory: Inventories are recorded at the lower cost or net realizable value. Cost is determined on a weighted average basis. The Company periodically evaluates the inventory quantities on hand relative to historical and projected sales volumes, current and historical selling prices, and contractual obligations to maintain certain levels of products. Based on these evaluations, inventory write-offs are provided to cover risks arising from slow-moving items, discontinued products, excess inventories, and market prices lower than cost and adjusted revenue forecasts. F. Property and equipment: These assets are stated at cost. Depreciation is computed using the straight-line method over the estimated useful life of each asset. Annual rates of depreciation are as follows: % Computers and electronic equipment 33 Capitalization of website development costs 20 Office furniture and equipment 7 G. Impairment of long-lived assets: The Company’s long-lived assets (assets group) to be held or used, including the right of use assets and intangible assets that are subject to amortization, are reviewed for impairment in accordance with Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment” whenever events or changes in circumstances indicate that the carrying amount of a group of assets may not be recoverable. The recoverability of a group of assets to be held and used is measured by a comparison of the carrying amount of the group to the future undiscounted cash flows expected to be generated by the group. If such a group of assets is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Fair value is determined through various valuation techniques including discounted cash flow models and third‑party independent appraisals, as considered necessary. During the year ended December 2021 and the period from March 22, (Inception) to December 31 ,2020, the Company did not record any impairment charges attributable to long-lived assets. H. Basic and diluted net loss per share: Basic loss per share is computed by dividing the net loss applicable to holders of Common Stock by the weighted average number of shares of Common Stock outstanding during the year per share is computed by dividing the net loss applicable to holders of Common Stock by the weighted average number of Common Stock outstanding plus the number of additional Common Stock that would have been outstanding if all potentially dilutive Common Stock had been issued, using the Treasury Shares Method, in accordance with ASC 260-10, “Earnings per Share”. I. Income Tax: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” This ASC prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. The Company establishes reserves for uncertain tax positions based on an evaluation of whether the tax position is “more likely than not” to be sustained upon examination. The Company records interest and penalties pertaining to its uncertain tax positions in the financial statements as income tax expenses. As the Company is in an early stage, a valuation allowance was provided on any deferred tax assets. The Company has not recorded any liability for uncertain tax positions for the years ended December 31, 2021, and the period from March 22, (Inception) to December 31, 2020. J. Revenue recognition: The Company generates its revenues mainly from sales of skincare products. Revenues from the Company’s contracts with customers are recognized using the five-step model in ASC 606, “Revenue from Contracts with Customers.” At first, the Company determines if an agreement with a customer is considered to be a contract to the extent it has a commercial substance, it is approved in writing by both parties, all rights and obligations including payment terms are identifiable, and the agreement between the parties creates enforceable rights and obligations, and collectability in exchange for goods that will be transferred to the customer is considered as probable. The Company then assesses the transaction price for a contract in order to determine the consideration the Company expects to receive for satisfying the performance obligations called for in the contract, which generally includes only one performance obligation. Revenues for performance obligations are recognized at the point in time when control is transferred to the customer (which is generally upon delivery) and include mainly revenues from the sales of the skincare products. K. Concentration of credit risk: The Company maintains an allowance based on a specific analysis of each customer account receivable’s aging, assessment of its related risk, and ability of the customer to make the required payment. In addition, in accordance with ASC 326, “Financial Instruments - Credit Losses,” an allowance is maintained for estimated forward-looking losses resulting from the possible inability of customers to make required payments (current expected losses). The amount of the allowance is determined principally on the basis of past collection experience and known financial factors regarding specific customers. Trade accounts receivables are written off against the allowance when it becomes evident that collection will not occur. Credit is extended to customers satisfying pre-defined credit criteria. L. Commitments and contingencies: Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. M. Fair value measurements: ASC 820, “Fair Value Measurement and Disclosure,” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. 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 a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Significant other observable inputs based on market data obtained from sources independent of the reporting entity. Level 3 - Unobservable inputs which are supported by little or no market activity. As of December 31, 2021 and 2020, the Company did not have any derivative instruments or other financial instruments, carried at fair value on a recurring or nonrecurring basis. N. Leases: In accordance with ASC 842, “Leases,” the Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether the Company has a right to direct the use of the asset. Right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term. ROU assets are initially measured at amounts, which represent the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The lease liability is initially measured based on the discounted present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. The implicit rate within the operating leases is generally not reasonably determinable, therefore, the Company uses the Incremental Borrowing Rate (“IBR”) based on the information available at the commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located. Certain leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option. O. Impact of recently issued and adopted accounting standards: In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve the consistent application. This standard was effective for the Company beginning January 1, 2021, and was Applied on a modified retrospective basis. This standard did not have a material impact on the Company’s financial statements and disclosures. P. New accounting pronouncements not yet effective: In August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06simplifies accounting for convertible instruments by removing major separation models required under the U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. ASU 2020-06removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to ualify for it. It also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021. The Company expects that this guidance will not have a significant impact on the Company’s consolidated financial statements and interim periods within those fiscal years. In May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.” The guidance is effective for the Company on January 1, 2022. The Company expects that this guidance, will not have a significant impact on the Company’s consolidated financial statements. |
INVENTORIES
INVENTORIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
INVENTORIES | NOTE 3 - INVENTORIES Composition: (USD in thousands) September 30, December 31, 2 0 2 2 2 0 2 1 Raw materials 28 31 Finished goods 38 43 66 74 | NOTE 3 - INVENTORIES December 31, Period from March 22, (Inception) to December 31, 2021 2020 Raw materials 32 - Finished goods 42 - 74 - The Company did not record inventory write-offs during the years ended December 31, 2021 and the period from March 22, (Inception) to December 31, 2020. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 4 - COMMITMENTS AND CONTINGENT LIABILITIES The Company’s skincare products are manufactured in Israel by a sole manufacturer, Waitemata Honey Co. Ltd. (the “Vendor” or “Waitemata Honey”) with Mānuka honey ingredients. The Company imports Mānuka honey from its supplier in New Zealand. Pursuant to the agreement with the New Zealand supplier in July 2021, on February 28, 2022, the Company was granted an import license from the Israeli Ministry of Health, the “MoH” and the “MoH License,” which allows it to import Mānuka honey from Waitemata Honey. The skincare product formulas are the intellectual property of the Company, pursuant to an agreement signed by the Company and the Vendor on December 14, 2021 (the “Formula Agreement”). Pursuant to the Formula Agreement, the Vendor was granted exclusivity as the manufacturer of the Company’s cosmetic products. The Company is entitled at any time to replace the Vendor as the sole manufacturer. If the Company so decides it will have to pay the Vendor approximately US$ 6,000 (NIS 20,000), linked to the Israeli CPI, for each formula for which the manufacturer was replaced. The Formula Agreement is for the manufacturing of six formulas of cosmetic materials production and the rights to purchase these formulas with a term of 10 years. The Company accounted for the Formula Agreement as the acquisition of the IP associated with the development of the formulas in consideration of granting exclusivity rights. The Company recorded an intangible asset in the amount of US$ 36 thousands (NIS 120 thousand), amortized over the term of the contract with a corresponding liability in the same amount for the exclusivity liability. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5 - PROPERTY AND EQUIPMENT, NET December 31, Period from March 22, (Inception) to December 31, 2021 2020 Cost: Computers and electronic equipment 6 1 Capitalization of website development costs 34 - 40 1 Accumulated depreciation: Computers and electronic equipment (1 ) ( * ) Capitalization of website development costs (3 ) - (4 ) ( * ) Depreciated cost 36 1 (*) Represents an amount lower than 1 USD Depreciation expense for the years ended December 31, 2021 and the period from March 22, (Inception) to December 31, 2020 were $3 thousands, and $ ( * |
INTANGIBLES, NET
INTANGIBLES, NET | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES, NET | NOTE 6 - INTANGIBLES, NET The gross book value, accumulated amortization, and amortization periods of intangible assets are as follows: December 31, 2021 Estimated Useful Life (in years) Gross Book Value Accumulated Amortization Net Book Value Weighted Average Remaining Useful Life (in years) Acquisition of IP 10 32 - 32 10 |
LEASES
LEASES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
LEASES | NOTE 4 - LEASES On August 10, 2021, the Company entered into an operating lease agreement for its office. The Company signed a new agreement for its current office and manufacturing facilities lease which originally was to end in 2022. The lease agreement is for one year starting in October 2021, with two options to extend the lease by another one year for each option until September 30, 2024. The Company is reasonably certain that it will exercise the additional two options starting in October 2022. A. The components of operating lease costs were as follows (unaudited): (USD in thousands) Nine Months ended September 30 2 0 2 2 2 0 2 1 Operating lease cost 16 - Total lease costs 16 - B. Supplemental balance sheet information related to operating leases is as follows (unaudited): (USD in thousands) September 30, December 31, 2 0 2 2 2 0 2 1 Operating lease right-of-use assets 42 55 Operating lease liabilities, current 18 19 Operating lease liabilities, long-term 20 38 Weighted average remaining lease term (in years) 2 2.75 Weighted average discount rate 7.85 % 7.85 % C. Future lease payments under operating leases as of September 30, 2022, are as follows (unaudited): (USD in thousands) September 30, 2 0 2 2 2022 5 2023 21 2024 15 Total undiscounted lease payments 41 Less: imputed interest (3 ) Present value of lease liabilities 38 | NOTE 7 - LEASES On August 10, 2021, the Company entered into an operating lease agreement for its office. The Company signed a new agreement for its current office lease, which originally was to end in 2022. The lease agreement is for one year starting in October 2021 with two options to extend the lease by an additional one year for each option until September 30, 2024. The Company is reasonably certain that it will exercise the two additional options starting in October 2022. The components of operating lease costs were as follows: December 31, Period from March 22, (Inception) to December 31, 2021 2020 Operating lease cost 6 - Total lease costs 6 - a. Supplemental balance sheet information related to operating leases is as follows: December 31, Period from March 22, (Inception) to December 31, 2021 2020 Operating lease ROU assets 55 - Operating lease liabilities, current 19 - Operating lease liabilities, long-term 38 - Weighted average remaining lease term (in years) 2.75 - Weighted average discount rate 7.85 % - b. Future lease payments under operating leases as of December 31, 2021, are as follows: December 31, 2021 2022 23 2023 24 2024 17 Total undiscounted lease payments 64 Less: Transactions with stockholders (7 ) Lease liabilities 57 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
STOCKHOLDERS' EQUITY | NOTE 5 - STOCKHOLDERS' EQUITY A. Stockholders’ Rights: Shares of common stock confer upon their holders the right to receive notice to participate and vote in general meetings of stockholders of the Company, the right to receive dividends, if declared, and the right to receive a distribution of any surplus of assets upon liquidation of the Company. Shares of common stock confer upon their holders the right to receive notice to participate and vote in general meetings of stockholders of the Company, the right to receive dividends, if declared, and the right to receive a distribution of any surplus of assets upon liquidation of the Company. B. Issuance of Shares: On December 20, 2021, the Company entered into a securities purchase agreement (the “SPA”) with certain investors. Pursuant to the SPA, the Company agreed to sell 5,439,650 shares of common stock and 18,966 Series D Convertible Preferred Stock to the investors for aggregate consideration of $500 thousands following the consummation of the transactions contemplated by the investor’s holdings of the Company, representing 17.24% of the issued capital of the Company on a fully diluted basis. As detailed in Note 1, as part of the Recapitalization Transaction on June 30, 2022, the Company issued 33,791,641 shares of common stock and 110,000 shares that were designated as Series D Convertible Preferred Stock in exchange for approximately 89% of the issued and outstanding ordinary shares and all the preferred shares of Manuka Ltd. The number of shares prior to the Recapitalization Transaction have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. On July 25, 2022, the Company increased its authorized capital stock to 150,000,000 shares of capital stock, par value $0.01 per share, of which 200,000 shares are "blank check" preferred stock, par value $0.01 per share, of which (i) 1,000 were designated as Series A Convertible Preferred Stock (of which 453 were issued and subsequently converted into shares of common stock on October 18, 2022, (ii) 250 were designated as Series C Convertible Preferred Stock (of which 250 were issued and subsequently converted into shares of common stock on October 18, 2022), and (iii) 110,000 shares were designated as Series D Convertible Preferred Stock (of which 110,000 were issued and subsequently converted into 66,000,000 shares of common stock on September 20, 2022). C. Preferred Stock: The Series A Convertible Preferred shares conferred upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis, and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any junior securities. Each share of Series A Convertible Preferred was convertible into that number of shares of Common Stock determined by dividing the Stated Value by the Conversion Price. Each share of the Series A Preferred had a par value of $0.01 per share and were convertible into 1,453.65 shares of Common Stock. The Series C Convertible Preferred shares conferred upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any junior securities. Each share of Series C convertible Preferred was convertible into that number of shares of Common Stock determined by dividing the Stated Value by the Conversion Price. Each share of the Series C Preferred has a par value of $0.01 per share and were convertible into 1,000 shares of Common Stock. All of the Series C Convertible Preferred shares were converted into shares of common stock on October 18, 2022. The Series D Convertible Preferred Shares conferred upon their holders the right receive notice to participate and vote in general meetings of stockholders of the Company on an as converted basis, the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any junior securities. Each share of Series D Convertible Preferred Shares was convertible into that number of shares of Common Stock determined by dividing the Stated Value by the Conversion Price. Each share of the Series D Preferred Shares has a par value of $0.01 per share and were convertible into 600 shares of Common Stock. All of the Series D Convertible Preferred shares were converted into shares of common stock on October 18, 2022. On September 20, 2022, all the 110,000 shares Series D Preferred converted to Common Stock. D. Stock Option: On January 19, 2022, the Company entered into an agreement with a services provider according to which the Company granted the services provider options to purchase 2.25% of the Company’s issued and outstanding Common Stock with exercise price equal to the par value of the shares. The stock option will be fully exercisable a moment before the closing date of the Share Exchange Agreement and can be exercised no later than the closing date. On June 30, 2022 the services provider exercised the stock option and as a result of the Share Exchange Agreement was issued 2,242,509 common stock of the Company. In July 2022, the Company granted 370,014 stock options to one of her officers, with an exercise price per share of $0.0624 for a vesting period of 36 months commencing on April 1, 2022, with one third (1/3) of the total number of options vesting on the first anniversary of the Start Date (the “Cliff Date”) and one twelfth (1/12) of the options vesting every three months following the Cliff Date. The Company recognized compensation expenses in the amount of $58 thousands, included in General and administrative Expenses. | NOTE 8 - STOCKHOLDERS’ EQUITY A. Stockholders’ Rights: Shares of common stock confer upon their holders the right to receive notice to participate and vote in general meetings of stockholders of the Company, the right to receive dividends, if declared, and the right to receive a distribution of any surplus of assets upon liquidation of the Company. Shares of common stock confer upon their holders the right to receive notice to participate and vote in general meetings of stockholders of the Company, the right to receive dividends, if declared, and the right to receive a distribution of any surplus of assets upon liquidation of the Company. B. Issuance of Common Stock: On December 20, 2021, the Company entered into a securities purchase agreement (the “SPA”) with certain investors. Pursuant to the SPA, the Company agreed to sell 5,439,650 shares of common stock and 18,966 Series D Convertible Preferred Stock to the investors for aggregate consideration of $500 following the consummation of the transactions contemplated by the investor’s holdings of the Company, representing 17.24% of the issued capital of the Company on a fully diluted basis. As detailed in Note 1, as part of the Reverse Recapitalization Transaction on June 30, 2022, the Company issued 33,791,641 shares of common stock (inclusive of 5,439,650 shares issued to certain investors as described above) and 110,000 shares (inclusive of 18,966 shares issued to certain investors as described above) that are designated as Series D Convertible Preferred Stock in exchange for approximately 89% of the issued and outstanding ordinary shares and all the preferred shares of Manuka Ltd. The number of shares prior to the Reverse Recapitalization Transaction have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. C. Preferred Stock: The Series D Convertible Preferred shares confer upon their holders the right receive notice to participate and vote in general meetings of Stockholders of the Company on an as converted basis, the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any junior securities. The Series D Convertible Preferred shall be convertible by dividing the Stated Value by the Conversion Price. Each share of the Series D Preferred has a par value of $0.01 and is convertible into 600 shares of Common Stock. |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY BALANCES AND TRANSACTIONS | NOTE 6 - RELATED PARTY BALANCES AND TRANSACTIONS During 2020 and 2021, and the nine months ended on September 30, 2022, the founder of Manuka Ltd., Mr. Shimon Citron, a director, Chief Executive Officer and a major stockholder, provided the Company with several loans at an aggregate amount of $233 thousand as of September 30, 2022. The loans bear no interest and are linked to the Israeli Consumer Prices Index (“CPI”). The repayment date has not been determined. The Company considered whether the loans it received from its major stockholder are beneficial and hence such benefit should be recorded in capital reserve from the transaction with a related party. The Company estimated the value of the benefit as the difference between the interest rate stipulated in the contract and the interest rate commensurate with such loans expected in an arms-length transaction (inclusive adjustment to the size of the loan and the fact that it is unsecured, which the Company’s management considers being the best estimate of the Company’s interest rate close to the date of receiving loans from a stockholders). Accordingly, as a result of the fact that the stockholder’s loan bears no interest and with no maturity date, the benefit is determined each year at the beginning of the year, as the discount of the loans at the effective interest rate (determined above) determined to be approximately 8.85%. The benefit for the nine months ended September 30, 2022 and 2021 were $16 and $8 in thousands, respectively. A. Balances with related parties: (USD in thousands) September 30, December 31, 2 0 2 2 2 0 2 1 Long-term Loan from a related party 233 239 Trade accounts payable (*) 303 - B. Transactions with related parties (unaudited): (USD in thousands) Nine Months ended September 30 2 0 2 2 2 0 2 1 Management fees to a major stockholder 34 34 Sales and marketing (*) 294 - Interest on loans from a major stockholder 16 8 Stockholder’s Salaries 66 - (*) refer to marketing services provided by one of the Company’s stockholders. | NOTE 9 - RELATED PARTY BALANCES AND TRANSACTIONS During the period from March 22, (inception) to December 31, 2020 and the founder of the Company and major stockholder provided the Company with several loans at an aggregate amount of $239 thousands as of December 31, 2021. The loans bear no interest and are linked to the Israeli Consumer Prices Index (“CPI”). The repayment date has not been determined. The Company considered whether the loans the Company received is beneficial and hence such benefit should be recorded in capital reserve from the transaction with a major stockholder. The Company estimated the value of the benefit as the difference between the interest rate stipulated in the contract and the interest rate commensurate with such loans expected in an arms-length transaction (inclusive adjustment to the size of the loan and the fact that it is unsecured, which the Company's management considers being the best estimate of the Company’s interest rate close to the date of receiving loans from the shareholders). Accordingly, as a result of the fact that loans bear no interest and with no maturity date, the benefit is determined each year at the beginning of the year, as the discount of the loans at the effective interest rate (determined above) determined to be approximately 8.85%. The benefit for the period from March 22, (Inception) to December 31 2020 and the year ended December 31, 2021, were US$2 thousands and US$13 thousands respectively. Changes due to CPI are recognized in earnings. a. Balances with a related party: December 31, Period from March 22, (Inception) to December 31, 2021 2020 Long-term loans from a major stockholder 239 62 b. Transactions with a related party: December 31, Period from March 22, (Inception) to December 31, 2021 2020 Management fees to a major stockholder 49 - Interest on long-term loans from a major stockholder (reflected in stockholders’ equity) 13 2 |
TAX ON INCOME
TAX ON INCOME | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
TAX ON INCOME | NOTE 10 - TAX ON INCOME A. Tax rates applicable to the income of the Israeli companies: Manuka is taxed according to Israeli tax laws. The Israeli corporate tax rate from the year 2018 and onwards is 23%. B. As of December 31, 2021, the Company had total net operating losses in Israel of approximately $393 thousand, which may be carried forward and offset against taxable income in the future. C. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: December 31 2021 2020 Thousands U.S. $ Operating loss carryforward 361 64 Net deferred tax asset before valuation allowance 85 15 Valuation allowance (85 ) (15 ) Net deferred tax asset - - As of December 31, 2021, the Company has provided a full valuation allowance of $85 thousands in respect of deferred tax assets resulting from tax loss carryforward. Management currently believes that because the Company has a history of losses, it is more likely than not that the deferred tax regarding the loss carryforward will not be realized in the foreseeable future. D. Available Carryforwards tax losses: As of December 31, 2021, the Company has an accumulated tax loss carryforward of approximately $371 thousands. Carryforward tax losses in Israel are of unlimited duration. E. Due to the Company’s cumulative losses, the effect of ASC 740 as codified from ASC 740-10 is not material. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 7 - SUBSEQUENT EVENTS As | NOTE 11 - SUBSEQUENT EVENTS The Company evaluates events or transactions that occur after the balance sheet date but prior to the issuance of the consolidated financial statements to identify matters that require additional disclosure. The Company has concluded that no subsequent event has occurred that require disclosure other than the below. On March 6, 2022, shareholders of the Company (the “Shareholders”) entered into a share exchange agreement (the “Share Exchange Agreement”) with Artemis Therapeutics, Inc (“Artemis”), a shell company incorporated in the State of Delaware. The Share Exchange Agreement provides that, upon the terms, and subject to the conditions set forth therein, on the closing date (the “Closing”), Artemis will acquire all of the outstanding shares of the Company (the “Manuka Shares”) from the Shareholders in exchange of the issuance of 33,791,641 and 110,000 Preferred D shares of Artemis (the “Consideration Shares”). Such preferred shares are convertible into 66,000,000 of Artemis. As a result, the Shareholders will hold, immediately following the Closing, eighty-seven percent (89%) of Artemis’s issued and outstanding share capital. The Share Exchange Agreement is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Artemis was treated as the “acquired” company for financial reporting purposes and the Company is considered the accounting acquirer. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Accounting principles: | A. Accounting principles: The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of the SEC regulations. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). These financial statements and accompanying notes should be read in conjunction with the 2021 consolidated financial statements and notes thereto included. | A. Accounting principles: The financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). |
Use of estimates in the preparation of financial statements: | B. Use of estimates in the preparation of financial statements: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and accompanying notes and reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. | B. Use of estimates in the preparation of financial statements: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. |
Stock-based compensation: | C. Stock-based compensation: The ASC 718 requires companies to estimate 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 (net of estimated forfeitures) is recognized as an expense over the requisite service periods in the Company’s statements of operations, based on the straight-line attribution method. The | |
Functional currency: | C. Functional currency: The functional currency of the Company is the U.S dollar (“$” or “dollar”) since the dollar is the currency of the expected primary economic environment in which the Company is and would operate. The dollar figures are determined as follows: transactions and balances originally denominated in dollars are presented at their original amounts. Balances in non-dollar currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions reflected in the statement of operations, the exchange rates at transaction dates are used. Depreciation and other changes deriving from non-monetary items are based on historical exchange rates. The resulting translation gains or losses are recorded as financial income or expenses, as appropriate. | |
Cash and cash equivalents: | D. Cash and cash equivalents: The Company considers all highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use and such deposits have a period to maturity which did not exceed three months at the time of investment, to be cash equivalents. | |
Inventory: | E. Inventory: Inventories are recorded at the lower cost or net realizable value. Cost is determined on a weighted average basis. The Company periodically evaluates the inventory quantities on hand relative to historical and projected sales volumes, current and historical selling prices, and contractual obligations to maintain certain levels of products. Based on these evaluations, inventory write-offs are provided to cover risks arising from slow-moving items, discontinued products, excess inventories, and market prices lower than cost and adjusted revenue forecasts. | |
Property and equipment: | F. Property and equipment: These assets are stated at cost. Depreciation is computed using the straight-line method over the estimated useful life of each asset. Annual rates of depreciation are as follows: % Computers and electronic equipment 33 Capitalization of website development costs 20 Office furniture and equipment 7 | |
Impairment of long-lived assets: | G. Impairment of long-lived assets: The Company’s long-lived assets (assets group) to be held or used, including the right of use assets and intangible assets that are subject to amortization, are reviewed for impairment in accordance with Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment” whenever events or changes in circumstances indicate that the carrying amount of a group of assets may not be recoverable. The recoverability of a group of assets to be held and used is measured by a comparison of the carrying amount of the group to the future undiscounted cash flows expected to be generated by the group. If such a group of assets is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Fair value is determined through various valuation techniques including discounted cash flow models and third‑party independent appraisals, as considered necessary. During the year ended December 2021 and the period from March 22, (Inception) to December 31 ,2020, the Company did not record any impairment charges attributable to long-lived assets. | |
Basic and diluted net loss per share: | H. Basic and diluted net loss per share: Basic loss per share is computed by dividing the net loss applicable to holders of Common Stock by the weighted average number of shares of Common Stock outstanding during the year per share is computed by dividing the net loss applicable to holders of Common Stock by the weighted average number of Common Stock outstanding plus the number of additional Common Stock that would have been outstanding if all potentially dilutive Common Stock had been issued, using the Treasury Shares Method, in accordance with ASC 260-10, “Earnings per Share”. | |
Income Tax: | I. Income Tax: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” This ASC prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. The Company establishes reserves for uncertain tax positions based on an evaluation of whether the tax position is “more likely than not” to be sustained upon examination. The Company records interest and penalties pertaining to its uncertain tax positions in the financial statements as income tax expenses. As the Company is in an early stage, a valuation allowance was provided on any deferred tax assets. The Company has not recorded any liability for uncertain tax positions for the years ended December 31, 2021, and the period from March 22, (Inception) to December 31, 2020. | |
Revenue recognition: | J. Revenue recognition: The Company generates its revenues mainly from sales of skincare products. Revenues from the Company’s contracts with customers are recognized using the five-step model in ASC 606, “Revenue from Contracts with Customers.” At first, the Company determines if an agreement with a customer is considered to be a contract to the extent it has a commercial substance, it is approved in writing by both parties, all rights and obligations including payment terms are identifiable, and the agreement between the parties creates enforceable rights and obligations, and collectability in exchange for goods that will be transferred to the customer is considered as probable. The Company then assesses the transaction price for a contract in order to determine the consideration the Company expects to receive for satisfying the performance obligations called for in the contract, which generally includes only one performance obligation. Revenues for performance obligations are recognized at the point in time when control is transferred to the customer (which is generally upon delivery) and include mainly revenues from the sales of the skincare products. | |
Concentration of credit risk: | K. Concentration of credit risk: The Company maintains an allowance based on a specific analysis of each customer account receivable’s aging, assessment of its related risk, and ability of the customer to make the required payment. In addition, in accordance with ASC 326, “Financial Instruments - Credit Losses,” an allowance is maintained for estimated forward-looking losses resulting from the possible inability of customers to make required payments (current expected losses). The amount of the allowance is determined principally on the basis of past collection experience and known financial factors regarding specific customers. Trade accounts receivables are written off against the allowance when it becomes evident that collection will not occur. Credit is extended to customers satisfying pre-defined credit criteria. | |
Commitments and contingencies: | L. Commitments and contingencies: Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. | |
Fair value measurements: | M. Fair value measurements: ASC 820, “Fair Value Measurement and Disclosure,” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. 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 a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Significant other observable inputs based on market data obtained from sources independent of the reporting entity. Level 3 - Unobservable inputs which are supported by little or no market activity. As of December 31, 2021 and 2020, the Company did not have any derivative instruments or other financial instruments, carried at fair value on a recurring or nonrecurring basis. | |
Leases: | N. Leases: In accordance with ASC 842, “Leases,” the Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether the Company has a right to direct the use of the asset. Right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term. ROU assets are initially measured at amounts, which represent the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The lease liability is initially measured based on the discounted present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. The implicit rate within the operating leases is generally not reasonably determinable, therefore, the Company uses the Incremental Borrowing Rate (“IBR”) based on the information available at the commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located. Certain leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option. | |
Impact of recently issued and adopted accounting standards: | D. Impact of recently issued and adopted accounting standards: Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | O. Impact of recently issued and adopted accounting standards: In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve the consistent application. This standard was effective for the Company beginning January 1, 2021, and was Applied on a modified retrospective basis. This standard did not have a material impact on the Company’s financial statements and disclosures. |
New accounting pronouncements not yet effective: | P. New accounting pronouncements not yet effective: In August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06simplifies accounting for convertible instruments by removing major separation models required under the U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. ASU 2020-06removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to ualify for it. It also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021. The Company expects that this guidance will not have a significant impact on the Company’s consolidated financial statements and interim periods within those fiscal years. In May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.” The guidance is effective for the Company on January 1, 2022. The Company expects that this guidance, will not have a significant impact on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful life | % Computers and electronic equipment 33 Capitalization of website development costs 20 Office furniture and equipment 7 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of inventories | (USD in thousands) September 30, December 31, 2 0 2 2 2 0 2 1 Raw materials 28 31 Finished goods 38 43 66 74 | December 31, Period from March 22, (Inception) to December 31, 2021 2020 Raw materials 32 - Finished goods 42 - 74 - |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Schedule of components of operating lease costs | Nine Months ended September 30 2 0 2 2 2 0 2 1 Operating lease cost 16 - Total lease costs 16 - | December 31, Period from March 22, (Inception) to December 31, 2021 2020 Operating lease cost 6 - Total lease costs 6 - |
Schedule of supplemental balance sheet information related to operating leases | September 30, December 31, 2 0 2 2 2 0 2 1 Operating lease right-of-use assets 42 55 Operating lease liabilities, current 18 19 Operating lease liabilities, long-term 20 38 Weighted average remaining lease term (in years) 2 2.75 Weighted average discount rate 7.85 % 7.85 % | December 31, Period from March 22, (Inception) to December 31, 2021 2020 Operating lease ROU assets 55 - Operating lease liabilities, current 19 - Operating lease liabilities, long-term 38 - Weighted average remaining lease term (in years) 2.75 - Weighted average discount rate 7.85 % - |
Schedule of future lease payments under operating leases | September 30, 2 0 2 2 2022 5 2023 21 2024 15 Total undiscounted lease payments 41 Less: imputed interest (3 ) Present value of lease liabilities 38 | December 31, 2021 2022 23 2023 24 2024 17 Total undiscounted lease payments 64 Less: Transactions with stockholders (7 ) Lease liabilities 57 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | December 31, Period from March 22, (Inception) to December 31, 2021 2020 Cost: Computers and electronic equipment 6 1 Capitalization of website development costs 34 - 40 1 Accumulated depreciation: Computers and electronic equipment (1 ) ( * ) Capitalization of website development costs (3 ) - (4 ) ( * ) Depreciated cost 36 1 (*) Represents an amount lower than 1 USD |
INTANGIBLES, NET (Tables)
INTANGIBLES, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | December 31, 2021 Estimated Useful Life (in years) Gross Book Value Accumulated Amortization Net Book Value Weighted Average Remaining Useful Life (in years) Acquisition of IP 10 32 - 32 10 |
TAX ON INCOME (Tables)
TAX ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | December 31 2021 2020 Thousands U.S. $ Operating loss carryforward 361 64 Net deferred tax asset before valuation allowance 85 15 Valuation allowance (85 ) (15 ) Net deferred tax asset - - |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Schedule of balances with related parties | (USD in thousands) September 30, December 31, 2 0 2 2 2 0 2 1 Long-term Loan from a related party 233 239 Trade accounts payable (*) 303 - (*) refer to marketing services provided by one of the Company’s stockholders. | December 31, Period from March 22, (Inception) to December 31, 2021 2020 Long-term loans from a major stockholder 239 62 |
Schedule of transactions with related parties | (USD in thousands) Nine Months ended September 30 2 0 2 2 2 0 2 1 Management fees to a major stockholder 34 34 Sales and marketing (*) 294 - Interest on loans from a major stockholder 16 8 Stockholder’s Salaries 66 - (*) refer to marketing services provided by one of the Company’s stockholders. | December 31, Period from March 22, (Inception) to December 31, 2021 2020 Management fees to a major stockholder 49 - Interest on long-term loans from a major stockholder (reflected in stockholders’ equity) 13 2 |
DESCRIPTION OF BUSINESS AND G_2
DESCRIPTION OF BUSINESS AND GENERAL (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 9 Months Ended | ||
Mar. 06, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||||
Percentage of ownership after transaction | 89% | ||||
Reverse recapitalization effect on equity | $ (60) | $ 0 | |||
Manuka Ltd [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of outstanding shares acquired | 89% | 89% | |||
Manuka Ltd [Member] | Subsequent Event [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of outstanding shares acquired | 89% | ||||
Manuka Ltd [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 33,791,641 | ||||
Share Exchange Agreement [Member] | Manuka Ltd [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of outstanding shares acquired | 100% | 100% | |||
Stock Issued During Period, Shares, New Issues | 33,791,641 | ||||
Issuance of shares for services, shares | 2,242,509 | ||||
Reverse recapitalization effect on equity | $ 60 | ||||
Share Exchange Agreement [Member] | Manuka Ltd [Member] | Subsequent Event [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of outstanding shares acquired | 100% | 100% | |||
Stock Issued During Period, Shares, New Issues | 33,791,641 | 33,791,641 | |||
Percentage of ownership after transaction | 89% | ||||
Share Exchange Agreement [Member] | Manuka Ltd [Member] | Preferred Stock D [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 110,000 | ||||
Preferred D shares, convertible into common stock | 66,000,000 | ||||
Share Exchange Agreement [Member] | Manuka Ltd [Member] | Preferred Stock D [Member] | Subsequent Event [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 110,000 | 110,000 | |||
Preferred D shares, convertible into common stock | 66,000,000 | 66,000,000 | |||
Share Exchange Agreement [Member] | Manuka Ltd [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 2,242,509 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Dec. 31, 2021 |
Computers and electronic equipment [Member] | |
Property Plant And Equipment Line Items | |
Percentage of estimated useful life | 33% |
Capitalization of website development costs [Member] | |
Property Plant And Equipment Line Items | |
Percentage of estimated useful life | 20% |
Office furniture and equipment [Member] | |
Property Plant And Equipment Line Items | |
Percentage of estimated useful life | 7% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 32 | $ 0 | |
Finished goods | 42 | 0 | |
Inventories | $ 66 | $ 74 | $ 0 |
INVENTORIES (Details 1)
INVENTORIES (Details 1) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 28 | $ 31 | |
Finished goods | 38 | 43 | |
Inventories | $ 66 | $ 74 | $ 0 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Property Plant And Equipment Line Items | |||
Cost: | $ 40 | $ 1 | |
Accumulated depreciation: | (4) | [1] | |
Depreciated cost | 36 | 1 | |
Computers and electronic equipment [Member] | |||
Property Plant And Equipment Line Items | |||
Cost: | 6 | 1 | |
Accumulated depreciation: | (1) | [1] | |
Capitalization of website development costs [Member] | |||
Property Plant And Equipment Line Items | |||
Cost: | 34 | 0 | |
Accumulated depreciation: | $ (3) | $ 0 | |
[1]Represents an amount lower than 1 USD |
PROPERTY AND EQUIPMENT, NET (Na
PROPERTY AND EQUIPMENT, NET (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | ||
Property, Plant and Equipment [Abstract] | |||||
Depreciation and amortization | $ 12 | $ 1 | [1] | $ 3 | |
[1]Represents an amount lower than 1 USD |
INTANGIBLES, NET (Details)
INTANGIBLES, NET (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Estimated Useful Life (in years) | 10 years |
Gross Book Value | $ 32 |
Accumulated Amortization | 0 |
Net Book Value | $ 32 |
Weighted Average Remaining Useful Life (in years) | 10 years |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Narrative) (Details) - Formula Agreement [Member] | 12 Months Ended | |
Dec. 31, 2021 ILS (₪) | Dec. 31, 2021 USD ($) | |
Loss Contingencies [Line Items] | ||
Amount of cost need to pay if replacement of vendor | ₪ 20,000 | $ 6,000 |
Term Of Agreement | 10 years | 10 years |
Amortization of Intangible Assets | ₪ 120,000 | $ 36,000 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 16 | $ 0 | $ 0 | $ 6 |
Total lease costs | $ 16 | $ 0 | $ 0 | $ 6 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 42 | $ 55 | $ 0 |
Operating lease liabilities, current | 18 | 19 | 0 |
Operating lease liabilities, long-term | $ 20 | $ 38 | $ 0 |
Weighted average remaining lease term (in years) | 2 years | 2 years 9 months | 0 years |
Weighted average discount rate | 7.85% | 7.85% | 0% |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 | $ 5,000 | $ 23 |
2023 | 21,000 | 24 |
2024 | 15,000 | 17 |
Total undiscounted lease payments | 41,000 | 64 |
Less: imputed interest | (3,000) | |
Less: Transactions with stockholders | (7) | |
Lease liabilities | $ 38,000 | $ 57 |
STOCKHOLDERS' EQUITY (Narrative
STOCKHOLDERS' EQUITY (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jul. 31, 2022 | Jul. 25, 2022 | Jun. 30, 2022 | Jan. 19, 2022 | Dec. 20, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Oct. 18, 2022 | Sep. 20, 2022 | Mar. 06, 2022 | |
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 501 | |||||||||||
Increase in authorized capital stock | 150,000,000 | |||||||||||
Sale of Stock, Percentage of Ownership after Transaction | 89% | |||||||||||
Par value per share of preferred stock | $ 0.01 | |||||||||||
Share-based compensation on stock options granted to a service provider | $ 58 | $ 0 | ||||||||||
Officer [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 370,014 | |||||||||||
Options granted, exercise price per share | $ 0.0624 | |||||||||||
Options vesting period | 36 months | |||||||||||
Manuka Ltd [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Percentage of outstanding shares acquired | 89% | 89% | ||||||||||
Manuka Ltd [Member] | Subsequent Event [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Percentage of outstanding shares acquired | 89% | |||||||||||
Common Stock [Member] | Manuka Ltd [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 33,791,641 | |||||||||||
Blank Check Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 200,000 | |||||||||||
Par value per share of preferred stock | $ 0.01 | |||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 110,000 | |||||||||||
Par value per share of preferred stock | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Number of common shares issued upon conversion of preferred stock | 600 | 600 | 600 | 110,000 | ||||||||
Number of shares issued and converted into common stock | 66,000,000 | |||||||||||
Series D Convertible Preferred Stock [Member] | Manuka Ltd [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 110,000 | |||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 1,000 | |||||||||||
Par value per share of preferred stock | $ 0.01 | |||||||||||
Number of common shares issued upon conversion of preferred stock | 1,453.65 | |||||||||||
Series A Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares issued and converted into common stock | 453 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Par value per share of preferred stock | $ 0.01 | $ 0.01 | ||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 250 | |||||||||||
Par value per share of preferred stock | $ 0.01 | |||||||||||
Number of common shares issued upon conversion of preferred stock | 1,000 | |||||||||||
Series C Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares issued and converted into common stock | 250 | |||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Par value per share of preferred stock | $ 0.01 | $ 0.01 | ||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 500 | |||||||||||
Sale of Stock, Percentage of Ownership after Transaction | 17.24% | |||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 5,439,650 | |||||||||||
Securities Purchase Agreement [Member] | Series D Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 18,966 | |||||||||||
Agreement with a services provider [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 2.25% | |||||||||||
Number of common stock issued upon exercise of options | 2,242,509 |
RELATED PARTY BALANCES AND TR_3
RELATED PARTY BALANCES AND TRANSACTIONS (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||||
Long-term loans from a major stockholder | $ 233 | $ 239 | $ 62 | |
Trade accounts payable | [1] | $ 303 | $ 0 | |
[1]refer to marketing services provided by one of the Company’s stockholders. |
RELATED PARTY BALANCES AND TR_4
RELATED PARTY BALANCES AND TRANSACTIONS (Details 1) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | ||
Related Party Transactions [Abstract] | |||||
Management fees to a major stockholder | $ 34 | $ 34 | $ 0 | $ 49 | |
Sales and marketing (*) | [1] | 294 | 0 | ||
Interest on long-term loans from a major stockholder (reflected in stockholders’ equity) | 16 | 8 | $ 2 | $ 13 | |
Stockholder’s Salaries | $ 66 | $ 0 | |||
[1]refer to marketing services provided by one of the Company’s stockholders. |
RELATED PARTY BALANCES AND TR_5
RELATED PARTY BALANCES AND TRANSACTIONS (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | |
Director and Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party loans | $ 233 | $ 239 | ||
Stockholder’s loan [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest rate | 8.85% | 8.85% | 8.85% | 8.85% |
Stockholders loan benefit | $ 16 | $ 8 | $ 2 | $ 13 |
TAX ON INCOME (Schedule of Defe
TAX ON INCOME (Schedule of Deferred Income Taxes) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Operating loss carryforward | $ 361 | $ 64 |
Net deferred tax asset before valuation allowance | 85 | 15 |
Valuation allowance | (85) | (15) |
Net deferred tax asset | $ 0 | $ 0 |
TAX ON INCOME (Narrative) (Deta
TAX ON INCOME (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 85 | $ 15 |
Accumulated tax loss carryforward | $ 371 | |
Israel [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Statutory tax rate | 23% | |
Net operating losses | $ 393 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - shares | 1 Months Ended | 6 Months Ended | |||||
Mar. 06, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Nov. 14, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||||
Common stock, shares outstanding | 111,125,405 | 31,549,132 | 26,109,483 | ||||
Subsequent Event [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, shares outstanding | 112,033,909 | ||||||
Manuka Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of outstanding shares acquired | 89% | 89% | |||||
Manuka Ltd [Member] | Subsequent Event [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of outstanding shares acquired | 89% | ||||||
Share Exchange Agreement [Member] | Manuka Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of shares, shares | 33,791,641 | ||||||
Percentage of outstanding shares acquired | 100% | 100% | |||||
Share Exchange Agreement [Member] | Manuka Ltd [Member] | Subsequent Event [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of shares, shares | 33,791,641 | 33,791,641 | |||||
Percentage of outstanding shares acquired | 100% | 100% | |||||
Share Exchange Agreement [Member] | Manuka Ltd [Member] | Preferred Stock D [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of shares, shares | 110,000 | ||||||
Preferred D shares, convertible into common stock | 66,000,000 | ||||||
Share Exchange Agreement [Member] | Manuka Ltd [Member] | Preferred Stock D [Member] | Subsequent Event [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of shares, shares | 110,000 | 110,000 | |||||
Preferred D shares, convertible into common stock | 66,000,000 | 66,000,000 |