Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | Actelis Networks, Inc. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Central Index Key | 0001141284 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
CURRENT ASSETS: | ||||||
Cash and cash equivalents | $ 682 | $ 3,943 | $ 693 | |||
Short term deposits | 254 | 1,622 | ||||
Restricted bank deposits | 450 | 451 | ||||
Trade receivables, net of allowance for credit losses | 715 | 3,034 | 2,147 | |||
Inventories | 2,698 | 1,179 | 897 | |||
Prepaid expenses and other current assets | 616 | 678 | 398 | |||
TOTAL CURRENT ASSETS | 5,415 | 10,907 | 4,135 | |||
NON-CURRENT ASSETS: | ||||||
Property and equipment, net | 66 | 80 | 103 | |||
Prepaid expenses | 592 | 492 | ||||
Restricted cash | 2,407 | 336 | ||||
Restricted bank deposits | 2,036 | 2,027 | 102 | |||
Severance pay fund | 225 | 239 | 266 | |||
Operating lease right of use assets | 403 | 726 | ||||
Long term deposits | 14 | 12 | 78 | |||
TOTAL NON-CURRENT ASSETS | 5,743 | 3,912 | 549 | |||
TOTAL ASSETS | 11,158 | 14,819 | 4,684 | |||
CURRENT LIABILITIES: | ||||||
Long-term loan, net of current maturities | 3,175 | 4,625 | 5,473 | |||
Deferred revenues | 164 | |||||
Warrants | 1,972 | |||||
Convertible loan | 4,905 | |||||
Operating lease liabilities | 129 | 237 | ||||
Accrued severance | 256 | 278 | 315 | |||
Other long-term liabilities | 25 | 48 | 79 | |||
Current maturities of long-term loans | 1,229 | 553 | 758 | |||
Warrants | 8 | 8 | 177 | |||
Trade payables | 2,192 | 1,781 | 1,920 | |||
Deferred revenues | 386 | 484 | 673 | |||
Employee and employee-related obligations | 732 | 793 | 703 | |||
Accrued royalties | 924 | 900 | 818 | |||
Current maturities of operating lease liabilities | 255 | 445 | ||||
Other accrued liabilities | 905 | 1,238 | 902 | |||
TOTAL CURRENT LIABILITIES | 6,631 | 6,202 | 5,951 | |||
TOTAL NON-CURRENT LIABILITIES | 3,585 | 5,352 | 12,744 | |||
TOTAL LIABILITIES | 10,216 | 11,554 | 18,695 | |||
COMMITMENTS AND CONTINGENCIES (Note 10) | ||||||
Redeemable convertible preferred stock | 5,585 | |||||
WARRANTS TO PLACEMENT AGENT (Note 11(e)) | 104 | |||||
TOTAL REDEEMABLE CONVERTIBLE PREFERRED STOCK | 5,585 | |||||
Common stock, value | 1 | [1] | 1 | [1] | [2] | |
Additional paid-in capital | 38,594 | [1] | 36,666 | [1] | 2,824 | |
Accumulated deficit | (37,757) | [1] | (33,402) | [1] | (22,420) | |
TOTAL SHAREHOLDERS’ EQUITY | 838 | 3,265 | (19,596) | |||
TOTAL LIABILITIES AND REDEEMABLE CONVERTIBLE PREFERRED STOCK WARRANTS TO PLACEMENT AGENT AND SHAREHOLDERS’ EQUITY | 11,158 | 14,819 | 4,684 | |||
Non-voting | ||||||
Common stock, value | [1] | [1] | [2] | |||
[1]Adjusted to reflect reverse stock split, see note 3(f).[2]Represents an amount less than $1 thousands. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Trade receivables, net of allowance for credit losses (in Dollars) | $ 125 | $ 125 | $ 61 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 7,988,691 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 | 11,009,315 |
Common stock, shares issued | 2,694,179 | 1,737,986 | |
Common stock, shares outstanding | 2,694,179 | 1,737,986 | |
Series A Preferred Stock [Member] | |||
Preferred stock, shares issued | 0 | 4,986,039 | |
Preferred stock, shares outstanding | 0 | 4,986,039 | |
Aggregate liquidation preference (in Dollars) | $ 5,091 | $ 2,858 | |
Series B Preferred Stock [Member] | |||
Preferred stock, shares issued | 0 | 2,745,004 | |
Preferred stock, shares outstanding | 0 | 2,745,004 | |
Aggregate liquidation preference (in Dollars) | $ 4,271 | $ 2,727 | |
Non-voting | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,803,774 | 2,803,774 | 2,803,774 |
Common stock, shares issued | |||
Common stock, shares outstanding | |||
Previously Reported | |||
Common stock, shares issued | 17,379,861 | 2,050,404 | |
Common stock, shares outstanding | 17,379,861 | 2,050,404 | |
Previously Reported | Non-voting | |||
Common stock, shares issued | 0 | 1,783,773 | |
Common stock, shares outstanding | 0 | 1,783,773 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Income Statement [Abstract] | |||||||||
REVENUES | $ 845 | $ 1,348 | $ 4,589 | $ 6,297 | $ 8,831 | $ 8,545 | |||
COST OF REVENUES | 619 | 813 | 3,043 | 3,258 | 4,721 | 4,575 | |||
GROSS PROFIT | 226 | 535 | 1,546 | 3,039 | 4,110 | 3,970 | |||
OPERATING EXPENSES: | |||||||||
Research and development expenses, net | 691 | 723 | 2,117 | 2,049 | 2,766 | 2,443 | |||
Sales and marketing expenses, net | 691 | 790 | 2,332 | 2,357 | 3,282 | 2,204 | |||
General and administrative expenses, net | 971 | 1,028 | 2,805 | 2,730 | 4,163 | 1,183 | |||
TOTAL OPERATING EXPENSES | 2,353 | 2,541 | 7,254 | 7,136 | 10,211 | 5,830 | |||
OPERATING LOSS | (2,127) | (2,006) | (5,708) | (4,097) | (6,101) | (1,860) | |||
Interest expense | (161) | (198) | (512) | (622) | (830) | (690) | |||
Other Financial income (expenses), net | 1,421 | (3) | 1,865 | (3,781) | (4,051) | (2,701) | |||
NET COMPREHENSIVE LOSS FOR THE PERIOD | $ (867) | $ (2,207) | $ (4,355) | $ (8,500) | $ (10,982) | $ (5,251) | |||
Net loss per share attributable to common shareholders – basic and diluted (in Dollars per share) | $ (0.32) | $ (1.27) | [1],[2] | $ (1.93) | [1],[2] | $ (8.77) | [1],[2] | $ (0.95) | $ (2.56) |
Weighted average number of common stocks used in computing net loss per share – basic and diluted (in Shares) | 2,685,626 | 1,731,753 | [2] | 2,254,235 | [2] | 968,721 | [2] | 11,621,238 | 2,048,788 |
[1]Adjusted to reflect April 2023 reverse stock split, see note 3(f).[2]Adjusted to reflect reverse stock split, see note 3(f). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Net loss per share attributable to common shareholders – diluted | $ (0.32) | $ (1.27) | $ (1.93) | $ (8.77) | $ (0.95) | $ (2.56) |
Weighted average number of common stock used in computing net loss per share – diluted | 2,685,626 | 1,731,753 | 2,254,235 | 968,721 | 11,621,238 | 2,048,788 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock, Warrants to Placement Agent and Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Previously Reported Redeemable Convertible Preferred Stock | Previously Reported Common Stock | Previously Reported Non-voting Common Stock | Previously Reported Additional paid-in capital | Previously Reported Accumulated deficit | Previously Reported | Redeemable Convertible Preferred Stock | Common Stock | Non-voting Common Stock | Additional paid-in capital | Accumulated deficit | Warrants To Placement Agent | Total | ||||||||
Balance at Dec. 31, 2020 | $ 5,585 | [1] | [1] | $ 2,771 | $ (17,169) | $ (14,398) | |||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 7,731,083 | 2,047,641 | 1,783,773 | ||||||||||||||||||
Exercise of options into common stock | [1] | [1] | [1] | ||||||||||||||||||
Exercise of options into common stock (in Shares) | 2,763 | ||||||||||||||||||||
Share based compensation | 53 | 53 | |||||||||||||||||||
Net comprehensive loss for the period | (5,251) | (5,251) | |||||||||||||||||||
Balance at Dec. 31, 2021 | $ 5,585 | [1] | [1] | $ 2,824 | $ (22,420) | $ (19,596) | $ 5,585 | [1] | 2,824 | (22,420) | (19,596) | ||||||||||
Balance (in Shares) at Dec. 31, 2021 | 7,731,083 | 2,050,404 | 1,783,773 | 773,108 | [2] | 205,040 | [2] | 178,377 | [2] | ||||||||||||
Exercise of options into common stock | [1] | [1] | [1] | ||||||||||||||||||
Exercise of options into common stock (in Shares) | [2] | 1,546 | |||||||||||||||||||
Share based compensation | 14 | 14 | |||||||||||||||||||
Share based compensation (in Shares) | [2] | ||||||||||||||||||||
Net comprehensive loss for the period | (4,639) | (4,639) | |||||||||||||||||||
Balance at Mar. 31, 2022 | $ 5,585 | [1] | 2,838 | (27,059) | (24,221) | ||||||||||||||||
Balance (in Shares) at Mar. 31, 2022 | [2] | 773,108 | 206,586 | 178,377 | |||||||||||||||||
Balance at Dec. 31, 2021 | $ 5,585 | [1] | [1] | 2,824 | (22,420) | (19,596) | $ 5,585 | [1] | 2,824 | (22,420) | (19,596) | ||||||||||
Balance (in Shares) at Dec. 31, 2021 | 7,731,083 | 2,050,404 | 1,783,773 | 773,108 | [2] | 205,040 | [2] | 178,377 | [2] | ||||||||||||
Net comprehensive loss for the period | (8,500) | ||||||||||||||||||||
Balance at Sep. 30, 2022 | $ 1 | 36,482 | (30,920) | 5,563 | |||||||||||||||||
Balance (in Shares) at Sep. 30, 2022 | [2] | 1,731,755 | |||||||||||||||||||
Balance at Dec. 31, 2021 | $ 5,585 | [1] | [1] | 2,824 | (22,420) | (19,596) | $ 5,585 | [1] | 2,824 | (22,420) | (19,596) | ||||||||||
Balance (in Shares) at Dec. 31, 2021 | 7,731,083 | 2,050,404 | 1,783,773 | 773,108 | [2] | 205,040 | [2] | 178,377 | [2] | ||||||||||||
Exercise of options into common stock | [1] | 5 | 5 | ||||||||||||||||||
Exercise of options into common stock (in Shares) | 77,749 | ||||||||||||||||||||
Share based compensation | 220 | 220 | |||||||||||||||||||
Conversion of convertible redeemable preferred stock to common stock upon initial public offering | $ (5,585) | $ 1 | 5,584 | 5,585 | |||||||||||||||||
Conversion of convertible redeemable preferred stock to common stock upon initial public offering (in Shares) | (7,731,083) | 7,731,083 | |||||||||||||||||||
Issuance of common stock upon initial public offering and private placement, net of underwriting discounts and commissions and other offering costs | [1] | 14,675 | 14,675 | ||||||||||||||||||
Issuance of common stock upon initial public offering and private placement, net of underwriting discounts and commissions and other offering costs (in Shares) | 4,212,500 | ||||||||||||||||||||
Conversion of convertible loan to common stock upon initial public offering | [1] | 6,553 | 6,553 | ||||||||||||||||||
Conversion of convertible loan to common stock upon initial public offering (in Shares) | 1,638,161 | ||||||||||||||||||||
Conversion of convertible note to common stock upon initial public offering | [1] | 3,600 | 3,600 | ||||||||||||||||||
Conversion of convertible note to common stock upon initial public offering (in Shares) | 900,096 | ||||||||||||||||||||
Conversion of warrants to common stock upon initial public offering | [1] | 3,190 | 3,190 | ||||||||||||||||||
Conversion of warrants to common stock upon initial public offering (in Shares) | 797,567 | ||||||||||||||||||||
Redemption of non-voting common stock upon initial public offering | [1] | [1] | |||||||||||||||||||
Redemption of non-voting common stock upon initial public offering (in Shares) | (1,783,773) | ||||||||||||||||||||
Repurchase of common stock | [1] | 15 | 15 | ||||||||||||||||||
Repurchase of common stock (in Shares) | (27,699) | ||||||||||||||||||||
Net comprehensive loss for the period | (10,982) | (10,982) | |||||||||||||||||||
Balance at Dec. 31, 2022 | $ 1 | 36,666 | (33,402) | 3,265 | $ 1 | 36,666 | (33,402) | 3,265 | |||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 17,379,861 | [2] | 1,737,986 | [2] | [2] | ||||||||||||||||
Balance at Mar. 31, 2022 | $ 5,585 | [1] | 2,838 | (27,059) | (24,221) | ||||||||||||||||
Balance (in Shares) at Mar. 31, 2022 | [2] | 773,108 | 206,586 | 178,377 | |||||||||||||||||
Share based compensation | 14 | 14 | |||||||||||||||||||
Share based compensation (in Shares) | [2] | ||||||||||||||||||||
Conversion of convertible preferred stock to common stock upon initial public offering | $ (5,585) | $ 1 | 5,584 | 5,585 | |||||||||||||||||
Conversion of convertible preferred stock to common stock upon initial public offering (in Shares) | [2] | (773,108) | 773,108 | ||||||||||||||||||
Issuance of common stock upon initial public offering and private placement, net of underwriting discounts and commissions and other offering costs | [1] | 14,675 | 14,675 | ||||||||||||||||||
Issuance of common stock upon initial public offering and private placement, net of underwriting discounts and commissions and other offering costs (in Shares) | [2] | 421,250 | |||||||||||||||||||
Conversion of convertible loan to common stock upon initial public offering | [1] | 6,553 | 6,553 | ||||||||||||||||||
Conversion of convertible loan to common stock upon initial public offering (in Shares) | [2] | 163,816 | |||||||||||||||||||
Conversion of convertible note to common stock upon initial public offering | [1] | 3,600 | 3,600 | ||||||||||||||||||
Conversion of convertible note to common stock upon initial public offering (in Shares) | [2] | 90,009 | |||||||||||||||||||
Conversion of warrants to common stock upon initial public offering | [1] | 3,190 | 3,190 | ||||||||||||||||||
Conversion of warrants to common stock upon initial public offering (in Shares) | [2] | 79,756 | |||||||||||||||||||
Redemption of non-voting common stock upon initial public offering | [1] | [1] | |||||||||||||||||||
Redemption of non-voting common stock upon initial public offering (in Shares) | [2] | (178,377) | |||||||||||||||||||
Repurchase of common stock | [1] | 15 | 15 | ||||||||||||||||||
Repurchase of common stock (in Shares) | [2] | (2,770) | |||||||||||||||||||
Net comprehensive loss for the period | (1,654) | (1,654) | |||||||||||||||||||
Balance at Jun. 30, 2022 | $ 1 | 36,469 | (28,713) | 7,757 | |||||||||||||||||
Balance (in Shares) at Jun. 30, 2022 | [2] | 1,731,755 | |||||||||||||||||||
Share based compensation | 13 | 13 | |||||||||||||||||||
Share based compensation (in Shares) | [2] | ||||||||||||||||||||
Net comprehensive loss for the period | (2,207) | (2,207) | |||||||||||||||||||
Net comprehensive loss for the period (in Shares) | [2] | ||||||||||||||||||||
Balance at Sep. 30, 2022 | $ 1 | 36,482 | (30,920) | 5,563 | |||||||||||||||||
Balance (in Shares) at Sep. 30, 2022 | [2] | 1,731,755 | |||||||||||||||||||
Balance at Dec. 31, 2022 | $ 1 | 36,666 | (33,402) | 3,265 | $ 1 | 36,666 | (33,402) | 3,265 | |||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 17,379,861 | [2] | 1,737,986 | [2] | [2] | ||||||||||||||||
Share based compensation | 95 | 95 | |||||||||||||||||||
Share based compensation (in Shares) | [2] | ||||||||||||||||||||
Repurchase of common stock | [1] | (50) | (50) | ||||||||||||||||||
Repurchase of common stock (in Shares) | [2] | (7,920) | |||||||||||||||||||
Net comprehensive loss for the period | (1,895) | (1,895) | |||||||||||||||||||
Net comprehensive loss for the period (in Shares) | |||||||||||||||||||||
Balance at Mar. 31, 2023 | $ 1 | 36,711 | (35,297) | 1,415 | |||||||||||||||||
Balance (in Shares) at Mar. 31, 2023 | [2] | 1,730,066 | |||||||||||||||||||
Balance at Dec. 31, 2022 | $ 1 | $ 36,666 | $ (33,402) | $ 3,265 | $ 1 | 36,666 | (33,402) | 3,265 | |||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 17,379,861 | [2] | 1,737,986 | [2] | [2] | ||||||||||||||||
Net comprehensive loss for the period | (4,355) | ||||||||||||||||||||
Balance at Sep. 30, 2023 | $ 1 | 38,594 | (37,757) | 104 | 838 | ||||||||||||||||
Balance (in Shares) at Sep. 30, 2023 | [2] | 2,694,179 | |||||||||||||||||||
Balance at Mar. 31, 2023 | $ 1 | 36,711 | (35,297) | 1,415 | |||||||||||||||||
Balance (in Shares) at Mar. 31, 2023 | [2] | 1,730,066 | |||||||||||||||||||
Exercise of options into common stock | [1] | 10 | 10 | ||||||||||||||||||
Exercise of options into common stock (in Shares) | [2] | 10,652 | |||||||||||||||||||
Share based compensation | 97 | 97 | |||||||||||||||||||
Share based compensation (in Shares) | [2] | ||||||||||||||||||||
Issuance of common stock and pre-funded warrants upon private placement, net of underwriting commissions and other offering costs | [1] | 1,356 | 104 | 1,356 | |||||||||||||||||
Issuance of common stock and pre-funded warrants upon private placement, net of underwriting commissions and other offering costs (in Shares) | [2] | 190,000 | |||||||||||||||||||
Net comprehensive loss for the period | (1,593) | (1,593) | |||||||||||||||||||
Net comprehensive loss for the period (in Shares) | |||||||||||||||||||||
Balance at Jun. 30, 2023 | $ 1 | 38,174 | (36,890) | 104 | 1,285 | ||||||||||||||||
Balance (in Shares) at Jun. 30, 2023 | [2] | 1,930,718 | |||||||||||||||||||
Exercise of options into common stock | [1] | [1] | [1] | ||||||||||||||||||
Exercise of options into common stock (in Shares) | [2] | 8,791 | |||||||||||||||||||
Share based compensation | 106 | 106 | |||||||||||||||||||
Share based compensation (in Shares) | [2] | ||||||||||||||||||||
Exercise of pre-funded warrants into common stock | [1] | [1] | [1] | ||||||||||||||||||
Exercise of pre-funded warrants into common stock (in Shares) | [2] | 754,670 | |||||||||||||||||||
Reclassification of warrants from liabilities to equity (see note (11(d)) | 314 | 314 | |||||||||||||||||||
Reclassification of warrants from liabilities to equity (see note (11(d)) (in Shares) | [2] | ||||||||||||||||||||
Net comprehensive loss for the period | (867) | (867) | |||||||||||||||||||
Net comprehensive loss for the period (in Shares) | |||||||||||||||||||||
Balance at Sep. 30, 2023 | $ 1 | $ 38,594 | $ (37,757) | $ 104 | $ 838 | ||||||||||||||||
Balance (in Shares) at Sep. 30, 2023 | [2] | 2,694,179 | |||||||||||||||||||
[1]Represents an amount less than $1 thousands.[2]Adjusted to reflect reverse stock split, see note 3(f). |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net loss for the period | $ (4,355) | $ (8,500) | $ (10,982) | $ (5,251) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation | 20 | 29 | 23 | 37 | ||
Changes in fair value related to warrants to lenders and investors | (1,658) | 1,068 | 1,049 | 1,031 | ||
Warrant issuance costs | 223 | |||||
Inventories write-downs | 132 | 106 | 147 | 102 | ||
Exchange rate differences | (365) | (798) | (642) | 167 | ||
Share-based compensation | 298 | 41 | 220 | 53 | ||
Changes in fair value related to convertible loan | 1,648 | 1,648 | 1,342 | |||
Changes in fair value related to convertible note | 1,753 | 1,753 | ||||
Financial income from short and long term bank deposit | (78) | |||||
Treasury shares | 15 | |||||
Interest expenses | 830 | 235 | ||||
Changes in operating assets and liabilities: | ||||||
Trade receivables | 2,319 | 37 | (887) | (731) | ||
Net change in operating lease assets and liabilities | 25 | (62) | (44) | |||
Inventories | (1,651) | (271) | (429) | 78 | ||
Prepaid expenses and other current assets | 62 | (251) | (280) | (236) | ||
Long term prepaid expenses | (100) | (245) | ||||
Other long-term assets | (492) | |||||
Long term deposits | 27 | |||||
Trade payables | 411 | (1,067) | (139) | (217) | ||
Deferred revenues | (262) | 145 | (25) | 92 | ||
Other current liabilities | (185) | 406 | 508 | 516 | ||
Other long-term liabilities | (30) | 185 | (41) | 29 | ||
Net cash used in operating activities | (5,194) | (5,776) | (7,768) | (2,726) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Short term deposits | 1,363 | (68) | (1,622) | |||
Long term deposits | (2) | 66 | ||||
Long term Restricted bank deposits | 75 | (27) | ||||
Restricted bank deposit | (2,451) | |||||
Purchase of property and equipment | (6) | (34) | (54) | |||
Net cash provided by (used in) investing activities | 1,430 | (102) | (4,034) | (54) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Proceeds from exercise of options | 10 | [1] | 5 | [1] | ||
Proceeds from issuance of common stocks, pre-funded warrants and warrants (see Note 11d) | 3,500 | |||||
Proceeds from long-term debt, net of issuance costs | 2,904 | |||||
Proceeds from initial public offering and private placement | 18,712 | 18,697 | ||||
Underwriting discounts and commissions and other offering costs | (291) | (2,175) | (2,175) | |||
Repurchase of common stock | (50) | |||||
Repayment of long-term loan | (583) | (509) | (1,241) | |||
Net cash provided by financing activities | 2,586 | 16,028 | 15,286 | 2,904 | ||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (12) | 46 | (72) | 167 | ||
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (1,190) | 10,150 | 3,484 | 124 | ||
BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD | 4,279 | 795 | 795 | 671 | ||
BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD | 3,089 | 10,945 | 4,279 | 795 | ||
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||||||
Cash and cash equivalents | 682 | 10,206 | 3,943 | 693 | ||
Restricted cash, current | 650 | |||||
Restricted cash, non-current | 2,407 | 89 | ||||
Restricted cash, non-current | 336 | 102 | ||||
Total cash, cash equivalents and restricted cash | 3,089 | 10,945 | 4,279 | 795 | ||
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION: | ||||||
Cash paid for interest | 512 | 626 | 818 | 511 | ||
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS: | ||||||
Issuance costs of common stock, pre-funded warrants and warrants | 104 | |||||
Reclassification of warrants from liability to equity upon amendment to private placement agreement (see Note 11(d)) | $ 314 | |||||
Additional warrants | 95 | |||||
Right of use assets obtained in exchange for new operating lease liabilities | 237 | |||||
Conversion of convertible loan to common stock upon initial public offering | 6,553 | |||||
Conversion of convertible note to common stock upon initial public offering | 3,600 | |||||
Conversion of warrants to common stock upon initial public offering | 3,190 | |||||
Conversion of convertible redeemable preferred stock to common stock upon initial public offering | 5,585 | |||||
Repurchase of common stock | $ 15 | |||||
[1]Represents an amount less than $1 thousands. |
General
General | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
General [Abstract] | ||
GENERAL | NOTE 1 — GENERAL: a. -owned b. -19 -19 The Company’s operations and the operations of the Company’s suppliers, channel partners and customers were disrupted to varying degrees by a range of external factors related to the COVID -19 The duration and extent of any future epidemic or pandemic and its potential effect on the Company depends on future developments that cannot be accurately predicted at this time. c. -term | NOTE 1 — GENERAL: a. -owned b. -19 -19 The Company’s operations and the operations of the Company’s suppliers, channel partners and customers were disrupted to varying degrees by a range of external factors related to the COVID -19 -19 -19 -to-face -19 -residential -crisis-related The duration and extent of the impact from the COVID -19 c. -term conditions and has determined that the Company does not have sufficient resources to meet its operating obligations for at least one year from the issuance date of these consolidated financial statements. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. These consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | ||
INITIAL PUBLIC OFFERING | NOTE 2 — INITIAL PUBLIC OFFERING (*): On May 17, 2022, the Company finalized its IPO offering of an aggregate of 421,250 shares of common stock, including the partial exercise by the underwriter of its option to purchase 46,250 additional shares of common stock, at a price to the public of $40.00 per share. The net proceeds from the offering, including the over -allotment As a result of the IPO, the Company issued common stock in the transactions described below: 1) Redeemable convertible preferred stock 2) Convertible loan agreement (“CLA”) (see Note 8) Upon such issuance, the Company reclassified the Convertible loan’s carrying amount (which reflected its then current fair value), into shareholders’ equity. 3) Convertible notes (see Note 7) 4) Warrants (See Note 9) 1. -Tefahot 2. 3. -10 As of the issuance date of the underwriter warrants, the fair value of the warrants was estimated at $145. The valuation was based on a Black -Scholes -pricing -free 5) -voting (*) | NOTE 2 — INITIAL PUBLIC OFFERING: On May 17, 2022, the Company finalized its IPO offering of an aggregate of 4,212,500 The net proceeds from the offering, including the over -allotment As a result of the IPO, the Company issued common stock in the transactions described below: a. Redeemable convertible preferred stock (see Note 13) b. Convertible loan agreement (“CLA”) (see Note 11) Upon such issuance, the Company reclassified the Convertible loan’s carrying amount (which reflected its then current fair value), into shareholders’ equity. c. Convertible notes (see Note 10) d. Warrants (See Note 14): 1. -Tefahot 2. 3. -10 As of the issuance date of the underwriter warrants, the fair value of the warrants was estimated at $145. The valuation was based on a Black -Scholes -pricing -free e. -voting |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | ||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES: a) Basis of presentation The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with Article 10 of the Securities and Exchange Commission (“SEC”)’s Regulation S -X Certain prior period amounts have been reclassified to conform to the current period presentation. b) Use of estimates in preparation of financial statements The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, fair values of financial instruments, inventory write -offs c) Revenue recognition The Company’s products consist of hardware and an embedded software that function together to deliver the product’s functionality. The embedded software is essential to the functionality of the Company’s products. The Company’s products are sold with a two -year -based -site The Company also offers its customers other management software. The Company sells its other non -embedded -based The Company provides, to certain customers, software updates that it chooses to develop, which the Company refers to as unspecified software updates, and enhancements related to the Company’s management software through support service contracts. The Company also offers its customers product support services which include telephone support, remote diagnostics and access to on -site The Company’s customers are comprised of resellers, system integrators and distributors. The Company follows five steps to record revenue: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. The Company’s contracts do not include additional discounts once product price is set, right of returns, significant financing components or any forms of variable consideration. The Company uses the practical expedient and does not assess the existence of a significant financing component when the difference between payment and revenue recognition is less than a year. The Company’s service period is for one year and is paid for either up front or on a quarterly basis. Sales of products Most of the Company’s contracts are of a single performance obligation (sales of the product with a standard warranty) thus the entire transaction price is allocated to the single performance obligation. In addition, the Company also sells separate services such as product support service and extended warranty. Sales of software with related services The Company sells perpetual management software and term -based -alone -based -based -alone -alone Revenue from selling the Company’s product and/or the software management (either as term -based -line -based d) Fair value of financial instruments Fair value measurements are classified and disclosed in one of the following three categories: Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table represents the fair value hierarchy for the Company’s financial assets and liabilities measured at fair value on a recurring basis as of: Fair value measurements at Description Total Level 1 Level 2 Level 3 Liabilities: Warrants (See Note 9) $ 8 $ — $ — $ 8 Fair value measurements at Description Total Level 1 Level 2 Level 3 Liabilities: Warrants (See Note 9) $ 8 $ — $ — $ 8 As of September 30, 2023, and December 31, 2022, the fair values of the Company’s cash, cash equivalents, short and long -term -term e) Concentration of risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and trade receivables. Cash and cash equivalents and restricted cash are placed with banks and financial institutions in the United States and Israel. Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, present minimal credit risk with respect to those investments. The Company’s trade receivables are derived primarily from telecommunication operators, the Company’s reseller customers and enterprises located mainly in the United States, Europe, and Asia. Credit risk with respect to trade receivables exists to the full extent of the amounts presented in the condensed consolidated financial statements. Accounts receivable have been reduced by an allowance for credit losses. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability. The Company has major customers, representing as follows: 1. 2. 3. 4. 5. The Company does not see any credit risk regarding the major trade receivable balance, as most of the remaining balance was paid off after the balance sheet date. f) Reverse stock split On April 15, 2022, the Company’s Board of Directors approved a Reverse Stock Split in the ratio of forty -six -one -to-one The Company accounted for the Reverse Stock Splits on a retroactive basis pursuant to ASC 260. As a result, all common stock, Non -voting g) New Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016 -13 | NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES: a. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Certain prior period amounts have been reclassified to conform to the current year presentation. b. The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, Fair value of financial instruments, inventory write -offs c. The currency of the primary economic environment in which the operations of the Company and its Subsidiary are conducted is the U.S. dollar (“$” or “dollar”). Therefore, the functional currency of the Company and its Subsidiary is the dollar. In determining the appropriate functional currency to be used, the Company reviewed factors relating to sales, costs and expenses, financing activities and cash flows. Transactions and balances denominated in dollars are presented at their original amounts. Non -dollar -measured -10 -measurement -dollar d. The consolidated financial statements include the accounts of the Company and the Subsidiary. Intercompany transactions and balances have been eliminated upon consolidation. e. The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents are carried at cost, which approximates their fair value. f. Restricted cash consists of cash held in restricted accounts, classified as current or long term based on the expected timing of the disbursement. Restricted deposits consist of deposits held in restricted deposits bank accounts including deposits held as collateral for guarantees to third parties and other, classified as current or long term based on the expected timing of the disbursement g. Treasury shares represents ordinary shares repurchased by the Company that are no longer outstanding and are held by the Company. Treasury shares are accounted for under the cost method. Under this method, repurchases of ordinary shares are recorded as treasury shares at historical purchase prices. At retirement, the ordinary shares account is charged only for the aggregate par value of the shares. The treasury shares have no rights. h. Trade receivables are recorded at the invoiced amount, are unsecured and do not bear interest. Trade receivables are stated net of allowances. The allowance for doubtful accounts is based on the Company’s periodic assessment of the collectability of the accounts based on a combination of factors including the payment terms of each account, its age, the collection history of each customer, and the customer’s financial condition. On this basis, management has determined that an allowance for doubtful accounts of $125 and $61 was appropriate as of December 31, 2022, and December 31, 2021, respectively. Allowance for doubtful expense for the years ended December 31, 2022, and 2021 was $64 and $0, respectively. i. Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory write -offs -moving -off -cancelable Cost is determined as follows: Raw materials, parts, supplies and finished products — using the weighted average cost method. j. Property and equipment is stated at cost less accumulated depreciation. Maintenance and repairs are expensed as incurred. Depreciation expense is calculated on a straight -line Annual rates of depreciation are as follows: % Computers, electronic equipment and software Mainly 33% Office furniture and equipment 7 Leasehold improvements By the shorter of lease term and the estimated useful life of the asset k. -lived assets subject to amortization The Company evaluates long -lived -lived any, are less than the carrying value of the assets. If the Company identifies an impairment, the Company reduces the carrying amount of the assets to their estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. l. The Company’s product consists of hardware and an embedded software that function together to deliver the product’s essential functionality. The embedded software is essential to the functionality of the Company’s products. The Company’s products are sold with a two -year -based -site The Company also offers its customers other management software. The Company sells its other non -embedded -based The Company provides, to certain customers, software updates that it chooses to develop, which the Company refers to as unspecified software updates, and enhancements related to the Company’s management software through support service contracts. The Company also offers its customers product support services which include telephone support, remote diagnostics and access to on -site The Company’s customers are comprised of resellers, system integrators and distributors. The Company follows five steps to record revenue: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) it satisfies its performance obligations. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. The Company’s contracts do not include additional discounts once product price is set, right of returns, significant financing components or any forms of variable consideration. The Company uses the practical expedient and does not assess the existence of a significant financing component when the difference between payment and revenue recognition is less than a year. The Company’s service period is for one year and is paid for either up front or on a quarterly basis. Sales of products Most of the Company’s contracts are of a single performance obligation (sales of the product with a standard warranty) thus the entire transaction price is allocated to the single performance obligation. In addition, the Company also sells separate services such as product support service and extended warranty. Sales of software with related services The Company sells perpetual management software and term -based -alone -based -alone -based -alone -alone Revenue from selling the Company’s product and/or the software management (either as term -based -line -based m. Cost of revenues includes cost of materials, costs associated with packaging, assembly and testing costs, as well as cost of personnel (including share -based -site n. The Company’s lease accounting policy until December 31, 2021, prior to the adoption of the new lease standard — ASC-842. The Company leases real estate and cars for use in its operations, which are classified as operating leases. Rental expense for year ended December 31, 2021, was $516. The lease expenses are recognized on a straight -line The Company’s lease accounting policy from January 1, 2022, following the adoption of the new lease standard The Company adopted the new lease standard and all the related amendments on a prospective basis as of January 1, 2022, and used the effective date as the Company’s date of initial application. Consequently, historical financial information was not updated, and the disclosures required under the new standard are not provided for dates and periods before January 1, 2022. The Company determines if an arrangement is or contains a lease at inception. If an arrangement is a lease, the Company determines whether it is an operating lease or a finance lease at the lease commencement date. As of December 31, 2021, and 2022, the Company did not have any finance leases. Operating leases are included in operating lease right of use assets and operating lease liabilities (current and non -current Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date., the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The new lease standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short -term -term -lease -estate Regarding leases denominated in a foreign currency, the related ROU assets are remeasured using the exchange rate in effect at the date of initial recognition; the related lease liabilities are remeasured using the exchange rate in effect at the end of the reporting period. Certain of the Company’s lease agreements include rental payments based on changes in the CPI. Lease liabilities are not remeasured as a result of changes in the CPI; instead, changes in the CPI are treated as variable lease payments and recognized in the period in which the related obligation was incurred. The Company includes these variable payments in the initial measurement of the lease right -of-use -current In lease agreements that include extension options, the lease term includes the options to extend the lease, only to the extent it is reasonably certain that the Company will exercise such extension options. The application of ASC 842 has resulted in the recognition of approximately $1,046 ROU assets and lease liabilities on the Company’s balance sheet as of the effective date, and in the requirement to provide significant new disclosures regarding the Company’s leasing activities and to enable users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. However, the adoption of this standard does not have a significant impact on the Company’s consolidated statements of comprehensive loss and consolidated statements of cash flows. See note 7 for further discussion. Sublease In October 2021, the Company entered into a sublease agreement for its offices in the United States. The Company applies the guidelines in ASC -842 The sublease income is recognized on a straight -line o. The Company complies with the requirements of ASC 340 -10-S99-1 The Company incurred offering costs amounting to approximately $1.45 million, related to underwriting discounts and commissions, and other offering costs of $1 million as a result of the IPO. p. Basic net loss per share is computed using the weighted average number of common shares and fully vested RSUs outstanding during the period, net of treasury shares. In computing diluted loss per share, basic loss per share is adjusted to take into account the potential dilution that could occur upon: (i) the exercise of options and non -vested exercise of warrants using the treasury stock method; and (ii) the conversion of the redeemable convertible preferred stock, and convertible loan using the “if -converted q. Fair value measurements are classified and disclosed in one of the following three categories: Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table represents the fair value hierarchy for the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31: Fair value measurements at Description Total Level 1 Level 2 Level 3 U.S. dollars in thousands Liabilities: Warrants (Note 14) $ 8 $ — $ — $ 8 Fair value measurements at Description Total Level 1 Level 2 Level 3 U.S. dollars in thousands Assets: Monet market funds $ 102 $ 102 $ — $ — Liabilities: Convertible Loan (Note 11) $ 4,905 $ — $ — $ 4,905 Warrants (Note 14) $ 2,149 $ — $ — $ 2,149 As of December 31, 2022, and 2021, the fair values of the Company’s cash, cash equivalents, short and long -term -term r. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and trade receivables. Cash and cash equivalents and restricted cash are placed with banks and financial institutions in the United States and Israel. Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, present minimal credit risk with respect to those investments. The Company’s trade receivables are derived primarily from telecommunication operators, the Company’s reseller customers and enterprises located mainly in the United States, Europe, and Asia. Credit risk with respect to trade receivables exists to the full extent of the amounts presented in the consolidated financial statements. Management makes judgments as to its ability to collect outstanding accounts receivable and provides allowances for the applicable portion of accounts receivable when collection becomes doubtful. Management provides allowances based upon a specific review of all significant outstanding invoices, analysis of its historical collection experience, and current economic trends. If the historical data used to calculate the allowance for doubtful accounts does not reflect the Company’s future ability to collect outstanding accounts receivable, additional provisions for doubtful accounts may be needed, and the future results of operations could be materially affected. The Company has major customers, representing: 1. 2. 3. See note 18 for details regarding the revenues from these customers. The Company does not see any credit risk regarding this balance, as most of the remaining balance was paid off after the balance sheet date. s. The Company is subject to a number of risks associated with companies in a similar stage of development, including, but not limited to, dependence on key employees; potential competition from larger, more established companies; the ability to develop and bring new products to market; the ability to attract and retain additional qualified personnel; the ability to obtain raw materials required to deliver its products to customers; and the ability to obtain adequate financing to support its growth. t. The Company’s products generally include standard warranty of two -current The following table sets forth activity in the Company’s accrued warranty account for each of the years ended December 31, 2022, and 2021.: Year ended December 31 2022 2021 U.S. dollars in thousands Balance at the beginning of the year 158 90 Cost incurred (7 ) (68 ) Expense (income) recognized (55 ) 136 Balance at the end of the year 96 158 u. Sales and marketing expenses include such expenses for the company’s sales teams, business development activities, sales engineering, and customer support. v. Research and development costs are expensed as incurred and include compensation for engineers, external services, and material costs associated with new product development, enhancement of current products. During 2022 and 2021, no grants were received. Based on the Company’s product development process, the Company does not incur material costs after the point in time at which the product as a whole reaches technological feasibility. w. The Company classifies shipping and handling charged to customers as revenues and classifies costs relating to shipping and handling as cost of revenues. x. The Company is paying royalties to the government of Israel for funding received for research and development. Royalties are calculated and paid at a rate of 3% of the applicable revenues. During 2022 and 2021, respectively, the Company incurred royalty expenses of $257 and $258, included within cost of revenues (see note 12). y. The Company operates in one segment. Management does not segregate its business for internal reporting. The chief operating decision maker is the Company’s Chief Executive Officer (“CODM”) The CODM evaluates the performance of its business based on financial data consistent with the presentation in the accompanying financial statements. The Company concluded that its unified business is conducted globally and accordingly represents one operating segment. z. The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between the financial reporting and the tax basis 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 if it is more likely than not that a portion or all of the deferred tax assets will not be realized. ASC 740 contains a two -step Taxes which would apply in the event of disposal of investment in foreign subsidiary has not been taken into account in computing the deferred taxes, since the Company’s intention is to hold, and not to realize the investment. aa. Severance pay The Company’s liability for severance pay for its Israeli employees is calculated pursuant to the Israeli Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment, as of the balance sheet date. Employees whose employment is terminated by the Company or who are otherwise entitled to severance pay in accordance with Israeli law or labor agreements are entitled to one month’s salary for each year of employment or a portion thereof. The Company’s liability for all of its Israeli employees is partly provided for by monthly deposits for insurance policies and the remainder by an accrual. The value of these policies is recorded as an asset in the Company’s consolidated balance sheet. Such deposits are not considered to be “plan assets” and are therefore included in other non -current During April and May 2008 (the “transition date”), the Company amended the contracts of most of its Israeli employees so that starting on the transition date, such employees are subject to Section 14 of the Severance Pay Law, 1963 (“Section 14”) for severance pay accumulated in periods of employment subsequent to the transition date. Pursuant to Section 14, these employees are entitled to monthly deposits made by the Company on their behalf with insurance companies. These deposits are not recorded as an asset on the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. The Company’s contributions to the defined contribution plans are charged to the consolidated statements of Comprehensive loss as and when the services are received from the Company’s employees. For the Company’s employees in Israel that began employment prior to Article 14, the Company calculates the liability for severance pay based on the most recent salary of these employees multiplied by the number of years of employment as of the Article 14 inception date. These liabilities are presented under accrued severance pay in the Company’s consolidated balance sheets. The amounts used to fund these liabilities are included in the Company’s consolidated balance sheets under severance pay fund. The carrying value for the deposited funds for the Company’s employees’ severance pay for employment periods prior to the transition date include profits and losses accumulated up to the balance sheet date. The amounts of Contribution plans expenses were approximately $182 and $156 for each of the years ended December 31, 2022, and 2021, respectively. The Company expects to contribute approximately $189 in the year ending December 31, 2023, to insurance companies in connection with its contribution plans. Gain (loss) on amounts funded in respect of employee rights upon retirement totaled approximately $(4) and $(8) for the years ended December 31, 2022 and 2021, respectively. 401(k) profit sharing plans The Company has a number of savings plans in the United States that qualify under Section 401(k) of the current Internal Revenue Code as a “safe harbor” plan. The Company must make a mandatory contribution to the 401(k) plan to satisfy certain nondiscrimination requirements under the Internal Revenue Code. This mandatory contribution is made to all eligible employees. The contribution costs were $9 and $6 for the years ended December 31, 2022, and 2021, respectively. bb. -based compensation Share -based -based -date -line four three The Company accounts for share -based -Scholes -pricing The Company follows ASC 718 to determine whether a share -based -based -Scholes -pricing For options and RSU’s with graded vesting, the Company has elected a fair -value-based -average The Company has adopted the actual approach as its accounting policy to account for forfeitures’ effect on its share -based cc. The Company follows ASC 480 -10 -10 The Company concluded that the value of the note is predominantly based on a fixed monetary amount known at the date of issuance, to be converted into shares of common stock, at a conversion price per share reflecting a discount of 40% conversion price Accordingly, the note was classified as a liability and is measured at its fair value, pursuant to the provisions of ASC 480 -10 dd. The Company follows ASC 480 -10 -10 The Company concluded that the value of the loan is predominantly based on a fixed monetary amount known at the date of issuance, to be converted into shares of common stock, at a conversion price per share reflecting a discount of no more than 65% of the lowest price per share paid by any investor in an offering. Accordingly, the loan was classified as a liability and is measured at its fair value, pursuant to the provisions of ASC 480 -10 ee. Common stock warrants The Company accounts for its warrants as either equity -classified -classified Redeemable Preferred stock warrants The Company accounts for redeemable preferred stock warrants at fair value and classifies redeemable preferred stock warrants as liabilities in accordance with ASC 480, as the warrants are exercisable into contingently redeemable preferred stock as described in Note 14. All redeemable preferred stock warrants are recognized at fair value and re -measured Following the guidance of ASC 480 the warrants were required to be classified as a liability because the redemption feature of their underlying redeemable preferred stock potentially requires the Company to repurchase its stock by transferring assets upon specific events which would not necessarily be within the control of the Company (See note 14). In connection with the consummation of the IPO, the type of the stock has changed from redeemable preferred stock to common stock at conversion, and the Company re -evaluated Other redeemable preferred stock warrants were converted into the Company’s common stock upon the consummation of the IPO. Warrants issued in connection with obtaining loans and/or securing credit facilities Warrants issued in connection with obtaining a loan or securing a credit facility are considered deferred issuance costs. Deferred issuance costs for obtaining a loan are reflected as a deduction from the carrying amount of the related loan and are amortized using the effective interest method. Deferred issuance costs incurred in connection with securing a credit facility of non -revolving -line The Company’s redeemable preferred stock is not mandatorily redeemable, nor redeemable at the option of the holder after a specified date, but a deemed liquidation event would constitute a redemption event outside of the common shareholders’ control. Therefore, all redeemable Preferred stock has been presented outside of permanent equity in accordance with ASC 480 -10-S99-3A gg. The Company accounts for its contingent liabilities in accordance with ASC Topic 450, Contingencies (“ASC 450”). A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. hh. On April 15, 2022 (the “Closing Date”), the Company’s Board of Directors approved a Reverse Stock Split in the ratio of forty -six -one The Company accounted for the Reverse Stock Split on a retroactive basis pursuant to ASC 260. As a result, all common stock, Non -voting ii. Recently adopted accounting pronouncements: In February 2016, the FASB issued ASU 2016 -02 -of-use The Company adopted the new lease standard and all the related amendments on January 1, 2022 and used the effective date as the Company’s date of initial application. Consequently, financial information was not updated and the disclosures required under the new standard are not provided for dates and periods before January 1, 2022. ASC 842 provides a number of optional practical expedients in transition, which permits the Company not to reassess its prior conclusions regarding lease identification, lease classification and initial direct costs under the new standard. The Company elected to utilize the available package of practical expedients permitted under the transition guidance within ASC 842 which does not require it to reassess the prior conclusions about lease identification, lease classification and initial direct costs. Upon adoption of ASC 842, the Company recognized operating right -of-use In December 2019, the FASB issued ASU No. 2019 -12 -12 -12 In November 2021, the FASB issued ASU 2021 -10 -scope Recently issued accounting pronouncements, not yet adopted: As an emerging growth company, the Jumpstart Our Business Startup Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. In June 2016, the FASB issued ASU No. 2016 -13 -13 In March 2020, the FASB issued ASU 2020 -04 The Company’s exposure to reference rate reform is due to royalties payments the Company is obligated to pay for research and development grants received from the Government of Israel (see note 8b). As of the date of these consolidated financial statements, the Israeli Innovation Authority (“IIA”) has not determined an alternative benchmark rate to the LIBOR. However, the Company will consider this guidance as future modifications are made. In June 2020 the FASB issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 |
Inventories
Inventories | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Inventories [Abstract] | ||
INVENTORIES | NOTE 4 — INVENTORIES: September 30, December 31, Raw materials $ 764 $ 593 Finished goods $ 1,934 $ 586 $ 2,698 $ 1,179 Inventory write -downs -downs -downs | NOTE 4 — INVENTORIES: December 31 2022 2021 U.S. dollars in thousands Raw materials 593 356 Finished goods 586 541 1,179 897 Inventory write -downs |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 5 — PREPAID EXPENSES AND OTHER CURRENT ASSETS: December 31 2022 2021 U.S. dollars in thousands Prepaid expenses 473 194 Governmental authorities 130 82 Accrued income 75 122 678 398 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6 — PROPERTY AND EQUIPMENT, NET: December 31 2022 2021 U.S. dollars in thousands Cost: Computer, software, and electronic equipment 8,575 8,575 Office furniture and equipment 872 872 Leasehold improvements 292 292 9,739 9,739 Less: accumulated depreciation 9,659 9,636 Property and equipment, net 80 103 Depreciation expense was $23 and $37 for the years ended December 31, 2022, and 2021, respectively. |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
LEASES | NOTE 5 — LEASES: The Company’s Israeli subsidiary has an operating lease agreement for a facility in Israel, which expired on April 30, 2023. The Company did not have an option for extending the lease agreement. On May 15, 2023, the Company extended the lease agreement for an additional six months, until October 31, 2023. On October 30, 2023, the Company extended the lease agreement for an additional two months, until December 31, 2023. The lease payments are denominated in NIS and are indexed to the consumer price index. | NOTE 7 — LEASES 1) -year 2) 3) 4) 5) 6) 7) Supplemental information related to leases is as follows: December 31, Operating leases: Operating lease right-of-use assets $ 726 Current Operating lease liabilities $ 445 Non-Current Operating lease liabilities $ 237 Total Operating lease liabilities $ 682 Other information: Year ended December 31, 2022 Cash paid for amounts included in the measurement of $ 747 Weighted Average Remaining Lease Term 1.50 Weighted Average Discount Rate 3.49 % The lease costs components are as follows: Year ended Fixed payments $ 723 Variable payments that depend on an index or rate 24 Total lease cost $ 747 Maturities of operating lease liabilities were as follows: December 31, 2022 2023 $ 476 2024 177 2025 70 Total operating lease payments 723 Less: imputed interest (41 ) Present value of lease liabilities $ 682 |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Accrued Liabilities [Abstract] | |
OTHER ACCRUED LIABILITIES | NOTE 8 — OTHER ACCRUED LIABILITIES: December 31 2022 2021 U.S. dollars in thousands Tax authorities — 10 Accrued expenses 1,190 813 Accrued standard warranty 48 79 1,238 902 |
Loans
Loans | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Loans [Abstract] | ||
LOANS | NOTE 6 — LOANS: a. On July 1, 2020, the Company received funding from an American Bank under the Small Business Administration COVID19 EIDL Program in the total of $150. The loan bears interest of 3.75% per annum, the principal shall be repaid in 360 equal monthly payments starting January 1, 2023, unless forgiven per program regulations (the “EIDL Loan”). b. -time th As part of the loan agreement, the Company issued the New Lender warrants to acquire common stock in the amount of $1,500 (see Note 9 regarding the warrants granted). In November 2021, the Company received additional funding in the amount of $1,000 from the New Lender. The loan bears interest of 9.6% per annum. Starting February 1, 2022, the loan principal and interest shall be repaid in 72 equal monthly payments, plus a onetime interest payment after the 24 th The loan covenants (the “covenants”) include a debt to EBITDA minimum ratio or a coverage ratio of the loan by current assets. On December 21, 2022, pursuant to the terms of the loan Agreement, the Company deposited $2 million to a Company -owned -bearing As of September 30, 2023, the Company was in compliance with the covenants. As of September 30, 2023, future payments are summarized as follows: New Loan New Loan EIDL Loan from from 2023 (**) 2 921($241) 234($61) 2024 9 5,567($1,456) 1,080($282) 2025 9 3,684($963) 704($184) 2026 9 3,684($963) 704($184) 2027 9 3,684($963) 704($184) 2028 and thereafter 130 307($80) 59($15) Less-accumulated interest (12 ) (4,123)($1,077) (961)($250) Total 156 13,724($3,589) 2,524($660) * ** | NOTE 9 — LOANS: a. On July 1, 2020, the Company received funding from an American Bank under the Small Business Administration COVID19 EIDL Program in the total of $150. The loan bears interest of 3.75% per annum, the principal shall be repaid in 360 equal monthly payments starting January 1, 2023, unless forgiven per program regulations (the “EIDL Loan”). On February 5, 2021, the Company entered into a loan agreement with an American Bank under the Small Business Administration Payroll Protection Program (“PPP Loan”) in the total of $191. The PPP Loan may be eligible for forgiveness, and if not eligible bears an interest of 1% per annum. The principal and interest, if not forgiven, is payable within 2 b. th As part of the loan agreement, the Company issued the new Lender warrants to acquire common stock in the amount of $1,500 (see Note 14 regarding the warrants granted). In November 2021, the Company received additional funding in the amount of $1,000 from the New Lender. The loan bears interest of 9.6% per annum. Starting February 1, 2022, the loan principal and interest shall be repaid in 72 equal monthly payments, plus a onetime interest payment after the 24 th The loan covenants (the “covenants”) include a debt to EBITDA minimum ratio or a coverage ratio of the loan by current assets. On December 21, 2022, pursuant to the terms of the loan Agreement, the Company deposited $2 million to a Company -owned -bearing As of December 31, 2022, the Company was in compliance with the covenants. As of December 31, 2022, future payments are summarized as follows: EIDL Loan New Loan New Loan from December 2020 and January 2021 – In NIS* from November 2021 – In NIS* 2023 9 3,684($1,047) 704($200) 2024 9 5,567($1,582) 1,080($307) 2025 9 3,684($1,047) 704($200) 2026 9 3,684($1,047) 704($200) 2027 9 3,684($1,047) 704($200) 2028 and thereafter 129 303($86) 60($17) Less-accumulated interest (12 ) (5,673)($1,612) (1,239)($352) Total 162 14,935($4,244) 2,717($772) * |
Convertible Note
Convertible Note | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Convertible Note [Abstract] | ||
CONVERTIBLE NOTE | NOTE 7 — CONVERTIBLE NOTE: During December 2021 to April 2022, the Company offered up to $3,000 of the Company’s 6% convertible note where both principal and 6% annual interest are due three The Notes had an optional conversion price at a 40% discount based on a $50m value in the event that an IPO is not consummated and if an IPO is not consummated within 18 months of the issuance of the Notes, the value of the Notes would be set at 110% of their then balance. Prior to the IPO, discussed further in Note 2, the Company determined that the predominant scenario was the IPO event. The Company measured the convertible note in its entirety at fair value with changes in fair value recognized as financial income or loss in accordance with ASC 480 -10 December 31, Fair value at the beginning of the period $ — Additions 1,847 Change in fair value reported in statement of comprehensive loss 1,753 Conversion to the Company’s common stock (3,600 ) Fair value at the end of the period $ — The Company recorded other expense (income) associated with the Notes during the three and nine months ended September 30, 2023, and September 30, 2022, in the amount of $0, $0, $0 and $1,753, respectively. | NOTE 10 — CONVERTIBLE NOTE: During December 2021 to April 2022, the Company offered up to $3,000 of the Company’s 6% convertible note where both principal and 6% annual interest are due three The Notes had an optional conversion price at a 40% discount based on a $50m value in the event that an IPO is not consummated and if an IPO is not consummated within 18 months of the issuance of the Notes, the value of the Notes would be set at 110% of their then balance. Prior to the IPO, discussed further in Note 2, the Company determined that the predominant scenario was the IPO event. The Company measured the convertible note in its entirety at fair value with changes in fair value recognized as financial income or loss in accordance with ASC 480 -10 On May 17, 2022, the Company finalized its IPO, as discussed in Note 2 and the notes were converted into the Company’s common stock. The following table presents a roll forward of the fair value of the Notes in the year ended December 31, 2022: December 31, 2022 Fair value at the beginning of the period $ — Additions 1,847 Change in fair value reported in statement of comprehensive loss 1,753 Conversion to the Company’s common stock (3,600 ) Fair value at the end of the period $ — The Company recorded financial expenses associated with the Notes during the year ended December 31, 2022, in the amount of $1,753. |
Convertible Loan
Convertible Loan | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Convertible Loan [Abstract] | ||
CONVERTIBLE LOAN | NOTE 8 — CONVERTIBLE LOAN: On March 28, 2017, the Company entered into a convertible loan agreement (the “CLA”) in an aggregate principal amount of up to $ 2,000. Loans under this agreement bear interest of 10% per annum. Following an amendment in March 2022, which was approved by the required majority of the CLA holders, the maturity date of the CLA was established to be the earlier of (i) January 1, 2023, (ii) event of default (as defined in the Agreement) or (iii) deemed liquidation event (as defined in the Company’s certificate of incorporation), in which the lenders are entitled to receive an amount equal to 300% of the principal amount of the loan. The valuation was performed under alternative scenarios of consummating an IPO or remaining private. Upon the consummation of the IPO, the CLA was automatically converted into the Company’s common stock based on its contractual terms and conditions. For further information, see Note 2 above. The following is a roll forward of the fair values: Year ended Fair value at the beginning of the year $ 4,905 Change in fair value reported in statement of comprehensive loss 1,648 Conversion to the Company’s common stock (6,553 ) Fair value at the end of the period $ — The Company recorded other expense (income) associated with the CLA during the three and nine months ended September 30, 2023, and September 30, 2022, in the amount of $0, $0, $0 and $1,648. | NOTE 11 — CONVERTIBLE LOAN: On March 28, 2017, the Company entered into a convertible loan agreement (the “CLA”) in an aggregate principal amount of up to $ 2,000. Loans under this agreement bear interest of 10% per annum. Following an amendment in March 2022, which was approved by the required majority of the CLA holders, the maturity date of the CLA was established to be the earlier of (i) January 1, 2023, (ii) event of default (as defined in the Agreement) or (iii) deemed liquidation event (as defined in the Company’s certificate of incorporation), in which the lenders are entitled to receive an amount equal to 300% of the principal amount of the loan. As of December 31, 2021, $1,526 had been received under the CLA. The valuation was performed under alternative scenarios of consummating an IPO or remaining private.. The IPO scenario was estimated at 75% (2021: 37.5%) of an IPO occurring in May 2022. Upon consummation of an IPO, the holders of the CLA would have the right to convert the principal amount of the loan into common stock at a conversion price per common stock reflecting a discount of 30% plus an additional 1% for each two calendar months following March 2017. Upon the consummation of the IPO, the CLA was automatically converted into the Company’s common stock based on its contractual terms and conditions. For further information, see Note 2 Above. The following is a roll forward of the fair values: Year ended December 31 2022 2021 Fair value at the beginning of the year $ 4,905 3,563 Change in fair value reported in statement of comprehensive loss 1,648 1,342 Conversion to the Company’s common stock (6,553 ) — Fair value at the end of the period $ — 4,905 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 10 — COMMITMENTS AND CONTINGENCIES: The Company is obligated to repay certain research and development grants received from the Government of Israel in the form of a royalty rate on future sales of products derived from the funded research and development activities. The aggregate amount of royalties to be paid is determined based on 100% of the total grants received for qualified projects plus interest. The Company may be required to pay royalties based on previous years funding in periods after September 30, 2023, for the future sale of product that includes technology developed and funded with these research and development grants received to date. As of September 30, 2023, the Company had received approximately $14,300 (approximately $15,668 including interest) and repaid approximately $10,275 in such grants. During the nine months ended September 30, 2023, and the year ended December 31, 2022, the Company paid an amount of $73 and $221, respectively, due in regard to previous years. As of September 30, 2023, and December 31, 2022, the Company had a liability to pay royalties in the amount of approximately $924 and $900, respectively. | NOTE 12 — COMMITMENTS AND CONTINGENCIES: a. Future minimum lease payments for noncancellable operating leases with initial or remaining terms in excess of one year are as follows: Fiscal year ending December 31: 2022 573 2023 294 2024 42 Total minimum lease payments 909 b. As of December 31, 2022, the Company had received approximately $14,300 (approximately $15,500 including LIBOR) and repaid approximately $10,000 in such grants. During the year 2022, the Company paid an amount of $221, due in regards to previous years. As of December 31, 2022, and 2021, the Company had a liability to pay royalties in the amount of approximately $900 and $818, respectively. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Redeemable Convertible Preferred Stock [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED STOCK | NOTE 13 — REDEEMABLE CONVERTIBLE PREFERRED STOCK: The rights, preferences, and privileges of the redeemable preferred stock (series A and series B) are described below: Dividends: a. b. No dividends have been declared to date. Conversion rights: Each of the holders of redeemable convertible preferred stock shall have the right, at such holder’s discretion, at any time or from time to time, to convert each redeemable convertible preferred share held by it into such number of fully paid and non -assessable convertible preferred stock in effect at the time of conversion. The initial conversion price for each redeemable convertible preferred share shall be the original issue price for such redeemable preferred share. The conversion price is subject to adjustment. Each redeemable convertible preferred stock will automatically convert into shares of common stock at the then -effective Liquidation rights: Upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary or deemed liquidation the assets of the Company available for distribution to its shareholders shall be distributed in the following order of priority: First and in preference to any distribution of any available assets to the holders of any other class or series of share of the corporation, the holders of series B redeemable convertible preferred stock shall be entitled to receive an amount equal to $0.9991 per share plus interest at the rate of 8% per annum from the original issuance date of such series B redeemable convertible preferred stock. If the assets are insufficient to permit a full payment, then all assets shall be distributed ratably among the holders of series B redeemable convertible preferred stock. In the event that, following the satisfaction of the B liquidation preference in full, the available assets shall exceed the amount necessary to pay the B liquidation preference, the remaining assets shall be distributed among the holders of series A redeemable convertible preferred stock in preference to holders of common stock, an amount equal to $0.60168 per share plus interest at the rate of 8% per annum from the original issuance date of such series A redeemable preferred stock. If the assets are insufficient to permit a full payment, then all assets shall be distributed ratably among the holders of series A. If the assets exceed the amount necessary to fulfill the payment, then the remaining assets shall be distributed ratably among the holders of common stock. Voting rights: The holders of redeemable convertible preferred stock will vote together with, in the same manner and with the same effect as the holders of common stock on all matters on which the holders of common stock shall be entitled to vote. The holders of redeemable convertible preferred Stock shall be entitled to cast such number of votes equal to the number of shares of common stock into which the redeemable convertible preferred stock are then convertible. The Company applied the provision of ASC 480 -10-S99-3A |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrants [Abstract] | ||
WARRANTS | NOTE 9 — WARRANTS a) Additionally, in connection with the consummation of the IPO and the change of the type of the stock from redeemable preferred stock to common stock at conversion, the Company reassessed the Comerica Warrants. As part of the contractual terms and conditions of Comerica’s Warrants, a portion of the warrants are exercisable, as of the IPO date, into the Company’s common stock. The Comerica Warrants are still outstanding as of September 30, 2023. The Company has evaluated whether the Comerica Warrants are still classified as liabilities and concluded that due to a change -of-control b) -Tefahot c) Upon the consummation of the IPO (as further described in Note 2 above), the Company converted the outstanding warrants issued to Mizrahi and Migdalor into the Company’s common stock based on the contractual terms and conditions of the related warrant agreements. d) -raising The table below shows the impact on the statement of comprehensive loss related to the warrants for the periods ended: September 30, December 31, Outstanding as of January 1 8 2,149 Additions 1,972 — Fair value changes (1,726 ) 1,049 Warrants amendment 68 Conversion to the Company’s common stock — (3,190 ) reclassification to equity (see note (11(d)) (314 ) — Outstanding at the end of the period 8 8 The Company recorded other expense (income) during the three and nine months ended September 30, 2023, and September 30, 2022, in the amount of $(1,330), $(1,726), $(47) and $1,068, respectively, in connection with these warrants. | NOTE 14 — WARRANTS: a) Additionally, in connection with the consummation of the IPO and the change of the type of the stock from redeemable preferred stock to common stock at conversion, the Company reassessed the Comerica Warrants. As part of the contractual terms and conditions of Comerica’s Warrants, a portion of the warrants are exercisable, as of the IPO date, into the Company’s common stock. The Comerica Warrants are still outstanding as of December 31, 2022. The Company has evaluated whether the Comerica Warrants are still classified as liabilities and concluded that due to a change -of-control b) -Tefahot c) As of December 31, 2021, the estimated fair value of all the outstanding warrants was based on a hybrid valuation methodology with a weighted average that combined Option Pricing Model (OPM) and Probability Weighted Expected Return Method (PWERM) using Level 3 inputs. The valuation was performed under scenarios of an IPO estimated at 37.5% of an IPO occurring in May 2022 and staying private estimated at 62.5%, using a volatility of 58%, a risk -free 0.4 3 Upon the consummation of the IPO (as further described in Note 2 above), the Company converted the outstanding warrants issued to Mizrahi and Migdalor into the Company’s common stock based on the contractual terms and conditions of the related warrant agreements. As of December 31, 2022, the estimated fair value of the Comerica warrants was based on a Black -Scholes -pricing -free 3.6 The table below shows the impact on the statement of comprehensive loss related to the Comerica warrants for the years ended December 31: 2022 2021 U.S. dollars in thousands Outstanding as of January 1 2,149 1,023 Fair value changes 1,049 1,031 Additions — 95 Conversion to the Company’s common stock (3,190 ) — Outstanding as of December 31 8 2,149 The Company recorded other financial expenses (income) during the year ended December 31, 2022, and 2021 in the amount of $1,049 and $1,031, respectively, in connection with these warrants. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Shareholders' Equity [Abstract] | ||
SHAREHOLDERS’ EQUITY | NOTE 11 — SHAREHOLDERS’ EQUITY (*): a. Change in authorized stock On May 2, 2022, the Company’s Board of Directors approved an amendment to the Company’s Bylaws, stating the number of authorized stock to be increased, as described below: a. Common stock 11,009, 315 b. Non-voting common stock -authorized c. Preferred stock — $0.0001 par value b. -voting c. d. On May 8, 2023, the Company completed a fund -raising 1. 190,000 shares of the Company’s common stock, $0.0001 par value 2. 754,670 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 754,670 shares of Common Stock -cash -rata -40 3. warrants to purchase up to 944,670 shares of Common Stock (“Common Warrants”) -cash -rata The Company determined that the Common Warrants are not indexed to the Company’s own stock and therefore are precluded from equity classification. The Common Warrants will be measured at fair value at inception and in subsequent reporting periods with changes in fair value recognized as financial income or expense as change in fair value of warrant liabilities in the period of change in the condensed consolidated statements of comprehensive loss. The Common Warrants were recorded at fair value on May 8, 2023, at $1,972 and were classified as a long -term -funded The valuation was based on a Black -Scholes -pricing -free 5.5 On September 30, 2023, the Company remeasured the common warrants at a fair value of $246. The valuation was based on a Black -Scholes -pricing -free 5.1 The Company recorded other financial income (expenses) during the three and nine months ended September 30, 2023, in the amount of $1,330 and $1,726, respectively, in connection with the revaluation of these warrants to their fair value. On September 30, 2023, the Company and the Holder entered into a Common warrants amendment agreement (the “Amendment”) to amend those Common warrants to purchase up to 944,670 shares of the Company’s common stock, par value $0.0001 issued to the Holder. The Amendment makes certain adjustment to the definition of a “Fundamental Transaction” in Common Warrants agreement. Additionally, as of November 8, 2023, the Amendment increases the number of Common Warrants to include an additional 55,000 Common warrants and changes the exercise price of the Common Warrants to $2.75. The Company reclassified the Common warrants as equity based on the guidance provided under ASC 815 -40 As of the date of the amendment of the Common warrants, the fair value of the warrants was estimated at $314. The valuation was based on a Black -Scholes -pricing -free 5.1 As a result of the amendment, the Company recorded other financial expenses in the three and nine months ended September 30, 2023, in the amount of $68. During July and August 2023, the Holder elected to exercise 754,670 of the pre -funded e. -raising round Upon the consummation of the Offering and pursuant to an agreement entered into with H.C. Wainwright & Co., LLC (the “Underwriter”), the Company has paid in cash to the Underwriter (and the escrow agent) a total amount of $291. The Company has also granted to the Underwriter upon the consummation of the Offering, warrants to purchase up to 66,127 of the Company’s common stocks which carry the same terms as the common stock warrants described above (Note 11d3.), except for the exercise price which reflect 125% of the share price in the Offering ($4.6313). The warrants are classified as mezzanine equity based on the guidance provided under ASC 480 -10-S99-3A As of the issuance date of the underwriter warrants, the fair value of the warrants was estimated at $104. The valuation was based on a Black -Scholes -pricing -free 5.5 Out of the total offering costs, an amount of $223 related to the issuance of the Common Warrants was recognized as a financial expense in the Condensed Consolidated statement of comprehensive loss, and an amount of $172 related to the issuance of the Common stocks and the prefunded warrants was recognized in equity. The allocation of total offering costs between the warrants, common stocks and prefunded warrants was in the same proportion as the allocation of the total proceeds from the offering. f. -based compensation: 1) Number of Weighted Weighted Outstanding – January 1, 2023 (*) 96,458 $ 4.89 5.34 Granted 400 1.48 Exercised (2,489 ) $ 0.90 Expired and forfeited (3,992 ) $ 28.16 Outstanding – September 30, 2023 90,377 $ 3.94 4.44 Exercisable – September 30, 2023 77,759 $ 2.23 3.85 See also Note 2 above regarding warrants granted to the underwriters upon the consummation of the IPO in consideration for their underwriting services. 2) During the nine months ended September 30, 2023, the Company issued 39,100 RSUs to officers and employees. The RSUs are vested over a three -year The grant -date The following table summarize information as of September 30, 2023, regarding the number of RSUs outstanding: September 30 2023 Number of Weighted- RSUs outstanding at the beginning of the year (*) 59,200 $ 16.2 Granted during the period 39,100 3.38 Vested during the period (16,954 ) 18.1 Forfeited during the period (8,400 ) 4.8 Outstanding as of September 30, 2023 72,945 $ 11.1 (*) | NOTE 15 — SHAREHOLDERS’ EQUITY: a. On May 2, 2022, the Company’s Board of Directors approved an amendment to the Company’s Bylaws, stating the number of authorized stock to be increased, as described below: a. Common stock b. Non-voting common stock- -authorized c. Redeemable Convertible Preferred stock Regarding stock repurchase program see note 21b. The Company’s share capital as of December 31, 2022, and 2021, is composed of common stock and Non -voting December 31, 2022 Authorized Issued and Number of shares Common stock 30,000,000 17,379,861 Non-voting Common stock 2,803,774 — December 31, 2021 Authorized Issued and Number of shares Common stock 11,009,315 2,050,404 Non-voting Common stock 2,803,774 1,783,773 b. -voting c. -based compensation In February 2015, under and in accordance with the equity restructure, the Company’s Board of Directors terminated the Old Plan. On June 30, 2015, the Company adopted the 2015 Equity Incentive Plan (“the 2015 Plan”). Under the 2015 Plan, the Board of Directors may grant up to 2,804 Incentive Share Options, Non -statutory 10 In January 2016, the Company’s Board of Directors approved an additional quantity of 216 1) Award Type (2015 Plan) Number of Awards Vesting Conditions Expiration Date Options 167,779 Over 4 years from grant date-25% every year 10 th RSU 592,000 Over 3 years from grant date Pursuant to the current Section 102 of the Israeli Tax Ordinance, which came into effect on January 1, 2003, options may be granted through a trustee (i.e., Approved 102 Options) or not through a trustee (i.e., Unapproved 102 Options). The Company elected to grant its options and RSU’s through a trustee. As a result, the Company will not be allowed to claim as an expense for tax purposes in Israel the amounts credited to the employee as capital gains to the grantees, although it will generally be entitled to do so in respect of the salary income component (if any) of such awards when the related tax is paid by the employee. 2) Number of Weighted- Weighted Outstanding – January 1, 2022 890,493 $ 0.1518 5.43 Granted 167,779 $ 2.1964 Exercised (77,749 ) $ 0.0812 Expired and forfeited (15,937 ) $ 1.5089 Outstanding – December 31, 2022 964,586 $ 0.4891 5.34 Exercisable – December 31, 2022 771,956 $ 0.1476 4.36 Number of Weighted- Weighted Outstanding – January 1, 2021 879,251 $ 0.0874 6.25 Granted 43,261 $ 1.3616 Exercised (2,763 ) $ 0.1058 Expired and forfeited (29,256 ) $ 0.0874 Outstanding – December 31, 2021 890,493 $ 0.1518 5.43 Exercisable – December 31, 2021 801,562 $ 0.276 5.10 No income tax benefit has been recognized relating to share -based See also Note 2 above regarding warrants granted to the underwriters upon the consummation of the IPO in consideration for their underwriting services. 3) Exercise price Options Weighted Options Weighted 0.0644 312,357 2.61 312,357 2.61 0.1058 449,885 5.43 437,516 5.39 0.5780 88,431 9.96 — — 1.3616 38,912 8.41 15,472 8.41 4 75,001 9.2 6,611 9.7 The weighted -average -date Year Ended December 31 2022 2021 Expected term of options (years) 10 5.4 Expected common stock price volatility* 54 % 58 % Expected dividend rate 0 % 0 % Risk-free interest rate 3.21 % – 3.25% 0.97 % * 4) -based Year Ended December 31 2022 2021 Cost of revenues 3 3 Research and development 26 24 Sales and marketing 11 16 General and administrative 12 10 Total Share-based compensation expense 52 53 5) During December 2022, the Company issued RSUs to Directors, officers, consultants and employees. The RSUs are vested over a three -year The grant -date The following table summarize information as of December 31, 2022, regarding the number of RSUs outstanding: December 31, 2022 Number of RSUs Weighted- Average Grant Date Fair Value RSUs outstanding at the beginning of the year — — Granted during the year 592,000 $ 1.62 Exercised during the year — — Forfeited during the year — — Outstanding at the end of the year 592,000 $ 1.62 Share -based Year Ended December 31 2022 2021 U.S. dollars in thousands Research and development 21 — Sales and marketing 12 — General and administrative 135 — Total Share-based compensation expense 168 — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 16 — INCOME TAXES: a. b. c. As of December 31, 2022, the Company has net operating loss carry forwards of approximately $3,418. In addition, the Company has loss carry forward of approximately $10,605, which the Company did not perform a qualification test for and has certain doubts regarding their qualification. As of December 31, 2022, the Company’s subsidiary has net operating loss carry forwards of approximately $118,323. Net operating loss carry forwards relate to activity in Israel has an indefinite carry forward period. Utilization of the U.S. federal and state net operating losses may be subject to a substantial limitation due to the change in ownership limitations provided by the Internal Revenue Code of 1986, as amended and similar to state provisions. The annual limitation may result in the expiration of the net operating losses and credits before their utilization. d. Year Ended December 31 2022 2021 U.S. dollars in thousands Domestic (4,535 ) (3,273 ) Foreign Subsidiary (6,447 ) (1,978 ) Total (10,982 ) (5,251 ) e. The main reconciling item between the statutory tax rate of the Company and the effective rate is the provision for a full valuation allowance in respect of tax benefits from carry forward tax losses due to the uncertainty of the realization of such tax benefits. f. g. Year Ended December 31 2022 2021 U.S. dollars in thousands Deferred tax assets (liabilities): Loss carryforwards 27,932 31,049 Valuation allowance (27,932 ) (31,049 ) Total net deferred tax assets — — The Company provided a valuation allowance equal to the deferred income tax assets for the years ended December 31, 2022 and 2021 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards. The valuation allowance could be reduced or eliminated based on future earnings and future estimates of taxable income. |
Basic and Diluted Loss per Shar
Basic and Diluted Loss per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Basic and Diluted Loss per Share [Abstract] | ||
BASIC AND DILUTED LOSS PER SHARE | NOTE 12 — BASIC AND DILUTED LOSS PER SHARE (*): Basic net loss per share is computed using the weighted average number of shares of common stock and pre -funded -vested -converted Options to purchase 90,377 and 94,018 shares of common stock at an average exercise price of $3.94 and $4.53 per share were outstanding as of September 30, 2023, and September 30, 2022, respectively, but were not included in the computation of diluted EPS because to do so would have had antidilutive effect on the basic loss per share. RSU’s to purchase 72,945 shares of common stock at an average grant date fair value of $11.1 per share were outstanding as of September 30, 2023, but were not included in the computation of diluted EPS because to do so would have had antidilutive effect on the basic loss per share. Warrants convertible into 1,047,589 and 7,736 of the Company’s common stock were outstanding as of September 30, 2023, and 2022 but were not included in the computation of diluted EPS because to do so would have had an antidilutive effect on the basic loss per share. The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders: Three months ended Nine months ended 2023 2022 2023 2022 Numerator: Net loss $ (867 ) $ (2,207 ) $ (4,355 ) $ (8,500 ) Denominator: Common shares outstanding used in computing net loss per share attributable to common shareholders 2,370,486 1,731,753 1,986,178 968,721 Pre-Funded warrants to purchase common shares 304,250 — 262,712 — Fully vested RSUs outstanding used in computing net loss per share attributable to common shareholders 10,890 — 5,345 — Weighted average number of shares used in computing basic and diluted net loss per share attributable to common shareholders 2,685,626 1,731,753 2,254,235 968,721 Net loss per share attributable to common shareholders – basic and diluted $ (0.32) $ (*)(1.27) $ (*)(1.93) $ (*)(8.77) (*) | NOTE 17 — BASIC AND DILUTED LOSS PER SHARE: Basic net loss per share is computed using the weighted average number of common stock and fully vested RSUs outstanding during the period, net of treasury shares. In computing diluted loss per share, basic loss per share is adjusted to take into account the potential dilution that could occur upon: (i) the exercise of options and non -vested -converted Options to purchase 964,586 and 890,493 RSU’s to purchase 592,000 Redeemable convertible Preferred stock, which was convertible into 7,731,083 The convertible loan was not included in the calculation of the diluted loss per share as the loan was convertible into shares of common stock only upon the occurrence of a contingent event which had yet to occur as of December 31, 2021. For more details see note 11. Warrants convertible into 178,281 of the Company’s redeemable preferred stock were outstanding as of December 31, 2021 but were not included in the computation of diluted EPS because to do so would have had an antidilutive effect on the basic loss per share (See Note 14(b)). Warrants convertible into 73,048 and 48,109 of the Company’s common stock were outstanding as of December 31, 2022, and 2021 but were not included in the computation of diluted EPS because to do so would have had an antidilutive effect on the basic loss per share (See Note 14(a)). Warrants convertible into 294,875 of the Company’s common stock were outstanding as of December 31, 2022 but were not included in the computation of diluted EPS because to do so would have had an antidilutive effect on the basic loss per share (See Note 2). |
Entity Wide Information and Dis
Entity Wide Information and Disagregated Revenues | 12 Months Ended |
Dec. 31, 2022 | |
Entity Wide Information and Disagregated Revenues [Abstract] | |
ENTITY WIDE INFORMATION AND DISAGREGATED REVENUES | NOTE 18 — ENTITY WIDE INFORMATION AND DISAGREGATED REVENUES: The Company operates as one operating segment (developing and marketing access broadband equipment for copper and fiber networks). a. Following is a summary of revenues by geographic areas. Revenues attributed to geographic areas, based on the location of the end customers: Year Ended December 31 2022 2021 U.S. dollars in thousands North America 4,348 4,637 Europe, the Middle East and Africa 3,999 3,373 Asia Pacific 484 520 Latin America — 15 8,831 8,545 b. December 31, 2022 December 31, 2021 Opening balance $ 673 $ 581 Revenue recognized that was included in the contract liability balance at the beginning of the period (593 ) (452 ) Additions 568 544 Remaining performance obligations $ 648 $ 673 As of December 31, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligation is $648, and the Company will be recognized this revenue over the 12 -18 c. -lived Property and Equipment, net: December 31 2022 2021 U.S. dollars in thousands Israel 75 101 North America 5 2 80 103 Operating lease right of use assets: December 31 2022 2021 U.S. dollars in thousands Israel 260 — North America 466 — 726 — d. December 31, 2022 Customer A* 33 % 3,021 Customer B 16 % 1,475 Customer C 11 % 1,009 December 31, 2021 Customer A* 22 % 1,887 Customer B 19 % 1,663 Customer C 10 % 835 * The majority of the Company’s revenues are recognized at a point in time. |
Other Financial Expenses, Net
Other Financial Expenses, Net | 12 Months Ended |
Dec. 31, 2022 | |
Other Financial Expenses, Net [Abstract] | |
OTHER FINANCIAL EXPENSES, NET | NOTE 19 — OTHER FINANCIAL EXPENSES, NET Year Ended December 31 2022 2021 U.S. dollars in thousands Change in convertible loan fair value 1,648 1,342 Change in convertible note fair value 1,753 — Change in warrants’ fair value 1,049 1,031 Exchange rates differences (506 ) 278 Other 107 50 4,051 2,701 |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 14 — RELATED PARTY TRANSACTIONS: a. On May 17, 2022, the Company finalized its IPO offering (see Note 2) and the convertible loan was converted. b. (*) | NOTE 20 — RELATED PARTY TRANSACTIONS a) -negotiable -current b) -based -based c) On May 17, 2022, the Company finalized its IPO offering (see Note 2) and the convertible loan was converted. d) |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 15 — SUBSEQUENT EVENTS: a. b. th -being | NOTE 21 — SUBSEQUENT EVENTS: a. b. -1 Repurchases under the share repurchase program will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and our financial performance. The repurchase program may be suspended, terminated, or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The repurchase program does not obligate us to purchase any particular number of shares. During January and February 2023, the Company purchased 79,195 c. -owned d. -raising -funded -Funded -cash -cash On September 30, 2023, the Company and the Holder entered into a Common warrants’ amendment agreement (the “Amendment”) to amend those Common warrants to purchase up to 944,670 -40 e. -being f. -funded -Funded -cash -cash |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2023 | |
Revenues [Abstract] | |
REVENUES | NOTE 13 — REVENUES: The Company operates as one operating segment (developing and marketing access broadband equipment for copper and fiber networks). a. Following is a summary of revenues by geographic areas. Revenues attributed to geographic areas, based on the location of the end customers: Three months ended Nine months ended 2023 2022 2023 2022 North America $ 454 $ 621 $ 1,863 $ 3,275 Europe, the Middle East and Africa 371 655 2,274 2,648 Asia Pacific 20 72 452 374 $ 845 $ 1,348 $ 4,589 $ 6,297 b. September 30, 2023 December 31, 2022 Opening balance $ 648 $ 673 Revenue recognized that was included in the contract liability balance at the beginning of the year (494 ) (593 ) Additions 232 568 Remaining performance obligations $ 386 $ 648 As of September 30, 2023, the aggregate amount of the transaction price allocated to the remaining performance obligation is $386, and the Company will recognize this revenue over the next 8 months. c. Three months ended Nine months ended Customer A (*) 2 % $ 20 20 % $ 920 Customer B (*) 24 % $ 201 11 % $ 510 Customer C (*) 2 % $ 20 10 % $ 469 Customer D 10 % $ 80 4 % $ 171 Three months ended Nine months ended Customer A (*) 41 % $ 535 33 % $ 2,180 Customer B 4 % $ 58 17 % $ 1,089 Customer C 11 % $ 146 13 % $ 785 (*) The majority of the Company’s revenues are recognized at a point in time. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | ||
Basis of presentation | a) Basis of presentation The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with Article 10 of the Securities and Exchange Commission (“SEC”)’s Regulation S -X Certain prior period amounts have been reclassified to conform to the current period presentation. | a. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Certain prior period amounts have been reclassified to conform to the current year presentation. |
Use of estimates in preparation of financial statements | b) Use of estimates in preparation of financial statements The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, fair values of financial instruments, inventory write -offs | b. The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, Fair value of financial instruments, inventory write -offs |
Functional currency | c. The currency of the primary economic environment in which the operations of the Company and its Subsidiary are conducted is the U.S. dollar (“$” or “dollar”). Therefore, the functional currency of the Company and its Subsidiary is the dollar. In determining the appropriate functional currency to be used, the Company reviewed factors relating to sales, costs and expenses, financing activities and cash flows. Transactions and balances denominated in dollars are presented at their original amounts. Non -dollar -measured -10 -measurement -dollar | |
Principles of consolidation | d. The consolidated financial statements include the accounts of the Company and the Subsidiary. Intercompany transactions and balances have been eliminated upon consolidation. | |
Cash and cash equivalents | e. The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents are carried at cost, which approximates their fair value. | |
Restricted cash and restricted deposits | f. Restricted cash consists of cash held in restricted accounts, classified as current or long term based on the expected timing of the disbursement. Restricted deposits consist of deposits held in restricted deposits bank accounts including deposits held as collateral for guarantees to third parties and other, classified as current or long term based on the expected timing of the disbursement | |
Treasury Shares | g. Treasury shares represents ordinary shares repurchased by the Company that are no longer outstanding and are held by the Company. Treasury shares are accounted for under the cost method. Under this method, repurchases of ordinary shares are recorded as treasury shares at historical purchase prices. At retirement, the ordinary shares account is charged only for the aggregate par value of the shares. The treasury shares have no rights. | |
Trade Receivables, net | h. Trade receivables are recorded at the invoiced amount, are unsecured and do not bear interest. Trade receivables are stated net of allowances. The allowance for doubtful accounts is based on the Company’s periodic assessment of the collectability of the accounts based on a combination of factors including the payment terms of each account, its age, the collection history of each customer, and the customer’s financial condition. On this basis, management has determined that an allowance for doubtful accounts of $125 and $61 was appropriate as of December 31, 2022, and December 31, 2021, respectively. Allowance for doubtful expense for the years ended December 31, 2022, and 2021 was $64 and $0, respectively. | |
Inventories | i. Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory write -offs -moving -off -cancelable Cost is determined as follows: Raw materials, parts, supplies and finished products — using the weighted average cost method. | |
Property and equipment, net | j. Property and equipment is stated at cost less accumulated depreciation. Maintenance and repairs are expensed as incurred. Depreciation expense is calculated on a straight -line Annual rates of depreciation are as follows: % Computers, electronic equipment and software Mainly 33% Office furniture and equipment 7 Leasehold improvements By the shorter of lease term and the estimated useful life of the asset | |
Impairment of long-lived assets subject to amortization | k. -lived assets subject to amortization The Company evaluates long -lived -lived any, are less than the carrying value of the assets. If the Company identifies an impairment, the Company reduces the carrying amount of the assets to their estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. | |
Revenue recognition | c) Revenue recognition The Company’s products consist of hardware and an embedded software that function together to deliver the product’s functionality. The embedded software is essential to the functionality of the Company’s products. The Company’s products are sold with a two -year -based -site The Company also offers its customers other management software. The Company sells its other non -embedded -based The Company provides, to certain customers, software updates that it chooses to develop, which the Company refers to as unspecified software updates, and enhancements related to the Company’s management software through support service contracts. The Company also offers its customers product support services which include telephone support, remote diagnostics and access to on -site The Company’s customers are comprised of resellers, system integrators and distributors. The Company follows five steps to record revenue: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. The Company’s contracts do not include additional discounts once product price is set, right of returns, significant financing components or any forms of variable consideration. The Company uses the practical expedient and does not assess the existence of a significant financing component when the difference between payment and revenue recognition is less than a year. The Company’s service period is for one year and is paid for either up front or on a quarterly basis. Sales of products Most of the Company’s contracts are of a single performance obligation (sales of the product with a standard warranty) thus the entire transaction price is allocated to the single performance obligation. In addition, the Company also sells separate services such as product support service and extended warranty. Sales of software with related services The Company sells perpetual management software and term -based -alone -based -based -alone -alone Revenue from selling the Company’s product and/or the software management (either as term -based -line -based | l. The Company’s product consists of hardware and an embedded software that function together to deliver the product’s essential functionality. The embedded software is essential to the functionality of the Company’s products. The Company’s products are sold with a two -year -based -site The Company also offers its customers other management software. The Company sells its other non -embedded -based The Company provides, to certain customers, software updates that it chooses to develop, which the Company refers to as unspecified software updates, and enhancements related to the Company’s management software through support service contracts. The Company also offers its customers product support services which include telephone support, remote diagnostics and access to on -site The Company’s customers are comprised of resellers, system integrators and distributors. The Company follows five steps to record revenue: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) it satisfies its performance obligations. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. The Company’s contracts do not include additional discounts once product price is set, right of returns, significant financing components or any forms of variable consideration. The Company uses the practical expedient and does not assess the existence of a significant financing component when the difference between payment and revenue recognition is less than a year. The Company’s service period is for one year and is paid for either up front or on a quarterly basis. Sales of products Most of the Company’s contracts are of a single performance obligation (sales of the product with a standard warranty) thus the entire transaction price is allocated to the single performance obligation. In addition, the Company also sells separate services such as product support service and extended warranty. Sales of software with related services The Company sells perpetual management software and term -based -alone -based -alone -based -alone -alone Revenue from selling the Company’s product and/or the software management (either as term -based -line -based |
Cost of revenues | m. Cost of revenues includes cost of materials, costs associated with packaging, assembly and testing costs, as well as cost of personnel (including share -based -site | |
Leases | n. The Company’s lease accounting policy until December 31, 2021, prior to the adoption of the new lease standard — ASC-842. The Company leases real estate and cars for use in its operations, which are classified as operating leases. Rental expense for year ended December 31, 2021, was $516. The lease expenses are recognized on a straight -line The Company’s lease accounting policy from January 1, 2022, following the adoption of the new lease standard The Company adopted the new lease standard and all the related amendments on a prospective basis as of January 1, 2022, and used the effective date as the Company’s date of initial application. Consequently, historical financial information was not updated, and the disclosures required under the new standard are not provided for dates and periods before January 1, 2022. The Company determines if an arrangement is or contains a lease at inception. If an arrangement is a lease, the Company determines whether it is an operating lease or a finance lease at the lease commencement date. As of December 31, 2021, and 2022, the Company did not have any finance leases. Operating leases are included in operating lease right of use assets and operating lease liabilities (current and non -current Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date., the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The new lease standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short -term -term -lease -estate Regarding leases denominated in a foreign currency, the related ROU assets are remeasured using the exchange rate in effect at the date of initial recognition; the related lease liabilities are remeasured using the exchange rate in effect at the end of the reporting period. Certain of the Company’s lease agreements include rental payments based on changes in the CPI. Lease liabilities are not remeasured as a result of changes in the CPI; instead, changes in the CPI are treated as variable lease payments and recognized in the period in which the related obligation was incurred. The Company includes these variable payments in the initial measurement of the lease right -of-use -current In lease agreements that include extension options, the lease term includes the options to extend the lease, only to the extent it is reasonably certain that the Company will exercise such extension options. The application of ASC 842 has resulted in the recognition of approximately $1,046 ROU assets and lease liabilities on the Company’s balance sheet as of the effective date, and in the requirement to provide significant new disclosures regarding the Company’s leasing activities and to enable users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. However, the adoption of this standard does not have a significant impact on the Company’s consolidated statements of comprehensive loss and consolidated statements of cash flows. See note 7 for further discussion. Sublease In October 2021, the Company entered into a sublease agreement for its offices in the United States. The Company applies the guidelines in ASC -842 The sublease income is recognized on a straight -line | |
Offering Costs associated with the Initial Public Offering | o. The Company complies with the requirements of ASC 340 -10-S99-1 The Company incurred offering costs amounting to approximately $1.45 million, related to underwriting discounts and commissions, and other offering costs of $1 million as a result of the IPO. | |
Basic and diluted net loss per share | p. Basic net loss per share is computed using the weighted average number of common shares and fully vested RSUs outstanding during the period, net of treasury shares. In computing diluted loss per share, basic loss per share is adjusted to take into account the potential dilution that could occur upon: (i) the exercise of options and non -vested exercise of warrants using the treasury stock method; and (ii) the conversion of the redeemable convertible preferred stock, and convertible loan using the “if -converted | |
Fair value of financial instruments | d) Fair value of financial instruments Fair value measurements are classified and disclosed in one of the following three categories: Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table represents the fair value hierarchy for the Company’s financial assets and liabilities measured at fair value on a recurring basis as of: Fair value measurements at Description Total Level 1 Level 2 Level 3 Liabilities: Warrants (See Note 9) $ 8 $ — $ — $ 8 Fair value measurements at Description Total Level 1 Level 2 Level 3 Liabilities: Warrants (See Note 9) $ 8 $ — $ — $ 8 As of September 30, 2023, and December 31, 2022, the fair values of the Company’s cash, cash equivalents, short and long -term -term | q. Fair value measurements are classified and disclosed in one of the following three categories: Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table represents the fair value hierarchy for the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31: Fair value measurements at Description Total Level 1 Level 2 Level 3 U.S. dollars in thousands Liabilities: Warrants (Note 14) $ 8 $ — $ — $ 8 Fair value measurements at Description Total Level 1 Level 2 Level 3 U.S. dollars in thousands Assets: Monet market funds $ 102 $ 102 $ — $ — Liabilities: Convertible Loan (Note 11) $ 4,905 $ — $ — $ 4,905 Warrants (Note 14) $ 2,149 $ — $ — $ 2,149 As of December 31, 2022, and 2021, the fair values of the Company’s cash, cash equivalents, short and long -term -term |
Concentration of risk | e) Concentration of risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and trade receivables. Cash and cash equivalents and restricted cash are placed with banks and financial institutions in the United States and Israel. Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, present minimal credit risk with respect to those investments. The Company’s trade receivables are derived primarily from telecommunication operators, the Company’s reseller customers and enterprises located mainly in the United States, Europe, and Asia. Credit risk with respect to trade receivables exists to the full extent of the amounts presented in the condensed consolidated financial statements. Accounts receivable have been reduced by an allowance for credit losses. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability. The Company has major customers, representing as follows: 1. 2. 3. 4. 5. The Company does not see any credit risk regarding the major trade receivable balance, as most of the remaining balance was paid off after the balance sheet date. | r. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and trade receivables. Cash and cash equivalents and restricted cash are placed with banks and financial institutions in the United States and Israel. Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, present minimal credit risk with respect to those investments. The Company’s trade receivables are derived primarily from telecommunication operators, the Company’s reseller customers and enterprises located mainly in the United States, Europe, and Asia. Credit risk with respect to trade receivables exists to the full extent of the amounts presented in the consolidated financial statements. Management makes judgments as to its ability to collect outstanding accounts receivable and provides allowances for the applicable portion of accounts receivable when collection becomes doubtful. Management provides allowances based upon a specific review of all significant outstanding invoices, analysis of its historical collection experience, and current economic trends. If the historical data used to calculate the allowance for doubtful accounts does not reflect the Company’s future ability to collect outstanding accounts receivable, additional provisions for doubtful accounts may be needed, and the future results of operations could be materially affected. The Company has major customers, representing: 1. 2. 3. See note 18 for details regarding the revenues from these customers. The Company does not see any credit risk regarding this balance, as most of the remaining balance was paid off after the balance sheet date. |
Risks and uncertainties | s. The Company is subject to a number of risks associated with companies in a similar stage of development, including, but not limited to, dependence on key employees; potential competition from larger, more established companies; the ability to develop and bring new products to market; the ability to attract and retain additional qualified personnel; the ability to obtain raw materials required to deliver its products to customers; and the ability to obtain adequate financing to support its growth. | |
Warranty costs | t. The Company’s products generally include standard warranty of two -current The following table sets forth activity in the Company’s accrued warranty account for each of the years ended December 31, 2022, and 2021.: Year ended December 31 2022 2021 U.S. dollars in thousands Balance at the beginning of the year 158 90 Cost incurred (7 ) (68 ) Expense (income) recognized (55 ) 136 Balance at the end of the year 96 158 | |
Sales and marketing expenses | u. Sales and marketing expenses include such expenses for the company’s sales teams, business development activities, sales engineering, and customer support. | |
Research and development costs, net | v. Research and development costs are expensed as incurred and include compensation for engineers, external services, and material costs associated with new product development, enhancement of current products. During 2022 and 2021, no grants were received. Based on the Company’s product development process, the Company does not incur material costs after the point in time at which the product as a whole reaches technological feasibility. | |
Shipping and handling | w. The Company classifies shipping and handling charged to customers as revenues and classifies costs relating to shipping and handling as cost of revenues. | |
Government grants and related royalties | x. The Company is paying royalties to the government of Israel for funding received for research and development. Royalties are calculated and paid at a rate of 3% of the applicable revenues. During 2022 and 2021, respectively, the Company incurred royalty expenses of $257 and $258, included within cost of revenues (see note 12). | |
Segments | y. The Company operates in one segment. Management does not segregate its business for internal reporting. The chief operating decision maker is the Company’s Chief Executive Officer (“CODM”) The CODM evaluates the performance of its business based on financial data consistent with the presentation in the accompanying financial statements. The Company concluded that its unified business is conducted globally and accordingly represents one operating segment. | |
Income taxes | z. The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between the financial reporting and the tax basis 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 if it is more likely than not that a portion or all of the deferred tax assets will not be realized. ASC 740 contains a two -step Taxes which would apply in the event of disposal of investment in foreign subsidiary has not been taken into account in computing the deferred taxes, since the Company’s intention is to hold, and not to realize the investment. | |
Employee related benefits | aa. Severance pay The Company’s liability for severance pay for its Israeli employees is calculated pursuant to the Israeli Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment, as of the balance sheet date. Employees whose employment is terminated by the Company or who are otherwise entitled to severance pay in accordance with Israeli law or labor agreements are entitled to one month’s salary for each year of employment or a portion thereof. The Company’s liability for all of its Israeli employees is partly provided for by monthly deposits for insurance policies and the remainder by an accrual. The value of these policies is recorded as an asset in the Company’s consolidated balance sheet. Such deposits are not considered to be “plan assets” and are therefore included in other non -current During April and May 2008 (the “transition date”), the Company amended the contracts of most of its Israeli employees so that starting on the transition date, such employees are subject to Section 14 of the Severance Pay Law, 1963 (“Section 14”) for severance pay accumulated in periods of employment subsequent to the transition date. Pursuant to Section 14, these employees are entitled to monthly deposits made by the Company on their behalf with insurance companies. These deposits are not recorded as an asset on the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. The Company’s contributions to the defined contribution plans are charged to the consolidated statements of Comprehensive loss as and when the services are received from the Company’s employees. For the Company’s employees in Israel that began employment prior to Article 14, the Company calculates the liability for severance pay based on the most recent salary of these employees multiplied by the number of years of employment as of the Article 14 inception date. These liabilities are presented under accrued severance pay in the Company’s consolidated balance sheets. The amounts used to fund these liabilities are included in the Company’s consolidated balance sheets under severance pay fund. The carrying value for the deposited funds for the Company’s employees’ severance pay for employment periods prior to the transition date include profits and losses accumulated up to the balance sheet date. The amounts of Contribution plans expenses were approximately $182 and $156 for each of the years ended December 31, 2022, and 2021, respectively. The Company expects to contribute approximately $189 in the year ending December 31, 2023, to insurance companies in connection with its contribution plans. Gain (loss) on amounts funded in respect of employee rights upon retirement totaled approximately $(4) and $(8) for the years ended December 31, 2022 and 2021, respectively. 401(k) profit sharing plans The Company has a number of savings plans in the United States that qualify under Section 401(k) of the current Internal Revenue Code as a “safe harbor” plan. The Company must make a mandatory contribution to the 401(k) plan to satisfy certain nondiscrimination requirements under the Internal Revenue Code. This mandatory contribution is made to all eligible employees. The contribution costs were $9 and $6 for the years ended December 31, 2022, and 2021, respectively. | |
Share-based compensation | bb. -based compensation Share -based -based -date -line four three The Company accounts for share -based -Scholes -pricing The Company follows ASC 718 to determine whether a share -based -based -Scholes -pricing For options and RSU’s with graded vesting, the Company has elected a fair -value-based -average The Company has adopted the actual approach as its accounting policy to account for forfeitures’ effect on its share -based | |
Convertible Note | cc. The Company follows ASC 480 -10 -10 The Company concluded that the value of the note is predominantly based on a fixed monetary amount known at the date of issuance, to be converted into shares of common stock, at a conversion price per share reflecting a discount of 40% conversion price Accordingly, the note was classified as a liability and is measured at its fair value, pursuant to the provisions of ASC 480 -10 | |
Convertible loan | dd. The Company follows ASC 480 -10 -10 The Company concluded that the value of the loan is predominantly based on a fixed monetary amount known at the date of issuance, to be converted into shares of common stock, at a conversion price per share reflecting a discount of no more than 65% of the lowest price per share paid by any investor in an offering. Accordingly, the loan was classified as a liability and is measured at its fair value, pursuant to the provisions of ASC 480 -10 | |
Warrants | ee. Common stock warrants The Company accounts for its warrants as either equity -classified -classified Redeemable Preferred stock warrants The Company accounts for redeemable preferred stock warrants at fair value and classifies redeemable preferred stock warrants as liabilities in accordance with ASC 480, as the warrants are exercisable into contingently redeemable preferred stock as described in Note 14. All redeemable preferred stock warrants are recognized at fair value and re -measured Following the guidance of ASC 480 the warrants were required to be classified as a liability because the redemption feature of their underlying redeemable preferred stock potentially requires the Company to repurchase its stock by transferring assets upon specific events which would not necessarily be within the control of the Company (See note 14). In connection with the consummation of the IPO, the type of the stock has changed from redeemable preferred stock to common stock at conversion, and the Company re -evaluated Other redeemable preferred stock warrants were converted into the Company’s common stock upon the consummation of the IPO. Warrants issued in connection with obtaining loans and/or securing credit facilities Warrants issued in connection with obtaining a loan or securing a credit facility are considered deferred issuance costs. Deferred issuance costs for obtaining a loan are reflected as a deduction from the carrying amount of the related loan and are amortized using the effective interest method. Deferred issuance costs incurred in connection with securing a credit facility of non -revolving -line The Company’s redeemable preferred stock is not mandatorily redeemable, nor redeemable at the option of the holder after a specified date, but a deemed liquidation event would constitute a redemption event outside of the common shareholders’ control. Therefore, all redeemable Preferred stock has been presented outside of permanent equity in accordance with ASC 480 -10-S99-3A | |
Commitments and contingencies | gg. The Company accounts for its contingent liabilities in accordance with ASC Topic 450, Contingencies (“ASC 450”). A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. | |
Reverse stock split | f) Reverse stock split On April 15, 2022, the Company’s Board of Directors approved a Reverse Stock Split in the ratio of forty -six -one -to-one The Company accounted for the Reverse Stock Splits on a retroactive basis pursuant to ASC 260. As a result, all common stock, Non -voting | hh. On April 15, 2022 (the “Closing Date”), the Company’s Board of Directors approved a Reverse Stock Split in the ratio of forty -six -one The Company accounted for the Reverse Stock Split on a retroactive basis pursuant to ASC 260. As a result, all common stock, Non -voting |
New Accounting Pronouncements | g) New Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016 -13 | ii. Recently adopted accounting pronouncements: In February 2016, the FASB issued ASU 2016 -02 -of-use The Company adopted the new lease standard and all the related amendments on January 1, 2022 and used the effective date as the Company’s date of initial application. Consequently, financial information was not updated and the disclosures required under the new standard are not provided for dates and periods before January 1, 2022. ASC 842 provides a number of optional practical expedients in transition, which permits the Company not to reassess its prior conclusions regarding lease identification, lease classification and initial direct costs under the new standard. The Company elected to utilize the available package of practical expedients permitted under the transition guidance within ASC 842 which does not require it to reassess the prior conclusions about lease identification, lease classification and initial direct costs. Upon adoption of ASC 842, the Company recognized operating right -of-use In December 2019, the FASB issued ASU No. 2019 -12 -12 -12 In November 2021, the FASB issued ASU 2021 -10 -scope Recently issued accounting pronouncements, not yet adopted: As an emerging growth company, the Jumpstart Our Business Startup Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. In June 2016, the FASB issued ASU No. 2016 -13 -13 In March 2020, the FASB issued ASU 2020 -04 The Company’s exposure to reference rate reform is due to royalties payments the Company is obligated to pay for research and development grants received from the Government of Israel (see note 8b). As of the date of these consolidated financial statements, the Israeli Innovation Authority (“IIA”) has not determined an alternative benchmark rate to the LIBOR. However, the Company will consider this guidance as future modifications are made. In June 2020 the FASB issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | ||
Schedule of Annual Rates of Depreciation | Annual rates of depreciation are as follows: % Computers, electronic equipment and software Mainly 33% Office furniture and equipment 7 Leasehold improvements By the shorter of lease term and the estimated useful life of the asset | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table represents the fair value hierarchy for the Company’s financial assets and liabilities measured at fair value on a recurring basis as of: Fair value measurements at Description Total Level 1 Level 2 Level 3 Liabilities: Warrants (See Note 9) $ 8 $ — $ — $ 8 Fair value measurements at Description Total Level 1 Level 2 Level 3 Liabilities: Warrants (See Note 9) $ 8 $ — $ — $ 8 | The following table represents the fair value hierarchy for the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31: Fair value measurements at Description Total Level 1 Level 2 Level 3 U.S. dollars in thousands Liabilities: Warrants (Note 14) $ 8 $ — $ — $ 8 Fair value measurements at Description Total Level 1 Level 2 Level 3 U.S. dollars in thousands Assets: Monet market funds $ 102 $ 102 $ — $ — Liabilities: Convertible Loan (Note 11) $ 4,905 $ — $ — $ 4,905 Warrants (Note 14) $ 2,149 $ — $ — $ 2,149 |
Schedule of Accrued Warranty Account | The following table sets forth activity in the Company’s accrued warranty account for each of the years ended December 31, 2022, and 2021.: Year ended December 31 2022 2021 U.S. dollars in thousands Balance at the beginning of the year 158 90 Cost incurred (7 ) (68 ) Expense (income) recognized (55 ) 136 Balance at the end of the year 96 158 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Inventories [Abstract] | ||
Schedule of Inventories | September 30, December 31, Raw materials $ 764 $ 593 Finished goods $ 1,934 $ 586 $ 2,698 $ 1,179 | December 31 2022 2021 U.S. dollars in thousands Raw materials 593 356 Finished goods 586 541 1,179 897 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | December 31 2022 2021 U.S. dollars in thousands Prepaid expenses 473 194 Governmental authorities 130 82 Accrued income 75 122 678 398 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment Net | December 31 2022 2021 U.S. dollars in thousands Cost: Computer, software, and electronic equipment 8,575 8,575 Office furniture and equipment 872 872 Leasehold improvements 292 292 9,739 9,739 Less: accumulated depreciation 9,659 9,636 Property and equipment, net 80 103 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Supplemental Information Related to Leases | Supplemental information related to leases is as follows: December 31, Operating leases: Operating lease right-of-use assets $ 726 Current Operating lease liabilities $ 445 Non-Current Operating lease liabilities $ 237 Total Operating lease liabilities $ 682 |
Schedule of Other Information | Other information: Year ended December 31, 2022 Cash paid for amounts included in the measurement of $ 747 Weighted Average Remaining Lease Term 1.50 Weighted Average Discount Rate 3.49 % |
Schedule of Lease Costs Components | The lease costs components are as follows: Year ended Fixed payments $ 723 Variable payments that depend on an index or rate 24 Total lease cost $ 747 |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows: December 31, 2022 2023 $ 476 2024 177 2025 70 Total operating lease payments 723 Less: imputed interest (41 ) Present value of lease liabilities $ 682 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Accrued Liabilities [Abstract] | |
Schedule of Other Accrued Liabilities | December 31 2022 2021 U.S. dollars in thousands Tax authorities — 10 Accrued expenses 1,190 813 Accrued standard warranty 48 79 1,238 902 |
Loans (Tables)
Loans (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Loans [Abstract] | ||
Schedule of Future Payments | As of September 30, 2023, future payments are summarized as follows: New Loan New Loan EIDL Loan from from 2023 (**) 2 921($241) 234($61) 2024 9 5,567($1,456) 1,080($282) 2025 9 3,684($963) 704($184) 2026 9 3,684($963) 704($184) 2027 9 3,684($963) 704($184) 2028 and thereafter 130 307($80) 59($15) Less-accumulated interest (12 ) (4,123)($1,077) (961)($250) Total 156 13,724($3,589) 2,524($660) * ** | As of December 31, 2022, future payments are summarized as follows: EIDL Loan New Loan New Loan from December 2020 and January 2021 – In NIS* from November 2021 – In NIS* 2023 9 3,684($1,047) 704($200) 2024 9 5,567($1,582) 1,080($307) 2025 9 3,684($1,047) 704($200) 2026 9 3,684($1,047) 704($200) 2027 9 3,684($1,047) 704($200) 2028 and thereafter 129 303($86) 60($17) Less-accumulated interest (12 ) (5,673)($1,612) (1,239)($352) Total 162 14,935($4,244) 2,717($772) * |
Convertible Note (Tables)
Convertible Note (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Convertible Note [Abstract] | ||
Schedule of Converted Into Common Stock | The following table presents a roll forward of the fair value of the Notes in the year ended December 31, 2022: December 31, Fair value at the beginning of the period $ — Additions 1,847 Change in fair value reported in statement of comprehensive loss 1,753 Conversion to the Company’s common stock (3,600 ) Fair value at the end of the period $ — | The following table presents a roll forward of the fair value of the Notes in the year ended December 31, 2022: December 31, 2022 Fair value at the beginning of the period $ — Additions 1,847 Change in fair value reported in statement of comprehensive loss 1,753 Conversion to the Company’s common stock (3,600 ) Fair value at the end of the period $ — |
Convertible Loan (Tables)
Convertible Loan (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Convertible Loan [Abstract] | ||
Schedule of Fair Values | The following is a roll forward of the fair values: Year ended Fair value at the beginning of the year $ 4,905 Change in fair value reported in statement of comprehensive loss 1,648 Conversion to the Company’s common stock (6,553 ) Fair value at the end of the period $ — | The following is a roll forward of the fair values: Year ended December 31 2022 2021 Fair value at the beginning of the year $ 4,905 3,563 Change in fair value reported in statement of comprehensive loss 1,648 1,342 Conversion to the Company’s common stock (6,553 ) — Fair value at the end of the period $ — 4,905 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Schedule of Future Minimum Lease Payments | Fiscal year ending December 31: 2022 573 2023 294 2024 42 Total minimum lease payments 909 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrants [Abstract] | ||
Schedule of Comprehensive Loss Related to the Comerica Warrants | The table below shows the impact on the statement of comprehensive loss related to the warrants for the periods ended: September 30, December 31, Outstanding as of January 1 8 2,149 Additions 1,972 — Fair value changes (1,726 ) 1,049 Warrants amendment 68 Conversion to the Company’s common stock — (3,190 ) reclassification to equity (see note (11(d)) (314 ) — Outstanding at the end of the period 8 8 | The table below shows the impact on the statement of comprehensive loss related to the Comerica warrants for the years ended December 31: 2022 2021 U.S. dollars in thousands Outstanding as of January 1 2,149 1,023 Fair value changes 1,049 1,031 Additions — 95 Conversion to the Company’s common stock (3,190 ) — Outstanding as of December 31 8 2,149 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Shareholders' Equity [Abstract] | ||
Schedule of Composed Of Common Stock and Non-Voting Common Stock | The Company’s share capital as of December 31, 2022, and 2021, is composed of common stock and Non -voting December 31, 2022 Authorized Issued and Number of shares Common stock 30,000,000 17,379,861 Non-voting Common stock 2,803,774 — December 31, 2021 Authorized Issued and Number of shares Common stock 11,009,315 2,050,404 Non-voting Common stock 2,803,774 1,783,773 | |
Schedule of Awards Granted | During the year ended December 31, 2022, the following awards were granted: Award Type (2015 Plan) Number of Awards Vesting Conditions Expiration Date Options 167,779 Over 4 years from grant date-25% every year 10 th RSU 592,000 Over 3 years from grant date | |
Schedule of Share Options, Granted to Employees, Directors, Under Option Plans | A summary of the Company’s share options, granted to employees, directors, under option plans is as follows: Number of Weighted Weighted Outstanding – January 1, 2023 (*) 96,458 $ 4.89 5.34 Granted 400 1.48 Exercised (2,489 ) $ 0.90 Expired and forfeited (3,992 ) $ 28.16 Outstanding – September 30, 2023 90,377 $ 3.94 4.44 Exercisable – September 30, 2023 77,759 $ 2.23 3.85 2) | A summary of the Company’s share option activity under option plans is as follows: Number of Weighted- Weighted Outstanding – January 1, 2022 890,493 $ 0.1518 5.43 Granted 167,779 $ 2.1964 Exercised (77,749 ) $ 0.0812 Expired and forfeited (15,937 ) $ 1.5089 Outstanding – December 31, 2022 964,586 $ 0.4891 5.34 Exercisable – December 31, 2022 771,956 $ 0.1476 4.36 Number of Weighted- Weighted Outstanding – January 1, 2021 879,251 $ 0.0874 6.25 Granted 43,261 $ 1.3616 Exercised (2,763 ) $ 0.1058 Expired and forfeited (29,256 ) $ 0.0874 Outstanding – December 31, 2021 890,493 $ 0.1518 5.43 Exercisable – December 31, 2021 801,562 $ 0.276 5.10 |
Schedule of Ordinary Shares Issuable Upon Outstanding Options and Exercisable Options | The following table summarize information as of December 31, 2022, regarding the number of ordinary shares issuable upon outstanding options and exercisable options: Exercise price Options Weighted Options Weighted 0.0644 312,357 2.61 312,357 2.61 0.1058 449,885 5.43 437,516 5.39 0.5780 88,431 9.96 — — 1.3616 38,912 8.41 15,472 8.41 4 75,001 9.2 6,611 9.7 | |
Schedule of Fair Value of the Share Options Granted | Key assumptions used to estimate the fair value of the share options granted during the year ended December 31, 2022 and 2021 included: Year Ended December 31 2022 2021 Expected term of options (years) 10 5.4 Expected common stock price volatility* 54 % 58 % Expected dividend rate 0 % 0 % Risk-free interest rate 3.21 % – 3.25% 0.97 % * | |
Schedule of Share-Based Compensation Expense for Share Options | Share -based Year Ended December 31 2022 2021 Cost of revenues 3 3 Research and development 26 24 Sales and marketing 11 16 General and administrative 12 10 Total Share-based compensation expense 52 53 | |
Schedule of RSUs Outstanding | The following table summarize information as of September 30, 2023, regarding the number of RSUs outstanding: September 30 2023 Number of Weighted- RSUs outstanding at the beginning of the year (*) 59,200 $ 16.2 Granted during the period 39,100 3.38 Vested during the period (16,954 ) 18.1 Forfeited during the period (8,400 ) 4.8 Outstanding as of September 30, 2023 72,945 $ 11.1 (*) | The following table summarize information as of December 31, 2022, regarding the number of RSUs outstanding: December 31, 2022 Number of RSUs Weighted- Average Grant Date Fair Value RSUs outstanding at the beginning of the year — — Granted during the year 592,000 $ 1.62 Exercised during the year — — Forfeited during the year — — Outstanding at the end of the year 592,000 $ 1.62 |
Schedule of Share-Based Compensation Expense for RSUs | Share -based Year Ended December 31 2022 2021 U.S. dollars in thousands Research and development 21 — Sales and marketing 12 — General and administrative 135 — Total Share-based compensation expense 168 — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of Loss Before Taxes on Income are Comprised | Loss before taxes on income are comprised Year Ended December 31 2022 2021 U.S. dollars in thousands Domestic (4,535 ) (3,273 ) Foreign Subsidiary (6,447 ) (1,978 ) Total (10,982 ) (5,251 ) |
Schedule of Components of the Company’s Net Deferred Tax Assets | The components of the Company’s net deferred tax assets were as follows: Year Ended December 31 2022 2021 U.S. dollars in thousands Deferred tax assets (liabilities): Loss carryforwards 27,932 31,049 Valuation allowance (27,932 ) (31,049 ) Total net deferred tax assets — — |
Basic and Diluted Loss per Sh_2
Basic and Diluted Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share Attributable To Common Shareholders | The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders: Three months ended Nine months ended 2023 2022 2023 2022 Numerator: Net loss $ (867 ) $ (2,207 ) $ (4,355 ) $ (8,500 ) Denominator: Common shares outstanding used in computing net loss per share attributable to common shareholders 2,370,486 1,731,753 1,986,178 968,721 Pre-Funded warrants to purchase common shares 304,250 — 262,712 — Fully vested RSUs outstanding used in computing net loss per share attributable to common shareholders 10,890 — 5,345 — Weighted average number of shares used in computing basic and diluted net loss per share attributable to common shareholders 2,685,626 1,731,753 2,254,235 968,721 Net loss per share attributable to common shareholders – basic and diluted $ (0.32) $ (*)(1.27) $ (*)(1.93) $ (*)(8.77) (*) |
Entity Wide Information and D_2
Entity Wide Information and Disagregated Revenues (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Entity Wide Information and Disagregated Revenues [Abstract] | |
Schedule of Summary of Revenues by Geographic Areas | Following is a summary of revenues by geographic areas. Revenues attributed to geographic areas, based on the location of the end customers: Year Ended December 31 2022 2021 U.S. dollars in thousands North America 4,348 4,637 Europe, the Middle East and Africa 3,999 3,373 Asia Pacific 484 520 Latin America — 15 8,831 8,545 |
Schedule of Revenues from Contract Liability | Revenues from contract liability: December 31, 2022 December 31, 2021 Opening balance $ 673 $ 581 Revenue recognized that was included in the contract liability balance at the beginning of the period (593 ) (452 ) Additions 568 544 Remaining performance obligations $ 648 $ 673 |
Schedule of Property and Equipment, Net | Property and Equipment, net: December 31 2022 2021 U.S. dollars in thousands Israel 75 101 North America 5 2 80 103 |
Schedule of Operating Lease Right of Use Assets | Operating lease right of use assets: December 31 2022 2021 U.S. dollars in thousands Israel 260 — North America 466 — 726 — |
Schedule of Net Revenues | Customers representing 10% or more of net revenues and the amount of revenues recognized are as follows: December 31, 2022 Customer A* 33 % 3,021 Customer B 16 % 1,475 Customer C 11 % 1,009 December 31, 2021 Customer A* 22 % 1,887 Customer B 19 % 1,663 Customer C 10 % 835 * |
Other Financial Expenses, Net (
Other Financial Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Financial Expenses, Net [Abstract] | |
Schedule of Other Financial Expenses, Net | Year Ended December 31 2022 2021 U.S. dollars in thousands Change in convertible loan fair value 1,648 1,342 Change in convertible note fair value 1,753 — Change in warrants’ fair value 1,049 1,031 Exchange rates differences (506 ) 278 Other 107 50 4,051 2,701 |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenues [Abstract] | |
Schedule of Summary of Revenues by Geographic Areas | Following is a summary of revenues by geographic areas. Revenues attributed to geographic areas, based on the location of the end customers: Three months ended Nine months ended 2023 2022 2023 2022 North America $ 454 $ 621 $ 1,863 $ 3,275 Europe, the Middle East and Africa 371 655 2,274 2,648 Asia Pacific 20 72 452 374 $ 845 $ 1,348 $ 4,589 $ 6,297 |
Schedule of Revenues from Contract Liability | Revenues from contract liability: September 30, 2023 December 31, 2022 Opening balance $ 648 $ 673 Revenue recognized that was included in the contract liability balance at the beginning of the year (494 ) (593 ) Additions 232 568 Remaining performance obligations $ 386 $ 648 |
Schedule of Amount of Revenues Recognized | Customers representing 10% or more of net revenues and the amount of revenues recognized are as follows: Three months ended Nine months ended Customer A (*) 2 % $ 20 20 % $ 920 Customer B (*) 24 % $ 201 11 % $ 510 Customer C (*) 2 % $ 20 10 % $ 469 Customer D 10 % $ 80 4 % $ 171 Three months ended Nine months ended Customer A (*) 41 % $ 535 33 % $ 2,180 Customer B 4 % $ 58 17 % $ 1,089 Customer C 11 % $ 146 13 % $ 785 (*) |
General (Details)
General (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
General [Abstract] | |||||
Increase credit lines | $ 2,000,000 | ||||
Incurred losses | $ 10,982,000 | 5,251,000 | |||
Negative cash flows from operations | $ 5,194,000 | 7,768,000 | 2,726,000 | ||
Accumulated deficit | 33,402,000 | ||||
Cash on hand | 1,386,000 | 6,016,000 | |||
Restricted cash | 4,457,000 | 2,375 | |||
Incurred losses | 4,355,000 | 10,982,000 | |||
Accumulated deficit | $ (37,757,000) | [1] | $ (33,402,000) | [1] | $ (22,420,000) |
[1]Adjusted to reflect reverse stock split, see note 3(f). |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||||
May 08, 2023 | Mar. 08, 2023 | Apr. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 17, 2022 | |
Initial Public Offering (Details) [Line Items] | |||||||
Aggregate shares | 39,100 | 4,212,500 | |||||
Additional shares | 190,000 | 46,250 | |||||
Price per share (in Dollars per share) | $ 40 | ||||||
Net proceeds (in Dollars) | $ 15,400 | ||||||
Commissions and expenses (in Dollars) | $ 1,000 | $ 1,000 | |||||
Warrants exercisable price | 29,487 | 294,875 | |||||
Exercise price per share (in Dollars per share) | $ 0.0001 | $ 3.58 | $ 5 | ||||
Warrants period | 5 years | ||||||
Fair value of the warrants issued (in Dollars) | $ 145 | ||||||
Expected volatility rate | 54% | 54% | |||||
Risk-free rate | 3.01% | ||||||
Exercised term | 5 years | ||||||
Expected dividend yield | 0% | 0% | |||||
Stock price (in Dollars per share) | $ 1.95 | ||||||
Non voting common stock | 1,783,773 | ||||||
Aggregate shares | 421,250 | ||||||
Net proceeds (in Dollars) | $ 15,400 | ||||||
Fair value of warrants (in Dollars) | $ 145 | ||||||
Risk-free rate | 4.60% | 0.97% | |||||
Note Warrant [Member] | |||||||
Initial Public Offering (Details) [Line Items] | |||||||
Additional shares | 944,670 | ||||||
Exercise price per share (in Dollars per share) | $ 50 | ||||||
Expected volatility rate | 54% | ||||||
Exercised term | 5 years | ||||||
Expected dividend yield | 0% | ||||||
Stock price (in Dollars per share) | $ 19.5 | ||||||
Risk-free rate | 3.01% | ||||||
IPO [Member] | |||||||
Initial Public Offering (Details) [Line Items] | |||||||
Exercised term | 5 years | ||||||
Warrants [Member] | |||||||
Initial Public Offering (Details) [Line Items] | |||||||
Redeemed shares | 178,377 | ||||||
Convertible Preferred Stock [Member] | |||||||
Initial Public Offering (Details) [Line Items] | |||||||
Common stock shares issued | 773,108 | 7,731,083 | |||||
Convertible Loan Agreement [Member] | |||||||
Initial Public Offering (Details) [Line Items] | |||||||
Common stock shares issued | 1,638,161 | ||||||
Convertible Notes [Member] | |||||||
Initial Public Offering (Details) [Line Items] | |||||||
Common stock shares issued | 900,096 | ||||||
Previously Reported [Member] | |||||||
Initial Public Offering (Details) [Line Items] | |||||||
Additional shares | 462,500 | ||||||
Price per share (in Dollars per share) | $ 4 | ||||||
Convertible Loan Agreement [Member] | |||||||
Initial Public Offering (Details) [Line Items] | |||||||
Common stock shares issued | 163,816 | ||||||
Migdalor [Member] | |||||||
Initial Public Offering (Details) [Line Items] | |||||||
Common stock shares issued | 18,000 | 617,567 | |||||
Mizrahi-Tefahot Bank [Member] | |||||||
Initial Public Offering (Details) [Line Items] | |||||||
Common stock shares issued | 61,756 | 180,000 | |||||
Convertible Notes [Member] | |||||||
Initial Public Offering (Details) [Line Items] | |||||||
Common stock shares issued | 90,009 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | |
Significant Accounting Policies (Details) [Line Items] | ||||
Allowance for doubtful accounts (in Dollars) | $ 125 | $ 61 | ||
Allowance for doubtful expense (in Dollars) | 64 | 0 | ||
Rental expense (in Dollars) | 516 | |||
ROU assets and lease liabilities (in Dollars) | 1,046 | |||
Offering costs (in Dollars) | $ 291 | $ 1,450 | ||
Warranty years | 2 years | |||
Warranty amount (in Dollars) | $ 96 | 158 | ||
Revenues percentage | 10% | 3% | ||
Royalty expenses (in Dollars) | $ 257 | 258 | ||
Number of operating segment | 1 | 1 | ||
Tax benefit percentage | 50% | |||
Contribution plans expenses (in Dollars) | $ 182 | 156 | ||
Gain (loss) on amounts funded in respect of employee rights upon retirement totaled (in Dollars) | (4) | (8) | ||
Contribution costs (in Dollars) | $ 9 | $ 6 | ||
Vesting term | 4 years | |||
Restricted stock units term | 3 years | |||
Conversion price percentage | 40% | |||
Discount percentage | 65% | |||
Operating right-of-use assets (in Dollars) | $ 1,046 | |||
Reverse Stock Split | On April 15, 2022, the Company’s Board of Directors approved a Reverse Stock Split in the ratio of forty-six to-one. | |||
IPO [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Offering costs (in Dollars) | $ 1,000 | |||
Conversion price percentage | 40% | |||
Customer A [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Concentration of risk percentage | 24% | 3% | ||
Customer B [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Concentration of risk percentage | 24% | 5% | ||
Customer C [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Concentration of risk percentage | 0% | 29% | ||
Customer D [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Concentration of risk percentage | 0% | 23% | ||
Customer E [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Concentration of risk percentage | 0% | 10% | ||
Trade receivables [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Concentration of risk percentage | 29% | 46% | ||
Trade receivables one [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Concentration of risk percentage | 23% | 0% | ||
Trade receivables two [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Concentration of risk percentage | 10% | 4% | ||
Forecast [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Contribute amunt (in Dollars) | $ 189 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Annual Rates of Depreciation | 12 Months Ended |
Dec. 31, 2022 | |
Schedule Of Annual Rates Of Depreciation Abstract | |
Office furniture and equipment | 7% |
Leasehold improvements | By the shorter of lease term and the estimated useful life of the asset |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities: | |||
Convertible Loan (See Note 5) | $ 4,905 | ||
Warrants | $ 8 | $ 8 | 2,149 |
Assets: | |||
Monet market funds | 102 | ||
Level 1 [Member] | |||
Liabilities: | |||
Convertible Loan (See Note 5) | |||
Warrants | |||
Assets: | |||
Monet market funds | 102 | ||
Level 2 [Member] | |||
Liabilities: | |||
Convertible Loan (See Note 5) | |||
Warrants | |||
Assets: | |||
Monet market funds | |||
Level 3 [Member] | |||
Liabilities: | |||
Convertible Loan (See Note 5) | 4,905 | ||
Warrants | $ 8 | $ 8 | 2,149 |
Assets: | |||
Monet market funds |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Accrued Warranty Account - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Accrued Warranty Account Abstract | ||
Balance at the beginning of the year | $ 158 | $ 90 |
Cost incurred | (7) | (68) |
Expense (income) recognized | (55) | 136 |
Balance at the end of the year | $ 96 | $ 158 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventories [Abstract] | ||||||
Inventories write-downs totaled | $ 147 | $ 102 | ||||
Inventory write-downs | $ 35 | $ 26 | $ 132 | $ 106 | $ 147 | $ 102 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Inventories [Abstract] | |||
Raw materials | $ 764 | $ 593 | $ 356 |
Finished goods | 1,934 | 586 | 541 |
Total | $ 2,698 | $ 1,179 | $ 897 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Prepaid Expenses And Other Current Assets Abstract | ||
Prepaid expenses | $ 473 | $ 194 |
Governmental authorities | 130 | 82 |
Accrued income | 75 | 122 |
Total | $ 678 | $ 398 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net [Abstract] | ||
Depreciation expense | $ 23 | $ 37 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment Net - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | |
Cost: | |||
Cost of property and equipment | $ 9,739 | $ 9,739 | |
Less: accumulated depreciation | 9,659 | 9,636 | |
Property and equipment, net | 80 | 103 | $ 66 |
Computer, software, and electronic equipment [Member] | |||
Cost: | |||
Cost of property and equipment | 8,575 | 8,575 | |
Office furniture and equipment [Member] | |||
Cost: | |||
Cost of property and equipment | 872 | 872 | |
Leasehold improvements [Member] | |||
Cost: | |||
Cost of property and equipment | $ 292 | $ 292 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
May 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Leases (Details) [Line Items] | |||
Operating lease expiration date | Oct. 31, 2023 | ||
Recognized lease income | $ 168 | ||
USA [Member] | |||
Leases (Details) [Line Items] | |||
Operating lease expiration date | Mar. 31, 2024 | ||
Israel [Member] | |||
Leases (Details) [Line Items] | |||
Operating lease expiration date | Apr. 30, 2023 | Apr. 30, 2023 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Supplemental Information Related to Leases - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | |
Schedule Of Supplemental Information Related To Leases Abstract | |||
Operating lease right-of-use assets | $ 726 | ||
Current Operating lease liabilities | 445 | $ 255 | |
Non-Current Operating lease liabilities | 237 | $ 129 | |
Total Operating lease liabilities | $ 682 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Other Information $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule Of Other Information Abstract | |
Cash paid for amounts included in the measurement of lease liabilities (cash paid in thousands) | $ 747 |
Weighted Average Remaining Lease Term | 1 year 6 months |
Weighted Average Discount Rate | 3.49% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Lease Costs Components $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule Of Lease Costs Components Abstract | |
Fixed payments | $ 723 |
Variable payments that depend on an index or rate | 24 |
Total lease cost | $ 747 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Maturities of Operating Lease Liabilities - Lease Agreements [Member] $ in Thousands | Dec. 31, 2022 USD ($) |
Leases (Details) - Schedule of Maturities of Operating Lease Liabilities [Line Items] | |
2023 | $ 476 |
2024 | 177 |
2025 | 70 |
Total operating lease payments | 723 |
Less: imputed interest | (41) |
Present value of lease liabilities | $ 682 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - Schedule of Other Accrued Liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Other Accrued Liabilities Abstract | ||
Tax authorities | $ 10 | |
Accrued expenses | 1,190 | 813 |
Accrued standard warranty | 48 | 79 |
Total accrued liabilities | $ 1,238 | $ 902 |
Loans (Details)
Loans (Details) ₪ / shares in Units, $ / shares in Units, ₪ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Feb. 05, 2021 USD ($) | Dec. 09, 2020 USD ($) | Dec. 09, 2020 ILS (₪) | Jul. 01, 2020 USD ($) | Nov. 30, 2021 USD ($) | Jan. 31, 2021 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Sep. 30, 2023 ₪ / shares | Feb. 28, 2023 USD ($) | Dec. 31, 2022 ₪ / shares | Dec. 31, 2020 USD ($) | |
Loans (Details) [Line Items] | ||||||||||||
Fund received | $ 191,000 | $ 150,000 | ||||||||||
Bear interest, percentage | 1% | 3.75% | 9.60% | 9.60% | ||||||||
Principal and Interest term | 2 years | |||||||||||
New loan | $ 6,000,000 | ₪ 20 | ||||||||||
Received loan | $ 3,000,000 | |||||||||||
Additional loan | $ 2,000,000 | |||||||||||
New lender warrants | $ 1,500,000 | $ 1,500,000 | ||||||||||
Additional funding amount of new lender | $ 1,000,000 | |||||||||||
Increased value of new lender warrant | 1,800,000 | |||||||||||
Loan balance outstanding | 4,249,000 | 5,016,000 | ||||||||||
Current maturities | 1,220,000 | 544,000 | ||||||||||
loan agreement value | $ 2,000,000 | |||||||||||
Additional deposited | $ 2,000,000 | |||||||||||
Exchange rate | (per share) | $ 1 | $ 1 | ₪ 3.824 | ₪ 3.519 | ||||||||
Additional funding amount of new lender | $ 1,000,000 | |||||||||||
Warrant issued | $ 1,800,000 | |||||||||||
Deposits | $ 2,000,000 | |||||||||||
New Loan [Member] | ||||||||||||
Loans (Details) [Line Items] | ||||||||||||
Bear interest, percentage | 3.75% | 9.60% | 9.60% | |||||||||
Previously Reported [Member] | ||||||||||||
Loans (Details) [Line Items] | ||||||||||||
New loan | $ 600,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Loans (Details) [Line Items] | ||||||||||||
Additional deposited | $ 2,000,000 |
Loans (Details) - Schedule of F
Loans (Details) - Schedule of Future Payments ₪ in Thousands, $ in Thousands | Dec. 31, 2022 USD ($) | Nov. 30, 2022 ILS (₪) | [1] | Jan. 31, 2021 USD ($) | [1] | Jan. 31, 2021 ILS (₪) | [1] |
Schedule of Future Payments Abstract [Abstract] | |||||||
2023 | $ 9 | ₪ 704 | $ (1,047) | ₪ 3,684 | |||
2024 | 9 | 1,080 | (1,582) | 5,567 | |||
2025 | 9 | 704 | (1,047) | 3,684 | |||
2026 | 9 | 704 | (1,047) | 3,684 | |||
2027 | 9 | 704 | (1,047) | 3,684 | |||
2028 and thereafter | 129 | 60 | (86) | 303 | |||
Less- accumulated interest | (12) | (1,239) | (1,612) | (5,673) | |||
Total | $ 162 | ₪ 2,717 | $ (4,244) | ₪ 14,935 | |||
[1]The exchange rate used in translation is $1 – 3.519 New Israeli Shekel. |
Convertible Note (Details)
Convertible Note (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jan. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Apr. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 20, 2023 | May 08, 2023 | Mar. 08, 2023 | May 02, 2022 | Dec. 31, 2021 | |
Convertible Note (Details) [Line Items] | ||||||||||||
Company offering amount | $ 3,000 | |||||||||||
Convertible note offering, percentage | 6% | |||||||||||
Annual interest, percentage | 6% | |||||||||||
Due date term | 3 years | |||||||||||
First closing, convertible notes | $ 3,190 | |||||||||||
Convertible note offered | $ 3,000 | |||||||||||
Second closing, convertible notes | 60 | $ 60 | ||||||||||
Discounted conversion price | 40% | |||||||||||
Convertible note, description | The Notes had an optional conversion price at a 40% discount based on a $50m value in the event that an IPO is not consummated and if an IPO is not consummated within 18 months of the issuance of the Notes, the value of the Notes would be set at 110% of their then balance. | |||||||||||
Financial expense | $ 0 | $ 0 | $ 0 | $ 1,753 | $ 1,753 | |||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Conversion price | $ 50 | $ 50 | ||||||||||
Conversion notes payable | 110% | |||||||||||
Private Placement [Member] | ||||||||||||
Convertible Note (Details) [Line Items] | ||||||||||||
First closing, convertible notes | $ 2,100 | |||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||||||||
IPO [Member] | ||||||||||||
Convertible Note (Details) [Line Items] | ||||||||||||
Discounted conversion price | 40% | |||||||||||
Common Stock [Member] | ||||||||||||
Convertible Note (Details) [Line Items] | ||||||||||||
Common stock, par value (in Dollars per share) | 0.0001 | |||||||||||
Common Stock [Member] | ||||||||||||
Convertible Note (Details) [Line Items] | ||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Convertible Notes [Member] | ||||||||||||
Convertible Note (Details) [Line Items] | ||||||||||||
Annual interest, percentage | 6% | |||||||||||
Convertible Note [Member] | ||||||||||||
Convertible Note (Details) [Line Items] | ||||||||||||
Discounted conversion price | 40% |
Convertible Note (Details) - Sc
Convertible Note (Details) - Schedule of Converted Into Common Stock $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule Of Converted Into Common Stock Abstract | |
Fair value at the beginning of the period | |
Additions | 1,847 |
Change in fair value reported in statement of comprehensive loss | 1,753 |
Conversion to the Company’s common stock | (3,600) |
Fair value at the end of the period |
Convertible Loan (Details)
Convertible Loan (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 28, 2017 | May 31, 2022 | Mar. 28, 2017 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Feb. 05, 2021 | Jul. 01, 2020 | Mar. 31, 2017 | |
Convertible Loan (Details) [Line Items] | |||||||||||||
Aggregate principal amount (in Dollars) | $ 2,000 | ||||||||||||
Bear interest, percentage | 9.60% | 9.60% | 1% | 3.75% | |||||||||
Principal amount, percentage | 40% | ||||||||||||
IPO scenario estimated percentage | 75% | 37.50% | |||||||||||
Common stock reflecting discount | 30% | ||||||||||||
Additional percentage | 1% | ||||||||||||
Other income expenses (in Dollars) | $ 0 | $ 0 | $ 0 | $ 1,648 | $ 1,648 | $ 1,342 | |||||||
Convertible Loan Agreement [Member] | |||||||||||||
Convertible Loan (Details) [Line Items] | |||||||||||||
Bear interest, percentage | 10% | 10% | |||||||||||
Principal amount, percentage | 300% | ||||||||||||
Received amount (in Dollars) | $ 1,526 | ||||||||||||
Convertible Loan Agreement [Member] | |||||||||||||
Convertible Loan (Details) [Line Items] | |||||||||||||
Bear interest, percentage | 10% | 10% | |||||||||||
Principal amount, percentage | 300% | ||||||||||||
Aggregate principal amount (in Dollars) | $ 2,000 | $ 2,000 |
Convertible Loan (Details) - Sc
Convertible Loan (Details) - Schedule of Fair Values - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Fair Values [Abstract] | ||||||
Fair value at the beginning of the year | $ 4,905 | $ 4,905 | $ 3,563 | |||
Change in fair value reported in statement of comprehensive loss | $ 0 | $ 0 | $ 0 | $ 1,648 | 1,648 | 1,342 |
Conversion to the Company’s common stock | (6,553) | |||||
Fair value at the end of the period | $ 4,905 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |||
Royalties to be paid percentage | 100% | 100% | |
Received amount | $ 14,300 | ||
LIBOR | 15,500 | ||
Repaid | 10,000 | ||
Payments of due amount | 221 | ||
Liability to pay royalties | 900 | $ 818 | |
Company receivables | $ 14,300 | ||
Interest receivables | 15,668 | ||
Repaid amount | 10,275 | ||
Due amount | 73 | 221 | |
Liability to pay royalties | $ 924 | $ 900 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Future Minimum Lease Payments - Operating Lease Agreements [Member] $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies (Details) - Schedule of Future Minimum Lease Payments [Line Items] | |
2022 | $ 573 |
2023 | 294 |
2024 | 42 |
Total minimum lease payments | $ 909 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Redeemable Convertible Preferred Stock (Details) [Line Items] | |
Aggregate gross proceeds (in Dollars) | $ | $ 5,000 |
Valuation amount (in Dollars) | $ | $ 15,000 |
Price per share (in Dollars per share) | $ / shares | $ 0.9991 |
Series B Preferred Stock [Member] | |
Redeemable Convertible Preferred Stock (Details) [Line Items] | |
Preferred stock percentage | 75% |
Interest rate | 8% |
Series A Preferred Stock [Member] | |
Redeemable Convertible Preferred Stock (Details) [Line Items] | |
Preferred stock percentage | 75% |
Price per share (in Dollars per share) | $ / shares | $ 0.60168 |
Interest rate | 8% |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 20, 2023 | May 08, 2023 | Mar. 08, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | May 31, 2022 | Aug. 24, 2016 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants (Details) [Line Items] | |||||||||||||
Purchase of shares | 1,271,187 | 754,670 | 944,670 | 7,920 | 7,920 | 73,048 | 944,670 | ||||||
IPO percentage | 75% | 37.50% | |||||||||||
Private holding percenatge | 62.50% | ||||||||||||
Volatility percentage | 57% | 58% | |||||||||||
Risk-free rate, percentage | 0.97% | ||||||||||||
Expected term | 3 years 219 days | 146 days | |||||||||||
IPO scenario term | 3 years | ||||||||||||
Underlying common stock price | $ 0.477 | ||||||||||||
Risk free rate, percentage | 4.11% | ||||||||||||
Other financial expenses (income) | $ 1,049 | $ 1,031,000 | |||||||||||
Other expense (income) | $ 1,330,000 | $ 47,000 | $ 1,726,000 | $ 1,068,000 | |||||||||
Series B Preferred Stock [Member] | |||||||||||||
Warrants (Details) [Line Items] | |||||||||||||
Exercise price per share | $ 10.2672 | ||||||||||||
Purchase shares | 7,305 | ||||||||||||
Previously Reported [Member] | Series B Preferred Stock [Member] | |||||||||||||
Warrants (Details) [Line Items] | |||||||||||||
Exercise price per share | $ 1.02672 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of Comprehensive Loss Related to the Comerica Warrants - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Comprehensive Loss Related to the Comerica Warrants [Abstract] | ||||
Outstanding as of beginning period | $ 8 | $ 2,149 | $ 2,149 | $ 1,023 |
Fair value changes | (1,726) | 1,049 | 1,049 | 1,031 |
Additions | 1,972 | 95 | ||
Conversion to the Company’s common stock | (3,190) | (3,190) | ||
Outstanding at the end of the period | $ 8 | $ 8 | $ 8 | $ 2,149 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 20, 2023 | Nov. 08, 2023 | May 08, 2023 | Mar. 08, 2023 | Aug. 31, 2023 | Jul. 31, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | May 16, 2022 | Aug. 24, 2016 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 17, 2022 | May 02, 2022 | Jan. 31, 2016 | |
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 11,009,315 | ||||||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||||||||||||
Total authorized shares | 42,803,774 | |||||||||||||||||
Share options | 216 | |||||||||||||||||
Maximum option term | 10 years | |||||||||||||||||
Weighted average fair vale of options | 71 | 71 | 54 | |||||||||||||||
Intrinsic value of options (in Dollars) | $ 0 | $ 0 | $ 0 | |||||||||||||||
Shares of preferred stock | 10,000,000 | |||||||||||||||||
Purchase share of common stock | 1,271,187 | 754,670 | 944,670 | 7,920 | 7,920 | 73,048 | 944,670 | |||||||||||
Total price (in Dollars) | $ 50,000 | $ 50,000 | ||||||||||||||||
Treasury shares | 10,690 | 10,690 | ||||||||||||||||
Principal amount (in Dollars) | $ 3,500,000 | |||||||||||||||||
Shares of common stock | 190,000 | 46,250 | ||||||||||||||||
Pre-funded warrants | 754,670 | |||||||||||||||||
Exercise price (in Dollars per share) | $ 0.0001 | $ 3.58 | $ 5 | |||||||||||||||
Expected volatility | 54% | 54% | ||||||||||||||||
Risk-free rate | 4.60% | 0.97% | ||||||||||||||||
Contractual term | 10 years | 5 years 4 months 24 days | ||||||||||||||||
Stock price at issuance date (in Dollars per share) | $ 40 | |||||||||||||||||
Common warrants fair value (in Dollars) | $ 246,000 | |||||||||||||||||
Contractual term | 5 years 36 days | |||||||||||||||||
Stock price per value (in Dollars per share) | $ 1.1 | $ 1.1 | ||||||||||||||||
Other income (expenses) (in Dollars) | $ 1,330,000 | $ 1,726,000 | ||||||||||||||||
Additional shares of warrant issued (in Dollars) | $ 314,000 | |||||||||||||||||
Exercise price of warrant (in Dollars per share) | $ 0.0001 | $ 2.75 | $ 2.75 | |||||||||||||||
Fair value of warrants (in Dollars) | $ 15,000 | |||||||||||||||||
Other financial expenses (in Dollars) | $ 68,000 | $ 68,000 | 4,051,000 | $ 2,701,000 | ||||||||||||||
Exercise of pre-funded warrant | 754,670 | 754,670 | ||||||||||||||||
Total exercise price (in Dollars per share) | $ 0.0755 | $ 0.0755 | ||||||||||||||||
Offering cost (in Dollars) | $ 291,000 | $ 291,000 | $ 1,450,000 | $ 1,450,000 | ||||||||||||||
Warrants to purchase of common stock | 66,127 | 66,127 | ||||||||||||||||
Warrants exercise percentage | 125% | |||||||||||||||||
Offering costs (in Dollars) | $ 223,000 | $ 223,000 | ||||||||||||||||
Issuance of Common stocks (in Dollars) | $ 172,000 | |||||||||||||||||
Issued RSUs to officers and employees | 39,100 | 39,100 | 4,212,500 | |||||||||||||||
Incentive 2015 Plan [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Share options | 2,804 | 2,804 | ||||||||||||||||
Fair market value, percentage | 100% | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Share option market value | 10% | |||||||||||||||||
Risk-free rate | 3.25% | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Risk-free rate | 3.21% | |||||||||||||||||
Common Warrants [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Shares of common stock | 944,670 | |||||||||||||||||
Exercise price (in Dollars per share) | $ 3.58 | |||||||||||||||||
Fair value (in Dollars) | $ 1,972,000 | |||||||||||||||||
Expected volatility | 54% | |||||||||||||||||
Risk-free rate | 4.60% | |||||||||||||||||
Contractual term | 5 years 36 days | |||||||||||||||||
Stock price per value (in Dollars per share) | $ 1.1 | $ 1.1 | ||||||||||||||||
Fair value of warrants (in Dollars) | $ 314,000 | |||||||||||||||||
Underwriter Warrants [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Expected volatility | 56% | |||||||||||||||||
Risk-free rate | 3.29% | |||||||||||||||||
Contractual term | 5 years 6 months | |||||||||||||||||
Stock price at issuance date (in Dollars per share) | 3.58 | $ 3.58 | ||||||||||||||||
Fair value of warrants (in Dollars) | $ 104,000 | |||||||||||||||||
Note Warrant [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Shares of common stock | 944,670 | 944,670 | ||||||||||||||||
Exercise price (in Dollars per share) | $ 50 | |||||||||||||||||
Expected volatility | 54% | |||||||||||||||||
Risk-free rate | 3.01% | |||||||||||||||||
Exercise price of warrant (in Dollars per share) | $ 2.75 | $ 4.6313 | $ 4.6313 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Common Stock [Member] | Maximum [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 30,000,000 | |||||||||||||||||
Common Stock [Member] | Minimum [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 11,009,315 | |||||||||||||||||
Non-voting Common Stock [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Common stock, shares authorized | 2,803,774 | |||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||||||
Preferred stock, shares authorized | 42,803,774 | |||||||||||||||||
Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||||||||||||
Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 7,988,691 | |||||||||||||||||
Non-voting [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock, shares authorized | 2,803,774 | 2,803,774 | 2,803,774 | 2,803,774 | 2,803,774 | 2,803,774 | ||||||||||||
Subsequent Event [Member] | Note Warrant [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Additional shares of warrant issued (in Dollars) | $ 55,000 | |||||||||||||||||
Black-Scholes Option-Pricing Model [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Expected volatility | 54% | |||||||||||||||||
Risk-free rate | 3.49% | |||||||||||||||||
Contractual term | 5 years 6 months | |||||||||||||||||
Stock price at issuance date (in Dollars per share) | $ 3.7 | $ 3.7 | ||||||||||||||||
A&R COI [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Non-voting common stock | 2,803,774 | |||||||||||||||||
Preferred stock shares | 10,000,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of Composed Of Common Stock and Non-Voting Common Stock - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Composed Of Common Stock And Non Voting Common Stock Abstract | ||
Common stock, Authorized | 30,000,000 | 11,009,315 |
Common stock, Issued and outstanding | 17,379,861 | 2,050,404 |
Non-voting Common stock, Authorized | 2,803,774 | 2,803,774 |
Non-voting Common stock, Issued and outstanding | 1,783,773 |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) - Schedule of Awards Granted - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | [1] | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Awards were Granted [Abstract] | ||||
Expiration Date, Options | 5 years 4 months 2 days | 5 years 5 months 4 days | 6 years 3 months | |
Options [Member] | ||||
Schedule of Awards were Granted [Abstract] | ||||
Number of Awards, Options | 167,779 | |||
Vesting Conditions, Options | Over 4 years from grant date-25% every year | |||
Expiration Date, Options | 10 years | |||
RSU [Member] | ||||
Schedule of Awards were Granted [Abstract] | ||||
Number of Awards, RSU | 592,000 | |||
Vesting Conditions, RSU | Over 3 years from grant date | |||
[1]Restricted Stock Units (*): |
Shareholders' Equity (Details_3
Shareholders' Equity (Details) - Schedule of Share Options, Granted to Employees, Directors, Under Option Plans - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Schedule of Share Option Activity Under Option Plans [Abstract] | |||||
Number of Options, Outstanding Beginning balance | 96,458 | [1] | 890,493 | 879,251 | |
Weighted- Average Exercise Price, Beginning balance | $ 4.89 | [1] | $ 0.1518 | $ 0.0874 | |
Weighted Average Remaining Contractual Life, Beginning balance | 5 years 4 months 2 days | [1] | 5 years 5 months 4 days | 6 years 3 months | |
Number of Options, Granted | 400 | 167,779 | 43,261 | ||
Weighted- Average Exercise Price, Granted | $ 1.48 | $ 2.1964 | $ 1.3616 | ||
Number of Options, Exercised | (2,489) | (77,749) | (2,763) | ||
Weighted- Average Exercise Price, Exercised | $ 0.9 | $ 0.0812 | $ 0.1058 | ||
Number of Options, Expired and forfeited | (15,937) | (29,256) | |||
Weighted- Average Exercise Price, Expired and forfeited | $ 28.16 | $ 1.5089 | $ 0.0874 | ||
Number of Options, Outstanding, Ending balance | 90,377 | 96,458 | [1] | 890,493 | |
Weighted- Average Exercise Price, Ending balance | $ 3.94 | $ 4.89 | [1] | $ 0.1518 | |
Weighted Average Remaining Contractual Life, Ending balance | 5 years 5 months 4 days | ||||
Number of Options, Exercisable | 77,759 | 771,956 | 801,562 | ||
Weighted- Average Exercise Price, Exercisable | $ 2.23 | $ 0.1476 | $ 0.276 | ||
Weighted Average Remaining Contractual Life, Exercisable | 3 years 10 months 6 days | 4 years 4 months 9 days | 5 years 1 month 6 days | ||
Previously Reported [Member] | |||||
Schedule of Share Option Activity Under Option Plans [Abstract] | |||||
Number of Options, Outstanding Beginning balance | 964,586 | ||||
Weighted- Average Exercise Price, Beginning balance | $ 0.4891 | ||||
Number of Options, Outstanding, Ending balance | 964,586 | ||||
Weighted- Average Exercise Price, Ending balance | $ 0.4891 | ||||
Weighted Average Remaining Contractual Life, Ending balance | 5 years 4 months 2 days | ||||
[1]Restricted Stock Units (*): |
Shareholders' Equity (Details_4
Shareholders' Equity (Details) - Schedule of Ordinary Shares Issuable Upon Outstanding Options and Exercisable Options | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Exercise price 0.0644 [Member] | |
Schedule of Ordinary Shares Issuable Upon Outstanding Options and Exercisable Options [Abstract] | |
Exercise price | $ / shares | $ 0.0644 |
Options outstanding as of December 31, 2022 | 312,357 |
Options exercisable as of December 31, 2022 | 312,357 |
Exercise price 0.1058 [Member] | |
Schedule of Ordinary Shares Issuable Upon Outstanding Options and Exercisable Options [Abstract] | |
Exercise price | $ / shares | $ 0.1058 |
Options outstanding as of December 31, 2022 | 449,885 |
Options exercisable as of December 31, 2022 | 437,516 |
Exercise price 0.5780 [Member] | |
Schedule of Ordinary Shares Issuable Upon Outstanding Options and Exercisable Options [Abstract] | |
Exercise price | $ / shares | $ 0.578 |
Options outstanding as of December 31, 2022 | 88,431 |
Options exercisable as of December 31, 2022 | |
Exercise price 1.3616 [Member] | |
Schedule of Ordinary Shares Issuable Upon Outstanding Options and Exercisable Options [Abstract] | |
Exercise price | $ / shares | $ 1.3616 |
Options outstanding as of December 31, 2022 | 38,912 |
Options exercisable as of December 31, 2022 | 15,472 |
Exercise price 4 [Member] | |
Schedule of Ordinary Shares Issuable Upon Outstanding Options and Exercisable Options [Abstract] | |
Exercise price | $ / shares | $ 4 |
Options outstanding as of December 31, 2022 | 75,001 |
Options exercisable as of December 31, 2022 | 6,611 |
Weighted average remaining Term 1 [Member] | Exercise price 0.0644 [Member] | |
Schedule of Ordinary Shares Issuable Upon Outstanding Options and Exercisable Options [Abstract] | |
Weighted average remaining contractual life (years) | 2 years 7 months 9 days |
Weighted average remaining Term 1 [Member] | Exercise price 0.1058 [Member] | |
Schedule of Ordinary Shares Issuable Upon Outstanding Options and Exercisable Options [Abstract] | |
Weighted average remaining contractual life (years) | 5 years 5 months 4 days |
Weighted average remaining Term 1 [Member] | Exercise price 0.5780 [Member] | |
Schedule of Ordinary Shares Issuable Upon Outstanding Options and Exercisable Options [Abstract] | |
Weighted average remaining contractual life (years) | 9 years 11 months 15 days |
Weighted average remaining Term 1 [Member] | Exercise price 1.3616 [Member] | |
Schedule of Ordinary Shares Issuable Upon Outstanding Options and Exercisable Options [Abstract] | |
Weighted average remaining contractual life (years) | 8 years 4 months 28 days |
Weighted average remaining Term 1 [Member] | Exercise price 4 [Member] | |
Schedule of Ordinary Shares Issuable Upon Outstanding Options and Exercisable Options [Abstract] | |
Weighted average remaining contractual life (years) | 9 years 2 months 12 days |
Weighted average remaining Term 2 [Member] | Exercise price 0.0644 [Member] | |
Schedule of Ordinary Shares Issuable Upon Outstanding Options and Exercisable Options [Abstract] | |
Weighted average remaining contractual life (years) | 2 years 7 months 9 days |
Weighted average remaining Term 2 [Member] | Exercise price 0.1058 [Member] | |
Schedule of Ordinary Shares Issuable Upon Outstanding Options and Exercisable Options [Abstract] | |
Weighted average remaining contractual life (years) | 5 years 4 months 20 days |
Weighted average remaining Term 2 [Member] | Exercise price 0.5780 [Member] | |
Schedule of Ordinary Shares Issuable Upon Outstanding Options and Exercisable Options [Abstract] | |
Weighted average remaining contractual life (years) | |
Weighted average remaining Term 2 [Member] | Exercise price 1.3616 [Member] | |
Schedule of Ordinary Shares Issuable Upon Outstanding Options and Exercisable Options [Abstract] | |
Weighted average remaining contractual life (years) | 8 years 4 months 28 days |
Weighted average remaining Term 2 [Member] | Exercise price 4 [Member] | |
Schedule of Ordinary Shares Issuable Upon Outstanding Options and Exercisable Options [Abstract] | |
Weighted average remaining contractual life (years) | 9 years 8 months 12 days |
Shareholders' Equity (Details_5
Shareholders' Equity (Details) - Schedule of Fair Value of the Share Options Granted | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Fair Value of the Share Options Granted [Abstract] | ||||
Expected term of options (years) | 10 years | 5 years 4 months 24 days | ||
Expected common stock price volatility | [1] | 54% | 58% | |
Expected dividend rate | 0% | 0% | ||
Risk-free interest rate | 4.60% | 0.97% | ||
Minimum [Member] | ||||
Schedule of Fair Value of the Share Options Granted [Abstract] | ||||
Risk-free interest rate | 3.21% | |||
Maximum [Member] | ||||
Schedule of Fair Value of the Share Options Granted [Abstract] | ||||
Risk-free interest rate | 3.25% | |||
[1]The expected volatility was based on the historical stock prices of publicly traded comparable companies. |
Shareholders' Equity (Details_6
Shareholders' Equity (Details) - Schedule of Share-Based Compensation Expense for Share Options - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Share-Based Compensation Expense for Share Options [Abstract] | ||
Cost of revenues | $ 3 | $ 3 |
Research and development | 26 | 24 |
Sales and marketing | 11 | 16 |
General and administrative | 12 | 10 |
Total Share-based compensation expense | $ 52 | $ 53 |
Shareholders' Equity (Details_7
Shareholders' Equity (Details) - Schedule of RSUs Outstanding - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | |||
Schedule of RSUs Outstanding [Abstract] | ||||
Number of RSUs, Outstanding at the beginning of the year | 59,200 | [1] | ||
Weighted-Average Grant Date Fair Value, Outstanding at the beginning of the year | $ 16.2 | [1] | ||
Number of RSUs Granted during the year | 39,100 | 592,000 | ||
Weighted-Average Grant Date Fair Value Granted during the year | $ 3.38 | $ 1.62 | ||
Number of RSUsExercised during the year | (16,954) | |||
Weighted-Average Grant Date Fair Value Exercised during the year | $ 18.1 | |||
Number of RSUsForfeited during the year | (8,400) | |||
Weighted-Average Grant Date Fair Value Forfeited during the year | $ 4.8 | |||
Number of RSUs, Outstanding at the end of the year | 72,945 | 59,200 | [1] | |
Weighted-Average Grant Date Fair Value, Outstanding at the end of the year | $ 11.1 | $ 16.2 | [1] | |
Previously Reported [Member] | ||||
Schedule of RSUs Outstanding [Abstract] | ||||
Number of RSUs, Outstanding at the beginning of the year | 592,000 | |||
Weighted-Average Grant Date Fair Value, Outstanding at the beginning of the year | $ 1.62 | |||
Number of RSUs, Outstanding at the end of the year | 592,000 | |||
Weighted-Average Grant Date Fair Value, Outstanding at the end of the year | $ 1.62 | |||
[1]Adjusted to reflect April 2023 reverse stock split, see note 3(f). |
Shareholders' Equity (Details_8
Shareholders' Equity (Details) - Schedule of Share-Based Compensation Expense for RSUs - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Share-Based Compensation Expense for RSUs [Abstract] | ||
Research and development | $ 21 | |
Sales and marketing | 12 | |
General and administrative | 135 | |
Total Share-based compensation expense | $ 168 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2022 | |
Income Taxes (Details) [Line Items] | ||
Federal income tax rate | 21% | |
State taxes | 9% | |
Net operating loss carry forwards | $ 3,418 | |
Corporate Income Tax Rate [Member] | ||
Income Taxes (Details) [Line Items] | ||
State taxes | 23% | |
United State [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carry forwards | $ 10,605 | |
Isreal [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carry forwards | $ 118,323 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Loss Before Taxes on Income are Comprised - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) - Schedule of Loss Before Taxes on Income are Comprised [Line Items] | ||
Domestic | $ (4,535) | $ (3,273) |
Foreign Subsidiary | (6,447) | (1,978) |
Total | $ (10,982) | $ (5,251) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Components of the Company’s Net Deferred Tax Assets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets (liabilities): | ||
Loss carryforwards | $ 27,932 | $ 31,049 |
Valuation allowance | (27,932) | (31,049) |
Total net deferred tax assets |
Basic and Diluted Loss per Sh_3
Basic and Diluted Loss per Share (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Basic and Diluted Loss per Share (Details) [Line Items] | |||||
Exercise price (in Dollars per share) | $ 3.94 | $ 4.53 | $ 964,586 | $ 890,493 | |
Options to purchase shares | 0.4891 | 0.1518 | |||
Purchase of common stock shares | 72,945 | 592,000 | |||
Average grant date fair value per share (in Dollars per share) | $ 11.1 | $ 16.2 | [1] | ||
Convertible shares of common stock | 7,731,083 | ||||
Redeemable preferred stock outstanding (in Dollars) | $ 178,281 | ||||
Convertible shares outstanding | 90,377 | 94,018 | |||
Common Stock [Member] | |||||
Basic and Diluted Loss per Share (Details) [Line Items] | |||||
Convertible shares outstanding | 1,047,589 | 7,736 | 73,048 | 48,109 | |
Warrant [Member] | |||||
Basic and Diluted Loss per Share (Details) [Line Items] | |||||
Convertible shares outstanding | 294,875 | ||||
Previously Reported [Member] | |||||
Basic and Diluted Loss per Share (Details) [Line Items] | |||||
Average grant date fair value per share (in Dollars per share) | $ 1.62 | ||||
[1]Adjusted to reflect April 2023 reverse stock split, see note 3(f). |
Entity Wide Information and D_3
Entity Wide Information and Disagregated Revenues (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Entity Wide Information and Disagregated Revenues [Abstract] | ||
Operating segment | 1 | 1 |
Performance obligation (in Dollars) | $ 386,000 | $ 648 |
Revenues percentage | 10% |
Entity Wide Information and D_4
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Summary of Revenues by Geographic Areas - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Summary of Revenues by Geographic Areas [Line Items] | ||||||
Revenues | $ 845 | $ 1,348 | $ 4,589 | $ 6,297 | $ 8,831 | $ 8,545 |
North America [Member] | ||||||
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Summary of Revenues by Geographic Areas [Line Items] | ||||||
Revenues | 4,348 | 4,637 | ||||
Europe, the Middle East and Africa [Member] | ||||||
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Summary of Revenues by Geographic Areas [Line Items] | ||||||
Revenues | 371 | 655 | 2,274 | 2,648 | 3,999 | 3,373 |
Asia Pacific [Member] | ||||||
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Summary of Revenues by Geographic Areas [Line Items] | ||||||
Revenues | 20 | 72 | 452 | 374 | 484 | 520 |
Latin America [Member] | ||||||
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Summary of Revenues by Geographic Areas [Line Items] | ||||||
Revenues | $ 454 | $ 621 | $ 1,863 | $ 3,275 | $ 15 |
Entity Wide Information and D_5
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Revenues from Contract Liability - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Revenues from Contract Liability [Line Items] | |||
Opening balance | $ 648 | $ 673 | $ 581 |
Revenue recognized that was included in the contract liability balance at the beginning of the period | (494) | (593) | (452) |
Additions | 568 | 544 | |
Remaining performance obligations | $ 386 | $ 648 | $ 673 |
Entity Wide Information and D_6
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Property and Equipment, Net [Line Items] | |||
Property and equipment, net | $ 66 | $ 80 | $ 103 |
Israel [Member] | |||
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Property and Equipment, Net [Line Items] | |||
Property and equipment, net | 75 | 101 | |
North America [Member] | |||
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Property and Equipment, Net [Line Items] | |||
Property and equipment, net | $ 5 | $ 2 |
Entity Wide Information and D_7
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Operating Lease Right of Use Assets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Operating Lease Right of Use Assets [Line Items] | |||
Operating lease right of use assets | $ 403 | $ 726 | |
Israel [Member] | |||
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Operating Lease Right of Use Assets [Line Items] | |||
Operating lease right of use assets | 260 | ||
North America [Member] | |||
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Operating Lease Right of Use Assets [Line Items] | |||
Operating lease right of use assets | $ 466 |
Entity Wide Information and D_8
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Net Revenues - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2023 | [2] | Sep. 30, 2022 | Sep. 30, 2023 | [2] | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||||||
Customer A [Member] | |||||||||||||
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Net Revenues [Line Items] | |||||||||||||
Percentage revenues | [1] | 33% | 22% | ||||||||||
Revenues net | $ 20 | $ 535 | [2] | $ 920 | $ 2,180 | [2] | $ 3,021 | [1] | $ 1,887 | [1] | |||
Customer B [Member] | |||||||||||||
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Net Revenues [Line Items] | |||||||||||||
Percentage revenues | 16% | 19% | |||||||||||
Revenues net | 201 | 58 | 510 | 1,089 | $ 1,475 | $ 1,663 | |||||||
Customer C [Member] | |||||||||||||
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Net Revenues [Line Items] | |||||||||||||
Percentage revenues | 11% | 10% | |||||||||||
Revenues net | $ 20 | $ 146 | $ 469 | $ 785 | $ 1,009 | $ 835 | |||||||
[1]Included in Europe, the Middle East and Africa.[2]Included in Europe, the Middle East and Africa. |
Other Financial Expenses, Net_2
Other Financial Expenses, Net (Details) - Schedule of Other Financial Expenses, Net - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Other Financial Expenses Net Abstract [Abstract] | ||||
Change in convertible loan fair value | $ 1,648 | $ 1,342 | ||
Change in convertible note fair value | 1,753 | |||
Change in warrants’ fair value | 1,049 | 1,031 | ||
Exchange rates differences | (506) | 278 | ||
Other | 107 | 50 | ||
Total | $ 68 | $ 68 | $ 4,051 | $ 2,701 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Dec. 15, 2022 | Feb. 20, 2015 | Feb. 15, 2015 | Apr. 30, 2022 | Jan. 31, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2017 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Principal amount | $ 106 | |||||||
CEO shares (in Shares) | 27,699 | |||||||
Purchase price (in Dollars per share) | $ 4.55 | |||||||
Aggregate purchase consideration | $ 126 | |||||||
Fair value shares (in Dollars per share) | $ 0.55 | |||||||
Management fee | $ 5 | |||||||
Success-based fee | $ 150 | |||||||
Funding amount | 4,000 | |||||||
Shareholder amount | $ 100 | |||||||
Shareholder additional amount | $ 1,847 | $ 50 | ||||||
Aggregate amount | 100 | |||||||
Shareholder recieved amount | $ 150 | |||||||
Convertible loan | $ 26 | |||||||
Restricted stock (in Shares) | 59,200 | |||||||
Directors shares (in Shares) | 10,000 | |||||||
Previously Reported [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Restricted stock (in Shares) | 592,000 | |||||||
Directors shares (in Shares) | 100,000 | |||||||
Chief Executive Officer [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares received (in Shares) | 12,500 | |||||||
Chief Executive Officer [Member] | Previously Reported [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares received (in Shares) | 125,000 | |||||||
Chief Financial Officer [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares received (in Shares) | 2,500 | |||||||
Chief Financial Officer [Member] | Previously Reported [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares received (in Shares) | 25,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 20, 2023 | May 08, 2023 | Mar. 08, 2023 | Nov. 17, 2022 | Feb. 28, 2023 | Jan. 31, 2023 | Aug. 24, 2016 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events (Details) [Line Items] | |||||||||||
Repurchase of common stock (in Dollars) | $ 1,000,000 | $ 50,000 | |||||||||
Purchase of common stock | 79,195 | 79,195 | |||||||||
Common stock price (in Dollars) | $ 50 | ||||||||||
Interest bearing deposit (in Dollars) | $ 2,000,000 | ||||||||||
Total gross amount (in Dollars) | $ 1,500,000 | $ 3,500,000 | |||||||||
Common stock, shares issued | 301,000 | 2,694,179 | 1,737,986 | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Warrants shares | 970,187 | ||||||||||
Common stock purchase shares | 1,271,187 | 754,670 | 944,670 | 7,920 | 7,920 | 73,048 | 944,670 | ||||
Warrant exercisable price (in Dollars per share) | $ 0.0001 | $ 2.75 | |||||||||
Exercise price (in Dollars per share) | $ 0.0001 | $ 3.58 | $ 5 | ||||||||
Additional shares | 55,000 | ||||||||||
Warrant shares | 970,187 | ||||||||||
Private Placement [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Common stock, shares issued | 190,000 | ||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||
Pre-Funded Warrants [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||
Warrants shares | 754,670 | ||||||||||
Common stock purchase shares | 754,670 | ||||||||||
Exercise price (in Dollars per share) | $ 1.18 |
Significant Accounting Polici_7
Significant Accounting Policies (Details) - Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities: | |||
Warrants (See Note 9) | $ 8 | $ 8 | $ 2,149 |
Level 1 [Member] | |||
Liabilities: | |||
Warrants (See Note 9) | |||
Level 2 [Member] | |||
Liabilities: | |||
Warrants (See Note 9) | |||
Level 3 [Member] | |||
Liabilities: | |||
Warrants (See Note 9) | $ 8 | $ 8 | $ 2,149 |
Inventories (Details) - Sched_2
Inventories (Details) - Schedule of Inventories - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory [Abstract] | |||
Raw materials | $ 764 | $ 593 | $ 356 |
Finished goods | 1,934 | 586 | 541 |
Total | $ 2,698 | $ 1,179 | $ 897 |
Loans (Details) - Schedule of_2
Loans (Details) - Schedule of Future Payments $ in Thousands | Sep. 30, 2023 ILS (₪) | Nov. 30, 2021 USD ($) | [2] | Nov. 30, 2021 ILS (₪) | [2] | Jan. 31, 2021 USD ($) | [2] | Dec. 31, 2020 ILS (₪) | [2] | |
Schedule of Future Payments [Line Items] | ||||||||||
2023 (**) | [1] | ₪ 2 | $ 61 | ₪ 234 | $ 241 | ₪ 921 | ||||
2024 | 9 | 282 | 1,080 | 1,456 | 5,567 | |||||
2025 | 9 | 184 | 704 | 963 | 3,684 | |||||
2026 | 9 | 184 | 704 | 963 | 3,684 | |||||
2027 | 9 | 184 | 704 | 963 | 3,684 | |||||
2028 and thereafter | 130 | 15 | 59 | 80 | 307 | |||||
Less- accumulated interest | (12) | 250 | 961 | 1,077 | 4,123 | |||||
Total | ₪ 156 | $ 660 | ₪ 2,524 | $ 3,589 | ₪ 13,724 | |||||
[1]excluding the nine months ended September 30, 2023.[2]The exchange rate used in translation is $1 – 3.824 NIS. |
Convertible Note (Details) - _2
Convertible Note (Details) - Schedule of Table Presents a Roll Forward of the Fair Value of the Notes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | |
Schedule Of Table Presents ARoll Forward Of The Fair Value Of The Notes Abstract | ||
Fair value at the beginning of the period | ||
Additions | 1,847 | $ 50 |
Change in fair value reported in statement of comprehensive loss | 1,753 | |
Conversion to the Company’s common stock | (3,600) | |
Fair value at the end of the period |
Convertible Loan (Details) - _2
Convertible Loan (Details) - Schedule of Fair Values - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Fair Values [Abstract] | ||
Fair value at the beginning of the year | $ 4,905 | $ 3,563 |
Change in fair value reported in statement of comprehensive loss | 1,648 | |
Conversion to the Company’s common stock | (6,553) | |
Fair value at the end of the period | $ 4,905 |
Warrants (Details) - Schedule_2
Warrants (Details) - Schedule of Statement of Comprehensive Loss Related to the Warrants - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Comprehensive Loss Related to Warrants [Abstract] | ||||
Outstanding as of beginning period | $ 8 | $ 2,149 | $ 2,149 | $ 1,023 |
Additions | 1,972 | 95 | ||
Fair value changes | (1,726) | 1,049 | 1,049 | 1,031 |
Warrants amendment | 68 | |||
Conversion to the Company’s common stock | (3,190) | (3,190) | ||
reclassification to equity (see note (11(d)) | (314) | |||
Outstanding at the end of the period | $ 8 | $ 8 | $ 8 | $ 2,149 |
Shareholders' Equity (Details_9
Shareholders' Equity (Details) - Schedule of Share Options, Granted to Employees, Directors, Under Option Plans - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Schedule of Share Options, Granted to Employees, Directors, Under Option Plans [Abstract] | |||||
Number of Options, Outstanding Beginning balance | 96,458 | [1] | 890,493 | 879,251 | |
Weighted- Average Exercise Price, Beginning balance | $ 4.89 | [1] | $ 0.1518 | $ 0.0874 | |
Weighted Average Remaining Contractual Life, Beginning balance | 5 years 4 months 2 days | [1] | 5 years 5 months 4 days | 6 years 3 months | |
Number of Options, Granted | 400 | 167,779 | 43,261 | ||
Weighted- Average Exercise Price, Granted | $ 1.48 | $ 2.1964 | $ 1.3616 | ||
Number of Options, Exercised | (2,489) | (77,749) | (2,763) | ||
Weighted- Average Exercise Price, Exercised | $ 0.9 | $ 0.0812 | $ 0.1058 | ||
Number of Options, Expired and forfeited | (3,992) | ||||
Weighted- Average Exercise Price, Expired and forfeited | $ 28.16 | $ 1.5089 | $ 0.0874 | ||
Number of Options, Outstanding, Ending balance | 90,377 | 96,458 | [1] | 890,493 | |
Weighted- Average Exercise Price, Ending balance | $ 3.94 | $ 4.89 | [1] | $ 0.1518 | |
Weighted Average Remaining Contractual Life, Ending balance | 4 years 5 months 8 days | ||||
Number of Options, Exercisable | 77,759 | 771,956 | 801,562 | ||
Weighted- Average Exercise Price, Exercisable | $ 2.23 | $ 0.1476 | $ 0.276 | ||
Weighted Average Remaining Contractual Life, Exercisable | 3 years 10 months 6 days | 4 years 4 months 9 days | 5 years 1 month 6 days | ||
[1]Restricted Stock Units (*): |
Shareholders' Equity (Detail_10
Shareholders' Equity (Details) - Schedule of RSUs Outstanding - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | |||
Shareholders' Equity (Details) - Schedule of RSUs Outstanding [Line Items] | ||||
Number of RSUs, Outstanding at the beginning of the year | 59,200 | [1] | ||
Weighted-Average Grant Date Fair Value, Outstanding at the beginning of the year | $ 16.2 | [1] | ||
Number of RSUs, Granted during the year | 39,100 | 592,000 | ||
Weighted-Average Grant Date Fair Value, Granted during the year | $ 3.38 | $ 1.62 | ||
Number of RSUs, Exercised during the year | (16,954) | |||
Weighted-Average Grant Date Fair Value, Exercised during the year | $ 18.1 | |||
Number of RSUs, Forfeited during the year | (8,400) | |||
Weighted-Average Grant Date Fair Value, Forfeited during the year | $ 4.8 | |||
Number of RSUs, Outstanding at the end of the year | 72,945 | 59,200 | [1] | |
Weighted-Average Grant Date Fair Value, Outstanding at the end of the year | $ 11.1 | $ 16.2 | [1] | |
[1]Adjusted to reflect April 2023 reverse stock split, see note 3(f). |
Basic and Diluted Loss per Sh_4
Basic and Diluted Loss per Share (Details) - Schedule of Basic and Diluted Net Loss per Share Attributable To Common Shareholders - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Numerator: | |||||||||||||
Net loss (in Dollars) | $ (867) | $ (1,593) | $ (1,895) | $ (2,207) | $ (1,654) | $ (4,639) | $ (4,355) | $ (8,500) | $ (10,982) | $ (5,251) | |||
Denominator: | |||||||||||||
Common shares outstanding used in computing net loss per share attributable to common shareholders | 2,370,486 | 1,731,753 | 1,986,178 | 968,721 | |||||||||
Pre-Funded warrants to purchase common shares | 304,250 | 262,712 | |||||||||||
Fully vested RSUs outstanding used in computing net loss per share attributable to common shareholders | 10,890 | 5,345 | |||||||||||
Weighted average number of shares basic | 2,685,626 | 1,731,753 | [1] | 2,254,235 | [1] | 968,721 | [1] | 11,621,238 | 2,048,788 | ||||
Net loss per share attributable to common shareholders – basic (in Dollars per share) | $ (0.32) | $ (1.27) | [1],[2] | $ (1.93) | [1],[2] | $ (8.77) | [1],[2] | $ (0.95) | $ (2.56) | ||||
[1]Adjusted to reflect reverse stock split, see note 3(f).[2]Adjusted to reflect April 2023 reverse stock split, see note 3(f). |
Basic and Diluted Loss per Sh_5
Basic and Diluted Loss per Share (Details) - Schedule of Basic and Diluted Net Loss per Share Attributable To Common Shareholders (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Basic and Diluted Net Loss Per Share Attributable To Common Shareholders [Abstract] | ||||||
Weighted average number of shares diluted | 2,685,626 | 1,731,753 | 2,254,235 | 968,721 | 11,621,238 | 2,048,788 |
Net loss per share attributable to common shareholders – diluted | $ (0.32) | $ (1.27) | $ (1.93) | $ (8.77) | $ (0.95) | $ (2.56) |
Revenues (Details)
Revenues (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Revenues [Abstract] | ||
Operating segment | 1 | 1 |
Purchase obligation (in Dollars) | $ 386,000 | $ 648 |
Percentage of net revenue | 10% | 3% |
Revenues (Details) - Schedule o
Revenues (Details) - Schedule of Summary of Revenues by Geographic Areas - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | $ 845 | $ 1,348 | $ 4,589 | $ 6,297 | $ 8,831 | $ 8,545 |
North America [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 454 | 621 | 1,863 | 3,275 | 15 | |
Europe, the Middle East and Africa [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 371 | 655 | 2,274 | 2,648 | 3,999 | 3,373 |
Asia Pacific [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | $ 20 | $ 72 | $ 452 | $ 374 | $ 484 | $ 520 |
Revenues (Details) - Schedule_2
Revenues (Details) - Schedule of Revenues from Contract Liability - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues (Details) - Schedule of Revenues from Contract Liability [Line Items] | |||
Opening balance | $ 648 | $ 673 | $ 581 |
Revenue recognized that was included in the contract liability balance at the beginning of the year | (494) | (593) | (452) |
Additions | 232 | 568 | |
Remaining performance obligations | $ 386 | $ 648 | $ 673 |
Revenues (Details) - Schedule_3
Revenues (Details) - Schedule of Amount of Revenues Recognized - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||||||||
Customer A [Member] | |||||||||||||
Revenue, Major Customer [Line Items] | |||||||||||||
Percentage revenues | [1] | 2% | 41% | 20% | 33% | ||||||||
Revenues net | $ 20 | [1] | $ 535 | [1] | $ 920 | [1] | $ 2,180 | [1] | $ 3,021 | [2] | $ 1,887 | [2] | |
Customer B [Member] | |||||||||||||
Revenue, Major Customer [Line Items] | |||||||||||||
Percentage revenues | 24% | [1] | 4% | 11% | [1] | 17% | |||||||
Revenues net | $ 201 | [1] | $ 58 | $ 510 | [1] | $ 1,089 | 1,475 | 1,663 | |||||
Customer C [Member] | |||||||||||||
Revenue, Major Customer [Line Items] | |||||||||||||
Percentage revenues | 2% | [1] | 11% | 10% | [1] | 13% | |||||||
Revenues net | $ 20 | [1] | $ 146 | $ 469 | [1] | $ 785 | $ 1,009 | $ 835 | |||||
Customer D [Member] | |||||||||||||
Revenue, Major Customer [Line Items] | |||||||||||||
Percentage revenues | 10% | 4% | |||||||||||
Revenues net | $ 80 | $ 171 | |||||||||||
[1]Included in Europe, the Middle East and Africa.[2]Included in Europe, the Middle East and Africa. |