Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 20, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | Actelis Networks, Inc. | ||
Entity Central Index Key | 0001141284 | ||
Entity File Number | 001-41375 | ||
Entity Tax Identification Number | 52-2160309 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 5,472,624 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 4039 Clipper Court | ||
Entity Address, City or Town | Fremont | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94538 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (510) | ||
Local Phone Number | 545-1045 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | ASNS | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 3,020,268 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Kesselman & Kesselman |
Auditor Firm ID | 1309 |
Auditor Location | Tel Aviv, Israel |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 620 | $ 3,943 | |
Restricted cash equivalents | 1,565 | ||
Short-term deposits | 197 | 1,622 | |
Restricted bank deposits | 451 | ||
Trade receivables, net of allowance for credit losses of $168 and $125 as of December 31, 2023, and December 31, 2022, respectively | 664 | 3,034 | |
Inventories | 2,526 | 1,179 | |
Prepaid expenses and other current assets, net of allowance for doubtful debts of $144 and $0 as of December 31, 2023, and December 31, 2022, respectively | 340 | 678 | |
TOTAL CURRENT ASSETS | 5,912 | 10,907 | |
NON-CURRENT ASSETS: | |||
Property and equipment, net | 61 | 80 | |
Prepaid expenses | 592 | 492 | |
Restricted cash and cash equivalents | 3,330 | 336 | |
Restricted bank deposits | 94 | 2,027 | |
Severance pay fund | 238 | 239 | |
Operating lease right of use assets | 918 | 726 | |
Long-term deposits | 78 | 12 | |
TOTAL NON-CURRENT ASSETS | 5,311 | 3,912 | |
TOTAL ASSETS | 11,223 | 14,819 | |
CURRENT LIABILITIES: | |||
Current maturities of long-term loans | 1,335 | 553 | |
Trade payables | 1,769 | 1,781 | |
Deferred revenues | 389 | 484 | |
Employee and employee-related obligations | 737 | 793 | |
Accrued royalties | 1,062 | 900 | |
Operating lease liabilities | 498 | 445 | |
Other current liabilities | 1,122 | 1,246 | |
TOTAL CURRENT LIABILITIES | 6,912 | 6,202 | |
NON-CURRENT LIABILITIES: | |||
Long-term loan, net of current maturities | 3,154 | 4,625 | |
Deferred revenues | 71 | 164 | |
Operating lease liabilities | 405 | 237 | |
Accrued severance | 270 | 278 | |
Other long-term liabilities | 23 | 48 | |
TOTAL NON-CURRENT LIABILITIES | 3,923 | 5,352 | |
TOTAL LIABILITIES | 10,835 | 11,554 | |
COMMITMENTS AND CONTINGENCIES | |||
MEZZANINE EQUITY | |||
Redeemable Convertible Preferred Stock $0.0001 par value, 10,000,000 authorized; None issued and outstanding as of December 31, 2023 and December 31, 2022. | |||
Warrants to Placement Agent | 159 | ||
SHAREHOLDERS’ EQUITY : (*) | |||
Common stock, value | [1] | 1 | 1 |
Additional paid-in capital | [1] | 39,916 | 36,666 |
Accumulated deficit | [1] | (39,688) | (33,402) |
TOTAL SHAREHOLDERS’ EQUITY | [1] | 229 | 3,265 |
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY | 11,223 | 14,819 | |
Non-voting | |||
SHAREHOLDERS’ EQUITY : (*) | |||
Common stock, value | [1] | ||
[1] Adjusted to reflect reverse stock split, see note 2(ff). |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Trade receivables, net of allowance for credit losses (in Dollars) | $ 168 | $ 125 | |
Prepaid expenses and other current assets, net of allowance for doubtful debts (in Dollars) | $ 144 | $ 0 | |
Redeemable Convertible Preferred Stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Redeemable Convertible Preferred Stock, authorized | 10,000,000 | 10,000,000 | |
Redeemable Convertible Preferred Stock, issued | |||
Redeemable Convertible Preferred Stock, outstanding | |||
Common stock, par value (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | [1] | 30,000,000 | 30,000,000 |
Common stock, shares issued | [1] | 3,007,745 | 1,737,986 |
Common stock, shares outstanding | [1] | 3,007,745 | 1,737,986 |
Non-voting | |||
Common stock, par value (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | [1] | 2,803,774 | 2,803,774 |
Common stock, shares issued | [1] | ||
Common stock, shares outstanding | [1] | ||
[1] Adjusted to reflect reverse stock split, see note 2(ff). |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||
REVENUES | $ 5,606 | $ 8,831 | |
COST OF REVENUES | 3,706 | 4,721 | |
GROSS PROFIT | 1,900 | 4,110 | |
OPERATING EXPENSES: | |||
Research and development expenses | 2,702 | 2,766 | |
Sales and marketing expenses, net | 3,030 | 3,282 | |
General and administrative expenses | 3,531 | 4,163 | |
TOTAL OPERATING EXPENSES | 9,263 | 10,211 | |
OPERATING LOSS | (7,363) | (6,101) | |
Interest expenses | (766) | (830) | |
Other financial income (expenses), net | 1,843 | (4,051) | |
Net loss | $ (6,286) | $ (10,982) | |
Net loss per share attributable to common shareholders – basic (in Dollars per share) | [1],[2] | $ (2.61) | $ (9.45) |
Weighted average number of common stock used in computing net loss per share – basic (in Shares) | [1] | 2,412,717 | 1,162,124 |
[1] Adjusted to reflect reverse stock split, see note 2(ff). |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||
Net loss per share attributable to common shareholders – diluted | [1],[2] | $ (2.61) | $ (9.45) |
Weighted average number of common stock used in computing net loss per share – diluted | [1] | 2,412,717 | 1,162,124 |
[1] Adjusted to reflect reverse stock split, see note 2(ff). |
Consolidated Statements of Mezz
Consolidated Statements of Mezzanine Equity and Shareholders’ Equity - USD ($) $ in Thousands | Warrants To Placement Agent | Redeemable Convertible Preferred Stock | Common Stock | Non-voting Common Stock | Additional paid-in capital | Accumulated deficit | Total | ||||||
Balance at Dec. 31, 2021 | $ 5,585 | [1] | [1] | $ 2,824 | $ (22,420) | $ (19,596) | |||||||
Balance (in Shares) at Dec. 31, 2021 | [2] | 773,108 | 205,040 | 178,377 | |||||||||
Exercise of options into common stock | [1] | [1] | 5 | $ 5 | |||||||||
Exercise of options into common stock (in Shares) | 77,749 | [2] | 7,775 | ||||||||||
Reclassification of warrants from liabilities to equity (see note (14(d)) | |||||||||||||
Share based compensation | [1] | [1] | 220 | 220 | |||||||||
Conversion of convertible redeemable preferred stock to common stock upon initial public offering | $ (5,585) | $ 1 | [1] | [1] | 5,584 | 5,585 | |||||||
Conversion of convertible redeemable 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] | [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] | [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] | [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] | [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] | [1] | ||||||||||
Redemption of non-voting common stock upon initial public offering (in Shares) | [2] | (178,377) | |||||||||||
Repurchase of common stock | [1] | [1] | 15 | 15 | |||||||||
Repurchase of common stock (in Shares) | [2] | (2,700) | |||||||||||
Net loss | [1] | (10,982) | (10,982) | ||||||||||
Balance at Dec. 31, 2022 | $ 1 | [1] | [1] | 36,666 | (33,402) | $ 3,265 | [3] | ||||||
Balance (in Shares) at Dec. 31, 2022 | [2] | 1,737,986 | [2] | [2] | 1,737,986 | [3] | |||||||
Exercise of options into common stock | [1] | [1] | |||||||||||
Exercise of options into common stock (in Shares) | 32,009 | [2] | 2,489 | ||||||||||
Issuance of common stock and pre-funded warrants upon private placement, net of underwriting commissions and other offering costs | 159 | [1] | [1] | 2,609 | $ 2,609 | ||||||||
Issuance of common stock and pre-funded warrants upon private placement, net of underwriting commissions and other offering costs (in Shares) | [2] | 491,000 | |||||||||||
Exercise of pre-funded warrants into common stock | [1] | [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 (14(d)) | [1] | [1] | 314 | 314 | |||||||||
Share based compensation | [1] | [1] | 377 | 377 | |||||||||
Repurchase of common stock | [1] | [1] | (50) | (50) | |||||||||
Repurchase of common stock (in Shares) | [2] | (7,920) | |||||||||||
Net loss | [1] | [1] | (6,286) | (6,286) | |||||||||
Balance at Dec. 31, 2023 | $ 159 | $ 1 | [1] | [1] | $ 39,916 | $ (39,688) | $ 229 | [3] | |||||
Balance (in Shares) at Dec. 31, 2023 | [2] | 3,007,745 | [2] | [2] | 3,007,745 | [3] | |||||||
[1]Represents an amount less than $1 thousand.[2]Adjusted to reflect reverse stock split, see note 2(ff).[3] Adjusted to reflect reverse stock split, see note 2(ff). |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,286) | $ (10,982) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 27 | 23 |
Changes in fair value related to warrants to lenders and investors | (1,658) | 1,049 |
Warrant issuance costs | 223 | |
Inventory write-downs | 239 | 147 |
Exchange rate differences | (460) | (627) |
Share-based compensation | 377 | 220 |
Changes in fair value related to convertible loan | 1,648 | |
Changes in fair value related to convertible note | 1,753 | |
Interest expenses | 295 | 830 |
Changes in operating assets and liabilities: | ||
Trade receivables | 2,370 | (887) |
Net change in operating lease assets and liabilities | 19 | (44) |
Inventories | (1,585) | (429) |
Prepaid expenses and other current assets | 357 | (280) |
Other long-term assets | (100) | (492) |
Trade payables | (25) | (139) |
Deferred revenues | (188) | (25) |
Other current liabilities | (172) | 508 |
Other long-term liabilities | (10) | (41) |
Net cash used in operating activities | (6,577) | (7,768) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Short term deposit, net | 1,418 | (1,622) |
Long- term deposit | (56) | 66 |
Proceeds from restricted long term bank deposits | 4,827 | |
Deposit of restricted long-term bank deposits | (2,810) | (27) |
Restricted short term bank deposit | 451 | (2,451) |
Purchase of property and equipment | (9) | |
Net cash provided by (used in) investing activities | 3,821 | (4,034) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of options | 5 | |
Proceeds from initial public offering | 18,697 | |
Proceeds from issuance of common stocks, pre-funded warrants and warrants (see note 14d) | 5,000 | |
Underwriting discounts and commissions and other offering costs | (420) | (2,175) |
Repurchase of common stock | (50) | |
Repayment of long-term loan | (769) | (1,241) |
Net cash provided by financing activities | 3,761 | 15,286 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 231 | (72) |
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 1,236 | 3,484 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR | 4,279 | 795 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR | 5,515 | 4,279 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
Cash and cash equivalents | 620 | 3,943 |
Restricted cash equivalents, current | 1,565 | |
Restricted cash and cash equivalents, non-current | 3,330 | 336 |
Total cash, cash equivalents and restricted cash | 5,515 | 4,279 |
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 431 | 818 |
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS: | ||
Right of use assets obtained in exchange for new operating lease liabilities | 702 | 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 | |
Issuance costs of common stock, pre-funded warrants and warrants | 159 | |
Reclassification of warrants from liability to equity upon amendment to private placement agreement (see Note 14(d)) | $ 314 |
General
General | 12 Months Ended |
Dec. 31, 2023 | |
General [Abstract] | |
GENERAL | NOTE 1 - GENERAL: a. Actelis Networks, Inc. (hereafter -the Company) was established in 1998, under the laws of the state of Delaware. The Company has a wholly-owned subsidiary in Israel, Actelis Networks Israel Ltd. (hereafter – the Subsidiary). The Company is engaged in the design, development, manufacturing, and marketing of cyber hardened, hybrid fiber, networking solutions for IoT and Telecommunication governmental agencies and companies. The Company’s customers include governmental agencies, providers of telecommunication services, enterprises as well as resellers of the Company’s products. On May 12, 2022, the Company accepted a notification of effectiveness from the SEC, and on May 17, 2022, completed its IPO. See note 14c below for further details. The Company’s Common Stock is listed on the NASDAQ. b. The Company has incurred significant losses and negative cash flows from operations, net loss was $6,286 and $10,982 for the years ended December 31, 2023, and December 31, 2022, respectively. During the years ended December 31, 2023, and December 31, 2022, the Company had negative cash flows from operations of $6,5 77 and $7,768, respectively. As of December 31, 2023, the Company’s accumulated deficit was $3 ,6 . The Company has funded its operations to date through equity and debt financing and has cash on hand (including short term bank deposits and restricted cash equivalents) of $2,382 and long-term restricted cash and cash equivalents and restricted bank deposits of $3,424 as of December 31, 2023. The Company monitors its cash flow projections on a current basis and takes active measures to obtain the funding it requires to continue its operations. However, these cash flow projections are subject to various uncertainties concerning their fulfilment such as the ability to increase revenues by attracting and expanding its customer base or reducing cost structure. If the Company is not successful in generating sufficient cash flow or completing additional financing, including debt refinancing which shall release restricted cash, then it will need to execute a new cost reduction plan in addition to previous cost reduction plans that were executed so far. The Company’s transition to profitable operations is dependent on generating a level of revenue adequate to support its cost structure. The Company expects to fund operations using cash on hand, through operational cash flows and raising additional proceeds. There are no assurances, however, that the Company will be able to generate the revenue necessary to support its cost structure or that it will be successful in obtaining the level of financing necessary for its operations. Management has evaluated the significance of these 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. c. On October 7 th |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: a. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). b. Use of estimates in preparation of financial statements 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 Fair value of financial instruments, inventory write-offs, as well as in estimates used in applying the revenue recognition policy. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of liabilities at the dates of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. c. Functional currency 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 transactions and balances have been re-measured to dollars in accordance with the provisions of ASC 830-10, “Foreign Currency Translation”. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of comprehensive loss as Other financial income (expenses), net , as appropriate. d. Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Intercompany transactions and balances have been eliminated upon consolidation. e. Cash and cash equivalents 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 and cash equivalents and restricted deposits Restricted cash and cash equivalents consists of cash and cash equivalents 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 deposit bank accounts including deposits held as collateral for guarantees to third parties and others, classified as current or long term based on the expected timing of the disbursement. g. Treasury Shares Treasury shares represent 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. The treasury shares have no rights. h. Trade Receivables, net Trade receivables are recorded at the invoiced amount, are mostly unsecured and do not bear interest. 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, customer creditworthiness, historical levels of credit losses and future expectations. On this basis, management has determined that an allowance for credit losses of $168 and $125 was appropriate as of December 31, 2023, and December 31, 2022, respectively. Expenses for allowance for credit losses for the years ended December 31, 2023, and 2022 were $43 and $64, respectively. i. Inventories Inventories are stated at a 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 are provided to cover risks arising from slow-moving items, excess inventories, discontinued products, new products introduction and for market prices lower than cost. Any write-off is recognized in the consolidated statement of comprehensive loss as cost of revenues. In addition, if required, the Company records a liability for firm non-cancelable and unconditional purchase commitments with contract manufacturers for quantities in excess of the Company’s future demands forecast consistent with its valuation of excess and obsolete inventory. Cost is determined as follows: Raw materials, parts, supplies and finished products- using the weighted average cost method. j. Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Maintenance and repairs are expensed as incurred. Depreciation expense is calculated on a straight-line basis over the estimated useful lives of the related assets. The cost and related accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts and the related gain or loss is reported in the statement of comprehensive loss. The useful lives of the assets are as follows: Years Computers, electronic equipment Mainly 3 Office furniture and equipment 7 Leasehold improvements By the shorter of lease term and the estimated useful life of the asset k. Impairment of long-lived assets subject to amortization The Company evaluates long-lived assets, such as property and equipment with finite lives, for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company identifies impairment of long-lived assets when estimated undiscounted future cash flows expected to result from the use of the assets plus net proceeds expected from disposition of the assets, if 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. Revenue recognition The Company’s products consist of hardware and 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 generally sold with a two-year warranty for repairs or replacements of the product in the event of damage or failure during the term of the support period, which is accounted for as a standard warranty. Services relating to repair or replacement of hardware beyond the standard warranty period are offered under renewable, fee-based contracts and include telephone support, remote diagnostics and access to on-site technical support personnel. The Company also offers its customers other management software. The Company sells its other non-embedded software either as perpetual or as term-based licenses. 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 technical support personnel. The Company’s customers are comprised of end-users, 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 the 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 or more years 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 licenses for its management software together with related services. The perpetual management software stand-alone selling price is established by taking into consideration available information such as historical selling prices of the perpetual license, geographic location, and market conditions. For contracts that contain more than one identified performance obligation (a term-based license for its management software together with related services), the stand-alone selling price of a term-based license, is based on a ratio from the relevant perpetual management software stand-alone selling price. The stand-alone selling price of the related service is then determined by applying the residual method. Revenue from selling the Company’s product and/or the software management (either as term-based or perpetual) is recognized at a point in time which is typically at the time of shipment of products to the customer or when the code is transferred, respectively. Revenue from services (e.g., product support service, software support service or extended warranty) is recognized on a straight-line basis over the service period, as a time-based measure of progress best reflects our performance in satisfying this performance obligation. m. Cost of revenues Cost of revenues includes cost of materials, costs associated with packaging, assembly and testing costs, as well as cost of personnel (including share-based compensation), shipping costs, inventory write down, royalties, costs of logistics and quality assurance, access to on-site technical support personnel as well as warranty expenses and other expenses associated with manufacturing support. n. Offering Costs associated with the Initial Public Offering and private placements Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and private placements. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. In 2022, as a result of the IPO, the Company incurred offering costs amounting to approximately $1.45 million, related to underwriting discounts and commissions, and other offering costs of $1 million- see note 14c In 2023 as a result of private placements, the Company incurred offering and other costs amounting to approximately $0.4 million - see note 14d. o. Basic and diluted net loss per share Basic net loss per share is computed using the weighted average number of common shares, Pre-Funded Warrants to purchase shares of Common Stock for an exercise price of $0.0001 which are exercisable immediately 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 RSUs granted under employee stock compensation plans, and the 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” method, by adding to net loss the change in the fair value of the convertible loan, net of tax benefits, and by adding the weighted average number of shares issuable upon assumed conversion of these instruments; and (iii) the conversion of the warrants classified as lability, by adding to net loss the change in the fair value of the warrants and by adding the weighted average number of shares issuable upon assumed conversion of these warrants using the treasury stock method. p. 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 Company measured the fair value of the warrants (see note 13) based on Level 3 inputs, and the warrants liability amounted to $8 as of December 31, 2023, and 2022, are presented in the Other current liabilities in the accompanying consolidated balance sheets. As of December 31, 2023, and 2022, the fair values of the Company’s cash, cash equivalents, short and long-term deposits, Restricted bank deposits, trade receivables, trade payables, long-term loan and restricted cash approximated the carrying values of these instruments presented in the Company’s consolidated balance sheets because of their nature. q. Concentrations of credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, trade receivables and Restricted bank deposits. 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 customers balances representing 10% or more of Trade receivables as follows: 1. Customer A- 30% and 5% of the Company Trade receivables balance as of December 31, 2023 and December 31, 2022 respectively. 2. Customer B- 11% and 29% of the Company Trade receivables balance as of December 31, 2023 and December 31, 2022 respectively. 3. Customer C- 11% and 1% of the Company Trade receivables balance as of December 31, 2023 and December 31, 2022 respectively. See note 17 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. r. Warranty costs The Company’s products generally include a standard warranty of two years for product defects. The Company accrues for warranty at the time revenue is recognized. The Company’s estimates of future warranty obligations may change due to product failure rates, material usage, and other rework costs incurred in correcting a product failure. In addition, specific warranty accruals may be recorded if unforeseen problems arise. The provision for warranty amounted to $47 and $96 as of December 31, 2023, and 2022, respectively. These provisions are included in “Other current liabilities” and “Other long-term liabilities” in the accompanying consolidated balance sheets. s. Sales and marketing expenses, net Sales and marketing expenses include such expenses for the company’s sales teams, business development activities, sales engineering, and customer support. t. Research and development costs 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. 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. u. Shipping and handling The Company classifies shipping and handling charged to customers as revenues and classifies costs relating to shipping and handling as cost of revenues. v. Government grants and related royalties 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 2023 and 2022, respectively, the Company incurred royalty expenses of $334 and $257, included within cost of revenues (see note 11). w. Segments 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. x. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the asset and 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. The Company implements a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company does not have any liabilities in any reported periods regarding uncertain tax positions. Taxes which would apply in the event of disposal of investment in foreign subsidiary have not been taken into account in computing the deferred taxes, since the Company’s intention is to hold, and not to realize the investment. y. Employee related benefits: 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 accrued 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 “Severance pay fund” in the consolidated balance sheets. 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 carrying value for the deposited funds for the Company’s employees’ severance pay for employment periods prior to the transition date includes profits and losses accumulated up to the balance sheet date. The amounts of contribution plans expenses were approximately $175 and $182 for each of the years ended December 31, 2023, and 2022, respectively. The Company expects to contribute approximately $169 in the year ending December 31, 2024, to insurance companies in connection with its contribution plans. Gain (loss) on amounts funded in respect of employee rights upon retirement totaled approximately $5 and $(4) for the years ended December 31, 2023, and December 31, 2022, 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 $8 and $9 for the years ended December 31, 2023, and 2022, respectively. z. Share-based compensation Share-based compensation expense for all share-based payment awards, including share options and restricted share units (“RSUs”), is determined based on the grant-date fair value. The Company recognizes these compensation costs net of actual forfeitures and recognizes compensation cost for all options on a straight-line basis over the requisite service period of the award, which is generally the option vesting term of four years and three years for the RSUs. The Company accounts for share-based compensation arrangements with non-employees based on the estimated fair value of the equity instrument using the Black-Scholes option-pricing model. Compensation cost is recognized over the period that the services are provided, and the award is earned by the counterparty. The Company follows ASC 718 to determine whether a share-based payment should be classified and accounted for as a liability award or equity award. All grants of share-based awards to employee classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using the Black-Scholes Option-pricing model. For options and RSU’s with graded vesting, the Company has elected a fair-value-based measure of the entire award by using a single weighted-average expected term. The Company records forfeitures for share-based payments awards as they occur. Share-based compensation classified as mezzanine equity Share-based compensation subject to possible redemption are classified as mezzanine equity based on the guidance provided under ASC 480-10-S99-3A and SAB Topic 14E. See also Note 14d for additional information on share-based compensation granted to the underwriter in connection with an offering of common stocks and warrants. aa. Convertible Note The Company follows ASC 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”) in its evaluation of the accounting for a hybrid instrument. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives and are carried as a liability at fair value at each balance sheet date with remeasurements reported in interest expense in the accompanying Consolidated Statements of Comprehensive Loss. 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% from the conversion price Accordingly, the note was classified as a liability and is measured at its fair value at each reporting date, pursuant to the provisions of ASC 480-10. Upon the consummation of the IPO, the convertible note was automatically converted into the Company’s common stock based on its contractual terms and conditions. (See note 10). bb. Convertible loan The Company follows ASC 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”) in its evaluation of the accounting for a hybrid instrument. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives and are carried as a liability at fair value at each balance sheet date with remeasurements reported in interest expense in the accompanying Consolidated Statements of Comprehensive Loss. 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. Upon the consummation of the IPO, the convertible loan was automatically converted into the Company’s common stock based on its contractual terms and conditions. (See note 10). cc. Warrants Common stock warrants The Company accounts for its warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, or meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. See note 14. 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 at each balance sheet date. At the end of each reporting period, changes in fair value during the period are recognized as a component of financial income (expense), net. Following the guidance of ASC 480, the Redeemable Preferred stock 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 the classification of certain warrants. 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. dd. Redeemable Preferred stock 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, |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 3 - INVENTORIES: December 31 2023 2022 U.S. dollars in thousands Raw materials 757 593 Finished goods 1,769 586 2,526 1,179 Inventory write-downs totaled $239 and $147 during the year ended December 31, 2023, and 2022 respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 4 - PREPAID EXPENSES AND OTHER CURRENT ASSETS: December 31 2023 2022 U.S. dollars in thousands Prepaid expenses 198 473 Governmental authorities 84 130 Other, net* 58 75 340 678 * Prepaid expenses and other current assets are stated as net of allowances. The allowance for Prepaid expenses and other current assets is based on the Company’s periodic assessment of the collectability of the accounts based on a combination of factors including the age of the balance, and the reasonability to use this asset. During 2023 and 2022, the Company recorded allowances for Prepaid expenses and other current assets in the amounts of $144 and $0, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5 - PROPERTY AND EQUIPMENT, NET: December 31 2023 2022 U.S. dollars in thousands Cost: Computer, software, and electronic equipment 8,583 8,575 Office furniture and equipment 872 872 Leasehold improvements 292 292 9,747 9,739 Less: accumulated depreciation 9,686 9,659 Property and equipment, net 61 80 Depreciation expenses were $27 and $23 for the years ended December 31, 2023, and 2022, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 6 - LEASES: 1) The Company has an operating lease agreement for its facility in the United States, which expires on March 31, 2024. The Company will not exercise it’s 5-year extension option, which was initially excluded from the measurement of the ROU asset and the lease liability. The lease payments are denominated in USD. 2) On July 1, 2022, the Company entered into a new operating lease agreement for additional offices in the United States, which expires on September 30, 2025. The lease payments are denominated in USD. 3) On October 18, 2021, the Company entered into an agreement to sublease its facility to an unrelated third party in the United States. The sublease ends March 31, 2024. The sublease is classified as an operating lease. The Company recognized lease income during the years ended December 31, 2023, and December 31, 2022, in the amount of $119 and $168, respectively. 4) The Company’s Israeli subsidiary has an operating lease agreement for a facility in Israel, which was renewed on December 28, 2023, and expires on December 31, 2025. The lease payments are denominated in NIS and are indexed to the consumer price index. 5) The Company leases its motor vehicles under operating lease agreements. 6) The Company’s Israeli subsidiary has an operating lease agreement for testing equipment in Israel, which expires on February 07, 2025. The lease payments are denominated in ILS. Supplemental information related to leases is as follows: December 31, December 31, Operating leases: Operating lease right-of-use assets $ 918 $ 726 Current Operating lease liabilities $ 498 $ 445 Non-Current Operating lease liabilities $ 405 $ 237 Total Operating lease liabilities $ 903 $ 682 Other information: Year ended Year ended Cash paid for amounts included in the measurement of lease liabilities (cash paid in thousands) $ 478 $ 747 Weighted Average Remaining Lease Term 1.80 1.50 Weighted Average Discount Rate 10.2 % 3.49 % The lease costs components are as follows: Year ended Year ended Fixed payments $ 459 $ 723 Variable payments that depend on an index or rate 19 24 Total lease cost $ 478 $ 747 Maturities of operating lease liabilities were as follows: December 31, 2024 $ 548 2025 433 2026 6 Total operating lease payments 987 Less: imputed interest (84 ) Present value of lease liabilities $ 903 |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other Accrued Liabilities [Abstract] | |
OTHER ACCRUED LIABILITIES | NOTE 7 - OTHER ACCRUED LIABILITIES: December 31 2023 2022 U.S. dollars in thousands Accrued expenses 955 1,190 Accrued standard warranty 24 48 Other 143 8 1,122 1,246 |
Loans
Loans | 12 Months Ended |
Dec. 31, 2023 | |
Loans [Abstract] | |
LOANS | NOTE 8 - LOANS: a. As a result of the COVID pandemic, the US and Israeli governments offered different programs of financial aid. The Company participated in the following programs: On July 1, 2020, the Company received Economic Injury Disaster Loan (the “EIDL Loan”) from an American Bank under the Small Business Administration COVID19 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. As of December 31, 2023, the total loan balance outstanding was $148 (including $2 current maturities). b. On December 9, 2020, the Company signed a new loan agreement with an Israeli based financial institution (“Migdalor”) for a loan of up to 20 million NIS (“New Israeli Shekel”) (an amount of $6,000) (the “New Loan”). The Company received $3,000 in December 2020, and an additional $2,000 in January 2021. The loan bears interest of 9.6% per annum. The interest shall first be paid in 12 payments starting February 1, 2021. Starting February 1, 2022, the loan principal and interest shall be repaid in 72 equal payments, plus a onetime interest payment after the 36 th As part of the loan agreement, the Company issued to Migdalor warrants to acquire common stock in the amount of $1,500 (see Note 13 regarding the warrants granted). The warrants were exercised, pursuant to the loan agreement, upon the Company’s IPO in May 2022. In November 2021, the Company received additional funding in the amount of $1,000 from Migdalor. 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 24th month. The Company increased the value of the warrant issued to Migdalor to $1,800 (see also Note 13). As of December 31, 2023, the total loan balance outstanding was $4,339 (including $1,333 current maturities). 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 interest-bearing bank account, or the “designated account” (as defined in the Agreement), to satisfy the required obligation associated with the loan agreement. An additional $2 million was deposited in the designated account during the year ended December 31, 2023. These balances are included in Restricted Bank deposits and Restricted Cash in the Consolidated Balance Sheet. As a result of the above deposits, as of December 31, 2023, the Company was in compliance with the covenants of the Migdalor loan. As of December 31, 2023, future payments are summarized as follows: New Loan New Loan EIDL Loan from December 2020 and January 2021-In NIS * from November 2021- In NIS * 2024 9 5,567($1,535) 1,080($298) 2025 9 3,684($1,016) 704($194) 2026 9 3,684($1,016) 704($194) 2027 9 3,684($1,016) 704($194) 2028 and thereafter 225 305($84) 59($16) Less- accumulated interest (113 ) (3,635)($1,003) (804)($221) Total 148 13,289($3,664) 2,447($675) * The exchange rate used in translation is $1 – 3.627 New Israeli Shekel. |
Convertible Note
Convertible Note | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Note [Abstract] | |
CONVERTIBLE NOTE | NOTE 9 - 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 14, 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 14d 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, 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 financial expenses associated with the Convertible Notes during the year ended December 31, 2022, in the amount of $1,753. |
Convertible Loan
Convertible Loan | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Loan [Abstract] | |
CONVERTIBLE LOAN | NOTE 10 - 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. 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 14 below. The following is a roll forward of the fair values: Year ended 2022 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 financial expenses associated with the Convertible Loan during the year ended December 31, 2022, in the amount of $1,648. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 - 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 December 31, 2023, for the future sale of product that includes technology developed and funded with these research and development grants received to date. As of December 31, 2023, the Company had received approximately $14,300 (approximately $15,736 including interest) and repaid approximately $10,275 in such grants. During the years 2023 and 2022, the Company repaid amounts of $73 and $221, respectively. As of December 31, 2023, and 2022, the Company had a liability to repay royalties in the amount of approximately $1,062 and $900, respectively. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Redeemable Convertible Preferred Stock [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED STOCK | NOTE 12 – REDEEMABLE CONVERTIBLE PREFERRED STOCK: The rights, preferences, and privileges of the redeemable preferred stock (series A and series B) are described below: Dividends: a. The holders of redeemable convertible preferred stock shall be entitled to receive dividends, out of any assets legally available therefore, when and as declared by the Board of Directors from time to time, out of any assets of the Company legally available, therefore. b. The Company may not declare or pay any dividends or make any distribution of assets on, or redeem, purchase or otherwise acquire, shares or any other capital shares of the Company ranking junior to the redeemable convertible preferred stock as to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, unless a corresponding distribution is effected in respect of the redeemable convertible preferred stock as if the redeemable convertible preferred stock had been converted into common stock. 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 shares of common stock as it is determined by dividing the applicable original issue price by the applicable conversion price per share for the redeemable 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 conversion price for each such share immediately upon the earlier of: (i) the Company’s sale of its common stock in a firm commitment, underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended (“Securities Act”), which results in aggregate gross proceeds to the Company of not less than $ 5,000 at a Company valuation of at least $15,000; or (ii) the date specified in a written request to the Company for such conversion from either the holders (a) of at least 75% of the series B redeemable convertible preferred stock then outstanding, or (b) from the holders of at least 75% of the series A redeemable convertible preferred stock then outstanding. 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 stocks are then convertible. The Company applied the provision of ASC 480-10-S99-3A and classifies the redeemable convertible preferred Stock outside of permanent equity. As of December 31, 2023, and December 31, 2022, all of the Company’s Redeemable convertible preferred stock were converted to common stock. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants [Abstract] | |
WARRANTS | NOTE 13 - WARRANTS: a) On August 24, 2016, the Company issued warrants to Comerica Bank (“Comerica”) for the purchase of 73,048 shares of the Company’s Series B Redeemable Preferred Stock at an exercise price of $1.02672 per share contemporaneously with obtaining a loan from Comerica which was fully repaid in 2018 (the “Comerica Warrants”). The Comerica Warrants are exercisable at any time during the contract period which ends on August 24, 2026. 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, 2023. The Company has evaluated whether the Comerica Warrants are still classified as liabilities and concluded that due to a change-of-control provision which may affect the exercise price or entitle Comerica to demand cash, instead of shares, to settle the warrants, Comerica’s Warrants will continue to be classified as liabilities and will be exercisable into the Company’s common shares. As of December 31, 2023, and December 31, 2022, the estimated fair value of the Comerica warrants was $8, and it was based on a Black-Scholes option-pricing model. b) During the period from February 2018 through November 2020, the Company issued warrants to Mizrahi-Tefahot Bank (“Mizrahi”) contemporaneously with obtaining a loan and a credit facility. The warrants are convertible into series B convertible redeemable preferred stock or common stock in a qualified financing round. The number of series B convertible redeemable preferred stock is determined by the lesser of (1) dividing the warrant amount (as determined under the contract) by the applicable exercise price which depends on the triggering event as established in the contract, or (2) the lowest stock purchase price in a qualified financing round. Upon the consummation of the IPO (as further described in Note 14d below), the Company converted the outstanding warrants issued to Mizrahi into the Company’s common stock based on the contractual terms and conditions of the related warrant agreements. c) During December 2020 and November 2021, the Company issued warrants to Migdalor contemporaneously with obtaining a loan. The warrants can either be (1) converted into the Company’s common stock (the number of which shall be determined based on the warrant amount established in the contract and the Company’s valuation as defined in the contract, or based on a triggering event), at any time during a period of 96 months), or (2) redeemed for cash based on the lesser of a predetermined amount or a formula as set in the contract, at any time and in Migdalor’s own discretion, during a period of 96 months from the date of issue. These warrants were classified as liabilities mainly due to the redemption feature over the options. Upon the consummation of the IPO (as further described in Note 14d below), the Company converted the outstanding warrants issued to Migdalor into the Company’s common stock based on the contractual terms and conditions of the related warrant agreements. d) On May 8, 2023, the Company completed a fund-raising round. Upon the consummation of the Offering and pursuant to an agreement entered into with the Holder and the underwriter, the Company issued warrants to purchase shares of Common Stock. Such warrants were classified as liabilities based on the terms of the underlying agreement. On September 30, 2023, these warrants were reclassified to equity due to an amendment to the warrants’ agreements. See note 14(d) for further details. e) On December 20, 2023, the Company completed another fund-raising round. Upon the consummation of the offering and pursuant to an agreement entered into with the Holder and the underwriter, the Company issued warrants to purchase shares of Common Stock. These warrants were classified as equity. See note 14(d) for further details The table below shows the impact on the statement of comprehensive loss related to the warrants which were classified as liabilities 2023 2022 U.S. dollars in thousands U.S. dollars in thousands 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 (14(d)) (314 ) Outstanding as of December 31 8 8 The Company recorded “Other financial expenses (income)” during the year ended December 31, 2023, and December 31, 2022, in the amount of $(1,726) and $1,049, respectively. |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders’ Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 14 - SHAREHOLDERS’ EQUITY: a. Share capital (*) On May 2, 2022, the Company’s Board of Directors approved an amendment to the Company’s Bylaws, stating the number of authorized stocks to be increased, as described below: a. Common stock b. Non-voting common stock- c. Redeemable Convertible Preferred stock The Company’s issued and outstanding common stocks as of December 31, 2023, and 2022, are 3,007,745 and 1,737,986, respectively. b. On May 16, 2022, the Company filed with the Secretary of State of the State of Delaware an amended and restated certificate of incorporation (the “A&R COI”), which became effective immediately. The A&R COI includes the Company’s total authorized shares of 42,803,774, of which 30,000,000 are authorized shares of common stock, 2,803,774 are shares of non-voting common stock and 10,000,000 are shares of redeemable convertible preferred stock. c. 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, to the Company were approximately $15.4 million, after deducting underwriting discounts, commissions and expenses amounting to approximately $1.0 million. As a result of the IPO, the Company issued common stock in the transactions described below: a. Redeemable convertible preferred stock (see Note 12) b. Convertible loan agreement (“CLA”) (see Note 10) 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 9) d. Warrants (See Note 13): 1. The Company issued 61,756 shares of common stock as a result of the exercise provisions of the detachable warrants granted to Mizrahi-Tefahot Bank as part of the Company’s financing agreement with Bank Mizrahi. 2. The Company issued 18,000 shares of common stock to Migdalor as a result of the exercise provisions of the detachable warrants granted to Migdalor as part of the loan agreement with Migdalor. 3. In addition, concurrently with the IPO and in connection with the consummation of the IPO, the Company issued common stock warrants to the underwriters. The warrants are exercisable into 29,487 of the Company’s common shares for an exercise price of $50 per share and can be exercised at any time during a period of 5 years from the issuance date (i.e. until May 17, 2027). The warrants are classified as equity based on the guidance provided under ASC 718-10. 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 option-pricing model, using an expected volatility of 54%, a risk-free rate of 3.01%, a contractual term of 5 years, an expected dividend yield of 0% and a stock price at the issuance date of $19.50 prior to the reverse split. e. The Company redeemed 178,377 shares of non-voting common stock at their par value, removing the stock from shareholders’ equity. (*) Adjusted to reflect reverse stock split, see note 2(ff). d. Offering of common stocks and warrants a. On May 8, 2023, the Company completed a fund-raising round in a total gross amount of $3.5 million pursuant to which the Company agreed to issue and sell to Armistice Capital Master Fund Ltd. (the “Holder”) in a private placement (the “Offering”): 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 3. warrants to purchase up to 944,670 shares of Common Stock (“Common Warrants”) The Company determined that the Common Warrants were not indexed to the Company’s own stock and therefore were excluded from equity classification and classified as warrant liabilities. The Common Warrants were 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 consolidated statements of comprehensive loss. The Common Warrants were recorded at fair value on May 8, 2023, at $1,972, and the residual value was allocated to the common stock and pre-funded warrants which were classified as equity. The valuation was based on a Black-Scholes option-pricing model, using an expected volatility of 54%, a risk-free rate of 3.49%, a contractual term of 5.5 years and a stock price at the issuance date of $3.70. On September 30, 2023, the Company remeasured the common warrants at a fair value of $246. The valuation was based on a Black-Scholes option-pricing model, using an expected volatility of 54%, a risk-free rate of 4.60%, a contractual term of 5.1 years and a stock price of $1.10. The Company recorded other financial income (expenses) during 2023, in the amount of $1,726, 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 the 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 made certain adjustments to the definition of a “Fundamental Transaction” in Common Warrant agreement. Additionally, the Amendment increased the number of Common Warrants to include an additional 55,000 Common warrants and changed 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, due to the adjustments stated in the Amendment. 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 option-pricing model, using an expected volatility of 54%, a risk-free rate of 4.60%, a contractual term of 5.1 years and a stock price at the issuance date of $1.10. As a result of the Amendment, the Company recorded other financial expenses in 2023, in the amount of $68. During July and August 2023, the Holder elected to exercise 754,670 of the pre-funded warrant. The total exercise price in the amount of $0.0755 was paid in cash. Offering Costs related to May 2023 fund-raising: 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 14d), except for the exercise price which reflected 125% of the share price in the Offering ($4.6313). The warrants are classified as mezzanine equity. 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 option-pricing model, using an expected volatility of 56%, a risk-free rate of 3.29%, a contractual term of 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 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. b. On December 20, 2023, the Company completed a fund-raising round in a total gross amount of $1.5 million pursuant to which the Company agreed to issue and sell to the Holder in December’s private placement (the “Second Offering”): 1. 301,000 shares of the Company’s common stock, $0.0001 par value 2. 970,187 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 970,187 shares of Common Stock 3. warrants to purchase up to 1,271,187 shares of Common Stock (“Common Warrants”) In connection with the Second Offering, the Company also has agreed to amend the existing warrants to purchase up to an aggregate of 999,670 shares of the Company’s common stock that were previously issued in May 2023 (and amended in November 2023) at an exercise price of $2.75 per share, such that effective on the date of shareholder approval to amend the warrants, the amended warrants will have a reduced exercise price of $1.18 per share. In the event that the Shareholder Approval is not obtained, the warrant amendment shall be null and void and the provisions of the existing warrants shall remain unchanged. As of December 31, 2023, the shareholder approval was not obtained. The common stock, pre-funded warrants and the warrants were classified as equity pursuant to ASC 815-40. Offering Costs related to December 2023 fund-raising: Upon the consummation of the Second 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 $129. The Company has also granted to the Underwriter upon the consummation of the Second Offering, warrants to purchase up to 88,983 of the Company’s common stocks which carry the same terms as the common stock warrants described above (Note 14c.), except for the exercise price which reflect 125% of the share price in the Second Offering ($1.475). The warrants are classified as mezzanine equity based on the guidance provided under ASC 480-10-S99-3A and SAB Topic 14. E. As of the issuance date of the underwriter warrants, the fair value of the warrants was estimated at $55. The valuation was based on a Black-Scholes option-pricing model, using an expected volatility of 5 %, a risk-free rate of 3. %, a contractual term of 5.5 1 . 8. The total Second Offering costs in the amount of $230 was recognized in equity. e. Stock repurchase program (*) On November 17, 2022, the Company’s Board of Directors authorized a stock repurchase program pursuant to which the Company intends to repurchase up to $1.0 million of its outstanding common stock. The Board authorized the Company to purchase its common stock from time to time on a discretionary basis through open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and other applicable legal requirements. 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 2023, the Company purchased 7,920 shares of its common stock, for a total price of $50. f. Share-based compensation (*) 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 280 Incentive Share Options, Non-statutory shares options, share appreciation rights, restricted share and restricted share units (RSU’s) to employees, directors, and consultants. The exercise price of an option cannot be less than 100% of the fair market value of the underlying share of common stock on the date of grant for incentive share options (not less than 110% of the fair market value for shareholders owning more than 10% of all classes of share) as determined by the Board of Directors. The maximum option term is 10 years (five years for shareholders owning more than 10% of all classes of share). The 2015 Plan grants the Board of Directors the discretion to determine when the options granted become exercisable. In January 2016, the Company’s Board of Directors approved an additional quantity of 22 share options permitted to be granted under the 2015 Plan. Pursuant to the current Section 102 of the Israeli Tax Ordinance, which came into effect on January 1, 2003, options and RSUs may be granted through a trustee (i.e., Approved 102 Options) or not through a trustee (i.e., Unapproved 102 Options). The Subsidiary elected to grant its options and RSU’s through a trustee. As a result, the Subsidiary 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. 1) During the years ended December 31, 2023, and December 2022, the following awards were granted: Award Type (2015 Plan) Number of Number of Vesting Conditions Expiration Date Options 400 16,778 Over 4 years from grant date-25% every year (from the second year- 2.08% each month) 10th anniversary of Grant Date RSU 45,100 59,200 Over 3 years from grant date 2) A summary of the Company’s share option activity under option plans is as follows: Number of Weighted- Weighted Outstanding – January 1, 2023 96,459 $ 4.89 5.34 Granted 400 $ 1.48 9.71 Exercised (2,489 ) $ 0.90 Forfeited (6,606 ) $ 22.74 Outstanding – December 31, 2023 87,764 $ 3.63 4.11 Exercisable – December 31, 2023 80,064 $ 2.36 3.67 Number of Weighted- Weighted Outstanding – January 1, 2022 89,049 $ 1.52 5.43 Granted 16,778 $ 21.96 Exercised (7,775 ) $ 0.81 Forfeited (1,593 ) $ 15.09 Outstanding – December 31, 2022 96,459 $ 4.89 5.34 Exercisable – December 31, 2022 77,196 $ 1.48 4.36 No income tax benefit has been recognized relating to share-based compensation expense and no tax benefits have been realized from exercised share options. See also above regarding warrants granted to the underwriters upon the consummation of the IPO in consideration for their underwriting services. 3) The following table summarize information as of December 31, 2023, regarding the number of ordinary shares issuable upon outstanding options and exercisable options: Exercise price Options Weighted Options Weighted 0.64 30,309 1.61 30,309 1.61 1.06 43,461 4.44 43,402 4.43 1.48 400 9.71 100 9.71 5.78 5,500 8.96 1,750 8.96 13.62 3,894 7.41 2,524 7.41 40.00 4,200 8.72 1,979 8.72 87,764 80,064 3) 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 0.64 31,236 2.61 31,236 2.61 1.06 44,989 5.43 43,752 5.39 5.78 8,843 9.96 - - 13.62 3,891 8.41 1,547 8.41 40.00 7,500 9.72 661 9.72 96,459 77,196 The aggregate intrinsic value represents the total intrinsic value (the difference between the fair value of the Company’s common shares on December 31, 2023 and the exercise price, multiplied by the number of options that would have been received by the option holders had all option holders exercised their options on such date) as of December 31, 2023, and December 31, 2022, was $17 and $291, respectively. The total intrinsic value of options exercised during the years ended December 31, 2023, and December 31, 2022, was $6 and $27, accordingly. The weighted average grant-date fair value of the share options granted during the year ended December 31, 2022 was $4.20, based on the Black-Scholes option-pricing model. Key assumptions used to estimate the fair value of the share options granted during the year ended December 31, 2022 included: 2022 Expected term of options (years) 10 Expected common stock price volatility** 54 % Expected dividend rate 0 % Risk-free interest rate 3.21%-3.25 % ** The expected volatility was based on the historical stock prices of publicly traded comparable companies. 4) Share-based compensation expense for share options in the consolidated statements of comprehensive loss is summarized as follows: Year Ended 2023 2022 Cost of revenues 3 3 Research and development 23 26 Sales and marketing 11 11 General and administrative 11 12 Total Share-based compensation expense 48 52 5) Restricted Stock Units (RSUs) During 2023 and 2022, the Company issued RSUs to Directors, officers, consultants and employees. The RSUs are vested over a three-year period. The grant-date fair value of the RSUs granted was based on the Company’s common stock price at the time of grant. A summary of the Company’s RSUs activity under option plans is as follows: Year ended Year ended Number of Weighted- Number of Weighted- RSUs outstanding at the beginning of the year 59,200 $ 16.20 - - Granted during the year 43,100 $ 3.33 59,200 $ 16.20 Vested during the year (29,520 ) 12.36 - - Forfeited during the year (1,500 ) 16.20 - - Outstanding at the end of the year 71,280 $ 10.35 59,200 $ 16.20 Share-based compensation expense for RSUs in the consolidated statement of comprehensive loss is summarized as follows: Year Ended 2023 2022 U.S. dollars in thousands Cost of revenues 9 3 Research and development 53 18 Sales and marketing 47 12 General and administrative 220 135 Total Share-based compensation expense 329 168 As for the share-based compensation granted to the underwriter in connection with the offering of common stocks and warrants, see 14d above. * Adjusted to reflect reverse stock split, see note 2(ff). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 15 - INCOME TAXES: a. The Company and its Subsidiary are subject to U.S. and Israeli income tax laws. b. The US entity is subject to a federal income tax rate of 21% in 2019 and thereafter and State taxes of 9%. The Subsidiary is subject to ordinary corporate income tax rate of 23% in 2019 and thereafter. c. Carryforward tax losses: As of December 31, 2023, the Company has net operating loss carry forwards of approximately $2,966. In addition, the Company has loss carry forward of approximately $4,410, which the Company did not perform a qualification test for and has certain doubts regarding their qualification, and therefore the Company has not recorded deferred tax assets due to these losses. As of December 31, 2023, the Company’s subsidiary has net operating loss carry forwards of approximately $121.1 million. Net operating loss carry forwards relating to activity in Israel have 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. Loss before taxes on income are comprised as follows: Year Ended 2023 2022 U.S. dollars in thousands Domestic 82 (4,535 ) Foreign Subsidiary (6,368 ) (6,447 ) Total (6,286 ) (10,982 ) e. Reconciliation of the theoretical tax expense to actual tax expense: 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. The Company’s major tax jurisdictions are the United States and Israel. Due to unutilized net operating losses and research credits, the tax years from 2017 remain open and subject to examinations by the appropriate governmental agencies in the United States. For the Company’s subsidiary, the tax years from 2017 and later remain open for examination by the tax authorities. g. The components of the Company’s net deferred tax assets were as follows: Year Ended 2023 2022 U.S. dollars in thousands Deferred tax assets (liabilities): Loss carryforwards 28,746 27,932 Valuation allowance (28,746 ) (27,932 ) Total net deferred tax assets - - The valuation allowance could be reduced or eliminated based on future earnings and future estimates of taxable income. Changes in valuation allowance for deferred tax assets were as follows: Year Ended 2023 2022 U.S. dollars in thousands Valuation allowance at beginning of year 27,932 31,049 Changes in valuation allowance 814 (3,117 ) Valuation allowance at end of year 28,746 27,932 |
Basic and Diluted Loss per Shar
Basic and Diluted Loss per Share | 12 Months Ended |
Dec. 31, 2023 | |
Basic and Diluted Loss Per Share [Abstract] | |
BASIC AND DILUTED LOSS PER SHARE | NOTE 16 - BASIC AND DILUTED LOSS PER SHARE: (*) Basic net loss per share is computed using the weighted average number of common stock, Pre-Funded Warrants to purchase shares of Common Stock for an exercise price of $0.0001 which are exercisable immediately 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 RSUs granted under employee stock compensation plans, and the exercise of warrants using the treasury stock method; and (ii) the conversion of the convertible redeemable preferred stock, and convertible loan using the “if-converted” method, by adding to net loss the change in the fair value of the convertible loan, net of tax benefits, and by adding the weighted average number of shares issuable upon assumed conversion of these instruments. For further details on the effects on the instruments described below, please see note 14 above. Options to purchase 87,764 and 96,459 shares of common stock at an average exercise price of $3.63 and $4.89 per share were outstanding as of December 31, 2023, and December 31, 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 71,280 and 59,200 shares of common stock at an average grant date fair value of $10.35 and $16.20 per RSU were outstanding as of December 31,2023, and December 31, 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. Warrants convertible into 2,462,759 and 36,792 of the Company’s common stock were outstanding as of December 31, 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 (See Note 14(d)). The table below shows the reconciliation of the number of shares in the computation of basic and diluted loss per share attributable to common shareholders: Year Ended 2023 2022 Numerator: Net loss $ (6,286 ) $ (10,982 ) Denominator: Common shares outstanding used in computing net loss per share attributable to common shareholders 2,178,178 1,160,367 Pre-Funded warrants to purchase common shares 225,631 - Fully vested RSUs outstanding used in computing net loss per share attributable to common shareholders 8,908 1,757 Weighted average number of shares used in computing basic and diluted net loss per share attributable to common shareholders 2,412,717 1,162,124 Net loss per share attributable to common shareholders – basic and diluted $ (*)(2.61 ) $ (*)(9.45 ) * Adjusted to reflect reverse stock split, see note 2(ff). |
Entity Wide Information and Dis
Entity Wide Information and Disagregated Revenues | 12 Months Ended |
Dec. 31, 2023 | |
Entity Wide Information and Disagregated Revenues [Abstract] | |
ENTITY WIDE INFORMATION AND DISAGREGATED REVENUES | NOTE 17 - 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. Geographic information: The following is a summary of revenues by geographic areas. Revenues attributed to geographic areas, based on the location of the customers: Year Ended 2023 2022 U.S. dollars in thousands North America 2,524 4,348 Europe, the Middle East and Africa 2,532 3,999 Asia Pacific 512 484 Israel 38 - 5,606 8,831 b. Revenues from contract liability: December 31, December 31, Opening balance $ 648 $ 673 Revenue recognized that was included in the contract liability balance at the beginning of the period (544 ) (593 ) Additions 356 568 Remaining performance obligations $ 460 $ 648 As of December 31, 2023, the aggregate amount of the transaction price allocated to the remaining performance obligation is $385, and the Company will recognize this revenue over the 12-18 months. c. The Company’s long-lived assets are located as follows: Property and Equipment, net and Operating lease right of use assets December 31 2023 2022 U.S. dollars in thousands Israel 788 335 North America 191 471 979 806 d. Customers representing 10% or more of net revenues and the amount of revenues recognized are as follows: December 31, % Revenues U.S. dollars in thousands Customer B 16 % 911 Customer D 10 % 583 December 31, % Revenues U.S. dollars in thousands Customer B 33 % 3,021 Customer E 16 % 1,475 Customer F 11 % 1,009 The majority of the Company’s revenues are recognized at a point in time. |
Other Financial Income (Expense
Other Financial Income (Expenses), Net | 12 Months Ended |
Dec. 31, 2023 | |
Other Financial Income (Expenses), Net [Abstract] | |
OTHER FINANCIAL INCOME (EXPENSES), NET: | NOTE 18 – OTHER FINANCIAL INCOME (EXPENSES), NET Year Ended 2023 2022 U.S. dollars in thousands Change in convertible loan fair value - (1,648 ) Change in convertible note fair value - (1,753 ) Change in warrants’ fair value 1,658 (1,049 ) Exchange rates differences 313 506 Offering costs of warrants liabilities (223 ) - Other 95 (107 ) 1,843 (4,051 ) |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 19 - RELATED PARTY TRANSACTIONS a) On February 20, 2015, the Company made a loan to the CEO, in the principal amount of $106, which loan was evidenced by a secured, non-negotiable promissory note. In April 2022, the Company entered into a Securities Purchase and Loan Repayment Agreement with the CEO, pursuant to which the CEO sold to the Company 27,699 shares for a purchase price equal to $4.55 per share for an aggregate purchase consideration of $126. In lieu of paying the CEO the Purchase Consideration for the shares in cash, the Purchase Consideration was used to repay in full the outstanding loan amount and accrued interest owed to the Company by the CEO, and the promissory Note was terminated. Additionally, due to the fact that the Company repurchased the CEO’s shares for a price per share which exceeded the underlying common stock fair value by $0.55, the Company has also recognized compensation costs attributable to the CEO’s past services to the Company. The Company has recognized the repurchased shares as treasury shares at the cost that represents the then-current market value of the repurchased shares. b) As part of the Shareholder Agreement (the “SHA”), commencing on February 15, 2015, the company was paying one of its shareholders a monthly management fee of $5. The Company and the shareholder agreed to amend the agreement with the shareholder to replace the monthly payment with a success-based fees, effective on January 1, 2020. The amendment offers success-based fee of up to $150 on funding of up to $4,000. During January 2022, the Company paid the shareholder an amount of $100 related to the amendment, and by June 2022 the Company paid the shareholder an additional amount of $50. In aggregate, including the $100 paid in January, the shareholder received an amount of $150 pursuant to the amendment to the shareholder’s agreement. The Company recorded the payments partially as an incremental expense related to the IPO and partially as operating expenses. As of December 31, 2022, the agreement has terminated. c) In March 2017, the Company issued a convertible loan to investors (see note 10). The Company’s CEO participated in the convertible loan in an amount of $26 and received identical terms and conditions as other investors of the convertible loan. On May 17, 2022, the Company finalized its IPO offering (see Note 14c) and the convertible loan was converted into shares of common stock. d) On December 15, 2022, the Company issued 59,200 Restricted Stock Units (“RSUs”) to Directors, officers, consultants and employees. The CEO received an amount of 12,500, the CFO received an amount of 2,500 and the Directors 10,000. * Adjusted to reflect reverse stock split, see note 2(ff). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20 - SUBSEQUENT EVENTS: a. On January 15, 2024, the Subsidiary entered into a credit agreement with Bank Mizrahi-Tefahot. The Credit Agreement provides for a $1.5 million credit facility available to be used by the Subsidiary (“New Credit Facility”). Under the New Credit Facility, which will be secured by the Subsidiary’s customer receivables, the Subsidiary will pay an annual fixed interest at a Federal SOFR rate plus 5.5% on any amount withdrawn under the New Credit Facility. The New Credit Facility, at an annual fixed interest rate of 1.5% for unused credit amount, expires on December 27, 2024, subject to extension. Under the Credit Agreement, the Company is permitted to draw upon the New Credit Facility for so long as the following conditions continue to be met: (a) Throughout the duration of the New Credit Facility, the outstanding extended credit under it does not exceed 80% of the aggregate amount of the open customer invoices securing the New Credit Facility; (b) customer invoices are payable within 90 days from the date of the Company’s monthly report to the Lender; and (c) no single customer of the Company may account for open customer invoices securing over 30% of the total borrowed amount under the New Credit Facility. b. In February 2024, the Subsidiary performed a partial early repayment of the New Loan in the amount of ILS 2,000,000 (approximately $550,000). |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (6,286) | $ (10,982) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | |
Dec. 31, 2023 shares | ||
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Tuvia Barlev [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | During the fourth quarter of 2023, the following Rule 10b5-1 trading arrangements (as defined in Item 408(a)(1)(i) of Regulation S-K) and non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act were adopted or terminated by our directors and/or executive officers (as defined in Section 16 of the Exchange Act): Name Title Date of Adoption (1) Scheduled Expiration Date of Rule 10b5-1 Trading Arrangement Aggregate Number of Securities Tuvia Barlev Chief Executive Officer 12/15/2023 (2) The earlier of 6/1/2024 or when $10,000 notional amount of shares are purchased $ 10,000 (3) (1) Date of adoption of Rule 10b5-1 trading arrangements is in accordance with both the Company’s insider trading policy and applicable SEC rules and regulations. (2) The first trade pursuant to the Rule 10b5-1 trading arrangement will be, in accordance with both the Company’s insider trading policy and applicable SEC rules and regulations, on a date after the date of adoption of the Rule 10b5-1 trading arrangement. (3) The 10b5-1 purchase plan will expire upon the earlier of 6/1/2024 or when $10,000 notional amount of shares of common stock are purchased. | |
Name | Tuvia Barlev | |
Title | Chief Executive Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | 12/15/2023 | [1],[2] |
Aggregate Available | 10,000 | [3] |
[1] Date of adoption of Rule 10b5-1 trading arrangements is in accordance with both the Company’s insider trading policy and applicable SEC rules and regulations. The first trade pursuant to the Rule 10b5-1 trading arrangement will be, in accordance with both the Company’s insider trading policy and applicable SEC rules and regulations, on a date after the date of adoption of the Rule 10b5-1 trading arrangement. The 10b5-1 purchase plan will expire upon the earlier of 6/1/2024 or when $10,000 notional amount of shares of common stock are purchased. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of presentation | a. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). |
Use of estimates in preparation of financial statements | b. Use of estimates in preparation of financial statements The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions, including those related to Fair value of financial instruments, inventory write-offs, as well as in estimates used in applying the revenue recognition policy. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of liabilities at the dates of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Functional currency | c. Functional currency The currency of the primary economic environment in which the operations of the Company and its Subsidiary are conducted is the U.S. dollar (“$” 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 transactions and balances have been re-measured to dollars in accordance with the provisions of ASC 830-10, “Foreign Currency Translation”. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of comprehensive loss as Other financial income (expenses), net , as appropriate. |
Principles of consolidation | d. Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Intercompany transactions and balances have been eliminated upon consolidation. |
Cash and cash equivalents | e. Cash and cash equivalents 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 cash equivalents and restricted deposits | f. Restricted cash and cash equivalents and restricted deposits Restricted cash and cash equivalents consists of cash and cash equivalents 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 deposit bank accounts including deposits held as collateral for guarantees to third parties and others, classified as current or long term based on the expected timing of the disbursement. |
Treasury Shares | g. Treasury Shares Treasury shares represent 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. The treasury shares have no rights. |
Trade Receivables, net | h. Trade Receivables, net Trade receivables are recorded at the invoiced amount, are mostly unsecured and do not bear interest. 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, customer creditworthiness, historical levels of credit losses and future expectations. On this basis, management has determined that an allowance for credit losses of $168 and $125 was appropriate as of December 31, 2023, and December 31, 2022, respectively. Expenses for allowance for credit losses for the years ended December 31, 2023, and 2022 were $43 and $64, respectively. |
Inventories | i. Inventories Inventories are stated at a 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 are provided to cover risks arising from slow-moving items, excess inventories, discontinued products, new products introduction and for market prices lower than cost. Any write-off is recognized in the consolidated statement of comprehensive loss as cost of revenues. In addition, if required, the Company records a liability for firm non-cancelable and unconditional purchase commitments with contract manufacturers for quantities in excess of the Company’s future demands forecast consistent with its valuation of excess and obsolete inventory. 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, net Property and equipment are stated at cost less accumulated depreciation. Maintenance and repairs are expensed as incurred. Depreciation expense is calculated on a straight-line basis over the estimated useful lives of the related assets. The cost and related accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts and the related gain or loss is reported in the statement of comprehensive loss. The useful lives of the assets are as follows: Years Computers, electronic equipment Mainly 3 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. Impairment of long-lived assets subject to amortization The Company evaluates long-lived assets, such as property and equipment with finite lives, for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company identifies impairment of long-lived assets when estimated undiscounted future cash flows expected to result from the use of the assets plus net proceeds expected from disposition of the assets, if 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 | l. Revenue recognition The Company’s products consist of hardware and 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 generally sold with a two-year warranty for repairs or replacements of the product in the event of damage or failure during the term of the support period, which is accounted for as a standard warranty. Services relating to repair or replacement of hardware beyond the standard warranty period are offered under renewable, fee-based contracts and include telephone support, remote diagnostics and access to on-site technical support personnel. The Company also offers its customers other management software. The Company sells its other non-embedded software either as perpetual or as term-based licenses. 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 technical support personnel. The Company’s customers are comprised of end-users, 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 the 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 or more years 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 licenses for its management software together with related services. The perpetual management software stand-alone selling price is established by taking into consideration available information such as historical selling prices of the perpetual license, geographic location, and market conditions. For contracts that contain more than one identified performance obligation (a term-based license for its management software together with related services), the stand-alone selling price of a term-based license, is based on a ratio from the relevant perpetual management software stand-alone selling price. The stand-alone selling price of the related service is then determined by applying the residual method. Revenue from selling the Company’s product and/or the software management (either as term-based or perpetual) is recognized at a point in time which is typically at the time of shipment of products to the customer or when the code is transferred, respectively. Revenue from services (e.g., product support service, software support service or extended warranty) is recognized on a straight-line basis over the service period, as a time-based measure of progress best reflects our performance in satisfying this performance obligation. |
Cost of revenues | m. Cost of revenues Cost of revenues includes cost of materials, costs associated with packaging, assembly and testing costs, as well as cost of personnel (including share-based compensation), shipping costs, inventory write down, royalties, costs of logistics and quality assurance, access to on-site technical support personnel as well as warranty expenses and other expenses associated with manufacturing support. |
Offering Costs associated with the Initial Public Offering and private placements | n. Offering Costs associated with the Initial Public Offering and private placements Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and private placements. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. In 2022, as a result of the IPO, the Company incurred offering costs amounting to approximately $1.45 million, related to underwriting discounts and commissions, and other offering costs of $1 million- see note 14c In 2023 as a result of private placements, the Company incurred offering and other costs amounting to approximately $0.4 million - see note 14d. |
Basic and diluted net loss per share | o. Basic and diluted net loss per share Basic net loss per share is computed using the weighted average number of common shares, Pre-Funded Warrants to purchase shares of Common Stock for an exercise price of $0.0001 which are exercisable immediately 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 RSUs granted under employee stock compensation plans, and the 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” method, by adding to net loss the change in the fair value of the convertible loan, net of tax benefits, and by adding the weighted average number of shares issuable upon assumed conversion of these instruments; and (iii) the conversion of the warrants classified as lability, by adding to net loss the change in the fair value of the warrants and by adding the weighted average number of shares issuable upon assumed conversion of these warrants using the treasury stock method. |
Fair value of financial instruments | p. 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 Company measured the fair value of the warrants (see note 13) based on Level 3 inputs, and the warrants liability amounted to $8 as of December 31, 2023, and 2022, are presented in the Other current liabilities in the accompanying consolidated balance sheets. As of December 31, 2023, and 2022, the fair values of the Company’s cash, cash equivalents, short and long-term deposits, Restricted bank deposits, trade receivables, trade payables, long-term loan and restricted cash approximated the carrying values of these instruments presented in the Company’s consolidated balance sheets because of their nature. |
Concentrations of credit risk | q. Concentrations of credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, trade receivables and Restricted bank deposits. 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 customers balances representing 10% or more of Trade receivables as follows: 1. Customer A- 30% and 5% of the Company Trade receivables balance as of December 31, 2023 and December 31, 2022 respectively. 2. Customer B- 11% and 29% of the Company Trade receivables balance as of December 31, 2023 and December 31, 2022 respectively. 3. Customer C- 11% and 1% of the Company Trade receivables balance as of December 31, 2023 and December 31, 2022 respectively. See note 17 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. |
Warranty costs | r. Warranty costs The Company’s products generally include a standard warranty of two years for product defects. The Company accrues for warranty at the time revenue is recognized. The Company’s estimates of future warranty obligations may change due to product failure rates, material usage, and other rework costs incurred in correcting a product failure. In addition, specific warranty accruals may be recorded if unforeseen problems arise. The provision for warranty amounted to $47 and $96 as of December 31, 2023, and 2022, respectively. These provisions are included in “Other current liabilities” and “Other long-term liabilities” in the accompanying consolidated balance sheets. |
Sales and marketing expenses, net | s. Sales and marketing expenses, net 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 | t. Research and development costs 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. 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 | u. Shipping and handling 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 | v. Government grants and related royalties 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 2023 and 2022, respectively, the Company incurred royalty expenses of $334 and $257, included within cost of revenues (see note 11). |
Segments | w. Segments 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 | x. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the asset and 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. The Company implements a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company does not have any liabilities in any reported periods regarding uncertain tax positions. Taxes which would apply in the event of disposal of investment in foreign subsidiary have 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 | y. Employee related benefits: 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 accrued 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 “Severance pay fund” in the consolidated balance sheets. 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 carrying value for the deposited funds for the Company’s employees’ severance pay for employment periods prior to the transition date includes profits and losses accumulated up to the balance sheet date. The amounts of contribution plans expenses were approximately $175 and $182 for each of the years ended December 31, 2023, and 2022, respectively. The Company expects to contribute approximately $169 in the year ending December 31, 2024, to insurance companies in connection with its contribution plans. Gain (loss) on amounts funded in respect of employee rights upon retirement totaled approximately $5 and $(4) for the years ended December 31, 2023, and December 31, 2022, 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 $8 and $9 for the years ended December 31, 2023, and 2022, respectively. |
Share-based compensation | z. Share-based compensation Share-based compensation expense for all share-based payment awards, including share options and restricted share units (“RSUs”), is determined based on the grant-date fair value. The Company recognizes these compensation costs net of actual forfeitures and recognizes compensation cost for all options on a straight-line basis over the requisite service period of the award, which is generally the option vesting term of four years and three years for the RSUs. The Company accounts for share-based compensation arrangements with non-employees based on the estimated fair value of the equity instrument using the Black-Scholes option-pricing model. Compensation cost is recognized over the period that the services are provided, and the award is earned by the counterparty. The Company follows ASC 718 to determine whether a share-based payment should be classified and accounted for as a liability award or equity award. All grants of share-based awards to employee classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using the Black-Scholes Option-pricing model. For options and RSU’s with graded vesting, the Company has elected a fair-value-based measure of the entire award by using a single weighted-average expected term. The Company records forfeitures for share-based payments awards as they occur. Share-based compensation classified as mezzanine equity Share-based compensation subject to possible redemption are classified as mezzanine equity based on the guidance provided under ASC 480-10-S99-3A and SAB Topic 14E. See also Note 14d for additional information on share-based compensation granted to the underwriter in connection with an offering of common stocks and warrants. |
Convertible Note | aa. Convertible Note The Company follows ASC 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”) in its evaluation of the accounting for a hybrid instrument. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives and are carried as a liability at fair value at each balance sheet date with remeasurements reported in interest expense in the accompanying Consolidated Statements of Comprehensive Loss. 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% from the conversion price Accordingly, the note was classified as a liability and is measured at its fair value at each reporting date, pursuant to the provisions of ASC 480-10. Upon the consummation of the IPO, the convertible note was automatically converted into the Company’s common stock based on its contractual terms and conditions. (See note 10). |
Convertible loan | bb. Convertible loan The Company follows ASC 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”) in its evaluation of the accounting for a hybrid instrument. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives and are carried as a liability at fair value at each balance sheet date with remeasurements reported in interest expense in the accompanying Consolidated Statements of Comprehensive Loss. 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. Upon the consummation of the IPO, the convertible loan was automatically converted into the Company’s common stock based on its contractual terms and conditions. (See note 10). |
Warrants | cc. Warrants Common stock warrants The Company accounts for its warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, or meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. See note 14. 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 at each balance sheet date. At the end of each reporting period, changes in fair value during the period are recognized as a component of financial income (expense), net. Following the guidance of ASC 480, the Redeemable Preferred stock 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 the classification of certain warrants. 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. |
Redeemable Preferred stock | dd. Redeemable Preferred stock 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, “Distinguishing Liabilities from Equity”. Upon the consummation of the IPO, all of the Company’s redeemable preferred stocks were converted into common stock and reclassified from temporary equity, into permanent equity (see note 14c) |
Commitments and contingencies | ee. Commitments and contingencies 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 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 | ff. 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. The Reverse Stock split became effective as of May 2, 2022. On March 8, 2023, the Company’s Board of Directors approved an additional Reverse Stock Split in the ratio of ten-to-one. The Reverse Stock split became effective as of April 18, 2023. The Company accounted for the Reverse Stock Splits on a retroactive basis. As a result, all common stock, Non-voting Common stock, redeemable Convertible Preferred stock, warrants, RSUs and options outstanding and exercisable for common stock, exercise prices and loss per share amounts have been adjusted, on a retroactive basis, for all periods presented in these consolidated financial statements and the applicable disclosures, to reflect such Reverse Stock Splits. |
Leases | gg. Leases On January 1, 2022, the Company adopted ASU No. 2016-02, Leases (“Topic 842”). The Company determines if an arrangement is a lease at inception. Balances related to operating leases are included in operating lease right-of-use (“ROU”) assets, Current maturities of operating leases liabilities and non-current operating leases liabilities in the consolidated balance sheets. Leases primarily consist of real estate property and vehicles and are classified as operating leases with fixed payment terms. The Company determines if an arrangement is a lease, or contains a lease, at inception and records the leases upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease expenses for the operating leases are recognized on a straight-line basis over the lease term and are included in operating expenses in the consolidated statements of operations and comprehensive loss. Options to extend or terminate the lease are taken into account when it is reasonably certain at the commencement date that such options will be exercised. The Company elected to apply for the short-term lease exemption for lease with a non-cancelable period of twelve months or less. Additionally, the Company has lease agreements with lease and non-lease components. On the commencement date, lease payments that include variable lease payments dependent on an index or a rate (such as the Consumer Price Index or a market interest rate), are initially measured using the index or rate at the commencement date. Such variable payments are recognized in the consolidated statements of operations and comprehensive loss in the period in which the event or condition that triggers the payment occurs. These variable payment amounts were not material to the consolidated financial statements for the periods presented. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate because the interest rate implicit in most of its leases is not readily determinable. ASC 842 provides several 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. 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 regarding subleases, which state that the classification should be based on the underlying asset being subleased and concluded that the sublease is an operating lease where the Company is the Lessor. The sublease income is recognized on a straight-line basis over the expected lease term less any allowances for doubtful collection of rent and is included in the operating expenses, net, in the Company’s consolidated statements of comprehensive loss. |
New Accounting Pronouncements | hh. New Accounting Pronouncements Recently adopted accounting pronouncements: In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (“ASC 326”): Measurement of Credit Losses on Financial Instruments to introduce a new model for recognizing credit losses on financial instruments based on estimated current expected credit losses, or CECL. Under the new standard, an entity is required to estimate CECL on trade receivables at inception, based on historical information, current conditions, and reasonable and supportable forecasts. The guidance is effective for the Company for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Early application is permitted. The Company adopted ASC 326 on January 1, 2023, and upon adoption of the standard, there was no immediate impact to the Company’s financial position, results of operations or cash flows. On an ongoing basis, the Company will contemplate forward-looking economic conditions in recording lifetime expected credit losses for the Company’s financial assets measured at cost, such as the Company’s trade receivables. In August 2020, the FASB issued ASU 2020-06 Debt- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Furthermore, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share. ASU 2020-06 is effective for the Company for annual periods beginning after December 15, 2023, and interim periods within those fiscal years. The Company adopted this guidance on January 1, 2023, and there was no material impact on the Company’s consolidated balance sheet and the consolidated statements of operations upon adoption. 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 December 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU is effective for the Company for annual periods beginning after December 15, 2025. The Company is evaluating the potential impact of this guidance on its consolidated financial statements. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted. In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures.” This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements and related disclosures . |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Useful Lives of the Assets | The useful lives of the assets are as follows: Years Computers, electronic equipment Mainly 3 Office furniture and equipment 7 Leasehold improvements By the shorter of lease term and the estimated useful life of the asset |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | December 31 2023 2022 U.S. dollars in thousands Raw materials 757 593 Finished goods 1,769 586 2,526 1,179 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | December 31 2023 2022 U.S. dollars in thousands Prepaid expenses 198 473 Governmental authorities 84 130 Other, net* 58 75 340 678 * Prepaid expenses and other current assets are stated as net of allowances. The allowance for Prepaid expenses and other current assets is based on the Company’s periodic assessment of the collectability of the accounts based on a combination of factors including the age of the balance, and the reasonability to use this asset. During 2023 and 2022, the Company recorded allowances for Prepaid expenses and other current assets in the amounts of $144 and $0, respectively. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment, Net | December 31 2023 2022 U.S. dollars in thousands Cost: Computer, software, and electronic equipment 8,583 8,575 Office furniture and equipment 872 872 Leasehold improvements 292 292 9,747 9,739 Less: accumulated depreciation 9,686 9,659 Property and equipment, net 61 80 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Supplemental Information Related to Leases | Supplemental information related to leases is as follows: December 31, December 31, Operating leases: Operating lease right-of-use assets $ 918 $ 726 Current Operating lease liabilities $ 498 $ 445 Non-Current Operating lease liabilities $ 405 $ 237 Total Operating lease liabilities $ 903 $ 682 |
Schedule of Other Information | Other information: Year ended Year ended Cash paid for amounts included in the measurement of lease liabilities (cash paid in thousands) $ 478 $ 747 Weighted Average Remaining Lease Term 1.80 1.50 Weighted Average Discount Rate 10.2 % 3.49 % |
Schedule of Lease Costs Components | The lease costs components are as follows: Year ended Year ended Fixed payments $ 459 $ 723 Variable payments that depend on an index or rate 19 24 Total lease cost $ 478 $ 747 |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows: December 31, 2024 $ 548 2025 433 2026 6 Total operating lease payments 987 Less: imputed interest (84 ) Present value of lease liabilities $ 903 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Accrued Liabilities [Abstract] | |
Schedule of Other Accrued Liabilities | December 31 2023 2022 U.S. dollars in thousands Accrued expenses 955 1,190 Accrued standard warranty 24 48 Other 143 8 1,122 1,246 |
Loans (Tables)
Loans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Loans [Abstract] | |
Schedule of Future Payments | As of December 31, 2023, future payments are summarized as follows: New Loan New Loan EIDL Loan from December 2020 and January 2021-In NIS * from November 2021- In NIS * 2024 9 5,567($1,535) 1,080($298) 2025 9 3,684($1,016) 704($194) 2026 9 3,684($1,016) 704($194) 2027 9 3,684($1,016) 704($194) 2028 and thereafter 225 305($84) 59($16) Less- accumulated interest (113 ) (3,635)($1,003) (804)($221) Total 148 13,289($3,664) 2,447($675) * The exchange rate used in translation is $1 – 3.627 New Israeli Shekel. |
Convertible Note (Tables)
Convertible Note (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Note [Abstract] | |
Schedule of Fair Value of the Notes | 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 $ - |
Convertible Loan (Tables)
Convertible Loan (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Loan [Abstract] | |
Schedule of fair values | The following is a roll forward of the fair values: Year ended 2022 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 $ - |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants [Abstract] | |
Schedule of Statement of Comprehensive Loss Related to the Warrants | The table below shows the impact on the statement of comprehensive loss related to the warrants which were classified as liabilities 2023 2022 U.S. dollars in thousands U.S. dollars in thousands 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 (14(d)) (314 ) Outstanding as of December 31 8 8 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders’ Equity [Abstract] | |
Schedule of Awards Granted | During the years ended December 31, 2023, and December 2022, the following awards were granted: Award Type (2015 Plan) Number of Number of Vesting Conditions Expiration Date Options 400 16,778 Over 4 years from grant date-25% every year (from the second year- 2.08% each month) 10th anniversary of Grant Date RSU 45,100 59,200 Over 3 years from grant date * Adjusted to reflect reverse stock split, see note 2(ff). |
Schedule of Share Option Activity Under Option Plans | A summary of the Company’s share option activity under option plans is as follows: Number of Weighted- Weighted Outstanding – January 1, 2023 96,459 $ 4.89 5.34 Granted 400 $ 1.48 9.71 Exercised (2,489 ) $ 0.90 Forfeited (6,606 ) $ 22.74 Outstanding – December 31, 2023 87,764 $ 3.63 4.11 Exercisable – December 31, 2023 80,064 $ 2.36 3.67 Number of Weighted- Weighted Outstanding – January 1, 2022 89,049 $ 1.52 5.43 Granted 16,778 $ 21.96 Exercised (7,775 ) $ 0.81 Forfeited (1,593 ) $ 15.09 Outstanding – December 31, 2022 96,459 $ 4.89 5.34 Exercisable – December 31, 2022 77,196 $ 1.48 4.36 * Adjusted to reflect reverse stock split, see note 2(ff). |
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options | The following table summarize information as of December 31, 2023, regarding the number of ordinary shares issuable upon outstanding options and exercisable options: Exercise price Options Weighted Options Weighted 0.64 30,309 1.61 30,309 1.61 1.06 43,461 4.44 43,402 4.43 1.48 400 9.71 100 9.71 5.78 5,500 8.96 1,750 8.96 13.62 3,894 7.41 2,524 7.41 40.00 4,200 8.72 1,979 8.72 87,764 80,064 Exercise price Options Weighted Options Weighted 0.64 31,236 2.61 31,236 2.61 1.06 44,989 5.43 43,752 5.39 5.78 8,843 9.96 - - 13.62 3,891 8.41 1,547 8.41 40.00 7,500 9.72 661 9.72 96,459 77,196 * Adjusted to reflect reverse stock split, see note 2(ff). |
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 included: 2022 Expected term of options (years) 10 Expected common stock price volatility** 54 % Expected dividend rate 0 % Risk-free interest rate 3.21%-3.25 % ** The expected volatility was based on the historical stock prices of publicly traded comparable companies. |
Schedule of Share-Based Compensation Expense for Share Options | Share-based compensation expense for share options in the consolidated statements of comprehensive loss is summarized as follows: Year Ended 2023 2022 Cost of revenues 3 3 Research and development 23 26 Sales and marketing 11 11 General and administrative 11 12 Total Share-based compensation expense 48 52 Year Ended 2023 2022 U.S. dollars in thousands Cost of revenues 9 3 Research and development 53 18 Sales and marketing 47 12 General and administrative 220 135 Total Share-based compensation expense 329 168 |
Schedule of RSUs Activity under Option Plans | A summary of the Company’s RSUs activity under option plans is as follows: Year ended Year ended Number of Weighted- Number of Weighted- RSUs outstanding at the beginning of the year 59,200 $ 16.20 - - Granted during the year 43,100 $ 3.33 59,200 $ 16.20 Vested during the year (29,520 ) 12.36 - - Forfeited during the year (1,500 ) 16.20 - - Outstanding at the end of the year 71,280 $ 10.35 59,200 $ 16.20 * Adjusted to reflect reverse stock split, see note 2(ff). |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Loss Before Taxes on Income | Loss before taxes on income are comprised as follows: Year Ended 2023 2022 U.S. dollars in thousands Domestic 82 (4,535 ) Foreign Subsidiary (6,368 ) (6,447 ) Total (6,286 ) (10,982 ) |
Schedule of Net Deferred Tax Assets | The components of the Company’s net deferred tax assets were as follows: Year Ended 2023 2022 U.S. dollars in thousands Deferred tax assets (liabilities): Loss carryforwards 28,746 27,932 Valuation allowance (28,746 ) (27,932 ) Total net deferred tax assets - - |
Schedule of changes in valuation allowance for deferred tax assets | Changes in valuation allowance for deferred tax assets were as follows: Year Ended 2023 2022 U.S. dollars in thousands Valuation allowance at beginning of year 27,932 31,049 Changes in valuation allowance 814 (3,117 ) Valuation allowance at end of year 28,746 27,932 |
Basic and Diluted Loss per Sh_2
Basic and Diluted Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Basic and Diluted Loss Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Shareholders | The table below shows the reconciliation of the number of shares in the computation of basic and diluted loss per share attributable to common shareholders: Year Ended 2023 2022 Numerator: Net loss $ (6,286 ) $ (10,982 ) Denominator: Common shares outstanding used in computing net loss per share attributable to common shareholders 2,178,178 1,160,367 Pre-Funded warrants to purchase common shares 225,631 - Fully vested RSUs outstanding used in computing net loss per share attributable to common shareholders 8,908 1,757 Weighted average number of shares used in computing basic and diluted net loss per share attributable to common shareholders 2,412,717 1,162,124 Net loss per share attributable to common shareholders – basic and diluted $ (*)(2.61 ) $ (*)(9.45 ) * Adjusted to reflect reverse stock split, see note 2(ff). |
Entity Wide Information and D_2
Entity Wide Information and Disagregated Revenues (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Entity Wide Information and Disagregated Revenues [Abstract] | |
Schedule of Revenues by Geographic Areas | The following is a summary of revenues by geographic areas. Revenues attributed to geographic areas, based on the location of the customers: Year Ended 2023 2022 U.S. dollars in thousands North America 2,524 4,348 Europe, the Middle East and Africa 2,532 3,999 Asia Pacific 512 484 Israel 38 - 5,606 8,831 |
Schedule of Revenues from Contract Liability | Revenues from contract liability: December 31, December 31, Opening balance $ 648 $ 673 Revenue recognized that was included in the contract liability balance at the beginning of the period (544 ) (593 ) Additions 356 568 Remaining performance obligations $ 460 $ 648 |
Schedule of Property and Equipment, Net and Operating Lease Right of Use Assets | Property and Equipment, net and Operating lease right of use assets December 31 2023 2022 U.S. dollars in thousands Israel 788 335 North America 191 471 979 806 |
Schedule of Revenues Recognized | Customers representing 10% or more of net revenues and the amount of revenues recognized are as follows: December 31, % Revenues U.S. dollars in thousands Customer B 16 % 911 Customer D 10 % 583 December 31, % Revenues U.S. dollars in thousands Customer B 33 % 3,021 Customer E 16 % 1,475 Customer F 11 % 1,009 |
Other Financial Income (Expen_2
Other Financial Income (Expenses), Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Financial Income (Expenses), Net [Abstract] | |
Schedule of Other Financial Income (Expenses), Net | Year Ended 2023 2022 U.S. dollars in thousands Change in convertible loan fair value - (1,648 ) Change in convertible note fair value - (1,753 ) Change in warrants’ fair value 1,658 (1,049 ) Exchange rates differences 313 506 Offering costs of warrants liabilities (223 ) - Other 95 (107 ) 1,843 (4,051 ) |
General (Details)
General (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
General [Abstract] | |||
Net loss | $ (6,286) | $ (10,982) | |
Cash flows from operations | (6,577) | (7,768) | |
Accumulated deficit | [1] | (39,688) | $ (33,402) |
Cash | 2,382 | ||
Restricted cash | $ 3,424 | ||
[1] Adjusted to reflect reverse stock split, see note 2(ff). |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
May 08, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2024 | May 17, 2022 | |
Significant Accounting Policies [Line Items] | |||||
Allowance for doubtful accounts | $ 168 | $ 125 | |||
Allowance for doubtful expense | 43 | 64 | |||
Offering costs | $ 230 | 1,000 | |||
Exercise price per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Warrants liability | $ 8 | 8 | |||
Warranty years | 2 years | 5 years | |||
Warranty amount | $ 47 | 96 | |||
Revenues percentage | 3% | ||||
Royalty expenses | $ 334 | 257 | |||
Number of operating segment | 1 | ||||
Tax benefit percentage | 50% | ||||
Contribution plans expenses | $ 175 | 182 | |||
Gain (loss) on amounts funded | 5 | (4) | |||
Contribution costs | $ 8 | 9 | |||
Vesting term | 4 years | ||||
Restricted stock units term | 3 years | ||||
Conversion price percentage | 40% | ||||
Discount percentage | 65% | ||||
IPO [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Offering costs | $ 1,450 | ||||
Conversion price percentage | 40% | ||||
Private Placements [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Offering costs | $ 400 | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Other Customer [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 10% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 30% | 5% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 11% | 29% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer C [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 11% | 1% | |||
Forecast [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Contribute amunt | $ 169 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Useful Lives of the Assets | Dec. 31, 2023 |
Computers, electronic equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property Plant and Equipment Useful Life | 3 years |
Office furniture and equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property Plant and Equipment Useful Life | 7 years |
Leasehold improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property Plant and Equipment Useful Life | By the shorter of lease term and the estimated useful life of the asset |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Inventory write-downs | $ 239 | $ 147 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory [Abstract] | ||
Raw materials | $ 757 | $ 593 |
Finished goods | 1,769 | 586 |
Total | $ 2,526 | $ 1,179 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Allowances for Prepaid expenses | $ 144 | $ 0 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Prepaid Expenses and Other Current Assets [Abstract] | |||
Prepaid expenses | $ 198 | $ 473 | |
Governmental authorities | 84 | 130 | |
Other, net | [1] | 58 | 75 |
Total | $ 340 | $ 678 | |
[1]Prepaid expenses and other current assets are stated as net of allowances. The allowance for Prepaid expenses and other current assets is based on the Company’s periodic assessment of the collectability of the accounts based on a combination of factors including the age of the balance, and the reasonability to use this asset. During 2023 and 2022, the Company recorded allowances for Prepaid expenses and other current assets in the amounts of $144 and $0, respectively. |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | ||
Depreciation expenses | $ 27 | $ 23 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Cost: | ||
Property and equipment, gross | $ 9,747 | $ 9,739 |
Less: accumulated depreciation | 9,686 | 9,659 |
Property and equipment, net | 61 | 80 |
Computer, software, and electronic equipment [Member] | ||
Cost: | ||
Property and equipment, gross | 8,583 | 8,575 |
Office furniture and equipment [Member] | ||
Cost: | ||
Property and equipment, gross | 872 | 872 |
Leasehold improvements [Member] | ||
Cost: | ||
Property and equipment, gross | $ 292 | $ 292 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Line Items] | |||
Recognized lease income | $ 119 | $ 168 | |
United States [Member] | |||
Leases [Line Items] | |||
Operating lease expiration date | Mar. 31, 2024 | ||
Israel [Member] | |||
Leases [Line Items] | |||
Operating lease expiration date | Dec. 31, 2025 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Supplemental Information Related to Leases - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Supplemental Information Related to Leases [Abstract] | ||
Operating lease right-of-use assets | $ 918 | $ 726 |
Current Operating lease liabilities | 498 | 445 |
Non-Current Operating lease liabilities | 405 | 237 |
Total Operating lease liabilities | $ 903 | $ 682 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Other Information - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Other Information [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities (cash paid in thousands) | $ 478 | $ 747 |
Weighted Average Remaining Lease Term | 1 year 9 months 18 days | 1 year 6 months |
Weighted Average Discount Rate | 10.20% | 3.49% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Lease Costs Components - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Lease Costs Components [Abstract] | ||
Fixed payments | $ 459 | $ 723 |
Variable payments that depend on an index or rate | 19 | 24 |
Total lease cost | $ 478 | $ 747 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Maturities of Operating Lease Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Maturities of Operating Lease Liabilities [Abstract] | ||
2024 | $ 548 | |
2025 | 433 | |
2026 | 6 | |
Total operating lease payments | 987 | |
Less: imputed interest | (84) | |
Present value of lease liabilities | $ 903 | $ 682 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - Schedule of Other Accrued Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Other Accrued Liabilities [Abstract] | ||
Accrued expenses | $ 955 | $ 1,190 |
Accrued standard warranty | 24 | 48 |
Other | 143 | 8 |
Total Other Accrued Liabilities | $ 1,122 | $ 1,246 |
Loans (Details)
Loans (Details) ₪ / shares in Units, $ / shares in Units, $ in Thousands, ₪ in Millions | 12 Months Ended | |||||||||
Nov. 30, 2021 USD ($) | Jan. 31, 2021 USD ($) | Jul. 01, 2020 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2023 ₪ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | Dec. 09, 2020 USD ($) | Dec. 09, 2020 ILS (₪) | ||
Loans [Line Items] | ||||||||||
Fund received | $ 150 | |||||||||
Total loan balance outstanding | $ 148 | |||||||||
Current maturities | 1,335 | $ 553 | ||||||||
Loan | $ 6,000 | ₪ 20 | ||||||||
Received loan | $ 3,000 | |||||||||
Additional loan | $ 2,000 | |||||||||
Common stock | [1] | 1 | 1 | |||||||
Additional funding amount of new lender | $ 1,000 | |||||||||
Increased value of new lender warrant | 1,800 | |||||||||
Outstanding loan | 4,339 | |||||||||
Current maturities | 1,333 | |||||||||
Loan agreement | $ 2,000 | |||||||||
Additional deposited | $ 2,000 | |||||||||
Exchange rate | (per share) | $ 1 | ₪ 3.627 | ||||||||
Common Stock [Member] | ||||||||||
Loans [Line Items] | ||||||||||
Common stock | $ 1,500 | |||||||||
Loans [Member] | ||||||||||
Loans [Line Items] | ||||||||||
Bear interest, percentage | 9.60% | 3.75% | 9.60% | |||||||
Current maturities | $ 2 | |||||||||
[1] Adjusted to reflect reverse stock split, see note 2(ff). |
Loans (Details) - Schedule of F
Loans (Details) - Schedule of Future Payments ₪ in Thousands, $ in Thousands | Dec. 31, 2023 USD ($) | Nov. 30, 2021 USD ($) | [1] | Nov. 30, 2021 ILS (₪) | [1] | Jan. 31, 2021 USD ($) | [1] | Jan. 31, 2021 ILS (₪) | [1] |
Schedule of Future Payments [Line Items] | |||||||||
2024 | $ 9 | $ 298 | ₪ 1,080 | $ 1,535 | ₪ 5,567 | ||||
2025 | 9 | 194 | 704 | 1,016 | 3,684 | ||||
2026 | 9 | 194 | 704 | 1,016 | 3,684 | ||||
2027 | 9 | 194 | 704 | 1,016 | 3,684 | ||||
2028 and thereafter | 225 | 16 | 59 | 84 | 305 | ||||
Less- accumulated interest | (113) | 221 | 804 | 1,003 | 3,635 | ||||
Total | $ 148 | $ 675 | ₪ 2,447 | $ 3,664 | ₪ 13,289 | ||||
[1] The exchange rate used in translation is $1 – 3.627 New Israeli Shekel. |
Convertible Note (Details)
Convertible Note (Details) - USD ($) $ / shares in Units, $ in Thousands | 4 Months Ended | 12 Months Ended | |||||
Jan. 31, 2022 | Apr. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | May 08, 2023 | |||
Convertible Note [Line Items] | |||||||
Company offering amount | $ 3,000 | ||||||
Convertible note offering, percentage | 6% | ||||||
Due date term | 3 years | ||||||
Common stock par value (in Dollars per share) | $ 0.0001 | [1] | $ 0.0001 | [1] | $ 0.0001 | ||
Convertible note offered | $ 3,000 | ||||||
Second closing, convertible notes | $ 60 | ||||||
Discounted conversion price | 40% | ||||||
Conversion price | $ 50 | ||||||
Conversion notes payable | 110% | ||||||
Financial expense | $ 1,753 | ||||||
Private Placement [Member] | |||||||
Convertible Note [Line Items] | |||||||
First closing, convertible notes | $ 2,100 | ||||||
IPO [Member] | |||||||
Convertible Note [Line Items] | |||||||
Discounted conversion price | 40% | ||||||
Common Stock [Member] | |||||||
Convertible Note [Line Items] | |||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||
convertible Note [Member] | |||||||
Convertible Note [Line Items] | |||||||
Annual interest, percentage | 6% | ||||||
[1] Adjusted to reflect reverse stock split, see note 2(ff). |
Convertible Note (Details) - Sc
Convertible Note (Details) - Schedule of Fair Value of the Notes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Conversion [Line Items] | ||
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 | 12 Months Ended | |
Mar. 28, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | |
Convertible Loan [Line Items] | |||
Principal loan amount, percentage | 40% | ||
Other financial expenses | $ 1,648 | ||
Convertible Loan Agreement [Member] | |||
Convertible Loan [Line Items] | |||
Aggregate principal amount | $ 2,000 | ||
Bear interest, percentage | 10% | ||
Principal loan amount, percentage | 300% |
Convertible Loan (Details) - Sc
Convertible Loan (Details) - Schedule of Fair Values - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Fair Values [Abstract] | ||
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 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies (Details) [Line Items] | ||
Royalties to be paid percentage | 100% | |
Received amount | $ 14,300 | |
Interest receivables | 15,736 | |
Repaid amount | 10,275 | |
Liability to pay royalties | 1,062 | $ 900 |
Company Repaid [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Repaid amount | $ 73 | $ 221 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares | |
Redeemable Convertible Preferred Stock [Line Items] | |
Aggregate gross proceeds (in Dollars) | $ | $ 5,000 |
Valuation amount (in Dollars) | $ | $ 15,000 |
Percentage of redeemable convertible preferred stock | 8 |
Series B Redeemable Convertible Preferred Stock [Member] | |
Redeemable Convertible Preferred Stock [Line Items] | |
Percentage of redeemable convertible preferred stock | 75 |
Price per share (in Dollars per share) | $ / shares | $ 0.9991 |
Series A Redeemable Convertible Preferred Stock [Member] | |
Redeemable Convertible Preferred Stock [Line Items] | |
Percentage of redeemable convertible preferred stock | 75 |
Price per share (in Dollars per share) | $ / shares | $ 0.60168 |
Series A Redeemable Convertible Preferred Stock [Member] | Liquidation Rights [Member] | |
Redeemable Convertible Preferred Stock [Line Items] | |
Percentage of redeemable convertible preferred stock | 8 |
Warrants (Details)
Warrants (Details) - USD ($) | 12 Months Ended | |||
May 17, 2022 | Aug. 24, 2016 | Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants [Line Items] | ||||
Estimated fair value | $ 145,000 | $ (1,658,000) | $ 1,049,000 | |
Other financial expenses (income) | (1,726) | 1,049,000 | ||
Comerica Warrants [Member] | ||||
Warrants [Line Items] | ||||
Estimated fair value | $ 8,000 | $ 8,000 | ||
Series B Redeemable Preferred Stock [Member] | ||||
Warrants [Line Items] | ||||
Purchase shares (in Shares) | 73,048 | |||
Exercise price per share (in Dollars per share) | $ 1.02672 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of Statement of Comprehensive Loss Related to the Warrants - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Statement of Comprehensive Loss Related to the Warrants [Abstract] | ||
Outstanding as of beginning of period | $ 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 (14(d)) | (314) | |
Outstanding as of end of period | $ 8 | $ 8 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||||||||||
Dec. 20, 2023 | Sep. 30, 2023 | Aug. 31, 2023 | Jul. 31, 2023 | May 31, 2023 | May 08, 2023 | May 17, 2022 | Jun. 30, 2015 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 08, 2023 | Nov. 17, 2022 | May 16, 2022 | May 02, 2022 | Dec. 31, 2021 | ||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | [1] | $ 0.0001 | [1] | |||||||||||||
Common stock, shares authorized | 30,000,000 | [1] | 30,000,000 | [1] | 30,000,000 | |||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||
Common stock, shares issued | 190,000 | 3,007,745 | [1] | 1,737,986 | [1] | |||||||||||||
Common stock, shares outstanding | [1] | 3,007,745 | 1,737,986 | |||||||||||||||
Net proceeds from offering (in Dollars) | $ 18,697 | |||||||||||||||||
Warrants excersiable | 29,487 | |||||||||||||||||
Warrant term | 5 years | 2 years | ||||||||||||||||
Fair value of warrants (in Dollars) | $ 145 | $ (1,658) | $ 1,049 | |||||||||||||||
Expected volatility | [2] | 54% | ||||||||||||||||
Contractual term | 10 years | |||||||||||||||||
Expected dividend yield rate | 0% | |||||||||||||||||
Principal amount (in Dollars) | $ 3,500 | |||||||||||||||||
Pre funded warrants purchase to common shares | 754,670 | 225,631 | ||||||||||||||||
Pre-funded warrants | 970,187 | 754,670 | ||||||||||||||||
Warrants exercise price reduced (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Exercise price of warrant (in Dollars per share) | $ 0.0001 | |||||||||||||||||
Other financial expenses (in Dollars) | $ 68 | |||||||||||||||||
Exercise of pre-funded warrant | 754,670 | 754,670 | ||||||||||||||||
Exercise price of pre-funded warrant (in Dollars per share) | $ 0.0001 | $ 0.0755 | $ 0.0755 | |||||||||||||||
Cash paid to underwriters (in Dollars) | $ 291 | $ 129 | ||||||||||||||||
Warrants to purchase common stock | 66,127 | 88,983 | ||||||||||||||||
Exercise price percentage | 125% | 125% | ||||||||||||||||
Offering share price (in Dollars per share) | $ 1.475 | |||||||||||||||||
Offering costs (in Dollars) | $ 223 | |||||||||||||||||
Issuance of Common stocks (in Dollars) | $ 172 | |||||||||||||||||
Prefunded warrants to purchase common stock | 970,187 | |||||||||||||||||
Offering cost (in Dollars) | $ 230 | $ 1,000 | ||||||||||||||||
Repurchase of common stock (in Dollars) | $ 1,000 | |||||||||||||||||
Purchase share of common stock | 7,920 | |||||||||||||||||
Total price (in Dollars) | $ 50 | |||||||||||||||||
Shareholders owning percentage | 10% | |||||||||||||||||
Total intrinsic value (in Dollars) | 17 | $ 291 | ||||||||||||||||
Total intrinsic value of options exercised (in Dollars) | $ 6 | |||||||||||||||||
Weighted average garnt-date fair value of the share options granted (in Dollars per share) | $ 4.2 | |||||||||||||||||
2015 Equity Incentive Plan [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Fair market value of shares | 110% | |||||||||||||||||
Shareholders owning percentage | 10% | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Common stock, shares issued | 301,000 | |||||||||||||||||
Common stock, shares outstanding | [3] | 3,007,745 | 1,737,986 | 205,040 | ||||||||||||||
Shares pursuant to the conversion features | [3] | 163,816 | ||||||||||||||||
Warrants to purchase common stock | 999,670 | |||||||||||||||||
Common Stock [Member] | 2015 Equity Incentive Plan [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Fair market value of shares | 100% | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Expected volatility | [2] | |||||||||||||||||
Risk-free rate | 3.25% | |||||||||||||||||
Maximum [Member] | Common Stock [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 30,000,000 | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Expected volatility | [2] | |||||||||||||||||
Risk-free rate | 3.21% | |||||||||||||||||
Minimum [Member] | Common Stock [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 11,009,315 | |||||||||||||||||
Black-Scholes Option-Pricing Model [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Common stock, shares issued | 61,756 | |||||||||||||||||
Fair value of warrants (in Dollars) | $ 55 | |||||||||||||||||
Expected volatility | 57% | |||||||||||||||||
Risk-free rate | 3.86% | |||||||||||||||||
Contractual term | 5 years 6 months | |||||||||||||||||
Share price (in Dollars per share) | $ 1.18 | |||||||||||||||||
Other income (expenses) (in Dollars) | $ 1,726 | |||||||||||||||||
Offering share price (in Dollars per share) | $ 4.6313 | |||||||||||||||||
Common Warrants [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||||||
Warrants excersiable | 1,271,187 | 944,670 | ||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 1.18 | |||||||||||||||||
Fair value of warrants (in Dollars) | $ 314 | |||||||||||||||||
Expected volatility | 54% | 54% | ||||||||||||||||
Risk-free rate | 4.60% | 3.49% | ||||||||||||||||
Contractual term | 5 years 6 months | |||||||||||||||||
Share price (in Dollars per share) | $ 1.1 | $ 3.7 | ||||||||||||||||
Warrants exercise price reduced (in Dollars per share) | $ 3.58 | $ 1.18 | ||||||||||||||||
Fair value (in Dollars) | $ 246 | $ 1,972 | ||||||||||||||||
Contractual term | 5 years 1 month 6 days | |||||||||||||||||
Purchase of common shares | 944,670 | |||||||||||||||||
Additional common warrants | 55,000 | |||||||||||||||||
Exercise price of warrant (in Dollars per share) | $ 2.75 | |||||||||||||||||
Underwriter Warrants [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Fair value of warrants (in Dollars) | $ 104 | |||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Shares pursuant to the conversion features | 90,009 | |||||||||||||||||
IPO [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Aggregate shares | 421,250 | |||||||||||||||||
After deducting underwriting discounts (in Dollars) | $ 1,000 | |||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 50 | |||||||||||||||||
Offering cost (in Dollars) | $ 1,450 | |||||||||||||||||
IPO [Member] | Common Stock [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Purchase of additional shares | 46,250 | |||||||||||||||||
Price per share (in Dollars per share) | $ 40 | |||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Net proceeds from offering (in Dollars) | $ 15,400 | |||||||||||||||||
Private Placement [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Gross amount (in Dollars) | $ 1,500 | |||||||||||||||||
Offering cost (in Dollars) | $ 400 | |||||||||||||||||
Non Voting Common Stock [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||||||
Common stock, shares authorized | 2,803,774 | 2,803,774 | ||||||||||||||||
Redeemed shares | 178,377 | |||||||||||||||||
Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||||||
Issued of common stock | 773,108 | |||||||||||||||||
Redeemable Convertible Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||||||||||||
Redeemable Convertible Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 7,988,691 | |||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 42,803,774 | |||||||||||||||||
Convertible Loan Agreement [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Conversion of shares | 163,816 | |||||||||||||||||
Black-Scholes Option-Pricing Model [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Expected volatility | 54% | |||||||||||||||||
Risk-free rate | 3.01% | |||||||||||||||||
Contractual term | 5 years | |||||||||||||||||
Expected dividend yield rate | 0% | |||||||||||||||||
Share price (in Dollars per share) | $ 19.5 | |||||||||||||||||
Black-Scholes Option-Pricing Model [Member] | Common Warrants [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Expected volatility | 54% | |||||||||||||||||
Risk-free rate | 4.60% | |||||||||||||||||
Contractual term | 5 years 1 month 6 days | |||||||||||||||||
Stock price per value (in Dollars per share) | $ 1.1 | |||||||||||||||||
Black-Scholes Option-Pricing Model [Member] | Underwriter Warrants [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Expected volatility | 56% | |||||||||||||||||
Black-Scholes Option-Pricing Model [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 2.75 | |||||||||||||||||
Total intrinsic value of options exercised (in Dollars) | $ 27 | |||||||||||||||||
Black-Scholes Option-Pricing Model [Member] | Underwriter Warrants [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Risk-free rate | 3.29% | |||||||||||||||||
Contractual term | 5 years 6 months | |||||||||||||||||
Share price (in Dollars per share) | $ 3.58 | |||||||||||||||||
Migdalor [Member] | Black-Scholes Option-Pricing Model [Member] | ||||||||||||||||||
Shareholders Equity [Line Items] | ||||||||||||||||||
Common stock, shares issued | 18,000 | |||||||||||||||||
[1] Adjusted to reflect reverse stock split, see note 2(ff). The expected volatility was based on the historical stock prices of publicly traded comparable companies. |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - Schedule of Awards Granted - shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | [1] | Dec. 31, 2015 | |
Options [Member] | ||||
Schedule of Awards Granted [Line Items] | ||||
Number of Awards | 400 | 16,778 | ||
Vesting Conditions | Over 4 years from grant date-25% every year (from the second year- 2.08% each month) | |||
Expiration Date | 10th anniversary of Grant Date | |||
RSU [Member] | ||||
Schedule of Awards Granted [Line Items] | ||||
Number of Awards | 45,100 | 59,200 | ||
Vesting Conditions | Over 3 years from grant date | |||
[1]Adjusted to reflect reverse stock split, see note 2(ff). |
Shareholders_ Equity (Details_2
Shareholders’ Equity (Details) - Schedule of Share Option Activity Under Option Plans - $ / shares | 12 Months Ended | |||||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |||||
Schedule of Share Option Activity Under Option Plans [Abstract] | ||||||||
Number of Options, Outstanding balance | 96,459 | 96,459 | 89,049 | |||||
Weighted- Average Exercise Price, Outstanding balance | $ 4.89 | $ 4.89 | [1] | $ 1.52 | [1] | |||
Weighted Average Remaining Contractual Life,Outstanding balance | 5 years 4 months 2 days | 5 years 5 months 4 days | 4 years 1 month 9 days | 5 years 4 months 2 days | ||||
Number of Options, Exercisable | 77,196 | 80,064 | 77,196 | |||||
Weighted- Average Exercise Price, Exercisable | $ 1.48 | [1] | $ 2.36 | $ 1.48 | [1] | |||
Weighted Average Remaining Contractual Life, Exercisable | 3 years 8 months 1 day | 4 years 4 months 9 days | ||||||
Number of Options, Granted | 400 | 16,778 | ||||||
Weighted- Average Exercise Price, Granted | $ 1.48 | $ 21.96 | [1] | |||||
Weighted Average Remaining Contractual Life, Granted | 9 years 8 months 15 days | |||||||
Number of Options, Exercised | (2,489) | (7,775) | ||||||
Weighted- Average Exercise Price, Exercised | $ 0.9 | $ 0.81 | [1] | |||||
Number of Options, Forfeited | (6,606) | (1,593) | ||||||
Weighted- Average Exercise Price, Forfeited | $ 22.74 | $ 15.09 | [1] | |||||
Number of Options, Outstanding balance | 96,459 | 89,049 | 87,764 | 96,459 | ||||
Weighted- Average Exercise Price, Outstanding balance | $ 4.89 | [1] | $ 1.52 | [1] | $ 3.63 | $ 4.89 | [1] | |
[1]Adjusted to reflect reverse stock split, see note 2(ff). |
Shareholders_ Equity (Details_3
Shareholders’ Equity (Details) - Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Options outstanding | 87,764 | 96,459 | [1] |
Options exercisable | 80,064 | 77,196 | |
Exercise price 0.64 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Exercise price (in Dollars per share) | $ 0.64 | $ 0.64 | |
Options outstanding | 30,309 | 31,236 | [1] |
Options exercisable | 30,309 | 31,236 | |
Exercise price 1.06 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Exercise price (in Dollars per share) | $ 1.06 | $ 1.06 | |
Options outstanding | 43,461 | 44,989 | [1] |
Options exercisable | 43,402 | 43,752 | |
Exercise price 1.48 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Exercise price (in Dollars per share) | $ 1.48 | ||
Options outstanding | 400 | ||
Options exercisable | 100 | ||
Exercise price 5.78 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Exercise price (in Dollars per share) | $ 5.78 | $ 5.78 | |
Options outstanding | 5,500 | 8,843 | [1] |
Options exercisable | 1,750 | ||
Exercise price 13.62 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Exercise price (in Dollars per share) | $ 13.62 | $ 13.62 | |
Options outstanding | 3,894 | 3,891 | [1] |
Options exercisable | 2,524 | 1,547 | |
Exercise price 40.00 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Exercise price (in Dollars per share) | $ 40 | $ 40 | |
Options outstanding | 4,200 | 7,500 | [1] |
Options exercisable | 1,979 | 661 | |
Weighted average remaining Term One [Member] | Exercise price 0.64 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Weighted average remaining contractual life (years) | 1 year 7 months 9 days | 2 years 7 months 9 days | |
Weighted average remaining Term One [Member] | Exercise price 1.06 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Weighted average remaining contractual life (years) | 4 years 5 months 8 days | 5 years 5 months 4 days | |
Weighted average remaining Term One [Member] | Exercise price 1.48 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Weighted average remaining contractual life (years) | 9 years 8 months 15 days | ||
Weighted average remaining Term One [Member] | Exercise price 5.78 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Weighted average remaining contractual life (years) | 8 years 11 months 15 days | 9 years 11 months 15 days | |
Weighted average remaining Term One [Member] | Exercise price 13.62 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Weighted average remaining contractual life (years) | 7 years 4 months 28 days | 8 years 4 months 28 days | |
Weighted average remaining Term One [Member] | Exercise price 40.00 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Weighted average remaining contractual life (years) | 8 years 8 months 19 days | 9 years 8 months 19 days | |
Weighted average remaining Term Two [Member] | Exercise price 0.64 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Weighted average remaining contractual life (years) | 1 year 7 months 9 days | 2 years 7 months 9 days | |
Weighted average remaining Term Two [Member] | Exercise price 1.06 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Weighted average remaining contractual life (years) | 4 years 5 months 4 days | 5 years 4 months 20 days | |
Weighted average remaining Term Two [Member] | Exercise price 1.48 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Weighted average remaining contractual life (years) | 9 years 8 months 15 days | ||
Weighted average remaining Term Two [Member] | Exercise price 5.78 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Weighted average remaining contractual life (years) | 8 years 11 months 15 days | ||
Weighted average remaining Term Two [Member] | Exercise price 13.62 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Weighted average remaining contractual life (years) | 7 years 4 months 28 days | 8 years 4 months 28 days | |
Weighted average remaining Term Two [Member] | Exercise price 40.00 [Member] | |||
Schedule of Ordinary Shares Issuable upon Outstanding Options and Exercisable Options [Line Items] | |||
Weighted average remaining contractual life (years) | 8 years 8 months 19 days | 9 years 8 months 19 days | |
[1]Adjusted to reflect reverse stock split, see note 2(ff). |
Shareholders_ Equity (Details_4
Shareholders’ Equity (Details) - Schedule of Fair Value of the Share Options Granted | 12 Months Ended | |
Dec. 31, 2022 | ||
Shareholders’ Equity (Details) - Schedule of Fair Value of the Share Options Granted [Line Items] | ||
Expected term of options (years) | 10 years | |
Expected common stock price volatility | 54% | [1] |
Expected dividend rate | 0% | |
Minimum [Member] | ||
Shareholders’ Equity (Details) - Schedule of Fair Value of the Share Options Granted [Line Items] | ||
Expected common stock price volatility | [1] | |
Risk-free interest rate | 3.21% | |
Maximum [Member] | ||
Shareholders’ Equity (Details) - Schedule of Fair Value of the Share Options Granted [Line Items] | ||
Expected common stock price volatility | [1] | |
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_5
Shareholders’ Equity (Details) - Schedule of Share-Based Compensation Expense for Share Options - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Options [Member] | ||
Schedule of Share-Based Compensation Expense for Share Options [Line Items] | ||
Cost of revenues | $ 3 | $ 3 |
Research and development | 23 | 26 |
Sales and marketing | 11 | 11 |
General and administrative | 11 | 12 |
Total Share-based compensation expense | 48 | 52 |
RSUs [Member] | ||
Schedule of Share-Based Compensation Expense for Share Options [Line Items] | ||
Cost of revenues | 9 | 3 |
Research and development | 53 | 18 |
Sales and marketing | 47 | 12 |
General and administrative | 220 | 135 |
Total Share-based compensation expense | $ 329 | $ 168 |
Shareholders_ Equity (Details_6
Shareholders’ Equity (Details) - Schedule of RSUs Activity under Option Plans - RSUs [Member] - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of RSUs, RSUs outstanding at the beginning of the year | [1] | 59,200 | ||
Weighted- Average Grant Date Fair Value, RSUs outstanding at the beginning of the year | $ 16.2 | |||
Number of RSUs, Granted during the year | 43,100 | 59,200 | [1] | |
Weighted- Average Grant Date Fair Value, Granted during the year | $ 3.33 | $ 16.2 | ||
Number of RSUs, Vested during the year | (29,520) | [1] | ||
Weighted- Average Grant Date Fair Value, Vested during the year | $ 12.36 | |||
Number of RSUs, Forfeited during the year | (1,500) | [1] | ||
Weighted- Average Grant Date Fair Value,Forfeited during the year | $ 16.2 | |||
Number of RSUs, RSUs outstanding at the end of the year | 71,280 | 59,200 | [1] | |
Weighted- Average Grant Date Fair Value, RSUs outstanding at the beginning of the year | $ 10.35 | $ 16.2 | ||
[1]Adjusted to reflect reverse stock split, see note 2(ff). |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Taxes [Line Items] | |
Federal income tax rate | 21% |
State taxes rate | 9% |
Corporate income tax rate | 23% |
Net operating loss carry forwards | $ 121,100 |
Loss carry forward | 4,410 |
Carryforward Tax Losses [Member] | |
Income Taxes [Line Items] | |
Net operating loss carry forwards | $ 2,966 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Loss Before Taxes on Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Loss Before Taxes on Income [Line Items] | ||
Domestic | $ 82 | $ (4,535) |
Foreign Subsidiary | (6,368) | (6,447) |
Total | $ (6,286) | $ (10,982) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Net Deferred Tax Assets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Net Deferred Tax Assets [Abstract] | |||
Loss carryforwards | $ 28,746 | $ 27,932 | |
Valuation allowance | (28,746) | (27,932) | $ (31,049) |
Total net deferred tax assets |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of changes in valuation allowance for deferred tax assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of changes in valuation allowance for deferred tax assets [Abstarct] | ||
Valuation allowance at beginning of year | $ 27,932 | $ 31,049 |
Changes in valuation allowance | 814 | (3,117) |
Valuation allowance at end of year | $ 28,746 | $ 27,932 |
Basic and Diluted Loss per Sh_3
Basic and Diluted Loss per Share (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | Dec. 31, 2021 | ||
Basic and Diluted Loss per Share [Line Items] | |||||
Warrants to purchase shares common stock exercise price (in Dollars per share) | $ 0.0001 | ||||
Options to purchase share | 87,764 | 96,459 | [1] | ||
Exercise price (in Dollars per share) | $ 3.63 | $ 4.89 | |||
Restricted stock units shares | 87,764 | 96,459 | 96,459 | 89,049 | |
Convertible Common Stock [Member] | |||||
Basic and Diluted Loss per Share [Line Items] | |||||
Convertible shares outstanding | 2,462,759 | 36,792 | |||
Restricted Stock Units [Member] | |||||
Basic and Diluted Loss per Share [Line Items] | |||||
Restricted stock units shares | 71,280 | 59,200 | |||
Average grant date fair value per share (in Dollars per share) | $ 10.35 | $ 16.2 | |||
[1]Adjusted to reflect reverse stock split, see note 2(ff). |
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 | 12 Months Ended | |||
May 08, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Numerator: | ||||
Net loss (in Dollars) | $ (6,286) | $ (10,982) | ||
Common shares outstanding used in computing net loss per share attributable to common shareholders (in Dollars) | $ 2,178,178 | $ 1,160,367 | ||
Pre-Funded warrants to purchase common shares | 754,670 | 225,631 | ||
Fully vested RSUs outstanding used in computing net loss per share attributable to common shareholders | 8,908 | 1,757 | ||
Weighted average number of shares basic | [1] | 2,412,717 | 1,162,124 | |
Net loss per share attributable to common shareholders – basic (in Dollars per share) | [1],[2] | $ (2.61) | $ (9.45) | |
[1] Adjusted to reflect reverse stock split, see note 2(ff). |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Schedule of Basic and Diluted Net Loss Per Share Attributable To Common Shareholders [Abstract] | |||
Weighted average number of shares diluted | [1] | 2,412,717 | 1,162,124 |
Net loss per share attributable to common shareholders – diluted | [1],[2] | $ (2.61) | $ (9.45) |
[1] Adjusted to reflect reverse stock split, see note 2(ff). |
Entity Wide Information and D_3
Entity Wide Information and Disagregated Revenues (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Entity Wide Information and Disagregated Revenues [Abstract] | |
Operating segment | 1 |
Remaining performance obligation (in Dollars) | $ 385 |
Net revenues | 10% |
Entity Wide Information and D_4
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Revenues by Geographic Areas - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Revenues by Geographic Areas [Line Items] | ||
Revenues | $ 5,606 | $ 8,831 |
North America [Member] | ||
Schedule of Revenues by Geographic Areas [Line Items] | ||
Revenues | 2,524 | 4,348 |
Europe, the Middle East and Africa [Member] | ||
Schedule of Revenues by Geographic Areas [Line Items] | ||
Revenues | 2,532 | 3,999 |
Asia Pacific [Member] | ||
Schedule of Revenues by Geographic Areas [Line Items] | ||
Revenues | 512 | 484 |
Israel [Member] | ||
Schedule of Revenues by Geographic Areas [Line Items] | ||
Revenues | $ 38 |
Entity Wide Information and D_5
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Revenues from Contract Liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Revenues from Contract Liability [Abstract] | ||
Opening balance | $ 648 | $ 673 |
Revenue recognized that was included in the contract liability balance at the beginning of the period | (544) | (593) |
Additions | 356 | 568 |
Remaining performance obligations | $ 460 | $ 648 |
Entity Wide Information and D_6
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Property and Equipment, Net and Operating Lease Right of Use Assets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Property and Equipment, Net and Operating Lease Right of Use Assets [Line Items] | ||
Other assts noncurrent | $ 979 | $ 806 |
Israel [Member] | ||
Schedule of Property and Equipment, Net and Operating Lease Right of Use Assets [Line Items] | ||
Other assts noncurrent | 788 | 335 |
North America [Member] | ||
Schedule of Property and Equipment, Net and Operating Lease Right of Use Assets [Line Items] | ||
Other assts noncurrent | $ 191 | $ 471 |
Entity Wide Information and D_7
Entity Wide Information and Disagregated Revenues (Details) - Schedule of Revenues Recognized - Revenue [Member] - Customer Concentration Risk [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Customer B [Member] | ||
Schedule of Revenues Recognized [Line Items] | ||
Percentage revenues | 16% | 33% |
Revenues net | $ 911 | $ 3,021 |
Customer D [Member] | ||
Schedule of Revenues Recognized [Line Items] | ||
Percentage revenues | 10% | |
Revenues net | $ 583 | |
Customer E [Member] | ||
Schedule of Revenues Recognized [Line Items] | ||
Percentage revenues | 16% | |
Revenues net | $ 1,475 | |
Customer F [Member] | ||
Schedule of Revenues Recognized [Line Items] | ||
Percentage revenues | 11% | |
Revenues net | $ 1,009 |
Other Financial Income (Expen_3
Other Financial Income (Expenses), Net (Details) - Schedule of Other Financial Income (Expenses), Net - USD ($) $ in Thousands | 12 Months Ended | ||
May 17, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Other Financial Income (Expenses), Net [Abstract] | |||
Change in convertible loan fair value | $ (1,648) | ||
Change in convertible note fair value | (1,753) | ||
Change in warrants’ fair value | $ (145) | 1,658 | (1,049) |
Exchange rates differences | 313 | 506 | |
Offering costs of warrants liabilities | (223) | ||
Other | 95 | (107) | |
Total | $ 1,843 | $ (4,051) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Dec. 15, 2022 | Apr. 30, 2022 | Jan. 31, 2022 | Dec. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2017 | Feb. 20, 2015 | Feb. 15, 2015 | ||
Related Party Transaction [Line Items] | |||||||||
Management fee | [1] | $ 5 | |||||||
Amendment offers success-based fee | [1] | $ 150 | |||||||
Funding amount | [1] | 4,000 | |||||||
Shareholder amount | [1] | $ 100 | |||||||
Aggregate amount paid | [1] | 100 | |||||||
Shareholder received an amount | [1] | $ 150 | |||||||
Convertible loan | [1] | $ 26 | |||||||
Restricted stock (in Shares) | [1] | 59,200 | |||||||
Shareholder Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shareholder additional amount | [1] | $ 50 | |||||||
Chief Executive Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Principal amount | [1] | $ 106 | |||||||
Aggregate purchase shares (in Shares) | [1] | 27,699 | |||||||
Purchase price per share (in Dollars per share) | [1] | $ 4.55 | |||||||
Aggregate purchase consideration | [1] | $ 126 | |||||||
Fair value price per share (in Dollars per share) | [1] | $ 0.55 | |||||||
Shares received (in Shares) | [1] | 12,500 | |||||||
Chief Financial Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares received (in Shares) | [1] | 2,500 | |||||||
Director [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Directors shares (in Shares) | [1] | 10,000 | |||||||
[1]Adjusted to reflect reverse stock split, see note 2(ff) |
Subsequent Events (Details)
Subsequent Events (Details) ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Feb. 29, 2024 USD ($) | Feb. 29, 2024 ILS (₪) | Jan. 15, 2024 USD ($) | Dec. 31, 2023 | |
New Credit Facility [Member] | ||||
Subsequent Event [Line Items] | ||||
Aggregate amount of the open customer invoices secured | 80% | |||
Borrowed amount | 30% | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Annual fixed interest rate | 5.50% | |||
Subsequent Event [Member] | New Credit Facility [Member] | ||||
Subsequent Event [Line Items] | ||||
Credit facility (in Dollars) | $ 1,500 | |||
Annual fixed interest rate | 1.50% | |||
Repayment of the loan | $ 550,000 | ₪ 2,000,000 |