Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | MY SIZE, INC |
Entity Central Index Key | 0001211805 |
Entity Tax Identification Number | 51-0394637 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 4 Hayarden St |
Entity Address, Address Line Two | P.O.B. 1026 |
Entity Address, City or Town | Airport City |
Entity Address, Postal Zip Code | 7010000 |
City Area Code | 972 |
Local Phone Number | 3-600-9030 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 2711 Centerville Road |
Entity Address, Address Line Two | Suite 400 |
Entity Address, City or Town | Wilmington |
Entity Address, State or Province | DE |
Entity Address, Postal Zip Code | 19808 |
City Area Code | 1-800 |
Local Phone Number | 927-9800 |
Contact Personnel Name | Corporation Service Company |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Current Assets: | |||||||
Cash and cash equivalents | $ 4,360 | $ 10,670 | $ 1,689 | ||||
Restricted cash | 262 | 273 | 85 | ||||
Inventory, net | 1,059 | ||||||
Restricted deposit | 184 | ||||||
Account receivables | 386 | 40 | 28 | ||||
Other receivables and prepaid expenses | 651 | 579 | 482 | ||||
Total current assets | 6,718 | 11,562 | 2,468 | ||||
Long term deposit | 28 | ||||||
Property and equipment, net | 144 | 112 | 128 | ||||
Right-of-use asset | 659 | 776 | 911 | ||||
Intangible asset | 294 | ||||||
Goodwill | 268 | ||||||
Investment in marketable securities | 80 | 108 | 59 | ||||
Total non-current assets | 1,473 | 996 | 1,098 | ||||
Total assets | 8,191 | 12,558 | 3,566 | ||||
Current liabilities: | |||||||
Right of use liability | 177 | 138 | 129 | ||||
Bank overdraft and short-term loans | 195 | ||||||
Trade payables | 749 | 635 | 381 | ||||
Other payables | 390 | ||||||
Account payables | 596 | 453 | 400 | ||||
Derivatives | 28 | 2 | 1 | ||||
Total current liabilities | 2,135 | 1,228 | 911 | ||||
Long term loans | 86 | ||||||
Deferred tax liabilities | 68 | ||||||
Long term right of use liability | 368 | 473 | 579 | ||||
Total non-current liabilities | 522 | 473 | 579 | ||||
COMMITMENTS AND CONTINGENCIES | |||||||
Total liabilities | 2,657 | 1,701 | 1,490 | ||||
Stockholders’ equity: | |||||||
Common stock value | 1 | [1] | 1 | [1] | 7 | [2] | |
Additional paid-in capital | 57,238 | [1] | 56,453 | [1] | 37,164 | ||
Accumulated other comprehensive loss | (584) | (406) | (424) | ||||
Accumulated deficit | (51,121) | (45,191) | (34,671) | ||||
Total stockholders’ equity | 5,534 | 10,857 | 2,076 | ||||
Total liabilities and stockholders’ equity | $ 8,191 | 12,558 | $ 3,566 | ||||
Previously Reported [Member] | |||||||
Current Assets: | |||||||
Cash and cash equivalents | 10,670 | ||||||
Restricted cash | 273 | ||||||
Restricted deposit | |||||||
Account receivables | 40 | ||||||
Other receivables and prepaid expenses | 579 | ||||||
Total current assets | 11,562 | ||||||
Property and equipment, net | 112 | ||||||
Right-of-use asset | 776 | ||||||
Investment in marketable securities | 108 | ||||||
Total non-current assets | 996 | ||||||
Total assets | 12,558 | ||||||
Current liabilities: | |||||||
Right of use liability | 138 | ||||||
Trade payables | 635 | ||||||
Account payables | 453 | ||||||
Derivatives | 2 | ||||||
Total current liabilities | 1,228 | ||||||
Long term right of use liability | 473 | ||||||
Total non-current liabilities | 473 | ||||||
COMMITMENTS AND CONTINGENCIES | |||||||
Total liabilities | 1,701 | ||||||
Stockholders’ equity: | |||||||
Common stock value | [2] | 24 | |||||
Additional paid-in capital | 56,430 | ||||||
Accumulated other comprehensive loss | (406) | ||||||
Accumulated deficit | (45,191) | ||||||
Total stockholders’ equity | 10,857 | ||||||
Total liabilities and stockholders’ equity | $ 12,558 | ||||||
[1]Prior period results have been retroactively adjusted to reflect the 1-for-25 reverse stock split of the issued and outstanding shares of common stock that was made on December 8, 2022. See notes 9b.[2]Prior period results have been retroactively adjusted to reflect the 1:25 reverse stock split of the issued and outstanding shares of common stock that was made on December 8, 2022. See notes 16b. |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Common Stock, Shares Authorized | 250,000,000 | 100,000,000 | |
Common Stock, Shares, Issued | 959,300 | 289,313 | |
Common Stock, Shares, Outstanding | 1,029,054 | 959,300 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||||||
Revenue from Contract with Customer [Abstract] | ||||||||||||
Revenues | $ 726 | $ 31 | $ 1,931 | $ 88 | $ 131 | $ 142 | ||||||
Cost of revenues | (877) | (1,607) | (2) | |||||||||
Gross profit | (151) | 31 | 324 | 88 | 131 | 140 | ||||||
Operating expenses | ||||||||||||
Research and development | (350) | (462) | (1,152) | (3,842) | (4,248) | (1,523) | ||||||
Sales and marketing | (672) | (521) | (2,526) | (1,798) | (2,336) | (2,196) | ||||||
General and administrative | (802) | (1,074) | (2,378) | (2,303) | (4,124) | (2,567) | ||||||
Total operating expenses | (1,824) | (2,057) | (6,056) | (7,943) | (10,708) | (6,286) | ||||||
Operating loss | (1,975) | (2,026) | (5,732) | (7,855) | (10,577) | (6,146) | ||||||
Financial income (expenses), net | (51) | 18 | (198) | 50 | 57 | (11) | ||||||
Net loss | (2,026) | (2,008) | (5,930) | (7,805) | (10,520) | (6,157) | ||||||
Other comprehensive income (loss): | ||||||||||||
Foreign currency translation differences | (300) | 8 | (178) | (8) | 18 | 115 | ||||||
Total comprehensive loss | $ (2,326) | $ (2,000) | $ (6,108) | $ (7,813) | $ (10,502) | $ (6,042) | ||||||
Basic and diluted loss per share | $ (2) | [1] | $ (3.25) | [1] | $ (5.75) | [1] | $ (15.50) | [1] | $ (17.75) | [2] | $ (27.75) | [2] |
Basic and diluted weighted average number of shares outstanding | 1,025,564 | [1] | 601,768 | [1] | 1,012,010 | [1] | 501,841 | [1] | 420,385 | [2] | 221,588 | [2] |
[1]Prior period results have been retroactively adjusted to reflect the 1:25 reverse stock split of the issued and outstanding shares of common stock that was made on December 8, 2022. See notes 9b.[2]Prior period results have been retroactively adjusted to reflect the 1:25 reverse stock split of the issued and outstanding shares of common stock that was made on December 8, 2022. See notes 16b. |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Common Stock [Member] Previously Reported [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total | Previously Reported [Member] | ||||
Beginning balance, value at Dec. 31, 2019 | [1] | $ 30,104,000 | [2] | $ (539,000) | $ (28,514,000) | $ 1,051,000 | |||||
Beginning balance, shares at Dec. 31, 2019 | [2] | 83,436 | |||||||||
Stock-based compensation related to options granted to employees and consultants | 645,000 | [2] | 645,000 | ||||||||
Issuance of shares, net of issuance cost of $768 | [1] | 5,995,000 | [2] | 5,995,000 | |||||||
Issuance of shares, net of issuance cost of $768, shares | [2] | 97,592 | |||||||||
Exercise of warrants and pre funded warrants | [1] | 99,000 | [2] | 99,000 | |||||||
Exercise of warrants and pre funded warrants, shares | [2] | 108,285 | |||||||||
Liability reclassified to equity () | [3] | 328,000 | [2] | 328,000 | |||||||
Total comprehensive loss | [2] | 115,000 | (6,157,000) | (6,042,000) | |||||||
Ending balance, value at Dec. 31, 2020 | [1],[4],[5] | 37,171,000 | [2],[4] | (424,000) | (34,671,000) | 2,076,000 | |||||
Ending balance, shares at Dec. 31, 2020 | 289,315 | [4] | 289,313 | [2] | |||||||
Stock-based compensation related to options granted to employees and consultants | [4] | 350,000 | [4] | 350,000 | |||||||
Exercise of options granted to employees | [5] | [4] | [4] | ||||||||
Exercise of options granted to employees, shares | [4] | 179 | |||||||||
Restricted shares issued to shareholder | [4],[5] | 2,618,000 | [4] | 2,618,000 | |||||||
Restricted shares issued to shareholder, shares | [4] | 100,000 | |||||||||
Issuance of shares, net of issuance cost of $768 | $ (1,000) | [4] | 5,034,000 | [4] | 5,035,000 | ||||||
Issuance of shares, net of issuance cost of $768, shares | [4] | 183,220 | |||||||||
Exercise of warrants | [4],[5] | 822,000 | [4] | 822,000 | |||||||
Exercise of warrants, shares | [4] | 30,072 | |||||||||
Total comprehensive loss | [4] | [4] | (8,000) | (7,805,000) | (7,813,000) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 1,000 | [4] | 45,995,000 | [4] | (432,000) | (42,476,000) | 3,088,000 | ||||
Ending balance, shares at Sep. 30, 2021 | [4] | 602,786 | |||||||||
Beginning balance, value at Dec. 31, 2020 | [1],[4],[5] | 37,171,000 | [2],[4] | (424,000) | (34,671,000) | 2,076,000 | |||||
Beginning balance, shares at Dec. 31, 2020 | 289,315 | [4] | 289,313 | [2] | |||||||
Stock-based compensation related to options granted to employees and consultants | 373,000 | [2] | 373,000 | ||||||||
Exercise of options granted to employees | [1] | [2] | |||||||||
Exercise of options granted to employees, shares | [2] | 179 | |||||||||
Restricted shares issued to shareholder | [6] | [1] | 2,618,000 | [2] | 2,618,000 | ||||||
Restricted shares issued to shareholder, shares | [2] | 100,000 | |||||||||
Issuance of shares, net of issuance cost of $768 | 1,000 | 12,582,000 | [2] | 12,583,000 | |||||||
Issuance of shares, net of issuance cost of $768, shares | [2] | 434,700 | |||||||||
Exercise of warrants | [1] | 3,709,000 | [2] | 3,709,000 | |||||||
Exercise of warrants, shares | [2] | 135,108 | |||||||||
Total comprehensive loss | [2] | 18,000 | (10,520,000) | (10,502,000) | |||||||
Ending balance, value at Dec. 31, 2021 | $ 1,000 | [7] | 56,453,000 | [2],[7] | (406,000) | (45,191,000) | 10,857,000 | $ 10,857,000 | |||
Ending balance, shares at Dec. 31, 2021 | 959,302 | [7] | 959,300 | [2] | |||||||
Beginning balance, value at Jun. 30, 2021 | $ 1,000 | [8] | 45,852,000 | [8] | (440,000) | (40,468,000) | 4,945,000 | ||||
Beginning balance, shares at Jun. 30, 2021 | [8] | 601,534 | |||||||||
Stock-based compensation related to options granted to employees and consultants | [8] | 118,000 | [8] | 118,000 | |||||||
Exercise of options granted to employees | [9] | [8] | [8] | ||||||||
Exercise of options granted to employees, shares | [8] | 179 | |||||||||
Exercise of warrants | [8],[9] | 25,000 | [8] | 25,000 | |||||||
Exercise of warrants, shares | [8] | 1,073 | |||||||||
Total comprehensive loss | [8] | [8] | 8,000 | (2,008,000) | (2,000,000) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 1,000 | [4] | 45,995,000 | [4] | (432,000) | (42,476,000) | 3,088,000 | ||||
Ending balance, shares at Sep. 30, 2021 | [4] | 602,786 | |||||||||
Beginning balance, value at Dec. 31, 2021 | $ 1,000 | [7] | 56,453,000 | [2],[7] | (406,000) | (45,191,000) | 10,857,000 | $ 10,857,000 | |||
Beginning balance, shares at Dec. 31, 2021 | 959,302 | [7] | 959,300 | [2] | |||||||
Stock-based compensation related to options granted to employees and consultants | [7] | 327,000 | [7] | 327,000 | |||||||
Total comprehensive loss | [7] | [7] | (178,000) | (5,930,000) | (6,108,000) | ||||||
Issuance of shares in Business Combination | [10] | [7] | 458,000 | [7] | $ 458,000 | ||||||
Issuance of shares in Business Combination, shares | 69,752 | [7] | 1,743,781 | ||||||||
Ending balance, value at Sep. 30, 2022 | $ 1,000 | [7] | 57,238,000 | [7] | (584,000) | (51,121,000) | $ 5,534,000 | ||||
Ending balance, shares at Sep. 30, 2022 | [7] | 1,029,054 | |||||||||
Beginning balance, value at Jun. 30, 2022 | $ 1,000 | [11] | 57,073,000 | [11] | (284,000) | (49,095,000) | 7,695,000 | ||||
Beginning balance, shares at Jun. 30, 2022 | [11] | 1,022,077 | |||||||||
Stock-based compensation related to options granted to employees and consultants | [11] | 165,000 | [11] | 165,000 | |||||||
Total comprehensive loss | [11] | [11] | (300,000) | (2,026,000) | (2,326,000) | ||||||
Issuance of shares in Business Combination | [12] | [11] | |||||||||
Issuance of shares in Business Combination, shares | [11] | 6,977 | |||||||||
Ending balance, value at Sep. 30, 2022 | $ 1,000 | [7] | $ 57,238,000 | [7] | $ (584,000) | $ (51,121,000) | $ 5,534,000 | ||||
Ending balance, shares at Sep. 30, 2022 | [7] | 1,029,054 | |||||||||
[1]Represents an amount of less than $1.[2]Prior period results have been retroactively adjusted to reflect the 1:25 reverse stock split of the issued and outstanding shares of common stock that was made on December 8, 2022. See notes 16b.[3] See note 2 b See note 1 b |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance of cost net | $ 1,160 | $ 1,160 |
Condensed Consolidated Interi_6
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Cash flows from operating activities: | ||||||
Net loss | $ (5,930) | $ (7,805) | $ (10,520) | $ (6,157) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation and amortization | 116 | 31 | ||||
Noncash lease expenses | 30 | 32 | ||||
Depreciation | 42 | 40 | ||||
Amortization of operating lease right-of-use asset | 43 | 42 | ||||
Revaluation of derivatives | 26 | (1) | 1 | |||
Revaluation of investment in marketable securities | 28 | (46) | (49) | (33) | ||
Expenses arising from restricted shares issued to compensate waiver by a shareholder | 2,618 | 2,618 | ||||
Financing expenses | 32 | |||||
Stock based compensation | 327 | 350 | 373 | 645 | ||
(Increase) in account receivables | (281) | (9) | (12) | 13 | ||
Decrease in other receivables and prepaid expenses | 140 | 359 | (99) | (155) | ||
(Increase) in inventory | (288) | |||||
Increase in other payables | 390 | |||||
(Decrease) in deferred tax liabilities | (19) | |||||
(Decrease) Increase in trade payables | (503) | 176 | 253 | (69) | ||
Increase in account payables | 74 | 311 | 53 | (5) | ||
Net cash used in operating activities | (5,858) | (3,984) | (7,297) | (5,679) | ||
Cash flows from investing activities: | ||||||
Acquisition of a subsidiary, net of cash acquired | (300) | |||||
Change in restricted deposits | 184 | |||||
Proceeds from short-term deposits, net | ||||||
Proceeds from (investment in) restricted deposits, net | 184 | (170) | ||||
Investment in right to use asset | (25) | |||||
Purchase of property and equipment | (27) | (12) | (23) | (16) | ||
Net cash provided by (used in) investing activities | (327) | 172 | 161 | (211) | ||
Cash flows from financing activities: | ||||||
Proceeds from issuance of shares, net of issuance costs | 5,035 | 12,583 | 5,995 | |||
Short term loans | 18 | |||||
Repayment of short-term loans | (15) | |||||
Repayment of long-term loans | (42) | |||||
Proceeds from Exercise of warrants | 822 | 3,709 | ||||
Net cash provided by (used in) financing activities | (39) | 5,857 | 16,292 | 6,094 | ||
Effect of exchange rate fluctuations on cash and cash equivalents | (97) | (10) | 13 | 104 | ||
Increase (decrease) in cash, cash equivalents and restricted cash () | (6,321) | [1] | 2,035 | [1] | 9,169 | 308 |
Cash, cash equivalents and restricted cash at the beginning of the period | 10,943 | 1,774 | 1,774 | 1,466 | ||
Cash, cash equivalents and restricted cash at the end of the period | 4,622 | 3,809 | $ 10,943 | $ 1,774 | ||
Non cash activities: | ||||||
Shares issued in Acquisition of a subsidiary | 457 | |||||
Restricted shares issued to shareholder | $ 2,618 | |||||
[1]$ 6,310 11 |
Condensed Consolidated Interi_7
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Cash Flows [Abstract] | ||
Increase (decrease) in cash, cash equivalents | $ 6,310 | $ 6,310 |
Increase (decrease) in restricted cash | $ 11 | $ 11 |
General
General | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
General | Note 1 - General a. My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel e-commerce market to the courier services market and to the Do It Yourself smartphone and tablet apps market. The technology is driven by proprietary algorithms which are able to calculate and record measurements in a variety of novel ways. Following the acquisition of Orgad International Marketing Ltd. (“Orgad”) in February 2022 (see note 6), the Company also operates an omnichannel e-commerce platform. The Company has five subsidiaries, My Size Israel 2014 Ltd (“My Size Israel”), Topspin Medical (Israel) Ltd., and Orgad all of which are incorporated in Israel, and My Size LLC which was incorporated in the Russian Federation and Naiz Bespoke Technologies, S.L., a limited liability company incorporated under the laws of Spain (see note 9). References to the Company include the subsidiaries unless the context indicates otherwise. b. During the nine-month period ended September 30, 2022, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $ 51,121 The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of September 30, 2022, management is of the opinion that its existing cash will be sufficient to fund operations for a period less than 12 months. As a result, there is substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale of additional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing, it may need to cease operations. The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern. c. In late 2019, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largely concentrated in China, it spread globally. Many countries around the world, including Israel, have from time to time implemented significant governmental measures to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct of business. While the COVID-19 pandemic did not materially adversely affect the Company’s consolidated financial results and operations during the three and nine months ended September 30, 2022, the COVID-19 pandemic affected the Company’s operations in 2020 and 2021. The pandemic may continue to have an impact on the Company’s business, operations, and financial results and conditions, directly and indirectly, including, without limitation, impacts on the health of the Company’s management and employees, its operations, marketing and sales activities, and on the overall economy. The extent to which COVID-19 impacts the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain COVID-19 or treat its impact. | NOTE 1 - GENERAL General a. My Size, Inc. is developing unique measurement technologies based on algorithms with applications in a variety of areas, from the apparel e-commerce market, to the courier services market and to the Do It Yourself (“DIY”) smartphone and tablet apps market. The technology is driven by proprietary algorithms, which are able to calculate and record measurements in a variety of novel ways. The Company has three subsidiaries, My Size Israel 2014 Ltd. (“My Size Israel”) and Topspin Medical (Israel) Ltd., both of which are incorporated in Israel and My Size LLC which was incorporated in Russian Federation. References to the Company include the subsidiaries unless the context indicates otherwise. My Size, Inc., was incorporated and commenced operations in September 1999, as Topspin Medical Inc. (“Topspin”), a private company registered in the State of Delaware. In December 2013, the Company changed its name to Knowledgetree Ventures Inc. Subsequently, in February 2014, the Company changed its name to My Size, Inc. Topspin was engaged, through its Israeli subsidiary, in research and development in the field of cardiology and urology. Since September 1, 2005, the Company has traded on the Tel Aviv Stock Exchange (“TASE”). Between 2007 and 2012 the Company reported as a public company with the U.S. Securities and Exchange Commission (the “SEC”). In August 2012, the Company suspended its reporting obligations under Section 13(a) and 15(d) of the Securities Exchange Act of 1934. In mid-2015, the Company resumed reporting as a public company. b. On January 9, 2014, at the Company’s general meeting of shareholders, its shareholders approved an engagement with one of the Company’s investors (the “Seller”) for the purchase of rights in a Venture (the “Venture”), including the rights to the method and the certain patent application that had been filed by the Seller (the “Assets”). The Venture relates to the development of technologies and applications which will assist the consumer to take his or her body measurements accurately using a mobile device to ensure the purchase of clothing with the best possible fit without the need to try them on. In February 2014, the Company established a wholly owned subsidiary, My Size (Israel) 2014 Ltd., a company registered in Israel, which is currently engaged in the development of the Venture described above. In return for purchasing an interest in the Venture, the Company undertook to pay the Seller 18 seven years As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time, on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, the Company’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 In such an event, Seller may repurchase the interest in the Venture at a market price to be determined by an independent third party valuation consultant, who shall be chosen by agreement by the parties, and the audit committee shall conduct the negotiations on behalf of the Company to determine the identity of the consultant. On May 26, 2021, the Company, My Size Israel and Shoshana Zigdon entered into an Amendment to Purchase Agreement (the “Amendment”) which made certain amendments to a Purchase Agreement between the parties dated February 16, 2014 (the “Purchase Agreement”). Pursuant to the Amendment, Ms. Zigdon agreed to irrevocably waive the right to repurchase certain assets related to the collection of data for measurement purposes that My Size Israel acquired from Ms. Zigdon under the Purchase Agreement and upon which the Company’s business is substantially dependent, and all past, present and future rights in any of the intellectual property rights sold, transferred and assigned to My Size Israel under the Purchase Agreement and any modifications, amendments or improvements made thereto, including, without limitation, any compensation, reward or any rights to royalties or to receive any payment or other consideration whatsoever in connection with such intellectual property rights (the “Waiver”). In consideration of the Waiver, the Company issued 100,000 shares of common stock to Ms. Zigdon in a private placement. MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 1 - GENERAL (Cont.) c. On July 25, 2016, the Company’s common stock began publicly trading on the Nasdaq Capital Market under the symbol “MYSZ”. The Company’s shares of common stock are listed both on the Nasdaq Capital Market and TASE. d. Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $ 45,191 . The Company has financed its operations mainly through fundraising from various investors. The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Taking into account the proceeds from warrant exercises and the Company’s financing in October 2021 described in note 10c and 10f below managements believes that cash on hand will be sufficient to meet its obligations. Nevertheless, due to the recent acquisition of Orgad (as described in note 16a below) there is uncertainty regarding the expected cash burn in the foreseeable future, and as such there is substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include the continued commercialization of the Company’s products and securing sufficient financing through the sale of additional equity securities, debt or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them, on terms that are acceptable to it, or at all. If the Company is unsuccessful in commercializing its products and securing sufficient financing, it may need to cease operations. The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern. e. The Company operates in one reportable segment and all of its long-lived assets are located in Israel. f. In late 2020, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to Israel and the United States, and infections have been reported globally. Many countries around the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. The Company has implemented remote working and work place protocols for its employees in accordance with government requirements. In addition, while the Company has seen an increased demand for MySizeID, the COVID-19 pandemic has had a particularly adverse impact on the retail industry and this has resulted in an adverse impact on the Company’s marketing and sales activities. The extent to which COVID-19 continues to impact the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain COVID-19 or treat its impact. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | Note 2 - Significant Accounting Policies a. Unaudited condensed consolidated financial statements: The accompanying unaudited condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements are comprised of the financial statements of the Company. In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair presentation. All intercompany accounts and transactions have been eliminated. Certain information required by U.S. generally accepted accounting principles (“GAAP”) has been condensed or omitted in accordance with rules and regulations of the SEC. Operating results for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021. MY SIZE, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Interim Financial Statements (Unaudited) U.S. dollars in thousands (except share data and per share data) Note 2 - Significant Accounting Policies (cont.) b. Significant Accounting Policies: The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements, except the following new policies which were adopted following the business combination (see note 6): 1. Inventories Inventories are measured at the lower of cost or net realizable value. The cost of inventories comprises of the costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business. At the point of the loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. 2. Revenue Recognition Since the acquisition of Orgad (see note 6 - Business combination), the Company’s revenues are comprised of two main categories: (1) selling products to customers, and (2) licensing cloud-enabled software subscriptions, associated software maintenance and support. Revenue from sale of products Revenue from sale of products is recognized at the time the related performance obligation is satisfied by transferring a promised good to a customer. Revenue is recognized net of allowances for refunds and any taxes collected from customers, which are subsequently remitted to governmental authorities. Refunds are estimated at contract inception and updated at the end of each reporting period if additional information becomes available. Revenue is recognized when control of the product is transferred to the customer. The Company maintains a returns policy that allows its customers to return product within a specified period of time. The estimate of the provision for returns is based upon historical experience with actual returns. Revenue from licensing The Company recognizes revenue in accordance with ASC Topic 606, Revenues from Contracts with Customers (“ASC 606”). A contract with a customer exists only when: the parties to the contract have approved it and are committed to perform their respective obligations, the Company can identify each party’s rights regarding the distinct goods or services to be transferred (“performance obligations”), the Company can determine the transaction price for the goods or services to be transferred, the contract has commercial substance and it is probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. MY SIZE, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Interim Financial Statements (Unaudited) U.S. dollars in thousands (except share data and per share data) Note 2 - Significant Accounting Policies (cont.) Principal versus Agent Considerations The Company follows the guidance provided in ASC 606 for determining whether it is a principal or an agent in arrangements with customers, by assessing whether the nature of the Company’s promise is a performance obligation to provide the specified goods (principal) or to arrange for those goods to be provided by the other party (agent). With regard to products being sold by Orgad through Amazon, this determination involves judgment. The Company determined it is a principal, as it has determined that it controls the promised product before it is transferred to the end customers, it is primarily responsible for fulfilling the promise to provide the goods, and it has discretion in establishing prices. Therefore, the revenues are recorded on a gross basis. 3. Business combinations The Company applies the provisions of ASC 805, “Business Combination” and allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, the Company estimated the future expected cash flows from acquired platform from a market participant perspective, useful lives and discount rates. In addition, management makes significant estimates and assumptions, which are uncertain, but believed to be reasonable. Significant estimates in valuing certain intangible assets include but are not limited to future expected cash flows from acquired platforms from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. 4. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Under ASC 350, “Intangible - Goodwill and Other”, goodwill is not amortized, but rather is subject to an annual impairment test. ASC 350 requires goodwill to be tested for impairment at the reporting unit level at least annually, the fourth quarter ASC 350 allows Alternatively , ASC 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test. There were no impairment charges to goodwill during the period presented. MY SIZE, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Interim Financial Statements (Unaudited) U.S. dollars in thousands (except share data and per share data) Note 2 - Significant Accounting Policies (cont.) 5. Intangible assets Intangible assets consist of identifiable intangible assets that the Company has acquired from previous business combinations. Intangible assets are recorded at costs, net of accumulated amortization. The Company amortizes its intangible assets reflecting the pattern in which the economic benefits of the intangible assets are consumed. When a pattern cannot be reliably determined, the Company uses a straight-line amortization method. The estimated useful lives of the company’s intangible assets are as follows: Schedule of Intangible Assets Estimated Useful Lives years Selling Platform 3 Each period the Company evaluates the estimated remaining useful lives of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization c. Use of estimates: The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. MY SIZE, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Interim Financial Statements (Unaudited) U.S. dollars in thousands (except share data and per share data) | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies The consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S. GAAP”), applied on a consistent basis, as follows a. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. b. Functional currency The currency of the primary economic environment in which the operations of the Company is conducted is the United States Dollar and thus it is the Company’s functional currency. The reporting currency according to which these financial statements are prepared is the U.S. dollar. The currency of the primary economic environment in which the operation of the Subsidiary, My Size Israel functional currency is the New Israeli Shekel (“NIS”). The currency of the primary economic environment in which the operation of the Subsidiary, My Size LLC, functional currency is Russian Ruble. MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) c. Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. d. Cash equivalents Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at the date acquired. e. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets, at the following annual rates: Schedule of Property and Equipment Annual Rate % Computers and peripheral equipment 33 Office furniture and equipment 7 15 Leasehold improvements Over the term of the lease or the useful life of the improvements, whichever is shorter f. Impairment of long-lived assets The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less selling costs. During the periods ended December 31, 2021 and 2020, no g. Severance pay The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employees in Israel are entitled to have monthly deposits, at a rate of 8.33 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) h. Research and development costs Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are for wages, related expenses and subcontractors. i. Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferred tax assets to the amount more likely than not to be realized. As of December 31, 2021, and 2020, a full valuation allowance was established by the Company. The Company implements a two-step approach to recognize and measure the benefit of its 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 greater than 50 percent (cumulative basis) likely to be realized upon settlement no j. Accounting for stock-based compensation The Company accounts for its employees’ stock-based compensation as an expense in the financial statements based on ASC 718. All awards are equity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach to recognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial and Black Scholes option pricing-model. The Company recorded stock options issued to non-employees at the grant date fair value, and recognizes expenses over the related service period by using the straight-line attribution approach in accordance with ASU 2018-07. All awards are equity classified. The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends. The risk-free interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield from US treasury zero-coupon bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) k. Fair value of financial instruments ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework for measuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. In addition, the fair value of assets and liabilities should include consideration of non-performance risk, which for the liabilities described below includes the Company’s own credit risk. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends. The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publicly-traded company on the OTCQB. Due to sales restrictions on the sale of the iMine shares, the fair value of the shares was measured on the basis of the quoted market price for an otherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the sales restrictions and is therefore, ranked as Level 2 asset. l. Basic and diluted net loss per share Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted net income per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutive potential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the years ended December 31, 2021 and 2020, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive. m. Concentrations of credit risk Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents. Cash and cash equivalents are invested in banks in Israel and United States. Such deposits in Israel may be in excess of insured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments. The Company and its subsidiaries have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) n. Revenue from contracts with customers The Company implemented ASC 606, Revenue from Contract with Customers. To recognize revenue under ASC 606, the Company applies the following five steps: 1. Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with a customer and the Company determines that collection of substantially all consideration for the services is probable. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for providing the service to the customer. 4. Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. 5. Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognized over the service term. The Company’s revenue is derived from License cloud-enabled software subscriptions, associated software maintenance and support. Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which may be capable of being distinct and accounted for as separate performance obligations. In case of offerings such as cloud-enabled license services, other service elements in the contract are generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscription services. Product, Subscription and Services Offerings Such performance obligations include cloud-enabled subscriptions, software maintenance and technical support. Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of the software. Cloud-hosted subscription services are sold on a fee-per-subscription that is based on consumption or usage (per fit recommendation). The Company recognizes revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactions where the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with the committed transactions are first made available to the customer and continuing through the end of the contractual service term. Over-usage fees and fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in the transaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated to the period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term as the customer simultaneously receives and consumes the benefit of the underlying service. MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) o. Contingencies and Commitments Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. p. Derivative instruments The Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. q. Leases The Company implemented ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 is intended to increase transparency and comparability of accounting for lease transactions. For all leases with terms greater than twelve months, the guidance requires lessees to recognize right-of-use assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative information about lease transactions. The standard maintains a distinction between finance leases and operating leases. The Company leases include an office space lease agreement for 36 months, with an option to extend for an additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. For the office rent lease, the Company has elected to account for the lease and non-lease maintenance components as a single lease component. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, including in-substance fixed payments, owed over the lease term. p. Restricted cash Restricted cash are deposits for rent, credit card and for hedging activities. MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | NOTE 3 - CASH AND CASH EQUIVALENTS Cash and Cash Equivalents The Company’s cash and cash equivalents balance at December 31, 2021 and 2020 is denominated in the following currencies: Schedule of Cash and Cash Equivalent Balance 2021 ` 2020 December 31, 2021 2020 US Dollars 10,184 1,217 New Israeli Shekels 433 455 Other 53 17 10,670 1,689 |
Other Receivables and Prepaid E
Other Receivables and Prepaid Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Other Receivables and Prepaid Expenses | NOTE 4 - OTHER RECEIVABLES AND PREPAID EXPENSES Other Receivables and Prepaid Expenses Schedule of Other Receivables and Prepaid Expenses 2021 2020 December 31, 2021 2020 Prepaid expenses and other current assets 429 413 Government authorities 17 19 Other 133 50 Total 579 482 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 5 - PROPERTY AND EQUIPMENT, NET Property and Equipment, Net Schedule of Property and Equipment, Net Computers Office Leasehold Total Cost Balance as at January 1, 2020 156 52 55 263 Additions 16 - - 16 Disposals (2 ) - - (2 ) Translation adjustments 12 6 5 23 Balance as at December 31, 2020 182 58 60 300 Balance as at January 1, 2021 182 58 60 300 Additions 23 - - 23 Translation adjustments 7 2 2 11 Balance as at December 31, 2021 212 60 62 334 Accumulated Depreciation Balance as at January 1, 2020 112 8 2 122 Additions 26 5 9 40 Disposals (2 ) - - (2 ) Translation adjustments 10 1 1 12 Balance as at December 31, 2020 146 14 12 172 Balance as at January 1, 2021 146 14 12 172 Additions 27 5 10 42 Translation adjustments 6 1 1 8 Balance as at December 31, 2021 179 20 23 222 Carrying amounts As at December 31, 2020 36 44 48 128 As at December 31, 2021 33 40 39 112 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | NOTE 6 - LEASES Leases In August 2019, the Company entered into an office space lease agreement. The lease term is for 36 August 20, 2022 option to extend for an additional 36 months 14 45,000 In addition, The Company entered into a three-year cancelable operating lease agreement for cars. Approximate future minimum remaining rental payments due under these leases are as follows: Schedule of Future Minimum Remaining Rental Payments Year Ending: 2022 $ 175 2023 $ 184 2024 $ 184 2025 $ 123 These leases generally have terms which range from 1 year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are included in the lease term when it is reasonably certain that the Company will exercise the option . These operating leases are included in “Right of use asset” on the Company’s December 31, 2021 consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligations to make lease payments are included in the current liabilities as “Operating lease liability” and in the non-current liabilities as “Operating lease liability - long term” on the Company’s December 31, 2021 consolidated balance sheets. As of December 31, 2021, right-of-use of asset was $ 776 operating lease liabilities were $ 138 and non current Operating lease liabilities were $ 473 . Right-of-use asset includes the capitalization of improvements (net of amortization) amounting to $ 164 . Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The interest rate used to discount future lease payment was 8.69 Maturities of lease liabilities as of December 31, 2021 were as follows: Schedule of Maturities of Lease Liabilities Year Ending: 2022 $ 180 2023 $ 191 2024 $ 191 2025 $ 127 Thereafter $ 689 Less imputed interest: $ (78 ) Total lease liabilities $ 611 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 - RELATED PARTY TRANSACTIONS Related Party Transactions A. Balances with related parties: The following related party payables are included in trade payables and accounts payable. Schedule of Related Party Payables 2021 2020 December 31, 2021 2020 Officers (*) 43 38 Directors 20 11 Due to related parties 63 49 (*) The amount includes the net salary payable. B. Related parties benefits: Schedule of Related Parties Benefits 2021 2020 Year ended 2021 2020 Salaries and related expenses 852 788 Share based payments 73 467 Directors 58 48 Related parties benefits 983 1,303 |
Financial Instruments
Financial Instruments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Financial Instruments | NOTE 8 - FINANCIAL INSTRUMENTS Financial Instruments The following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classification within the fair value hierarchy: Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis December 31, 2021 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets Investment in marketable securities - 108 - December 31, 2021 Fair value hierarchy Level 1 Level 2 Level 3 Financial liabilities Warrants and derivative - 2 - December 31, 2020 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets Investment in marketable securities - 59 - December 31, 2020 Fair value hierarchy Level 1 Level 2 Level 3 Financial liabilities Warrants derivative - 1 - MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 8 - FINANCIAL INSTRUMENTS (Cont.) The carrying amounts of cash and cash equivalents, restricted cash, short term restricted deposit, accounts receivable, other receivables and prepaid expenses, trade payable and accounts payable approximate their fair value due to the short-term maturities of such instruments. At December 31, 2021, the recognized gain and fair value (based on quoted market prices with a discount due to security- restrictions on iMine shares) of the marketable securities were $ 49 and $ 108 , respectively (at December 31, 2020 33 and $ 59 , respectively). | |
Financial Instruments | Note 3 - Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable, other receivables, trade payables and accounts payable approximate their fair value due to the short-term maturities of such instruments. The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publicly traded company on the OTCQB. Due to sales restrictions on the sale of the iMine shares, the fair value of the shares was measured on the basis of the quoted market price for an otherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the sales restrictions and is therefore, ranked as Level 2 assets. Schedule of Significant Assets and Liabilities Measured at Fair Value on Recurring Basis September 30, 2022 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets Investment in marketable securities (*) - 80 - September 30, 2022 Fair value hierarchy Level 1 Level 2 Level 3 Financial liabilities Derivatives - 28 - MY SIZE, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Interim Financial Statements (Unaudited) U.S. dollars in thousands (except share data and per share data) Note 3 - Financial Instruments (Cont.) December 31, 2021 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets Investment in marketable securities (*) - 108 - (*) For the nine and three-month periods ended September 30, 2022 and 2021, the recognized gain (loss) (based on quoted market prices with a discount due to security restrictions on iMine shares) of the marketable securities was ($ 28 17 46 24 December 31, 2021 Fair value hierarchy Level 1 Level 2 Level 3 Financial liabilities Derivatives - 2 - |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Taxes on Income | NOTE 9 - TAXES ON INCOME Taxes on Income a. On December 31, 2021, the Company had U.S. federal net operating loss carryforwards of approximately $ 26,000 available to reduce future taxable income. Utilization of the U.S. net operating losses may be subject to substantial limitations due to the change of ownership provisions of the Internal Revenue Code of 1986. The U.S. Company has final tax assessments through 2013. On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changes U.S. tax law by, among other things, lowering the U.S. corporate income tax rate from a maximum of 35 21 b. Foreign tax: 1. Tax rates: Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries: Schedule of Tax Rates Relevant to the Company's Israeli Subsidiary 2021 - 23 2020 - 23 2. The Company’s Israeli subsidiaries have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately $ 64,000 as of December 31, 2021. Of these losses, a total of $ 47,500 are owned by Topspin Medical (Israel) Ltd. Topspin tax losses may be offset only by future income with respect to the same operational activity by which it was incurred for an indefinite period of time. The other losses are owned by My Size Israel 2014 Ltd and may be carryforward to offset against future income for an indefinite period of time. 3. Topspin Medical (Israel) Ltd. and My Size (Israel) 2014 Ltd. has final tax assessments through 2015. c. U.S. and foreign components of loss from continuing operations, before income taxes consisted of: Schedule of Components of Loss From Continuing Operations, Before Income Taxes 2021 2020 December 31, 2021 2020 U.S (3,802 ) (2,334 ) Non-U.S. (foreign) (6,718 ) (3,823 ) Net loss (10,520 ) (6,157 ) MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 9 - TAXES ON INCOME (Cont.) d. Deferred taxes: Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: Schedule of Deferred Tax Assets 2021 2020 December 31, 2021 2020 Deferred tax assets: Operating loss carryforwards 20,238 18,177 Warrants and options 126 98 Marketable securities 377 367 Other temporary differences 341 326 Deferred tax assets before valuation allowance 21,082 18,968 Valuation allowance (21,082 ) (18,968 ) Net deferred tax asset - - The following table presents a reconciliation of the beginning and ending valuation allowance: Schedule of Reconciliation of Valuation Allowance 2021 2020 December 31, 2021 2020 Balance at beginning of the year 18,968 17,210 Additions in valuation allowance to the income statement 1,625 991 Additions in valuation allowance due to exchange rate differences 489 767 Balance at end of the year 21,082 18,968 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance at December 31, 2021 and 2020. e. Theoretical tax The following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements: Schedule of Components of Income Tax Expenses Benefits 2021 2020 December 31, 2021 2020 Loss before income taxes 10,520 6,157 Statutory tax rate 21 % 21 % Computed “expected” tax income 2,209 1,293 Foreign tax rate differences and exchange rate differences 131 65 Nondeductible expenses (715 ) (367 ) Change in valuation allowance (1,625 ) (991 ) Taxes on income - - MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders’ Equity | NOTE 10 - SHAREHOLDERS’ EQUITY Shareholders’ Equity a. Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends if declared. b. On January 8, 2021, the Company conducted a public offering of its securities pursuant to which it issued 62,768 shares of its common stock for gross proceeds of $ 2,008 . The net proceeds to the Company from the offering were approximately $ 1,700 , after deducting placement agent’s fees and other estimated offering expenses payable by the Company. c. During 2021, a holders of warrants exercised warrants to purchase 135,109 ordinary shares of the Company in exchange for $ 3,709 . d. On March 25, 2021, the Company conducted a public offering of its shares of common stock pursuant to which it issued 104,742 shares of its common stock for gross proceeds of $ 3,300 . The net proceeds to the Company from the offering were approximately $ 2,872 , after deducting placement agent’s fees and other estimated offering expenses payable by the Company. On May 7, 2021, the Company issued an additional 15,192 1.26 463 e. On May 26, 2021, the Company issued 100,000 shares of common stock to Ms. Zigdon in consideration of the Waiver. See note 1(b) above. f. On October 28, 2021, the Company sold in a registered direct offering 100,592 shares of its common stock and, in a concurrent private placement, an aggregate of 100,592 unregistered warrants to purchase shares of common stock, at an offering price of $ 33.8 per share and associated warrant. In addition, on the same day, the Company sold in a private placement 150,889 unregistered shares of common stock and unregistered warrants to purchase up to an aggregate of 113,167 shares of common stock at the same purchase price as in the registered direct offering. The warrants are immediately exercisable and will expire five years from issuance at an exercise price of $ 31.5 per share, subject to adjustment as set forth therein. The gross proceeds from the offerings were $ 8,500 . The net proceeds to the Company from the offerings were approximately $ 7,560 , after deducting placement agent’s fees and other estimated offering expenses payable by the Company. In connection with the offerings, the Company issued to the placement agent warrants to purchase 17,604 shares on substantially the same terms as the purchasers in the offerings at an exercise price of $ 42.25 per share and a term expiring on October 26, 2026 . MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 10 - SHAREHOLDERS’ EQUITY (Cont.) g. A summary of the warrant activity during the years ended December 31, 2021 and 2020 is presented below: Schedule of Warrant Activity Number of Weighted Weighted Outstanding, December 31, 2019 5,772 102.5 3.06 Issued 214,555 - Expired or exercised (3,468 ) - Outstanding, December 31, 2020 216,859 36.75 4.26 Issued 206,214 Expired or exercised (135,109 ) Outstanding, December 31, 2021 287,964 31 4.35 Exercisable, December 31, 2021 287,964 3 1 4.35 |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock Based Compensation | Note 4 - Stock Based Compensation The stock-based expense equity awards recognized in the financial statements for services received is related to Cost of Revenues, Research and Development, Sales and Marketing and General and Administrative expenses as shown in the following table: Schedule of Stock Based Compensation Expenses 2022 2021 2022 2021 Nine months ended September 30, Three months ended September 30, 2022 2021 2022 2021 Stock-based compensation expense – Cost of revenues 67 - 39 - Stock-based compensation expense - Research and development 22 103 4 33 Stock-based compensation expense - Sales and marketing 115 164 57 71 Stock-based compensation expense - General and administrative 123 83 65 14 Stock-based compensation expense 327 350 165 118 Options issued to consultants: In July 2019, the Company entered into a three-year agreement with a consultant (“Consultant14”) to provide services to the Company including assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partial consideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 107 shares of the Company’s common stock upon execution of the agreement. The options are exercisable at $ 375.00 per share and shall vest in 3 equal instalments every twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date. MY SIZE, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Interim Financial Statements (Unaudited) U.S. dollars in thousands (except share data and per share data) Note 4 - Stock Based Compensation (Cont.) In addition, the Company agreed to issue to Consultant14 options to purchase up to 889 shares of the Company’s common stock upon execution of the agreement. The options are exercisable at $ 27.00 per share and shall vest in 4 equal instalments every six months starting September 2020. Unexercised options shall expire 5 years from the effective date. During the nine and three-month period ended September 30,2022 and 2021, an amount of $ 7 and $ 10 , and none and $ 3 respectively, were recorded by the Company as stock-based equity awards with respect to Consultant 14. Stock Option Plan for Employees: In March 2017, the Company adopted the My Size, Inc. 2017 Equity Incentive Plan (the “2017 Employee Plan”) pursuant to which the Company’s Board of Directors may grant stock options to officers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 230,800 options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant. On May 25, 2020, the compensation committee of the Board of Directors of the Company reduced the exercise price of outstanding options of employees and directors of the Company for the purchase of an aggregate of 5,610 shares of common stock of the Company (with exercise prices ranging between $ 453.75 and $ 228.75 ) to $ 26.00 per share, which was the closing price for the Company’s common stock on May 22, 2020, and extended the term of the foregoing options for an additional one year from the original date of expiration. The incremental compensation cost resulting from the repricing was $ 53 , and the expenses during the nine-month period ended September 30, 2022 and 2021 were $ 2 and $ 1 . On August 10, 2020, the Company’s shareholders approved an increase in the shares available for issuance under the 2017 Employee Plan from 8,000 to 58,000 shares. As a result, and pursuant to approval of the Company’s compensation committee that was contingent on the foregoing shareholder approval, the number of shares available for issuance under the Company’s 2017 Consultant Incentive Plan was reduced from 18,667 to 8,667 shares. On December 30, 2021, the Company’s shareholders approved an increase in the shares available for issuance under the 2017 Equity Incentive Plan from 58,000 shares to 230,800 shares. On September 29, 2022, the Compensation Committee of the Company approved grants of restricted share awards under the Company’s 2017 Equity Incentive Plan to Ronen Luzon (CEO), Or Kles (CFO), Billy Pardo (COO), Ilia Turchinsky (CTO) and Ezequiel Javier Brandwain (CCO), pursuant to which were issued 100,000 24,000 24,000 16,000 12,000 The restricted shares shall vest in three equal installments on January 1, 2023, January 1, 2024 and January 1, 2025 for Ronen Luzon, Or Kles, Billy Pardo and Ilia Turchinsky and on January 27, 2023, January 27, 2024 and January 27, 2025 for Ezequiel Javier Brandwain, conditioned upon continuous employment with the Company, and subject to accelerated vesting upon a change in control of the Company. On the same day, the Company granted five-year 10,000 5.25 The fair value of each option award is estimated on the date of grant using the Binomial option-pricing model that used the weighted average assumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Schedule of Fair Value Assumptions of Stock Options 2022 grants Dividend yield 0 % Expected volatility 96.52 % Risk-free interest 4.06 % Contractual term of up to (years) 5 Suboptimal exercise multiple (NIS) 5 During the nine and three-month period ended September 30, 2022, the Company granted 186,000 restricted stock and stock options under the 2017 Employee Plan, no options were exercised and options to purchase 2,075 shares of common stock, expired. The total stock option compensation expense during the nine and three-month period ended September 30, 2022 and 2021 which was recorded was $ 53 234 9 312 MY SIZE, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Interim Financial Statements (Unaudited) U.S. dollars in thousands (except share data and per share data) | NOTE 11 - STOCK BASED COMPENSATION Stock Based Compensation The stock-based expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketing and General and Administrative expenses as shown in the following table: Schedule of Stock Based Compensation Expenses 2021 2020 Year ended 2021 2020 Stock-based compensation expense - Research and development 95 206 Stock-based compensation expense - Sales and marketing 180 146 Stock-based compensation expense - General and administrative 98 293 Stock-based compensation expense 373 645 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 11 - STOCK BASED COMPENSATION (Cont.) Options issued to consultants a. In July 2019, the Company entered into a three-year agreement with a consultant (“Consultant14”) to provide services to the Company including assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partial consideration for such consulting services, the Company agreed to issue to Consultant14 options to purchase up to 107 shares of the Company’s common stock upon execution of the agreement. The options are exercisable at $ 375.00 per share and shall vest in 3 equal instalments every twelve months starting July 2019. Unexercised options shall expire 4 years from the effective date. In addition, the Company agreed to issue to Consultant14 options to purchase up to 890 shares of the Company’s common stock upon execution of the agreement. The options are exercisable at $ 27 per share and shall vest in 4 equal instalments every six months starting September 2020. Unexercised options shall expire 5 years from the effective date. During 2021 and 2020, an amount of $ 14 8 b. In April 2020, the Company entered into a twelve month agreement with a consultant (“Consultant16”) to provide services to the Company including assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and in partial consideration for such consulting services, the Company agreed to issue to Consultant16 options to purchase up to 240 shares of the Company’s common stock upon execution of the agreement. The options are exercisable at $ 50.00 per share and shall vest in 4 equal instalments every three months starting May 2020. Unexercised options shall expire 18 month from the effective date. During 2021 and 2020, an amount of $ 1 1 c. In October 2020, the Company entered into a twelve month agreement with a consultant (“Consultant17”) to provide services to the Company including assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to said agreement and in partial consideration for such consulting services, the Company agreed to issue to Consultant17 options to purchase up to 600 shares of the Company’s common stock upon execution of the agreement. The options are exercisable at $ 27.50 per share and shall vest in 3 equal instalments every twelve months starting October 2021. Unexercised options shall expire 4 years from the effective date. During 2021 and 2020, an amount of $ 8 3 d. In May 2021, the Company entered into a consulting agreement with a consultant (“Consultant18”) pursuant to which the Company agreed upon the three-month anniversary of the agreement to issue to consultant18 a (i) a warrant to purchase up to 2,000 shares of the Company’s common stock exercisable at $ 37.50 per share and expiring on December 31, 2022 , and (ii) a warrant to purchase up to 2,000 shares of the Company’s common stock exercisable at $ 50.00 per share and expiring on December 31, 2022 . During 2021, an amount of $ 64 e. In June 2021, the Company entered into a consulting agreement with a consultant (“Consultant19”) pursuant to which the Company agreed to issue to the consultant a warrant to purchase up to 2,000 shares of the Company’s common stock exercisable at $ 37.50 per share and expiring on December 31, 2022 . During 2021, an amount of $ 34 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 11 - STOCK BASED COMPENSATION (Cont.) The Company’s outstanding options granted to consultants as of December 31, 2021 are as follows: Schedule of Options Granted to Consultants Issuance date Options for Weighted Options Expiration April 2012 123 NIS 56.25 123 April 2022 February 2018 15 USD 528.75 15 May 2021- February 2023 August 2018-December 2018 534 USD 352.5 267 August 2023 - December 2023 July 2020 107 USD 375 72 April 2021- July 2023 June 2020 300 USD 32.5 300 March 2022 September-October 2020 1,490 USD 27.25 867 October 2024- September 2025 May-June 2021 6 ,000 USD 41.75 6,000 December 31 2022 Total 8,569 7,644 The Company uses the Black Scholes model to measure the fair value of the stock options with the assistance of a third party valuation. The fair value of the Company’s stock options granted to non-employees was calculated using the following weighted average assumptions: Schedule of Stock Options Assumptions 2021 2020 Grants Grants Dividend yield 0 % 0 % Expected volatility 125.15 % 101.65 106.74 % Risk-free interest 0.16 % 0.17 0.3 % Contractual term of up to (years) 1.52 1.5 4 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 11 - STOCK BASED COMPENSATION (Cont.) Stock Option Plan for employees In March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options to officers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 230,800 options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant. The fair value of each option award is estimated on the date of grant using the Binomial option-pricing model that used the weighted average assumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Schedule of Stock Options Assumptions 2021 2020 Dividend yield 0 % 0 % Expected volatility 98.47 % 95.06 % Risk-free interest 0.96 % 0.338 % expected life 2 2.27 2 4.8 In the years ended December 31, 2021 and 2020, 3,900 and 34,480 options, respectively, were granted. On May 25, 2020, the compensation committee of the Board of Directors of the Company reduced the exercise price of outstanding options of employees and directors of the Company for the purchase of an aggregate of 28,048 shares of common stock of the Company (with exercise prices ranging between $ 453.75 and $ 228.75 ) to $ 26.00 per share, which was the closing price for the Company’s common stock on May 22, 2020, and extended the term of the foregoing options for an additional one year from the original date of expiration. The incremental compensation cost resulting from the repricing was $ 53 and the expenses during the years ended December 31, 2021 and 2020 was $ 1 and $ 50 respectively. On August 10, 2020, the Company’s shareholders approved an increase in the shares available for issuance under the 2017 Employee Plan from 8,000 to 290,000 shares. As a result and pursuant to approval of the Company’s compensation committee that was contingent on the foregoing shareholder approval, the following occurred on August 10, 2020: (i) the number of shares available for issuance under the Company’s 2017 Consultant Incentive Plan was reduced from 18,667 to 8,667 shares: (ii) the Company granted to the Company’s Chief Executive Officer (A) five-year options to purchase up to 6,400 ordinary shares at an exercise price of $ 26.00 per share. One quarter of such options vested on November 26, 2020, one quarter vest on May 26, 2021, one quarter vest on November 26, 2021 and one quarter vest on May 26, 2022 , and (B) 3,200 performance-based restricted stock units, each representing the right to receive one share of common stock, which vest (x) upon the Company generating revenue of at least $50,000 in the Russian Federation during the year ended 2020, or (y) upon the Company generating revenue of at least $500,000 in the Russian Federation during the year ending 2021 ; (iii) the Company granted five-year options to purchase up to 5,200 ordinary shares to the Company’s Chief Financial Officer at an exercise price of $ 26.00 per share. One quarter of such options vested on November 26, 2020, one quarter vest on May 26, 2021, one quarter vest on November 26, 2021 and one quarter vest on May 26, 2022 ; (iv) the Company granted five-year options to purchase up to 5,200 ordinary shares to the Company’s Chief Operating Officer and Chief Product Officer at an exercise price of $ 26.00 per share. One quarter of such options vested on November 26, 2020, one quarter vest on May 26, 2021, one quarter vest on November 26, 2021 and one quarter vest on May 26, 2022 ; (v) the Company granted five-year options to purchase up to 13,036 ordinary shares to other employees of the Company at an exercise price of $ 26.00 per share. One quarter of such options vested on November 26, 2020, one quarter vest on May 26, 2021, one quarter vest on November 26, 2021 and one quarter vest on May 26, 2022 ; and (vi) the Company granted five-year options to purchase up to 1,200 ordinary shares to each of the Company’s non-employee Board members at an exercise price of $ 26.00 per share. These options vested on November 26, 2020 . On December 30, 2021, our stockholders approved an increase in the shares available for issuance under the 2017 Equity Incentive Plan from 58,000 230,800 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 11 - STOCK BASED COMPENSATION (Cont.) The total stock option compensation expense in the year ended December 31, 2021 amounted to $ 252 as follows: Research and development expenses amounted to $ 94 , sales and marketing expenses amounted to $ 97 and general and administrative expenses amounted to $ 61 . The total stock option compensation expense in the year ended December 31, 2020 amounted to $ 560 190 117 253 As of December 31, 2021, there was a total of $ 62 0.65 Share option activity during 2021 is as follows: Schedule of Shares Option Activity 2021 Number of Weighted Outstanding at January 1 39,094 $ 26.00 Granted 3,900 31.25 Exercised (752 ) - Expired (6,500 ) - Outstanding at year end 35,742 26.50 Vested at year end 27,063 26.00 Share option activity during 2020 is as follows: 2020 Number of Weighted Outstanding at January 1 6,556 $ 346.75 Granted 34,480 26.00 Exercised - - Expired (1,942 ) - Outstanding at year end 39,094 26.00 Vested at year end 15,937 26.00 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) |
Contingencies and Commitments
Contingencies and Commitments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Contingencies and Commitments | Note 5 - Contingencies and Commitments a. On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York, County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to be determined at trial, but in no event less than $ 616 11.4 10,958,589 The Company believes it is more likely than not that the counterclaims will be denied. b. On July 5, 2021, the Company was served with a legal complaint filed by Fidelity Venture Capital Ltd. and Dror Atzmon in the Magistrate’s Court in Tel Aviv for a monetary award in an amount of NIS 1,436,679 450 819,000 256 1,329,650 415 15,000 MY SIZE, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Interim Financial Statements (Unaudited) U.S. dollars in thousands (except share data and per share data) | NOTE 12 - CONTINGENCIES AND COMMITMENTS Contingencies and Commitments a. On August 7, 2018, the Company commenced an action against North Empire LLC (“North Empire”) in the Supreme Court of the State of New York, County of New York for breach of a Securities Purchase Agreement (the “Agreement”) in which it is seeking damages in an amount to be determined at trial, but in no event less than $ 616,000 . On August 2, 2018, North Empire filed a Summons with Notice against the Company, also in the same Court, in which they allege damages in an amount of $ 11.4 million arising from an alleged breach of the Agreement. On September 6, 2018 North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answer and asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificates to North Empire causing damage to North Empire in the amount of $ 10,958,589 . North Empire also filed a third-party complaint against the Company’s CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018, the Company filed a reply to North Empire’s counterclaims. On November 15, 2018, the Company’s CEO and now former Chairman of the Board filed a motion to dismiss North Empire’s third-party complaint. On January 6, 2020, the Court granted the motion and dismissed the third-party complaint. Discovery has been completed and both parties have filed motions for summary judgment in connection with the claims and counterclaims. On December 30, 2021, the Court denied both My Size and North Empire’s motions for summary judgment, arguing there were factual issues to be determined at trial. On January 26, 2022, the Company filed a notice of appeal of the summary judgment decision. The appeal must be fully perfected and filed by July 26, 2022. On February 3, 2022, the Company filed a motion to reargue the Court’s decision denying the Company’s motion for summary judgment. North Empire will file its opposition papers on or before March 31, 2022, and the Company will file reply papers on April 29, 2022. The return date on the motion to reargue is scheduled for May 2, 2022. The Company believes it is more likely than not that the counterclaims will be denied. b. In May 2021, the Company received notice from Custodian Ventures, LLC (“Custodian”) of its intention to nominate four candidates to stand for election to our Board of Directors at the Company’s 2021 annual meeting of stockholders. Custodian subsequently made a book and records request and has made public statements calling for changes to our management. On September 22, 2021, Custodian commenced an action in the Court of Chancery of the State of Delaware captioned, Custodian Ventures, LLC v. MySize, Inc. (the “Delaware Action”). In the Delaware Action, Custodian sought an order from the Court of Chancery pursuant to Section 211 of the General Corporation Law of the State of Delaware compelling us to hold an annual meeting. On October 19, 2021, the Company commenced an action in the United States District Court for the Southern District of New York against Custodian, Activist Investing LLC, Milton C. Ault III, Ault Alpha LP, Ault Alpha GP LLC, Ault Capital Management LLC, Ault & Company Inc., David Aboudi, Patrick Loney and David Nathan, pursuant to Sections 13(d) and 14(a) of the Securities Exchange Act of 1934, and certain rules promulgated thereunder (the “SDNY Action”). The complaint sought, among other things, declaratory and injunctive relief related to defendants’ efforts to nominate a slate of directors for election at our next annual meeting. The complaint alleged that the defendants formed an undisclosed “group” for purposes of Section 13(d) and has misrepresented its true purpose in purchasing My Size, Inc. stock in filings made with the SEC. In addition, the complaint alleged that the defendants engaged in an unlawful solicitation of investors in violation of the Exchange Act proxy rules in connection with their efforts to elect a slate of directors to the Company’s Board of Directors. On October 20, 2021, the Court signed an order granting a hearing on an anticipated motion for a preliminary injunction and expedited scheduling and discovery in aid thereof, and scheduled that hearing for December 2, 2021. On November 4, 2021, the Company entered into the Settlement Agreement with the Lazar Parties. Pursuant to the Settlement Agreement, the Company and the Lazar Parties agreed to compromise and settle the Delaware Action and SDNY Action. In addition, pursuant to the Settlement Agreement, the Company agreed to reimburse Custodian for out of pocket expenses and in consideration for the dismissal and release of claims against the Company an aggregate amount equal to $ 275 On December 9, 2021, the Company subsequently entered into a Settlement Agreement (the “Ault Settlement Agreement”), with Milton C. Ault III, Ault Alpha LP, Ault Alpha GP LLC, Ault Capital Management LLC, Ault & Company Inc., collectively the Ault Parties, which we agreed to withdraw the SDNY Action against the Ault Parties and the Ault Parties agreed to withdraw the counterclaim that they asserted in that action against the Company. In addition, pursuant to the Settlement Agreement, the Company paid $ 70 c. On July 5, 2021, the Company was served with a legal complaint filed by Fidelity Venture Capital Ltd. and Dror Atzmon in the Magistrate’s Court in Tel Aviv for a monetary award in an amount of NIS 1,436,679 450,000 819,000 256,000 1,329,650 415,000 The first court preliminary hearing was held on March 1, 2022. Following the first preliminary hearing and the Court’s comments and recommendation, the Plaintiffs filed a motion to strike out the claim without prejudice. On March 8, 2022 the Court ordered dismissal without prejudice of the claim. MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) |
Sales and Marketing
Sales and Marketing | 12 Months Ended |
Dec. 31, 2021 | |
Sales And Marketing | |
Sales and Marketing | NOTE 13 - SALES AND MARKETING Sales and Marketing Schedule of Sales and Marketing 2021 2020 Year ended December 31, 2021 2020 Salaries 574 549 Consultants and subcontractors 1,086 823 Marketing 283 450 Share based payments for consultants and employees 180 163 Travel 42 23 Other 171 188 Sales and marketing expenses 2,336 2,196 |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2021 | |
General And Administrative Expenses | |
General and Administrative Expenses | NOTE 14 - GENERAL AND ADMINISTRATIVE EXPENSES General and Administrative Expenses Schedule of General and Administrative Expenses 2021 2020 Year ended December 31, 2021 2020 Salaries 461 443 Professional services 1,832 627 Share based payments for consultants, directors and employees 98 276 Rent, office expenses and communication 372 323 Insurance 627 507 Settlement fees (*) 345 - Travel - 6 Directors 59 48 Other 330 337 General and administrative expenses 4,124 2,567 (*) See note 12(b) MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) |
Financial Income (expense), Net
Financial Income (expense), Net | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Financial Income (expense), Net | NOTE 15 - FINANCIAL INCOME (EXPENSE), NET Financial Income (expense), Net Schedule of Financial Income (expenses), Net Year ended A. Financial income December 31, 2021 2020 Revaluation of derivative 7 - Revaluation investment in marketable securities 49 33 Other 10 28 66 61 Year ended B. Financial expense December 31, 2021 2020 Exchange rate differences - 65 Other 9 7 9 72 |
Subsequent events
Subsequent events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent events | Note 9 – Subsequent events a. On October 7, 2022, the Company entered into Share Purchase Agreement (the “Agreement”) with the five shareholders of Naiz Fit (the “Sellers”), pursuant to which the Sellers agreed to sell to the Company all of the issued and outstanding shares of Naiz Bespoke Technologies, S.L., a limited liability company incorporated under the laws of Spain (“Naiz”). The acquisition of Naiz was completed on October 11, 2022. In consideration of the purchase of the shares of Naiz, the agreement provides that the Sellers are entitled to receive (i) an aggregate amount of 240,000 19.9 2,050,000 The Company shall make an additional cash payment (the “Shortfall Value”) of $ 459,240 The Cash Consideration will be paid to the Sellers in five installments, according to the following payment schedule: (i) US$500,000 at closing, (ii) up to US$500,000 within 45 days of the Company’s receipt of Naiz’s 2022 audited financial statements, (iii) up to US$350,000 within 45 days of the Company’s receipt of Naiz’s unaudited financial statements for the six months ended June 30, 2023, (iv) up to US$350,000 within 45 days of the Company’s receipt of Naiz’s unaudited financial statements for the six months ended December 31, 2023, and (v) up to US$350,000 within 45 days of the Company’s receipt of Naiz’s 2024 audited financial statements; provided that in the case of the second, third, fourth and fifth installments certain revenue targets are met. The payment of the second, third, fourth and fifth cash installments are further subject to the continuing employment or involvement of two of the shareholders which holds key position by or with Naiz at the date such payment is due (except if a Key Person is terminated from Naiz due to a Good Reason (as defined in the Agreement). The required information for purchase price allocation in accordance with the FASB ASC Topic 805 is not fully presented because the initial accounting of the business combination not yet completed as of the date of the financial statements, due to the short period since acquisition and since the acquiree accounting records are not yet final. b. On December 7, 2022, the Company’s board of directors approved a 1-for-25 reverse stock split of the Company issued and outstanding shares of common stock. The reverse stock split became effective on December 8, 2022. As a result, all shares of common stock, options for shares of common stock, exercise price and net loss per share amounts were adjusted retroactively for all periods presented in these financial statements. | NOTE 16 EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE Subsequent events a. On February 7, 2022, the Company entered into Share Purchase Agreement (the “Agreement”), with Amar Guy Shalom and Elad Bretfeld (the “Sellers”), pursuant to which the Sellers agreed to sell to the Company all of the issued and outstanding equity of Orgad International Marketing Ltd., a company incorporated under the laws of the State of Israel (“Orgad”). The Sellers are the sole title and beneficial owners of 100 % of the shares of Orgad. In consideration of the shares of Orgad, the Sellers are entitled to receive (i) up to $ 1,000,000 in cash (the “Cash Consideration”), (ii) an aggregate of 111,602 shares (the “Equity Consideration”) of the Company’s common stock, and (iii) earn-out payments of 10 % of the operating profit of Orgad for the years 2022 and 2023. The transaction closed on the same day. 300,000 350,000 350,000 The Equity Consideration is payable to the Sellers according to the following payment schedule: (i) 50% at closing, and (ii) the remaining 50% will be issued in eight equal quarterly installments until the lapse of two years from closing, subject to certain downward post-closing adjustment . The payment of the second and third cash installments, the equity installments and the earn out are further subject in each case to the Sellers being actively engaged with Orgad at the date such payment is due (except if Seller resigns due to reasons relating to material reduction of salary or adverse change in his position with Orgad or its affiliates). The Agreement contains customary representations, warranties and indemnification provisions. In addition, the Sellers will be subject to non-competition and non-solicitation provisions pursuant to which they agree not to engage in competitive activities with respect to the Company’s business . The required information for purchase price allocation in accordance with the FASB ASC Topic 805 is not presented because the initial accounting for the business combination is incomplete as of the date of these financial statements due to the short period since acquisition and since the acquiree accounting records were not finalized. b. On December 7, 2022, the Company’s board of directors approved a 1-for-25 reverse stock split of the Company’s issued and outstanding shares of common stock |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Note 6 – Business Combination Acquisition of Orgad On February 7, 2022, the Company acquired 100 omnichannel e-commerce platform The results of operations of Orgad have been included in the consolidated financial statements since the acquisition date of February 7, 2022. Orgad revenues included in the Company’s consolidated statement of operations from February 7, 2022 through September 30, 2022 were $ 1,797 were 685 . 2,768 2,272 (a) Consideration transferred The following table summarizes the acquisition date fair value of each major class of consideration: Schedule of Fair value of the Acquisition USD Thousands Cash (*) (*) 300 Issuance of shares of common stock ( 1,743,781 (**) 457 Total consideration transferred 757 (*) The cash payment is subject to working capital adjustments. (**) Quoted price as of the acquisition date In addition, the Company agreed to pay to the former owners of Orgad, on the two-year and the three-year anniversary of the closing, $ 350,000 in each of these years provided that in the case of the second and third instalments certain revenue targets are met and subject further to certain downward post-closing adjustment. Furthermore, 69,752 shares of common stock will be issued in eight equal quarterly instalments until the lapse of two years from closing. Additional earn-out payments of 10 % of the operating profit of Orgad for the years 2022 and 2023 will also be paid. All of these payments are subject to the former owners being actively engaged with Orgad at the date such payment is due, and therefore were not taken as part of the consideration for the business combination. During the nine and three-month period ended September 30, 2022 an amount of $ 328 201 267 156 (b) Identifiable assets acquired and liabilities assumed Under the preliminary purchase price allocation, the Company allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the preliminary estimates of their fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management at the time of the acquisition. Such estimates are subject to change during the measurement period which is not expected to exceed one year. The purchase price allocation was not finalized duo to examination of the net working capital of Orgad at the acquisition date. Any adjustments to the preliminary purchase price allocation identified during the measurement period will be recognized in the period in which the adjustments are determined. MY SIZE, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Interim Financial Statements (Unaudited) U.S. dollars in thousands (except share data and per share data) Note 6 – Business Combination (Cont.) The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date: Schedule of Fair Value of Assets Acquired and Liabilities Thousands Cash and Cash Equivalent 0 Trade receivables 89 Other receivables 239 Inventory 864 Fixed assets 55 Long-term deposits 31 Selling platform (*) 378 Goodwill 268 Short-term credit (181 ) Trade payables (660 ) Other payables (101 ) Long-term loan (138 ) Deferred Taxes (87 ) Total net assets acquired 757 (*) The estimated useful life of the selling platform is three years 84 32 (c) Acquisition-related costs The Company incurred transaction costs of approximately $ 55 which were included in general and administrative expenses in the consolidated statements of income (loss), (the total amount recorded during the first quarter of the year). MY SIZE, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Interim Financial Statements (Unaudited) U.S. dollars in thousands (except share data and per share data) |
Operating Segments
Operating Segments | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Operating Segments | Note 7 – Operating Segments As a result of the business combination in the reporting period (see note 6), the Company has two reportable segments: (i) fashion and equipment e-commerce platform, and (ii) SaaS based innovative artificial intelligence driven measurement solutions. The fashion and equipment e-commerce platform which represent Orgad’s activity that was acquired by the Company, mainly operates on Amazon. The SaaS based innovative artificial intelligence driven measurement solutions, or SaaS Solutions operating segment consists of My Size Inc and My Size Israel. Information related to the operations of the Company’s reportable operating segments is set forth below: Schedule of Reportable Operating Segments Fashion and equipment e-commerce platform SaaS Solutions Total For the nine months ended September 30, 2022 Revenue 1,797 134 1,931 Operating (loss) income (215 ) (5,517 ) (5,732 ) For the three months ended September 30, 2022 Revenue 685 41 726 Operating (loss) income (286 ) (1,689 ) (1,975 ) Fashion and equipment e-commerce platform SaaS Solutions For September 30, 2022: Assets 1,697 6,494 |
Significant events during the r
Significant events during the reporting period | 9 Months Ended |
Sep. 30, 2022 | |
Significant Events During Reporting Period | |
Significant events during the reporting period | Note 8 – Significant events during the reporting period 1. In July 2022, Amazon deactivated Orgad’s Amazon U.S. store as a result of complaints submitted due to an error in the listed manufacturer of certain products on Orgad’s store. Orgad resolved the complaints and the account was reinstated during September. During the deactivation period, Orgad generated revenues through other sales channels. 2. In August 2022, the Company established a joint venture (“JV”) in Brazil with Santista Têxtil. The Company holds 51% and Santista Têxtil holds 49% of the JV. The purpose of the JV is to serve the Brazilian market according to the business plan that was set. Both parties agree to make an initial investment in the JV of 1 million BRL per the holding percentage. As of the reporting date, the JV is in process of establishing its operation. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Use of estimates | a. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | |
Functional currency | b. Functional currency The currency of the primary economic environment in which the operations of the Company is conducted is the United States Dollar and thus it is the Company’s functional currency. The reporting currency according to which these financial statements are prepared is the U.S. dollar. The currency of the primary economic environment in which the operation of the Subsidiary, My Size Israel functional currency is the New Israeli Shekel (“NIS”). The currency of the primary economic environment in which the operation of the Subsidiary, My Size LLC, functional currency is Russian Ruble. MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) | |
Principles of consolidation | c. Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. | |
Cash equivalents | d. Cash equivalents Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at the date acquired. | |
Property and equipment | e. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets, at the following annual rates: Schedule of Property and Equipment Annual Rate % Computers and peripheral equipment 33 Office furniture and equipment 7 15 Leasehold improvements Over the term of the lease or the useful life of the improvements, whichever is shorter | |
Impairment of long-lived assets | f. Impairment of long-lived assets The Company’s property and equipment are reviewed for impairment in accordance with ASC 360, “Property Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less selling costs. During the periods ended December 31, 2021 and 2020, no | |
Severance pay | g. Severance pay The Subsidiary’s liability for severance pay is covered by Section 14 of the Israeli Severance Pay Law (“Section 14”). Under Section 14, employees in Israel are entitled to have monthly deposits, at a rate of 8.33 MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) | |
Research and development costs | h. Research and development costs Research and development costs are charged to the statement of operations, as incurred. Most of the research and development expenses are for wages, related expenses and subcontractors. | |
Income taxes | i. Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Companies’ tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company establishes a valuation allowance, if necessary, to reduce deferred tax assets to the amount more likely than not to be realized. As of December 31, 2021, and 2020, a full valuation allowance was established by the Company. The Company implements a two-step approach to recognize and measure the benefit of its 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 greater than 50 percent (cumulative basis) likely to be realized upon settlement no | |
Accounting for stock-based compensation | j. Accounting for stock-based compensation The Company accounts for its employees’ stock-based compensation as an expense in the financial statements based on ASC 718. All awards are equity classified and therefore such costs are measured at the grant date fair value of the award and graded vesting attribution approach to recognize compensation cost over the vesting period. The Company estimates stock option grant date fair value using the Binomial and Black Scholes option pricing-model. The Company recorded stock options issued to non-employees at the grant date fair value, and recognizes expenses over the related service period by using the straight-line attribution approach in accordance with ASU 2018-07. All awards are equity classified. The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends. The risk-free interest rate for grants with an exercise price denominated in USD for employees and several consultants is based on the yield from US treasury zero-coupon bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) | |
Fair value of financial instruments | k. Fair value of financial instruments ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements, defines fair value and established a framework for measuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. In addition, the fair value of assets and liabilities should include consideration of non-performance risk, which for the liabilities described below includes the Company’s own credit risk. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends. The Company holds share certificates in iMine Corporation (“iMine”) formerly known as Diamante Minerals, Inc., a publicly-traded company on the OTCQB. Due to sales restrictions on the sale of the iMine shares, the fair value of the shares was measured on the basis of the quoted market price for an otherwise identical unrestricted equity instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the sales restrictions and is therefore, ranked as Level 2 asset. | |
Basic and diluted net loss per share | l. Basic and diluted net loss per share Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted net income per share is computed based on the weighted average number of shares of common stock outstanding during each year plus dilutive potential equivalent common stock considered outstanding during the year, in accordance with ASC 260, “Earnings per Share”. For the years ended December 31, 2021 and 2020, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive. | |
Concentrations of credit risk | m. Concentrations of credit risk Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents. Cash and cash equivalents are invested in banks in Israel and United States. Such deposits in Israel may be in excess of insured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments. The Company and its subsidiaries have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) | |
Revenue Recognition | 2. Revenue Recognition Since the acquisition of Orgad (see note 6 - Business combination), the Company’s revenues are comprised of two main categories: (1) selling products to customers, and (2) licensing cloud-enabled software subscriptions, associated software maintenance and support. Revenue from sale of products Revenue from sale of products is recognized at the time the related performance obligation is satisfied by transferring a promised good to a customer. Revenue is recognized net of allowances for refunds and any taxes collected from customers, which are subsequently remitted to governmental authorities. Refunds are estimated at contract inception and updated at the end of each reporting period if additional information becomes available. Revenue is recognized when control of the product is transferred to the customer. The Company maintains a returns policy that allows its customers to return product within a specified period of time. The estimate of the provision for returns is based upon historical experience with actual returns. Revenue from licensing The Company recognizes revenue in accordance with ASC Topic 606, Revenues from Contracts with Customers (“ASC 606”). A contract with a customer exists only when: the parties to the contract have approved it and are committed to perform their respective obligations, the Company can identify each party’s rights regarding the distinct goods or services to be transferred (“performance obligations”), the Company can determine the transaction price for the goods or services to be transferred, the contract has commercial substance and it is probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. MY SIZE, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Interim Financial Statements (Unaudited) U.S. dollars in thousands (except share data and per share data) Note 2 - Significant Accounting Policies (cont.) Principal versus Agent Considerations The Company follows the guidance provided in ASC 606 for determining whether it is a principal or an agent in arrangements with customers, by assessing whether the nature of the Company’s promise is a performance obligation to provide the specified goods (principal) or to arrange for those goods to be provided by the other party (agent). With regard to products being sold by Orgad through Amazon, this determination involves judgment. The Company determined it is a principal, as it has determined that it controls the promised product before it is transferred to the end customers, it is primarily responsible for fulfilling the promise to provide the goods, and it has discretion in establishing prices. Therefore, the revenues are recorded on a gross basis. | n. Revenue from contracts with customers The Company implemented ASC 606, Revenue from Contract with Customers. To recognize revenue under ASC 606, the Company applies the following five steps: 1. Identify the contract with a customer. A contract with a customer exists when the Company enters into an enforceable contract with a customer and the Company determines that collection of substantially all consideration for the services is probable. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for providing the service to the customer. 4. Allocate the transaction price to performance obligations in the contract. If a contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. 5. Recognize revenue when or as the Company satisfies a performance obligation. When the Company provides a service, revenue is recognized over the service term. The Company’s revenue is derived from License cloud-enabled software subscriptions, associated software maintenance and support. Revenue is recognized when a contract exists between the Company and a customer (business) and upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which may be capable of being distinct and accounted for as separate performance obligations. In case of offerings such as cloud-enabled license services, other service elements in the contract are generally delivered concurrently with the subscription services and therefore revenue is recognized in a similar manner as the subscription services. Product, Subscription and Services Offerings Such performance obligations include cloud-enabled subscriptions, software maintenance and technical support. Fully hosted subscription services (SaaS) allow customers to access hosted software during the contractual term without taking possession of the software. Cloud-hosted subscription services are sold on a fee-per-subscription that is based on consumption or usage (per fit recommendation). The Company recognizes revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactions where the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with the committed transactions are first made available to the customer and continuing through the end of the contractual service term. Over-usage fees and fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in the transaction price of an arrangement as variable consideration. Fees based on a number of transactions or impressions per month, are allocated to the period in which the transactions occur. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term as the customer simultaneously receives and consumes the benefit of the underlying service. MY SIZE, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data and per share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
Contingencies and Commitments | o. Contingencies and Commitments Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. | |
Derivative instruments | p. Derivative instruments The Company accounts for its derivative instruments as either assets or liabilities and measures them at fair value through profit or loss. | |
Leases | q. Leases The Company implemented ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 is intended to increase transparency and comparability of accounting for lease transactions. For all leases with terms greater than twelve months, the guidance requires lessees to recognize right-of-use assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative information about lease transactions. The standard maintains a distinction between finance leases and operating leases. The Company leases include an office space lease agreement for 36 months, with an option to extend for an additional 36 months and 36 months cancelable operating lease agreements on behalf of personnel vehicles. The lease term includes a non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. For the office rent lease, the Company has elected to account for the lease and non-lease maintenance components as a single lease component. Therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract, including in-substance fixed payments, owed over the lease term. | |
Restricted cash | p. Restricted cash Restricted cash are deposits for rent, credit card and for hedging activities. | |
Inventories | 1. Inventories Inventories are measured at the lower of cost or net realizable value. The cost of inventories comprises of the costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business. At the point of the loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. | |
Business combinations | 3. Business combinations The Company applies the provisions of ASC 805, “Business Combination” and allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, the Company estimated the future expected cash flows from acquired platform from a market participant perspective, useful lives and discount rates. In addition, management makes significant estimates and assumptions, which are uncertain, but believed to be reasonable. Significant estimates in valuing certain intangible assets include but are not limited to future expected cash flows from acquired platforms from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. | |
Goodwill | 4. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Under ASC 350, “Intangible - Goodwill and Other”, goodwill is not amortized, but rather is subject to an annual impairment test. ASC 350 requires goodwill to be tested for impairment at the reporting unit level at least annually, the fourth quarter ASC 350 allows Alternatively , ASC 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test. There were no impairment charges to goodwill during the period presented. MY SIZE, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Interim Financial Statements (Unaudited) U.S. dollars in thousands (except share data and per share data) Note 2 - Significant Accounting Policies (cont.) | |
Intangible assets | 5. Intangible assets Intangible assets consist of identifiable intangible assets that the Company has acquired from previous business combinations. Intangible assets are recorded at costs, net of accumulated amortization. The Company amortizes its intangible assets reflecting the pattern in which the economic benefits of the intangible assets are consumed. When a pattern cannot be reliably determined, the Company uses a straight-line amortization method. The estimated useful lives of the company’s intangible assets are as follows: Schedule of Intangible Assets Estimated Useful Lives years Selling Platform 3 Each period the Company evaluates the estimated remaining useful lives of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of Property and Equipment Annual Rate | Schedule of Property and Equipment Annual Rate % Computers and peripheral equipment 33 Office furniture and equipment 7 15 Leasehold improvements Over the term of the lease or the useful life of the improvements, whichever is shorter | |
Schedule of Intangible Assets Estimated Useful Lives | The estimated useful lives of the company’s intangible assets are as follows: Schedule of Intangible Assets Estimated Useful Lives years Selling Platform 3 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalent Balance | The Company’s cash and cash equivalents balance at December 31, 2021 and 2020 is denominated in the following currencies: Schedule of Cash and Cash Equivalent Balance 2021 ` 2020 December 31, 2021 2020 US Dollars 10,184 1,217 New Israeli Shekels 433 455 Other 53 17 10,670 1,689 |
Other Receivables and Prepaid_2
Other Receivables and Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Other Receivables and Prepaid Expenses | Schedule of Other Receivables and Prepaid Expenses 2021 2020 December 31, 2021 2020 Prepaid expenses and other current assets 429 413 Government authorities 17 19 Other 133 50 Total 579 482 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Schedule of Property and Equipment, Net Computers Office Leasehold Total Cost Balance as at January 1, 2020 156 52 55 263 Additions 16 - - 16 Disposals (2 ) - - (2 ) Translation adjustments 12 6 5 23 Balance as at December 31, 2020 182 58 60 300 Balance as at January 1, 2021 182 58 60 300 Additions 23 - - 23 Translation adjustments 7 2 2 11 Balance as at December 31, 2021 212 60 62 334 Accumulated Depreciation Balance as at January 1, 2020 112 8 2 122 Additions 26 5 9 40 Disposals (2 ) - - (2 ) Translation adjustments 10 1 1 12 Balance as at December 31, 2020 146 14 12 172 Balance as at January 1, 2021 146 14 12 172 Additions 27 5 10 42 Translation adjustments 6 1 1 8 Balance as at December 31, 2021 179 20 23 222 Carrying amounts As at December 31, 2020 36 44 48 128 As at December 31, 2021 33 40 39 112 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of Future Minimum Remaining Rental Payments | Approximate future minimum remaining rental payments due under these leases are as follows: Schedule of Future Minimum Remaining Rental Payments Year Ending: 2022 $ 175 2023 $ 184 2024 $ 184 2025 $ 123 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2021 were as follows: Schedule of Maturities of Lease Liabilities Year Ending: 2022 $ 180 2023 $ 191 2024 $ 191 2025 $ 127 Thereafter $ 689 Less imputed interest: $ (78 ) Total lease liabilities $ 611 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Payables | The following related party payables are included in trade payables and accounts payable. Schedule of Related Party Payables 2021 2020 December 31, 2021 2020 Officers (*) 43 38 Directors 20 11 Due to related parties 63 49 (*) The amount includes the net salary payable. |
Schedule of Related Parties Benefits | B. Related parties benefits: Schedule of Related Parties Benefits 2021 2020 Year ended 2021 2020 Salaries and related expenses 852 788 Share based payments 73 467 Directors 58 48 Related parties benefits 983 1,303 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Significant Assets and Liabilities Measured at Fair Value on Recurring Basis | Schedule of Significant Assets and Liabilities Measured at Fair Value on Recurring Basis September 30, 2022 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets Investment in marketable securities (*) - 80 - September 30, 2022 Fair value hierarchy Level 1 Level 2 Level 3 Financial liabilities Derivatives - 28 - MY SIZE, INC. AND ITS SUBSIDIARIES Notes to Condensed Consolidated Interim Financial Statements (Unaudited) U.S. dollars in thousands (except share data and per share data) Note 3 - Financial Instruments (Cont.) December 31, 2021 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets Investment in marketable securities (*) - 108 - (*) For the nine and three-month periods ended September 30, 2022 and 2021, the recognized gain (loss) (based on quoted market prices with a discount due to security restrictions on iMine shares) of the marketable securities was ($ 28 17 46 24 December 31, 2021 Fair value hierarchy Level 1 Level 2 Level 3 Financial liabilities Derivatives - 2 - | The following tables presents the Company’s significant assets and liabilities that are measured at fair value on recurring basis and their classification within the fair value hierarchy: Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis December 31, 2021 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets Investment in marketable securities - 108 - December 31, 2021 Fair value hierarchy Level 1 Level 2 Level 3 Financial liabilities Warrants and derivative - 2 - December 31, 2020 Fair value hierarchy Level 1 Level 2 Level 3 Financial assets Investment in marketable securities - 59 - December 31, 2020 Fair value hierarchy Level 1 Level 2 Level 3 Financial liabilities Warrants derivative - 1 - |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Tax Rates Relevant to the Company's Israeli Subsidiary | Presented hereunder are the tax rates relevant to the Company’s Israeli subsidiaries: Schedule of Tax Rates Relevant to the Company's Israeli Subsidiary 2021 - 23 2020 - 23 |
Schedule of Components of Loss From Continuing Operations, Before Income Taxes | c. U.S. and foreign components of loss from continuing operations, before income taxes consisted of: Schedule of Components of Loss From Continuing Operations, Before Income Taxes 2021 2020 December 31, 2021 2020 U.S (3,802 ) (2,334 ) Non-U.S. (foreign) (6,718 ) (3,823 ) Net loss (10,520 ) (6,157 ) |
Schedule of Deferred Tax Assets | Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: Schedule of Deferred Tax Assets 2021 2020 December 31, 2021 2020 Deferred tax assets: Operating loss carryforwards 20,238 18,177 Warrants and options 126 98 Marketable securities 377 367 Other temporary differences 341 326 Deferred tax assets before valuation allowance 21,082 18,968 Valuation allowance (21,082 ) (18,968 ) Net deferred tax asset - - |
Schedule of Reconciliation of Valuation Allowance | The following table presents a reconciliation of the beginning and ending valuation allowance: Schedule of Reconciliation of Valuation Allowance 2021 2020 December 31, 2021 2020 Balance at beginning of the year 18,968 17,210 Additions in valuation allowance to the income statement 1,625 991 Additions in valuation allowance due to exchange rate differences 489 767 Balance at end of the year 21,082 18,968 |
Schedule of Components of Income Tax Expenses Benefits | The following presents the adjustment between the theoretical tax amount and the tax amount included in the financial statements: Schedule of Components of Income Tax Expenses Benefits 2021 2020 December 31, 2021 2020 Loss before income taxes 10,520 6,157 Statutory tax rate 21 % 21 % Computed “expected” tax income 2,209 1,293 Foreign tax rate differences and exchange rate differences 131 65 Nondeductible expenses (715 ) (367 ) Change in valuation allowance (1,625 ) (991 ) Taxes on income - - |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Warrant Activity | g. A summary of the warrant activity during the years ended December 31, 2021 and 2020 is presented below: Schedule of Warrant Activity Number of Weighted Weighted Outstanding, December 31, 2019 5,772 102.5 3.06 Issued 214,555 - Expired or exercised (3,468 ) - Outstanding, December 31, 2020 216,859 36.75 4.26 Issued 206,214 Expired or exercised (135,109 ) Outstanding, December 31, 2021 287,964 31 4.35 Exercisable, December 31, 2021 287,964 3 1 4.35 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Schedule of Stock Based Compensation Expenses | The stock-based expense recognized in the financial statements for services received is related to Research and Development, Sales and Marketing and General and Administrative expenses as shown in the following table: Schedule of Stock Based Compensation Expenses 2021 2020 Year ended 2021 2020 Stock-based compensation expense - Research and development 95 206 Stock-based compensation expense - Sales and marketing 180 146 Stock-based compensation expense - General and administrative 98 293 Stock-based compensation expense 373 645 | |
Schedule of Options Granted to Consultants | The Company’s outstanding options granted to consultants as of December 31, 2021 are as follows: Schedule of Options Granted to Consultants Issuance date Options for Weighted Options Expiration April 2012 123 NIS 56.25 123 April 2022 February 2018 15 USD 528.75 15 May 2021- February 2023 August 2018-December 2018 534 USD 352.5 267 August 2023 - December 2023 July 2020 107 USD 375 72 April 2021- July 2023 June 2020 300 USD 32.5 300 March 2022 September-October 2020 1,490 USD 27.25 867 October 2024- September 2025 May-June 2021 6 ,000 USD 41.75 6,000 December 31 2022 Total 8,569 7,644 | |
Schedule of Fair Value Assumptions of Stock Options | Schedule of Fair Value Assumptions of Stock Options 2022 grants Dividend yield 0 % Expected volatility 96.52 % Risk-free interest 4.06 % Contractual term of up to (years) 5 Suboptimal exercise multiple (NIS) 5 | |
Schedule of Shares Option Activity | Share option activity during 2021 is as follows: Schedule of Shares Option Activity 2021 Number of Weighted Outstanding at January 1 39,094 $ 26.00 Granted 3,900 31.25 Exercised (752 ) - Expired (6,500 ) - Outstanding at year end 35,742 26.50 Vested at year end 27,063 26.00 Share option activity during 2020 is as follows: 2020 Number of Weighted Outstanding at January 1 6,556 $ 346.75 Granted 34,480 26.00 Exercised - - Expired (1,942 ) - Outstanding at year end 39,094 26.00 Vested at year end 15,937 26.00 | |
Schedule of Stock Based Compensation Expenses | The stock-based expense equity awards recognized in the financial statements for services received is related to Cost of Revenues, Research and Development, Sales and Marketing and General and Administrative expenses as shown in the following table: Schedule of Stock Based Compensation Expenses 2022 2021 2022 2021 Nine months ended September 30, Three months ended September 30, 2022 2021 2022 2021 Stock-based compensation expense – Cost of revenues 67 - 39 - Stock-based compensation expense - Research and development 22 103 4 33 Stock-based compensation expense - Sales and marketing 115 164 57 71 Stock-based compensation expense - General and administrative 123 83 65 14 Stock-based compensation expense 327 350 165 118 | |
Non-employee [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Schedule of Fair Value Assumptions of Stock Options | The fair value of the Company’s stock options granted to non-employees was calculated using the following weighted average assumptions: Schedule of Stock Options Assumptions 2021 2020 Grants Grants Dividend yield 0 % 0 % Expected volatility 125.15 % 101.65 106.74 % Risk-free interest 0.16 % 0.17 0.3 % Contractual term of up to (years) 1.52 1.5 4 | |
Stock option plan for employees [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Schedule of Fair Value Assumptions of Stock Options | Schedule of Stock Options Assumptions 2021 2020 Dividend yield 0 % 0 % Expected volatility 98.47 % 95.06 % Risk-free interest 0.96 % 0.338 % expected life 2 2.27 2 4.8 |
Sales and Marketing (Tables)
Sales and Marketing (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Sales And Marketing | |
Schedule of Sales and Marketing | Schedule of Sales and Marketing 2021 2020 Year ended December 31, 2021 2020 Salaries 574 549 Consultants and subcontractors 1,086 823 Marketing 283 450 Share based payments for consultants and employees 180 163 Travel 42 23 Other 171 188 Sales and marketing expenses 2,336 2,196 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
General And Administrative Expenses | |
Schedule of General and Administrative Expenses | Schedule of General and Administrative Expenses 2021 2020 Year ended December 31, 2021 2020 Salaries 461 443 Professional services 1,832 627 Share based payments for consultants, directors and employees 98 276 Rent, office expenses and communication 372 323 Insurance 627 507 Settlement fees (*) 345 - Travel - 6 Directors 59 48 Other 330 337 General and administrative expenses 4,124 2,567 (*) See note 12(b) |
Financial Income (expense), N_2
Financial Income (expense), Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Financial Income (expenses), Net | Schedule of Financial Income (expenses), Net Year ended A. Financial income December 31, 2021 2020 Revaluation of derivative 7 - Revaluation investment in marketable securities 49 33 Other 10 28 66 61 Year ended B. Financial expense December 31, 2021 2020 Exchange rate differences - 65 Other 9 7 9 72 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair value of the Acquisition | The following table summarizes the acquisition date fair value of each major class of consideration: Schedule of Fair value of the Acquisition USD Thousands Cash (*) (*) 300 Issuance of shares of common stock ( 1,743,781 (**) 457 Total consideration transferred 757 (*) The cash payment is subject to working capital adjustments. (**) Quoted price as of the acquisition date |
Schedule of Fair Value of Assets Acquired and Liabilities | The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date: Schedule of Fair Value of Assets Acquired and Liabilities Thousands Cash and Cash Equivalent 0 Trade receivables 89 Other receivables 239 Inventory 864 Fixed assets 55 Long-term deposits 31 Selling platform (*) 378 Goodwill 268 Short-term credit (181 ) Trade payables (660 ) Other payables (101 ) Long-term loan (138 ) Deferred Taxes (87 ) Total net assets acquired 757 (*) The estimated useful life of the selling platform is three years 84 32 |
Operating Segments (Tables)
Operating Segments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Operating Segments | Information related to the operations of the Company’s reportable operating segments is set forth below: Schedule of Reportable Operating Segments Fashion and equipment e-commerce platform SaaS Solutions Total For the nine months ended September 30, 2022 Revenue 1,797 134 1,931 Operating (loss) income (215 ) (5,517 ) (5,732 ) For the three months ended September 30, 2022 Revenue 685 41 726 Operating (loss) income (286 ) (1,689 ) (1,975 ) Fashion and equipment e-commerce platform SaaS Solutions For September 30, 2022: Assets 1,697 6,494 |
General (Details Narrative)
General (Details Narrative) $ in Thousands, ₪ in Millions | 12 Months Ended | |||||
Oct. 28, 2021 shares | May 26, 2021 shares | Dec. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 ILS (₪) | Dec. 31, 2020 USD ($) | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Purchasing an interest venture percentage | 18% | 18% | ||||
Ventures development period | 7 years | |||||
Purchasing venture agreement terms | As part of the agreement, the Seller received an option to buy back the Assets for consideration which will reflect the market fair value at that time, on the occurrence of the following events: a) if a motion is filed to liquidate the Company; b) if seven years after signing the agreement, the Company’s total accumulated revenues, direct or indirect, from the Venture or the commercialization of the patent will be lower than NIS 3.6 million | |||||
Accumulated revenue | ₪ | ₪ 3.6 | |||||
Retained earnings accumulated deficit | $ | $ 45,191 | $ 51,121 | $ 34,671 | |||
Private Placement [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 150,889 | |||||
My Size Israel [Member] | Shoshana zigdon [Member] | Private Placement [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 100,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment Annual Rate (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computers and Peripheral Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, depreciation rate | 33% |
Office Furniture and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, depreciation rate | 7% |
Office Furniture and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, depreciation rate | 15% |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, terms | Over the term of the lease or the useful life of the improvements, whichever is shorter |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Impairment of long-lived assets | $ 0 | $ 0 |
Severance pay deposit rate | 8.33% | |
Income tax benefit, description | measure the tax benefit as the largest amount that is greater than 50 percent (cumulative basis) likely to be realized upon settlement | |
Unrecognized tax benefits | $ 0 | $ 0 |
Schedule of Cash and Cash Equiv
Schedule of Cash and Cash Equivalent Balance (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | $ 4,360 | $ 10,670 | $ 1,689 |
Other [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | 53 | 17 | |
United States of America, Dollars | |||
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | 10,184 | 1,217 | |
Israel, New Shekels | |||
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | $ 433 | $ 455 |
Schedule of Other Receivables a
Schedule of Other Receivables and Prepaid Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Prepaid expenses and other current assets | $ 429 | $ 413 |
Government authorities | 17 | 19 |
Other | 133 | 50 |
Total | $ 579 | $ 482 |
Schedule of Property and Equi_2
Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, cost, beginning balance | $ 300 | $ 263 | |
Additions | 23 | 16 | |
Disposals | (2) | ||
Translation adjustments | 11 | 23 | |
Property and equipment, cost, ending balance | 334 | 300 | |
Accumulated depreciation, beginning balance | 172 | 122 | |
Additions | 42 | 40 | |
Disposals | (2) | ||
Translation adjustments | 8 | 12 | |
Accumulated depreciation, ending balance | 222 | 172 | |
Property and equipment net, carrying amounts | 112 | 128 | $ 144 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, cost, beginning balance | 182 | 156 | |
Additions | 23 | 16 | |
Disposals | (2) | ||
Translation adjustments | 7 | 12 | |
Property and equipment, cost, ending balance | 212 | 182 | |
Accumulated depreciation, beginning balance | 146 | 112 | |
Additions | 27 | 26 | |
Disposals | (2) | ||
Translation adjustments | 6 | 10 | |
Accumulated depreciation, ending balance | 179 | 146 | |
Property and equipment net, carrying amounts | 33 | 36 | |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, cost, beginning balance | 58 | 52 | |
Additions | |||
Disposals | |||
Translation adjustments | 2 | 6 | |
Property and equipment, cost, ending balance | 60 | 58 | |
Accumulated depreciation, beginning balance | 14 | 8 | |
Additions | 5 | 5 | |
Disposals | |||
Translation adjustments | 1 | 1 | |
Accumulated depreciation, ending balance | 20 | 14 | |
Property and equipment net, carrying amounts | 40 | 44 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, cost, beginning balance | 60 | 55 | |
Additions | |||
Disposals | |||
Translation adjustments | 2 | 5 | |
Property and equipment, cost, ending balance | 62 | 60 | |
Accumulated depreciation, beginning balance | 12 | 2 | |
Additions | 10 | 9 | |
Disposals | |||
Translation adjustments | 1 | 1 | |
Accumulated depreciation, ending balance | 23 | 12 | |
Property and equipment net, carrying amounts | $ 39 | $ 48 |
Schedule of Future Minimum Rema
Schedule of Future Minimum Remaining Rental Payments (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Leases | |
2022 | $ 175 |
2023 | 184 |
2024 | 184 |
2025 | $ 123 |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Leases | |
2022 | $ 180 |
2023 | 191 |
2024 | 191 |
2025 | 127 |
Thereafter | 689 |
Less imputed interest: | (78) |
Total lease liabilities | $ 611 |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2019 USD ($) | Aug. 31, 2019 ILS (₪) | Dec. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2020 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Operating lease agreement, description | These leases generally have terms which range from 1 year to 6 years, and often include one or more options to renew. These renewal terms can extend the lease term from 1 year to 6 years, and are included in the lease term when it is reasonably certain that the Company will exercise the option | ||||
Lease right of use asset | $ 776 | $ 659 | $ 911 | ||
Operating lease liability current | 138 | 177 | 129 | ||
Operating lease liability non-current | $ 473 | $ 368 | $ 579 | ||
Operating lease discount rate | 8.69% | ||||
Improvements [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Operating lease accumulated amortization | $ 164 | ||||
Office Space Lease Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Operating lease agreement, description | The lease term is for | The lease term is for | |||
Operating lease term | 36 months | 36 months | |||
Lease expiration date | Aug. 20, 2022 | Aug. 20, 2022 | |||
Lease option to extend term | option to extend for an additional 36 months | option to extend for an additional 36 months | |||
Monthly rent payments | $ 14 | ₪ 45,000 |
Schedule of Related Party Payab
Schedule of Related Party Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Due to related parties | $ 63 | $ 49 | |
Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Due to related parties | [1] | 43 | 38 |
Director [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Due to related parties | $ 20 | $ 11 | |
[1]The amount includes the net salary payable. |
Schedule of Related Parties Ben
Schedule of Related Parties Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Related parties benefits | $ 983 | $ 1,303 |
Director [Member] | ||
Related Party Transaction [Line Items] | ||
Related parties benefits | 58 | 48 |
Deferred Compensation, Share-Based Payments [Member] | ||
Related Party Transaction [Line Items] | ||
Related parties benefits | 73 | 467 |
Salaries and related expenses [Member] | ||
Related Party Transaction [Line Items] | ||
Related parties benefits | $ 852 | $ 788 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Fair Value, Inputs, Level 1 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Investment in marketable securities | [1] | [1] | |||
Warrants and derivatives | |||||
Fair Value, Inputs, Level 2 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Investment in marketable securities | 80 | [1] | 108 | [1] | 59 |
Warrants and derivatives | 28 | 2 | 1 | ||
Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Investment in marketable securities | [1] | [1] | |||
Warrants and derivatives | |||||
[1]For the nine and three-month periods ended September 30, 2022 and 2021, the recognized gain (loss) (based on quoted market prices with a discount due to security restrictions on iMine shares) of the marketable securities was ($ 28 17 46 24 |
Financial Instruments (Details
Financial Instruments (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Marketable Securities, Realized Gain (Loss) | $ 49 | $ 33 |
Marketable Securities | $ 108 | $ 59 |
Schedule of Tax Rates Relevant
Schedule of Tax Rates Relevant to the Company's Israeli Subsidiary (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Israel Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Effective income tax rate | 23% | 23% |
Schedule of Components of Loss
Schedule of Components of Loss From Continuing Operations, Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S | $ (3,802) | $ (2,334) |
Non-U.S. (foreign) | (6,718) | (3,823) |
Net loss | $ (10,520) | $ (6,157) |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | |||
Operating loss carryforwards | $ 20,238 | $ 18,177 | |
Warrants and options | 126 | 98 | |
Marketable securities | 377 | 367 | |
Other temporary differences | 341 | 326 | |
Deferred tax assets before valuation allowance | 21,082 | 18,968 | |
Valuation allowance | (21,082) | (18,968) | $ (17,210) |
Net deferred tax asset |
Schedule of Reconciliation of V
Schedule of Reconciliation of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of the year | $ 18,968 | $ 17,210 |
Additions in valuation allowance to the income statement | 1,625 | 991 |
Additions in valuation allowance due to exchange rate differences | 489 | 767 |
Balance at end of the year | $ 21,082 | $ 18,968 |
Schedule of Components of Incom
Schedule of Components of Income Tax Expenses Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | $ 10,520 | $ 6,157 |
Statutory tax rate | 21% | 21% |
Computed “expected” tax income | $ 2,209 | $ 1,293 |
Foreign tax rate differences and exchange rate differences | 131 | 65 |
Nondeductible expenses | (715) | (367) |
Change in valuation allowance | (1,625) | (991) |
Taxes on income |
Taxes on Income (Details Narrat
Taxes on Income (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2021 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Operating loss carryforwards | $ 26,000 | |
My Size Israel [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Operating loss carryforwards | 64,000 | |
Topspin Medical (Israel) Ltd. [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Operating loss carryforwards | $ 47,500 | |
Maximum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Effective income tax rate | 35% | |
Minimum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Effective income tax rate | 21% |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Warrants Outstanding, Beginning balance | 216,859 | 5,772 |
Weighted Average Exercise Price Outstanding, Beginning balance | $ 36.75 | $ 102.5 |
Weighted Average Remaining Life in Years, Outstanding | 4 years 3 months 3 days | 3 years 21 days |
Number of Warrants, Issued | 206,214 | 214,555 |
Number of Warrants, Expired or exercised | (135,109) | (3,468) |
Number of Warrants Outstanding, ending balance | 287,964 | 216,859 |
Weighted Average Exercise Price Outstanding, ending balance | $ 31 | $ 36.75 |
Weighted Average Remaining Life in Years, Outstanding | 4 years 4 months 6 days | 4 years 3 months 3 days |
Number of Warrants, Exercisable | 287,964 | |
Warrants Weighted Average Exercise Price, Exercisable | $ 3 | |
Weighted Average Remaining Life in Years, Exercisable | 4 years 4 months 6 days |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 28, 2021 | May 26, 2021 | May 07, 2021 | Mar. 25, 2021 | Jan. 08, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Stock Issued During Period, Value, New Issues | $ 8,500 | $ 5,035 | $ 12,583 | $ 5,995 | ||||||
Proceeds from Issuance of Common Stock | $ 7,560 | 5,035 | 12,583 | 5,995 | ||||||
Proceeds from Warrant Exercises | $ 822 | $ 3,709 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 31 | $ 36.75 | $ 102.5 | |||||||
Mrs zigdon [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | |||||||||
Warrant [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | 135,109 | |||||||||
Proceeds from Warrant Exercises | $ 3,709 | |||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 31.5 | |||||||||
Public Offering [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 104,742 | 62,768 | ||||||||
Stock Issued During Period, Value, New Issues | $ 3,300 | $ 2,008 | ||||||||
Proceeds from Issuance of Common Stock | $ 2,872 | $ 1,700 | ||||||||
Over-Allotment Option [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 15,192 | |||||||||
IPO [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 100,592 | |||||||||
Shares Issued, Price Per Share | $ 33.8 | $ 1.26 | ||||||||
Proceeds from underwriting discount | $ 463 | |||||||||
Concurrent Private Placement [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,592 | |||||||||
Private Placement [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 150,889 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 113,167 | |||||||||
Private Placement [Member] | Placement Agent [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 17,604 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 42.25 | |||||||||
Warrants and Rights Outstanding, Maturity Date | Oct. 26, 2026 |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 327 | $ 350 | $ 373 | $ 645 | ||
Stock-based compensation expense | $ 165 | $ 118 | 327 | 350 | ||
Research and Development Expense [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 95 | 206 | ||||
Stock-based compensation expense | 4 | 33 | 22 | 103 | ||
Selling and Marketing Expense [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 180 | 146 | ||||
Stock-based compensation expense | 57 | 71 | 115 | 164 | ||
General and Administrative Expense [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 98 | $ 293 | ||||
Stock-based compensation expense | 65 | 14 | 123 | 83 | ||
Cost Of Revenues [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 39 | $ 67 |
Schedule of Options Granted to
Schedule of Options Granted to Consultants (Details) | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options for Common stock | 8,569 |
Options exercisable | 7,644 |
April 2012 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options for Common stock | 123 |
Weighted Average exercise price per share | $ / shares | $ 56.25 |
Options exercisable | 123 |
Expiration date | April 2022 |
February 2018 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options for Common stock | 15 |
Weighted Average exercise price per share | $ / shares | $ 528.75 |
Options exercisable | 15 |
Expiration date | May 2021- February 2023 |
August 2018-December 2018 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options for Common stock | 534 |
Weighted Average exercise price per share | $ / shares | $ 352.5 |
Options exercisable | 267 |
Expiration date | August 2023 - December 2023 |
July 2020 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options for Common stock | 107 |
Weighted Average exercise price per share | $ / shares | $ 375 |
Options exercisable | 72 |
Expiration date | April 2021- July 2023 |
June 2020 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options for Common stock | 300 |
Weighted Average exercise price per share | $ / shares | $ 32.5 |
Options exercisable | 300 |
Expiration date | March 2022 |
September-October 2020 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options for Common stock | 1,490 |
Weighted Average exercise price per share | $ / shares | $ 27.25 |
Options exercisable | 867 |
Expiration date | October 2024- September 2025 |
May-June 2021 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options for Common stock | 6 |
Weighted Average exercise price per share | $ / shares | $ 41.75 |
Options exercisable | 6,000 |
Expiration date | December 31 2022 |
Schedule of Stock Options Assum
Schedule of Stock Options Assumptions (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Dividend yield | 0% | ||
Expected volatility | 96.52% | ||
Risk-free interest | 4.06% | ||
Expected life | 5 years | ||
Non-employee [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Dividend yield | 0% | 0% | |
Expected volatility | 125.15% | ||
Risk-free interest | 0.16% | ||
Expected life | 1 year 6 months 7 days | ||
Non-employee [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected volatility | 101.65% | ||
Risk-free interest | 0.17% | ||
Expected life | 1 year 6 months | ||
Non-employee [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected volatility | 106.74% | ||
Risk-free interest | 0.30% | ||
Expected life | 4 years | ||
Employees [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Dividend yield | 0% | 0% | |
Expected volatility | 98.47% | 95.06% | |
Risk-free interest | 0.96% | 0.338% | |
Employees [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected life | 2 years | 2 years | |
Employees [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected life | 2 years 3 months 7 days | 4 years 9 months 18 days |
Schedule of Shares Option Activ
Schedule of Shares Option Activity (Details) - Equity Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Offsetting Assets [Line Items] | ||
Number of options Outstanding, Beginning balance | 39,094 | 6,556 |
Weighted average exercise price Outstanding, Beginning balance | $ 26 | $ 346.75 |
Number of options , Granted | 3,900 | 34,480 |
Weighted average exercise price, Granted | $ 31.25 | $ 26 |
Number of options, Exercised | (752) | |
Weighted average exercise price, Exercised | ||
Number of options, Expired | (6,500) | (1,942) |
Weighted average exercise price, Expired | ||
Number of options Outstanding, Ending balance | 35,742 | 39,094 |
Weighted Average exercise price Outstanding, Ending balance | $ 26.50 | $ 26 |
Number of options, Vested at year end | 27,063 | 15,937 |
Weighted average exercise price, Vested at year end | $ 26 | $ 26 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 29, 2022 | Aug. 10, 2020 | Oct. 31, 2020 | Apr. 30, 2020 | Jul. 31, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2021 | Dec. 29, 2021 | Jun. 30, 2021 | May 31, 2021 | Aug. 09, 2020 | May 25, 2020 | Dec. 31, 2019 | Mar. 31, 2017 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Stock-based compensation expenses | $ 327 | $ 350 | $ 373 | $ 645 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 31 | $ 36.75 | $ 102.5 | ||||||||||||||||
Stock option plan expenses | $ 9 | $ 312 | 53 | 234 | $ 252 | $ 560 | |||||||||||||
Unrecognized compensation cost | $ 62 | ||||||||||||||||||
Weighted-average period recognized | 7 months 24 days | ||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 165 | 118 | 327 | 350 | |||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 186,000 | ||||||||||||||||||
Research and Development Expense [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Stock-based compensation expenses | $ 95 | 206 | |||||||||||||||||
Stock option plan expenses | 94 | 190 | |||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 4 | 33 | 22 | 103 | |||||||||||||||
Selling and Marketing Expense [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Stock-based compensation expenses | 180 | 146 | |||||||||||||||||
Stock option plan expenses | 97 | 117 | |||||||||||||||||
Share-Based Payment Arrangement, Expense | 57 | 71 | 115 | 164 | |||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Stock-based compensation expenses | 98 | 293 | |||||||||||||||||
Stock option plan expenses | $ 61 | $ 253 | |||||||||||||||||
Share-Based Payment Arrangement, Expense | 65 | $ 14 | 123 | 83 | |||||||||||||||
Equity Option [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 35,742 | 39,094 | 6,556 | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 3,900 | 34,480 | |||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | |||||||||||||||||||
2017 Employee Plan [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 290,000 | 8,000 | 230,800 | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 3,900 | 34,480 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period | 2,075 | ||||||||||||||||||
2017 Consultant Incentive Plan Member [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 8,667 | 230,800 | 58,000 | 18,667 | |||||||||||||||
2017 Equity Incentive Plan [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 230,800 | 58,000 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | The restricted shares shall vest in three equal installments on January 1, 2023, January 1, 2024 and January 1, 2025 for Ronen Luzon, Or Kles, Billy Pardo and Ilia Turchinsky and on January 27, 2023, January 27, 2024 and January 27, 2025 for Ezequiel Javier Brandwain, conditioned upon continuous employment with the Company, and subject to accelerated vesting upon a change in control of the Company. | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 10,000 | ||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 5.25 | ||||||||||||||||||
Maximum [Member] | 2017 Employee Plan [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 58,000 | ||||||||||||||||||
Minimum [Member] | 2017 Employee Plan [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 8,000 | ||||||||||||||||||
Consultant14 [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 107 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 375 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years | ||||||||||||||||||
Stock-based compensation expenses | $ 14 | $ 8 | |||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 0 | $ 3 | 7 | 10 | |||||||||||||||
Consultant14 [Member] | At Execution [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 889 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 27 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years | ||||||||||||||||||
Consultant14 [Member] | At Execution [Member] | Maximum [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 890 | ||||||||||||||||||
Consultant16 [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 240 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 50 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 18 months | ||||||||||||||||||
Stock-based compensation expenses | 1 | 1 | |||||||||||||||||
Consultant17 [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 600 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 27.50 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years | ||||||||||||||||||
Stock-based compensation expenses | 8 | 3 | |||||||||||||||||
Consultant eighteen [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Stock-based compensation expenses | 64 | ||||||||||||||||||
Consultant eighteen [Member] | Warrant One [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 37.50 | ||||||||||||||||||
Warrants and Rights Outstanding, Maturity Date | Dec. 31, 2022 | ||||||||||||||||||
Consultant eighteen [Member] | Warrant Two [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 50 | ||||||||||||||||||
Warrants and Rights Outstanding, Maturity Date | Dec. 31, 2022 | ||||||||||||||||||
Consultant ninteen [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Stock-based compensation expenses | 34 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 37.50 | ||||||||||||||||||
Warrants and Rights Outstanding, Maturity Date | Dec. 31, 2022 | ||||||||||||||||||
Employees & Directors [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 5,610 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 26 | ||||||||||||||||||
Stock-based compensation expenses | 1 | $ 50 | |||||||||||||||||
Incremental compensation cost | $ 53 | ||||||||||||||||||
Share-Based Payment Arrangement, Expense | 2 | $ 1 | |||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 53 | ||||||||||||||||||
Employees & Directors [Member] | Equity Option [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 28,048 | ||||||||||||||||||
Employees & Directors [Member] | Maximum [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 453.75 | ||||||||||||||||||
Employees & Directors [Member] | Minimum [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 228.75 | ||||||||||||||||||
Chief Executive Officer [Member] | 2017 Consultant Incentive Plan Member [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 26 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 6,400 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights | One quarter of such options vested on November 26, 2020, one quarter vest on May 26, 2021, one quarter vest on November 26, 2021 and one quarter vest on May 26, 2022 | ||||||||||||||||||
Chief Executive Officer [Member] | 2017 Consultant Incentive Plan Member [Member] | Performance-based restricted stock units [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 3,200 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights | each representing the right to receive one share of common stock, which vest (x) upon the Company generating revenue of at least $50,000 in the Russian Federation during the year ended 2020, or (y) upon the Company generating revenue of at least $500,000 in the Russian Federation during the year ending 2021 | ||||||||||||||||||
Chief Financial Officer [Member] | 2017 Consultant Incentive Plan Member [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 26 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 5,200 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights | One quarter of such options vested on November 26, 2020, one quarter vest on May 26, 2021, one quarter vest on November 26, 2021 and one quarter vest on May 26, 2022 | ||||||||||||||||||
Chief Operating Officer & Chief Product Officer [Member] | 2017 Consultant Incentive Plan Member [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 26 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 5,200 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights | One quarter of such options vested on November 26, 2020, one quarter vest on May 26, 2021, one quarter vest on November 26, 2021 and one quarter vest on May 26, 2022 | ||||||||||||||||||
Other Employees [Member] | 2017 Consultant Incentive Plan Member [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 26 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 13,036 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights | One quarter of such options vested on November 26, 2020, one quarter vest on May 26, 2021, one quarter vest on November 26, 2021 and one quarter vest on May 26, 2022 | ||||||||||||||||||
Non-employee board members [Member] | 2017 Consultant Incentive Plan Member [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 26 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 1,200 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights | These options vested on November 26, 2020 | ||||||||||||||||||
Ronen Luzon [Member] | 2017 Equity Incentive Plan [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 100,000 | ||||||||||||||||||
Or Kles [Member] | 2017 Equity Incentive Plan [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 24,000 | ||||||||||||||||||
Billy Pardo [Member] | 2017 Equity Incentive Plan [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 24,000 | ||||||||||||||||||
Ilia Turchinsky [Member] | 2017 Equity Incentive Plan [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 16,000 | ||||||||||||||||||
Ezequiel Javier Brandwain [Member] | 2017 Equity Incentive Plan [Member] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 12,000 |
Contingencies and Commitments (
Contingencies and Commitments (Details Narrative) $ in Thousands | Apr. 11, 2022 ILS (₪) | Dec. 09, 2021 USD ($) | Nov. 04, 2021 USD ($) | Jul. 05, 2021 USD ($) | Jul. 05, 2021 ILS (₪) | Sep. 27, 2018 USD ($) | Aug. 07, 2018 USD ($) | Aug. 02, 2018 USD ($) | Jul. 05, 2021 ILS (₪) |
Settlement agreement [Member] | |||||||||
Settlement paid | $ 70 | $ 275 | |||||||
North Empire LLC [Member] | |||||||||
Loss contingency damages sought, value | $ 10,958,589 | $ 616,000 | $ 11,400 | ||||||
North Empire LLC [Member] | Securities Purchase Agreement [Member] | |||||||||
Loss contingency damages sought, value | $ 616 | ||||||||
Fidelity Venture Capital Ltd [Member] | Mr dror atzmon [Member] | |||||||||
Loss contingency damages sought, value | $ 450 | ₪ 1,436,679,000 | |||||||
Gain (loss) on contract termination | 256 | 819,000,000 | |||||||
Loss contingency, damages awarded, value | 415,000 | ₪ 1,329,650,000 | |||||||
Investment owned balance, principal amount | $ 415 | ₪ 1,329,650 | |||||||
Loss contingency, damages paid, value | ₪ | ₪ 15,000 |
Schedule of Sales and Marketing
Schedule of Sales and Marketing (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Sales and marketing expenses | $ 672 | $ 521 | $ 2,526 | $ 1,798 | $ 2,336 | $ 2,196 |
Salaries [Member] | ||||||
Sales and marketing expenses | 574 | 549 | ||||
Consultants and subcontractors [Member] | ||||||
Sales and marketing expenses | 1,086 | 823 | ||||
Selling and Marketing Expense [Member] | ||||||
Sales and marketing expenses | 283 | 450 | ||||
Share based payments for consultants and employees [Member] | ||||||
Sales and marketing expenses | 180 | 163 | ||||
Travel [Member] | ||||||
Sales and marketing expenses | 42 | 23 | ||||
Other Expense [Member] | ||||||
Sales and marketing expenses | $ 171 | $ 188 |
Schedule of General and Adminis
Schedule of General and Administrative Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
General and administrative expenses | $ 802 | $ 1,074 | $ 2,378 | $ 2,303 | $ 4,124 | $ 2,567 | |
Salaries [Member] | |||||||
General and administrative expenses | 461 | 443 | |||||
Professional services [Member] | |||||||
General and administrative expenses | 1,832 | 627 | |||||
Share based payments for consultants [Member] | |||||||
General and administrative expenses | 98 | 276 | |||||
Rent office expenses and communication [Member] | |||||||
General and administrative expenses | 372 | 323 | |||||
Insurance [Member] | |||||||
General and administrative expenses | 627 | 507 | |||||
Settlement Fees [Member] | |||||||
General and administrative expenses | [1] | 345 | |||||
Travel [Member] | |||||||
General and administrative expenses | 6 | ||||||
Director [Member] | |||||||
General and administrative expenses | 59 | 48 | |||||
Other Expense [Member] | |||||||
General and administrative expenses | $ 330 | $ 337 | |||||
[1]See note 12(b) |
Schedule of Financial Income (e
Schedule of Financial Income (expenses), Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | ||
Revaluation of derivative | $ 7 | |
Revaluation investment in marketable securities | 49 | 33 |
Other | 10 | 28 |
Financial income | 66 | 61 |
Exchange rate differences | 65 | |
Other | 9 | 7 |
Financial expense | $ 9 | $ 72 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - Subsequent Event [Member] - USD ($) $ in Thousands | Dec. 07, 2022 | Oct. 07, 2022 | Feb. 07, 2022 |
Subsequent Event [Line Items] | |||
Reverse stock split | 1-for-25 reverse stock split of the Company’s issued and outstanding shares of common stock | ||
Shares purchase aggreement [Member] | |||
Subsequent Event [Line Items] | |||
Sale of stock, cash consideration | $ 1,000,000 | ||
Sale of Stock, Number of Shares Issued in Transaction | 111,602 | ||
Earn out percentage | 10% | ||
Cash consideration sellers in five installments description | The Equity Consideration is payable to the Sellers according to the following payment schedule: (i) 50% at closing, and (ii) the remaining 50% will be issued in eight equal quarterly installments until the lapse of two years from closing, subject to certain downward post-closing adjustment | ||
Shares purchase aggreement [Member] | At Closing [Member] | |||
Subsequent Event [Line Items] | |||
Sale of stock, cash consideration | $ 300,000 | ||
Shares purchase aggreement [Member] | On two-year anniversary [Member] | |||
Subsequent Event [Line Items] | |||
Sale of stock, cash consideration | 350,000 | ||
Shares purchase aggreement [Member] | On three-year anniversary [Member] | |||
Subsequent Event [Line Items] | |||
Sale of stock, cash consideration | $ 350,000 | ||
Shares purchase aggreement [Member] | Orgad international marketing ltd [member] | |||
Subsequent Event [Line Items] | |||
Equity Method Investment, Ownership Percentage | 100% | ||
Share Purchase Agreement [Member] | Naiz Bespoke Technologies [Member] | |||
Subsequent Event [Line Items] | |||
Sale of Stock, Number of Shares Issued in Transaction | 240,000 | ||
Cash consideration sellers in five installments description | The Cash Consideration will be paid to the Sellers in five installments, according to the following payment schedule: (i) US$500,000 at closing, (ii) up to US$500,000 within 45 days of the Company’s receipt of Naiz’s 2022 audited financial statements, (iii) up to US$350,000 within 45 days of the Company’s receipt of Naiz’s unaudited financial statements for the six months ended June 30, 2023, (iv) up to US$350,000 within 45 days of the Company’s receipt of Naiz’s unaudited financial statements for the six months ended December 31, 2023, and (v) up to US$350,000 within 45 days of the Company’s receipt of Naiz’s 2024 audited financial statements; provided that in the case of the second, third, fourth and fifth installments certain revenue targets are met. | ||
Sale of Stock, Percentage of Ownership after Transaction | 19.90% | ||
Shortfall value | $ 459,240 | ||
Share Purchase Agreement [Member] | Naiz Bespoke Technologies [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Sale of Stock, Consideration Received on Transaction | $ 2,050,000 |
Schedule of Intangible Assets E
Schedule of Intangible Assets Estimated Useful Lives (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Selling Platform [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible asset useful life | 3 years |
Schedule of Significant Assets
Schedule of Significant Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Fair Value, Inputs, Level 1 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Investment in marketable securities | [1] | [1] | |||
Derivatives | |||||
Fair Value, Inputs, Level 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Investment in marketable securities | 80 | [1] | 108 | [1] | 59 |
Derivatives | 28 | 2 | 1 | ||
Fair Value, Inputs, Level 3 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Investment in marketable securities | [1] | [1] | |||
Derivatives | |||||
[1]For the nine and three-month periods ended September 30, 2022 and 2021, the recognized gain (loss) (based on quoted market prices with a discount due to security restrictions on iMine shares) of the marketable securities was ($ 28 17 46 24 |
Schedule of Significant Asset_2
Schedule of Significant Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | ||||
Gain (loss) on marketable securities | $ 46 | $ 24 | $ 28 | $ 17 |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumptions of Stock Options (Details) $ / shares in Thousands | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Other Income and Expenses [Abstract] | |
Dividend yield | 0% |
Expected volatility | 96.52% |
Risk-free interest | 4.06% |
Contractual term of up to (years) | 5 years |
Suboptimal exercise multiple (NIS) | $ 5 |
Schedule of Fair value of the A
Schedule of Fair value of the Acquisition (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) | ||
Business Combination and Asset Acquisition [Abstract] | ||
Cash (*) | $ 300 | [1] |
Issuance of shares of common stock (1,743,781 shares) (**) | 457 | [2] |
Total consideration transferred | $ 757 | |
[1]The cash payment is subject to working capital adjustments.[2]Quoted price as of the acquisition date |
Schedule of Fair value of the_2
Schedule of Fair value of the Acquisition (Details) (Parenthetical) | 9 Months Ended |
Sep. 30, 2022 shares | |
Business Combination and Asset Acquisition [Abstract] | |
Issuance of shares of common stock | 1,743,781 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets Acquired and Liabilities (Details) $ in Thousands | Sep. 30, 2022 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | ||
Cash and Cash Equivalent | $ 0 | |
Trade receivables | 89 | |
Other receivables | 239 | |
Inventory | 864 | |
Fixed assets | 55 | |
Long-term deposits | 31 | |
Selling platform (*) | 378 | [1] |
Goodwill | 268 | |
Short-term credit | (181) | |
Trade payables | (660) | |
Other payables | (101) | |
Long-term loan | (138) | |
Deferred Taxes | (87) | |
Total net assets acquired | $ 757 | |
[1]The estimated useful life of the selling platform is three years 84 32 |
Schedule of Fair Value of Ass_2
Schedule of Fair Value of Assets Acquired and Liabilities (Details) (Parenthetical) - Orgad [member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||
Intangible assets, useful life | 3 years | |
Business combination expenses | $ 32 | $ 84 |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Feb. 08, 2022 | ||||
Business Acquisition [Line Items] | |||||||||
Stock Issued During Period, Value, Acquisitions | [1] | $ 458 | [2] | ||||||
Stock Issued During Period, Shares, Acquisitions | 1,743,781 | ||||||||
Cash instalments | $ 2,618 | $ 2,618 | [3] | ||||||
Stocks issuance | $ 768 | ||||||||
Business combination transaction costs | 55 | $ 55 | $ 55 | ||||||
Orgad [member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, percentage of voting interests acquired | 100% | ||||||||
Revenues | 685 | $ 1,797 | |||||||
Proforma revenue | 2,768 | ||||||||
Proforma, net loss | $ 2,272 | ||||||||
Stock Issued During Period, Value, Acquisitions | $ 350,000 | ||||||||
Earn out payments | 10% | ||||||||
Cash instalments | 201 | $ 328 | |||||||
Stocks issuance | $ 156 | $ 267 | |||||||
Orgad [member] | Eight Equal Quarterly Instalments [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 69,752 | ||||||||
[1]See note 6 a.[2]See note 6 a.[3] See note 1 b |
Schedule of Reportable Operatin
Schedule of Reportable Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 726 | $ 31 | $ 1,931 | $ 88 | $ 131 | $ 142 |
Operating loss (income) | (1,975) | (5,732) | ||||
Assets | 8,191 | 8,191 | $ 12,558 | $ 3,566 | ||
Fashion And Equipment E Commerce Platform [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 685 | 1,797 | ||||
Operating loss (income) | (286) | (215) | ||||
Assets | 1,697 | 1,697 | ||||
Saas Solutions [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 41 | 134 | ||||
Operating loss (income) | (1,689) | (5,517) | ||||
Assets | $ 6,494 | $ 6,494 |