Raphael Pharmaceutical (RAPH) 10-K 24 Mar 23 2022 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 23, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	Raphael Pharmaceutical Inc.
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		16,135,790
Entity Public Float			$ 0
Amendment Flag	false
Entity Central Index Key	0001415397
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	000-53002
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	26-0204284
Entity Address, Address Line One	4 Lui Paster
Entity Address, City or Town	Tel Aviv-Jaffa
Entity Address, Country	IL
Entity Address, Postal Zip Code	6803605
City Area Code	(972)
Local Phone Number	52-775-5072
Title of 12(g) Security	Common Stock, $0.01 par value
Entity Interactive Data Current	Yes
Auditor Name	Brightman Almagor Zohar & Co
Auditor Firm ID	6629
Auditor Location	Tel Aviv, Israel

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 288	$ 153
Other current assets	43	269
Total current assets	331	422
Non-Current assets:
Fixed asset, net	2
Total assets	333	422
Current liabilities:
Other accounts payable and accrued expenses	224	272
Payable to related party	3	22
Total current liabilities	227	294
Stockholders’ equity (deficit):
Issued and outstanding: 15,624,040 and 12,970,540 as of December 31, 2022 and December 31, 2021, respectively	157	130
Additional paid-in capital	5,974	2,665
Accumulated deficit	(6,025)	(2,667)
Total stockholders’ equity	106	128
Total liabilities and stockholders’ equity	$ 333	$ 422

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	21,020,560	21,020,560
Common stock, shares issued	15,624,040	12,970,540
Common stock, shares outstanding	15,624,040	12,970,540

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Research and development expenses	$ 1,178	$ 776
General and administrative expenses	2,139	853
Operating loss	3,317	1,629
Total financial expense, net	41	(5)
Net loss and comprehensive loss	$ 3,358	$ 1,624
Basic and diluted net loss per share (in Dollars per share)	$ 0.23	$ 0.14
Weighted average number of common shares used in computing basic and diluted net loss per share (in Shares)	14,341,518	11,171,704

Consolidated Statements of Co_2

Consolidated Statements of Comprehensive Loss (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Basic and diluted net loss per share (in Dollars per share)	$ 0.23	$ 0.14
Weighted average number of common shares used in computing basic and diluted net loss per share (in Shares)	14,341,518	11,171,704

Consolidated Statements of Chan

Consolidated Statements of Changes Stockholders’ in Equity (Deficit) - USD ($) $ in Thousands		Common stock	Additional paid-in capital	Accumulated deficit	Total
Balance at Dec. 31, 2020	[1]	$ 95	$ 905	$ (1,043)	$ (43)
Balance (in Shares) at Dec. 31, 2020	[1]	9,459,253
Issuance of common stock and warrants		$ 25	1,264		1,289
Issuance of common stock and warrants (in Shares)		2,460,259
Effect of reverse recapitalization transaction (Notes 1a and 7b)		$ 10	496		506
Effect of reverse recapitalization transaction (Notes 1a and 7b) (in Shares)		1,051,028
Net loss				(1,624)	(1,624)
Balance at Dec. 31, 2021		$ 130	2,665	(2,667)	128
Balance (in Shares) at Dec. 31, 2021		12,970,540
Issuance of common stock and warrants		$ 8	885		893
Issuance of common stock and warrants (in Shares)		831,000
Issuance of common stock in exchange for services		$ 19	2,424		2,443
Issuance of common stock in exchange for services (in Shares)		1,822,500
Net loss				(3,358)	(3,358)
Balance at Dec. 31, 2022		$ 157	$ 5,974	$ (6,025)	$ 106
Balance (in Shares) at Dec. 31, 2022		15,624,040
[1]Number of shares has been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the reverse recapitalization transaction and to reflect adjustment to the share par value (refer to Note 1a).

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net loss	$ (3,358)	$ (1,624)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based payment in exchange for services	2,290
Changes in:
Other current assets	226	(41)
Related parties	(19)	13
Other accounts payables and accrued expenses	102	234
Net cash used in operating activities	(759)	(1,418)
Cash flows from investing activities
Purchase of fixed assets	(2)
Net cash provided by investing activities	(2)
Cash flows from financing activities
Receipt of a loan		174
Proceeds from issuance of common stock and warrants	896	1,289
Cash acquired in the reverse recapitalization		13
Net cash provided by financing activities	896	1,476
Change in cash and cash equivalents	135	58
Cash and cash equivalents at the beginning of the year	153	95
Cash and cash equivalents at the end of the year	288	153
Non cash supplement
Issuance of shares for past services (Note 7e)	150
Non cash issuance costs (Note 7g)	70	102
(*) Cash acquired in the reverse recapitalization:
Current assets (excluding cash and cash equivalents)		(531)
Current liabilities		38
Reverse recapitalization effect on equity		506
Cash acquired in connection with reverse recapitalization transaction		$ 13

General

General	12 Months Ended
	Dec. 31, 2022
General [Abstract]
GENERAL	NOTE 1:- GENERAL a. Raphael Pharmaceutical Inc (formerly Easy Energy, Inc.) (the "Company") was incorporated under the laws of the State of Nevada on May 17, 2007. The Company is headquartered in Tel Aviv-Jaffa, Israel. From April 1, 2011 until December 31, 2019, the Company was not active. On October 8, 2020, the Company and its stockholders entered into a Share Exchange Agreement (the “Share Exchange”) with an Israeli pharmaceutical company (“Raphael”), according to which, among other matters, all shareholders of Raphael will sell and convey the entire holdings in Raphael to the Company such that following the Share Exchange, the shareholders of Raphael will hold 90% of the issued and outstanding common stock of the Company, and the existing shareholders of the Company will hold the remaining 10% of the issued and outstanding common stock. On May 14, 2021, the Company’s board of directors and stockholders approved a 1-for-100 reverse split of the Company’s common stock, which was implemented and became effective as of May 14, 2021. The reverse split combined each one hundred (100) shares of the Company’s issued and outstanding Common stock into one share of common stock. No fractional shares were issued in connection with the reverse split, and any fractional shares resulting from the reverse split were rounded up to the nearest whole share. On May 14, 2021, Raphael and the Company, completed the Share Exchange pursuant to which 9,459,253 common stock were issued to the shareholders of Raphael so that they became the holders of 90% of the issued and outstanding common stock of the Company immediately after the Share Exchange while the Company’s shareholders hold, following the Share Exchange, 1,051,028 common stock which represents 10% of the Company. On May 19, 2021, as agreed by the parties to the Share Exchange, the Company changed its name to Raphael Pharmaceutical Inc. Following such Share Exchange, Raphael’s activities are the sole activities of the Company. The Share Exchange was accounted for as a reverse recapitalization which is outside the scope ASC 805, "Business Combinations" (“ASC 805”), as the Company, the legal acquirer, is considered a non-operating public shell, and is therefore not a business as defined in ASC 805. As the shareholders of Raphael received the largest ownership interest in the Company, Raphael was determined to be the “accounting acquirer” in the Share Exchange. As a result, the historical financial statements of the Company were replaced with the financial statement of Raphael for all periods presented. Company’s common stock began public trading on the over the counter market in the U.S. in January 2023 under the symbol “RAPH”. b. Going concern and management plans The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since its inception, the Company has devoted substantially all of its efforts to research and development, clinical trials, and raising capital. The Company is still in its development and pre-clinical stage and has not yet generated revenues. The extent of the Company's future operating losses and the timing of becoming profitable are uncertain. As of December 31, 2022, the Company's accumulated deficit was $6,025, the net loss for the year then ended was $3,358 and the net cash used in operating activities was $759. The Company has funded its operations to date primarily through equity financing. Additional funding will be required to complete the Company's research and development and clinical trials, to attain regulatory approvals, to begin the commercialization efforts of the Company's product and to achieve a level of sales adequate to support the Company's cost structure. Management's plans include, but are not limited to, raising capital in the United States. There can be no assurance that it will be able to successfully raise additional financing, including in a public offering, or obtain additional financing on a timely basis or on terms acceptable to the Company, or at all. Management expects that the Company will continue to generate losses from the development, clinical development and regulatory activities of its product, which will result in negative cash flow from operating activity. This has led management to conclude that substantial doubt about the Company's ability to continue as a going concern exists in the event that additional funding does not occur. If such sufficient financing is not received timely, the Company will not have sufficient cash flows and liquidity to finance its business operations as currently contemplated and would then need to pursue a plan to license its assets, seek to be acquired by another entity, cease operations and/or seek bankruptcy protection. The Company's financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
General [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES a. Basis of presentation: The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its subsidiary. Intercompany accounts and transactions have been eliminated upon consolidation. b. Use of estimate in preparation of financial statements: The preparation of consolidated 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. The Company evaluates on an ongoing basis its assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. c. Financial statements in United States dollars: The Company’s functional currency is the U.S. dollar (“dollar” or “$”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in currencies other than dollars have been re-measured to dollars. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in currencies other than dollars are reflected in the statements of comprehensive loss as financial expenses, net. d. Cash and cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less as of the date acquired and that are exposed to insignificant risk of change in value. e. Fair value measurements: The carrying values of Company’s financial assets and liabilities, including cash and cash equivalents, other current assets, related parties, accounts payable and accrued expenses approximate their fair value due to the short-term maturity of these instruments. f. Research and development expenses: Research and development expenses are charged to the statements of comprehensive loss as incurred. g. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. As of December 31, 2022, and 2021, the Company had a full valuation allowance on its deferred tax assets. h. Basic and diluted net loss per share: Earnings or loss per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to ASC 260-10-45. Pursuant to ASC 260-10-45-10 through 260-10-45-16 Basic EPS is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Loss available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) from loss from operating loss (if that amount appears in the statements of comprehensive loss) and also from net loss. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common stock had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. The net loss per share and the weighted average number of shares used in computing basic and diluted net loss per share is as follows: For the Year Ended 2022 2021 Numerator: Net loss applicable to common stockholders $ (3,358 ) $ (1,624 ) Denominator: Number of shares of common stock used in computing basic and diluted net loss per share 14,341,518 11,171,704 Net loss of shares of common, basic and diluted $ (0.23 ) $ (0.14 ) i. Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize their leases contracts as assets and liabilities in the financial statements. Furthermore, the ASU requires the Company to continue recognizing expenses but recognize expenses on their statements of comprehensive loss in a manner similar to current lease accounting. The amendments in this ASU are effective January 1, 2019. In July 2018, the FASB issued ASU 2018-11, Leases - Targeted Improvements, to allow a company to elect an optional modified retrospective transition method that applies the new lease requirements through a cumulative-effect adjustment in the period of adoption. Effective January 2019, the Company adopted the new lease accounting standard. The Company elected to apply the practical expedients permitted under the transition guidance within the new standard. As such, there was no impact on the Company's financial statements as a result of adopting ASU 2016-02. See note 6a for more details. j. Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 replaces the current incurred loss model guidance with a new method that reflects expected credit losses. Under this guidance, an entity would recognize an allowance for credit losses equal to its estimate of expected credit losses on financial assets measured at amortized cost. In November 2019, the FASB extended the effective date of ASU 2016-13 for smaller reporting companies. As a result, ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022, with early adoption permitted. The standard did not have a significant impact on the Company’s consolidated financial statements. In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). The guidance is effective for the Company on January 1, 2022. The standard did not have a significant impact on the Company’s consolidated financial statements.

Other Current Assets

Other Current Assets	12 Months Ended
	Dec. 31, 2022
Other Current Assets [Abstract]
OTHER CURRENT ASSETS	NOTE 3:- OTHER CURRENT ASSETS As of December 31, 2022 2021 Receivables from governmental authorities $ 38 $ 92 Prepaid expenses 5 177 $ 43 $ 269

Other Accounts Payable and Accr

Other Accounts Payable and Accrued Expenses	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES	NOTE 4:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of December 31, 2022 2021 Account payables $ 72 $ 107 Accrued expenses 152 165 $ 224 $ 272

Contingent Liabilities and Comm

Contingent Liabilities and Commitments	12 Months Ended
	Dec. 31, 2022
Contingent Liabilities and Commitments [Abstract]
CONTINGENT LIABILITIES AND COMMITMENTS	NOTE 5:- CONTINGENT LIABILITIES AND COMMITMENTS a. Lease commitments: Starting February 1, 2022, the Company began renting its offices from a third party for a rental monthly fee of approximately $1 per month. The rent period is for a period of one month which renews on a monthly basis. The Company elected to apply the practical expedients permitted under the transition guidance within the new standard, and the Company also elected not to apply the recognition requirements in the lease standard to short-term leases (less than 12 months) as of the adoption date. As such, there was no impact on the Company's financial statements as a result of adopting ASU 2016-02. b. Rambam research agreement The Company’s research and development efforts relating to its COVID-19 and rheumatoid arthritis (“RA”) product candidates are being conducted by Rambam Med-Tech Ltd., or Rambam MT, a part of the Rambam Health Care Campus in Israel, in accordance with a Sponsored Research Agreement (the “Research Agreement”), that was entered into by the Company and Rambam MT in July 2019, to be in effect for a period of 48 months and which includes a non-compete extension option for an additional 48 months of research and development. Pursuant to the Research Agreement, the Company agreed to pay Rambam MT $1.4 million in four equal milestone payments, due on the first day of August on each successive year from 2019 through 2022. Furthermore, in accordance with the terms of the Research Agreement, the Company and Rambam MT will have joint ownership of any IP created as a result of research programs covered by such agreement. In addition, subject to commercial sales of any product candidate using the IP created as a part of the research covered by the Research Agreement, the Company is required to pay Rambam MT a royalty in an amount equal to 6% of all net sales, subject to certain deductions, such as taxes paid by any purchaser, transportation and shipping costs, and other customary deductions. As of December 31, 2022 the Company paid $1.15 million and in the first quarter of 2023 the Company paid the remaining $0.25 million. In October 2022, the Company and Rambam signed an appendix to the Research Agreement, according to which the objective of the new study will be to identify a novel cannabinoid based patentable formulation to treat Rheumatoid diseases. Total cost of the new study will be $800 + $160 (overhead) + VAT (which consist of $700 + VAT pre-clinical lab research cost, $120 + VAT Mouse model for systemic inflammation and $140 + VAT Mouse model for Rheumatoid Arthritis). The Company’s payments will be according to the payment schedule stipulated in the appendix and will begin in May 2023. c. Way of Life Cannabis research agreement In October 2020, Raphael Israel entered into an engagement agreement with Wolc, pursuant to which, subject to its completing the Share Exchange with Easy Energy, Raphael Israel will be provided with up to 15 liters of CBD oil, from a strain of cannabis during a term of 18 months, to be provided in two to three deliveries of between one to seven liters of CBD oil. In accordance with Raphael Israel’s agreement with Wolc, Raphael Israel has agreed to issue to certain persons affiliated with Wolc 3% of Raphael’s issued and outstanding share capital as of the date of the Share Exchange, to be provided in three equal issuances; provided, however, that such persons may elect to receive a cash payment of $100 instead of any one issuance of Raphael’s shares. In addition to the issuance of shares, Raphael Israel has also agreed to pay Wolc a royalty fee equal to 15% of the net royalties generated from sales of Raphael Israel’s pharmaceutical drug products that are developed at Rambam hospital in Israel. In February 2023 the Company and Wolc signed an appendix to the agreement, refer to Note 11d. d. Consulting agreement executive officers: On July 5, 2 022 the Company singed several agreements with it’s executive officers: ● Service agreement with Chief Executive Officer– the Company entered into an agreement with Sheffa Enterprises Inc, a company wholly owned by the Company's Chief Executive Officer ("CEO"). According to the terms of the agreement, the CEO will provide services to the Company until December 31, 2024 ("termination date"). The fees for his services will be $20 per month starting January 2023 (until January 2023, the fee will remain to be $10 according to a consultant agreement dated June 2019). In addition, the CEO was granted with 1,000,000 warrants to purchase common stock at an exercise price of $1.12 per share. The warrants exercisable until December 31, 2025. Furthermore, the Company may terminate the agreement prior to the termination date by providing 120 days’ advance written notice and paying the CEO a termination fee equal to the lesser of $360 or the monthly fee agreed, for the remaining term of the agreement. ● Service agreement with Chief Financial Officer– The services will consist of financial services, legal advice and serve as a director of the Company. Base compensation will be $12 starting January 2023 (between July 2022 and January 2023 the base compensation will be $6). In addition, the CFO was granted with 1,000,000 shares of common stock at no cost and 1,000,000 warrants to purchase common stock at an exercise price of $1 per share. The warrants exercisable until December 31, 2025. The agreement is in place until December 31, 2024 (“termination date”). Furthermore, the Company may terminate the agreement prior to the termination date by providing 120 days’ advance written notice and paying the CFO a termination fee equal to the lesser of $120 or the monthly fee agreed, for the remaining term of the agreement. ● Consulting agreement with the Chief Technology Officer - the Company entered into an amendment agreement with its Chief Technology Officer (“CTO”). The fees for his services will be $9 per month with the last payment being due and payable on December 31, 2022. According to the terms of the agreement, the CTO will provide consulting services to the Company until December 31, 2023 ("termination date"). In addition, the CTO was granted with 990,000 warrants to purchase common stock at an exercise price of $0.01 per share. The warrants exercisable until July 5, 2024. Furthermore, the CTO will receive 15% of the Company’s net royalties’ from worldwide sales of any of the Company’s cannabis-based medical indications treating COVID-19, and will receive 15% of the net royalty’s income the Company will get for its medical cannabis indication molecules based, for treating Rheumatoid Arthritis (RA) once the Company starts generating revenues. The CTO will be granted with additional 350,000 warrants to purchase common stock at an exercise price of $0.01 per share if the Company will apply for any clinical trial of cannabis based treatment, or will begin any other new cannabis related research. Furthermore, the Company may terminate the agreement prior to the termination date by providing 120 days’ advance written notice and paying the CTO a termination fee equal to the fees that were paid or payables to him for three years pursuant to this agreement.

Stockolders_ Equity

Stockolders’ Equity	12 Months Ended
	Dec. 31, 2022
Stockolders’ Equity [Abstract]
STOCKOLDERS’ EQUITY	NOTE 7:- STOCKOLDERS’ EQUITY a. Between January and September 2021, the Company raised $578 (net of issuance expenses of $52) and issued 1,632,509 shares of common stock. An amount of $160 was received before the Share Exchange (see Note 1a) and an amount of $470 was received after the Share Exchange. b. On May 14, 2021, the Company, completed a Share Exchange pursuant to which the Company issued 9,459,253 common stock to the shareholders of Raphael, and the shareholders of Raphael became the holders of 90% of the issued and outstanding common stock of the Company while the Company’s shareholders hold, immediately following the Share Exchange, 1,051,028 common stock, which represents 10% of the Company (see also Note 1a). c. In October through December 2021, the Company raised $820 and issued 715,250 shares of common stock and 441,000 warrants to purchase common stock in private placement. The warrants are exercisable at an exercise price of $1.12-$1.25 per share into common stock and expire in November and December 2022. As part of the fund raising, the Company issued 112,500 common stock to certain third parties as a finder fee. As such, an amount of $102 was recorded as non cash issuance costs. d. On March 2, 2022, the Company raised $10 and issued 50,000 shares of common stock and 30,000 warrants to purchase common stock at an exercise price of $1.25 per share to certain investors of the Company. The warrants were classified as equity and are exercisable until February 28, 2023. e. On March 15, 2022, the Company issued 270,000 shares of common stock and 180,000 warrants to purchase common stock at an exercise price of $1.13 per share to Company’s service provider in consideration of past services at the amount of $150. The warrants were classified as equity and are exercisable until December 31, 2023. f. On April 28, 2022, the Company signed an agreement to raise $50 and to issue 300,000 shares of common stock and 100,000 warrants to purchase common stock at an exercise price of $0.7 per share to certain investor of the Company. The warrants are exercisable until April 30, 2024. g. On April 28, 2022 the Company and a certain investor signed a finder fee agreement according to which the Company will issue to the investor 70,000 shares of common stock and 100,000 warrants to purchase common stock at an exercise price of $0.5 per share. The warrants will be exercisable until April 30, 2024. The agreement will become effective once the investor will provide the Company with an equity investment of $550. The shares were issued following May 2022 investment. The value of the shares issued was based on the value of the service provided and amounted to $70 which was recorded as issuance cost. h. On May 2, 2022, the Company signed several agreements to raise $250 and to issue 250,000 shares of common stock and 100,000 warrants to purchase common stock at an exercise price of $1.13 per share to certain investors of the Company. The warrants are exercisable until April 30, 2024. In addition, it was agreed that the Company will issue 250,000 shares of common stock and 100,000 warrants to purchase common stock at an exercise price of $1.13 per share to a certain investor in consideration of additional $250 if the Company’s stock will be publicly traded on the OTC market prior to August 15, 2022. The additional warrants once issued will be exercisable for 2 years. In January 2023 the investor exercised his option for additional investment, refer to Note 11c. i. On June 27, 2022, the Company signed an agreement to raise $50 and to issue 35,000 shares of common stock to certain investor of the Company. j. On June 30, 2022, the Company issued 280,000 shares of common stock and 105,000 warrants to purchase common stock at an exercise price of $1.12 per share to Company’s former director for his services. The warrants will be exercisable until June 30, 2024. The value of the shares and warrants issued was based on the value of the service provided and amounted to $290. k. On July 27, 2022, the Company issued 1,000,000 shares of common stock and 1,000,000 warrants to Company’s CFO, refer to Note 6d. In addition, the Company issued 2,201,000 warrants to Company’s executive officers and directors pursuant a consultant agreement, refer to Note 6d. The value of the shares and warrants issued was based on the value of the service provided and amounted to $1,800. l. On July 27, 2022, the Company issued 100,500 shares of common stock to Wolc in connection with the services agreement dated October 2020. The value of the shares issued was based on the value of the service provided and amounted to $100. m. On September 8, 2022, the Company issued 56,000 shares of common stock to certain investor of the Company pursuant to a share purchase agreement for total consideration of $63. n. On September 8, 2022, the Company issued 102,000 shares of common stock to certain service provider of the Company pursuant to consultant agreement. The value of the shares issued was based on the value of the service provided and amounted to $100. o. On October 21, 2022, the Company signed an agreement to raise $50 and to issue 50,000 shares of common stock and 50,000 warrants to purchase common stock at an exercise price of $1.4 per share to certain investor of the Company. The warrants are exercisable until September 30, 2024. The shares of common stock were issued on October 26, 2022. p. On October 26, 2022, the Company issued 90,000 shares of common stock to certain investor of the Company pursuant to an exercise of 90,000 warrants for total consideration of approximately $100. q. On November 4, 2022, the Company signed an agreement to raise $100 and to issue 80,000 shares of common stock and 20,000 warrants to purchase common stock at an exercise price of $1.5 per share to certain investor of the Company. The warrants are exercisable until September 30, 2023. The shares of common stock were issued on January 10, 2023. r. In December 2022, the Company signed an agreement to raise $20 and to issue 15,750 shares of common stock and 47,250 warrants to purchase common stock at an exercise price of $1.25 per share to certain investor of the Company. The warrants are exercisable until December 31, 2024. The shares of common stock were issued on January 10, 2023. s. In December 2022, the Company signed an agreement to raise $200 and to issue 160,000 shares of common stock and 40,000 warrants to purchase common stock at an exercise price of $1.5 per share to certain investor of the Company. The warrants are exercisable until December 31, 2023. The shares of common stock were issued on January 10, 2023. As of December 31, 2022, there were 4,461,250 warrants outstanding.

Related Parties Balances and Tr

Related Parties Balances and Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTIES BALANCES AND TRANSACTIONS	NOTE 8:- RELATED PARTIES BALANCES AND TRANSACTIONS A. Balances The following related party payables are included in accounts payable and accrued expenses. As of December 31, 2022 2021 Payables to related party - Officers (*) 3 22 3 22 (*) Relates to Chief Executive Officer’s and Chief Financial Officer’s services B. Transactions Year ended December 31, 2022 2021 Consulting services (*) 113 120 CFO fee (**) 72 75 CTO fee 105 115 Directors’ fee 17 36 Shares based compensation (***) 2,090 - 2,397 346 (*) Including salary expenses to Company’s CEO and Chief Financial Officer. For further details on the consulting agreement with Company’s CEO, refer to Note 6d. (**) Including legal services provided to Company’s subsidiary by Company’s Chief Financial Officer with respect to an agreement between the Company and its Chief Financial Officer. (***) Including share based compensation expenses of $250 to Company’s CEO, $1,000 to Company’s Chief Financial Officer, $500 to Company’s Chief Technology Officer and Director, $50 to Company’s current director and $290 to Company’s former director, refer to Notes 6d and 7k.

Taxes on Income

Taxes on Income	12 Months Ended
	Dec. 31, 2022
Taxes on Income [Abstract]
TAXES ON INCOME	NOTE 9:- TAXES ON INCOME Income tax rates applicable to the Company in 2021 and 2020 was 21%. b. Foreign income tax: 1. Income tax rates: Presented hereunder are the income tax rates relevant to the Company’s Israeli subsidiary 2021 - 23% 2020 - 23% 2. As of December 31, 2022, the Company had U.S. federal net operating loss carryforwards of approximately $XX The Company’s Israeli subsidiary have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately $XX as of December 31, 2022. c. Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: As of December 31, 2022 2021 Deferred tax assets: Net operating loss carry forward $ $ 5,746 Deferred tax asset before valuation allowance 1,243 Valuation allowance (1,243 ) Net deferred tax asset $ - $ - 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 as of December 31, 2022 and 2021. d. Reconciliation of the theoretical tax expense to the actual tax expense: The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes. Year ended December 31, 2022 2021 Net loss, as reported in the consolidated statements of comprehensive loss $ 3,358 $ 1,624 Statutory tax rate 21 % 21 % Computed “expected” tax income 705 341 Valuation allowance (705 ) (341 ) Taxes on income $ - $ -

Selected Statements of Comprehe

Selected Statements of Comprehensive Loss Data	12 Months Ended
	Dec. 31, 2022
Selected Statements of Comprehensive Loss Data [Abstract]
SELECTED STATEMENTS OF COMPREHENSIVE LOSS DATA	NOTE 10:- SELECTED STATEMENTS OF COMPREHENSIVE LOSS DATA a. Research and development expenses: For the Year Ended 2022 2021 Subcontractors and consultants $ 551 $ 765 Share based compensation 600 - Laboratory services 27 11 $ 1,178 $ 776 b. General and administrative expenses: For the Year Ended 2022 2021 Professional services $ 289 $ 697 Share based compensation 1,690 - Consulting services 113 120 Rent and office maintenance 9 31 Others 38 5 $ 2,139 $ 853 c. Financial expenses, net: For the Year Ended 2022 2021 Bank fees $ 3 $ 2 Exchange rate differences 38 (7 ) Total financial expenses, net $ 41 $ (5 )

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11:- SUBSEQUENT EVENTS a. In January 2023, the Company issued 255,750 shares of common stock following certain share purchase agreements dated November and December 2022. b. On December 30, 2022, the Company signed an agreement to raise $7.5 and to issue 6,000 shares of common stock and 18,000 warrants to purchase common stock at an exercise price of $1.25 per share to certain investor of the Company. The warrants are exercisable until February 28, 2024. The investment above and share issuance took place in January 2023. c. On January 8, 2023, certain investor of the Company and the Company signed an agreement to raise $250 and to issue 250,000 shares of common stock and 100,000 warrants to purchase common stock at an exercise price of $1.13 per share following the exercise of an option for additional investment (refer to Note 7h). The warrants are exercisable until April 30, 2024. d. In February 2023, the Company and Wolc signed an appendix to the research agreement, according to which the parties agreed that Wolc provided to the Company 12 out of 15 liters of CBD oil, from a strain of cannabis and the Company will transfer to Wolc the remaining stock per research agreement. In addition, Wolc will transfer the remaining 3 liters of CBD oil to the Company upon Company’s request.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2022
General [Abstract]
Basis of presentation:	a. Basis of presentation: The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its subsidiary. Intercompany accounts and transactions have been eliminated upon consolidation.
Use of estimate in preparation of financial statements	b. Use of estimate in preparation of financial statements: The preparation of consolidated 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. The Company evaluates on an ongoing basis its assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates.
Financial statements in United States dollars	c. Financial statements in United States dollars: The Company’s functional currency is the U.S. dollar (“dollar” or “$”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in currencies other than dollars have been re-measured to dollars. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in currencies other than dollars are reflected in the statements of comprehensive loss as financial expenses, net.
Cash and cash equivalents	d. Cash and cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less as of the date acquired and that are exposed to insignificant risk of change in value.
Fair value measurements	e. Fair value measurements: The carrying values of Company’s financial assets and liabilities, including cash and cash equivalents, other current assets, related parties, accounts payable and accrued expenses approximate their fair value due to the short-term maturity of these instruments.
Research and development expenses	f. Research and development expenses: Research and development expenses are charged to the statements of comprehensive loss as incurred.
Income taxes	g. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. As of December 31, 2022, and 2021, the Company had a full valuation allowance on its deferred tax assets.
Basic and diluted net loss per share	h. Basic and diluted net loss per share: Earnings or loss per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to ASC 260-10-45. Pursuant to ASC 260-10-45-10 through 260-10-45-16 Basic EPS is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Loss available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) from loss from operating loss (if that amount appears in the statements of comprehensive loss) and also from net loss. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common stock had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. The net loss per share and the weighted average number of shares used in computing basic and diluted net loss per share is as follows: For the Year Ended 2022 2021 Numerator: Net loss applicable to common stockholders $ (3,358 ) $ (1,624 ) Denominator: Number of shares of common stock used in computing basic and diluted net loss per share 14,341,518 11,171,704 Net loss of shares of common, basic and diluted $ (0.23 ) $ (0.14 )
Leases	i. Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize their leases contracts as assets and liabilities in the financial statements. Furthermore, the ASU requires the Company to continue recognizing expenses but recognize expenses on their statements of comprehensive loss in a manner similar to current lease accounting. The amendments in this ASU are effective January 1, 2019. In July 2018, the FASB issued ASU 2018-11, Leases - Targeted Improvements, to allow a company to elect an optional modified retrospective transition method that applies the new lease requirements through a cumulative-effect adjustment in the period of adoption. Effective January 2019, the Company adopted the new lease accounting standard. The Company elected to apply the practical expedients permitted under the transition guidance within the new standard. As such, there was no impact on the Company's financial statements as a result of adopting ASU 2016-02. See note 6a for more details.
Recently issued accounting pronouncements	j. Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 replaces the current incurred loss model guidance with a new method that reflects expected credit losses. Under this guidance, an entity would recognize an allowance for credit losses equal to its estimate of expected credit losses on financial assets measured at amortized cost. In November 2019, the FASB extended the effective date of ASU 2016-13 for smaller reporting companies. As a result, ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022, with early adoption permitted. The standard did not have a significant impact on the Company’s consolidated financial statements. In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). The guidance is effective for the Company on January 1, 2022. The standard did not have a significant impact on the Company’s consolidated financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
General [Abstract]
Schedule of net loss per share and the weighted average number of shares	For the Year Ended 2022 2021 Numerator: Net loss applicable to common stockholders $ (3,358 ) $ (1,624 ) Denominator: Number of shares of common stock used in computing basic and diluted net loss per share 14,341,518 11,171,704 Net loss of shares of common, basic and diluted $ (0.23 ) $ (0.14 )

Other Current Assets (Tables)

Other Current Assets (Tables)	12 Months Ended
	Dec. 31, 2022
Other Current Assets [Abstract]
Schedule of other current assets	As of December 31, 2022 2021 Receivables from governmental authorities $ 38 $ 92 Prepaid expenses 5 177 $ 43 $ 269

Other Accounts Payable and Ac_2

Other Accounts Payable and Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
Schedule of other accounts payable and accrued expenses	As of December 31, 2022 2021 Account payables $ 72 $ 107 Accrued expenses 152 165 $ 224 $ 272

Related Parties Balances and _2

Related Parties Balances and Transactions (Tables)	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Schedule of related party balances	As of December 31, 2022 2021 Payables to related party - Officers (*) 3 22 3 22 (*) Relates to Chief Executive Officer’s and Chief Financial Officer’s services
Schedule of related party transactions	Year ended December 31, 2022 2021 Consulting services (*) 113 120 CFO fee (**) 72 75 CTO fee 105 115 Directors’ fee 17 36 Shares based compensation (***) 2,090 - 2,397 346 (*) Including salary expenses to Company’s CEO and Chief Financial Officer. For further details on the consulting agreement with Company’s CEO, refer to Note 6d. (**) Including legal services provided to Company’s subsidiary by Company’s Chief Financial Officer with respect to an agreement between the Company and its Chief Financial Officer. (***) Including share based compensation expenses of $250 to Company’s CEO, $1,000 to Company’s Chief Financial Officer, $500 to Company’s Chief Technology Officer and Director, $50 to Company’s current director and $290 to Company’s former director, refer to Notes 6d and 7k.

Taxes on Income (Tables)

Taxes on Income (Tables)	12 Months Ended
	Dec. 31, 2022
Taxes on Income [Abstract]
Schedule of income tax rate	2021 - 23% 2020 - 23%
Schedule of deferred income taxes	As of December 31, 2022 2021 Deferred tax assets: Net operating loss carry forward $ $ 5,746 Deferred tax asset before valuation allowance 1,243 Valuation allowance (1,243 ) Net deferred tax asset $ - $ -
Schedule of reconciling item between the statutory tax rate of the Company and the effective tax rate	Year ended December 31, 2022 2021 Net loss, as reported in the consolidated statements of comprehensive loss $ 3,358 $ 1,624 Statutory tax rate 21 % 21 % Computed “expected” tax income 705 341 Valuation allowance (705 ) (341 ) Taxes on income $ - $ -

Selected Statements of Compre_2

Selected Statements of Comprehensive Loss Data (Tables)	12 Months Ended
	Dec. 31, 2022
Shareholders
Schedule of research and development expenses	For the Year Ended 2022 2021 Subcontractors and consultants $ 551 $ 765 Share based compensation 600 - Laboratory services 27 11 $ 1,178 $ 776
Schedule of general and administrative expenses	For the Year Ended 2022 2021 Professional services $ 289 $ 697 Share based compensation 1,690 - Consulting services 113 120 Rent and office maintenance 9 31 Others 38 5 $ 2,139 $ 853
Schedule of financial expenses, net	For the Year Ended 2022 2021 Bank fees $ 3 $ 2 Exchange rate differences 38 (7 ) Total financial expenses, net $ 41 $ (5 )

General (Details)

General (Details) - USD ($) $ in Thousands		12 Months Ended
	May 14, 2021	Dec. 31, 2022	Dec. 31, 2021	Oct. 08, 2020
General (Details) [Line Items]
Reverse split, description	the Company’s board of directors and stockholders approved a 1-for-100 reverse split of the Company’s common stock, which was implemented and became effective as of May 14, 2021.
Split combined each shares (in Shares)	100
Common stock shares issued (in Shares)	9,459,253
Issued and outstanding common stock rate	90%
Share exchange common stock (in Shares)	1,051,028
Common stock percentage	10%
Accumulated deficit (in Dollars)		$ 6,025
Net loss (in Dollars)		(3,358)	$ (1,624)
Net cash used in operating activities (in Dollars)		(759)	(1,418)
Common Stock [Member]
General (Details) [Line Items]
Percentage of issued and outstanding common stock				10%
Net loss (in Dollars)
Raphael [Member] | Common Stock [Member]
General (Details) [Line Items]
Percentage of issued and outstanding common stock				90%

Significant Accounting Polici_3

Significant Accounting Policies (Details) - Schedule of net loss per share and the weighted average number of shares - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss applicable to common stockholders	$ (3,358)	$ (1,624)
Denominator:
Number of shares of common stock used in computing basic and diluted net loss per share	14,341,518	11,171,704
Net loss of shares of common, basic and diluted	$ (0.23)	$ (0.14)

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of net loss per share and the weighted average number of shares (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of net loss per share and the weighted average number of shares [Abstract]
Number of shares of common stock used in computing basic and diluted net loss per share	14,341,518	11,171,704
Net loss of shares of common, basic and diluted	$ (0.23)	$ (0.14)

Other Current Assets (Details)

Other Current Assets (Details) - Schedule of other current assets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule of Other Current Assets [Abstract]
Receivables from governmental authorities	$ 38	$ 92
Prepaid expenses	5	177
Total	$ 43	$ 269

Other Accounts Payable and Ac_3

Other Accounts Payable and Accrued Expenses (Details) - Schedule of other accounts payable and accrued expenses - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule of Other Accounts Payable and Accrued Expenses [Abstract]
Account payables	$ 72	$ 107
Accrued expenses	152	165
Total accounts payable and accrued expenses	$ 224	$ 272

Contingent Liabilities and Co_2

Contingent Liabilities and Commitments (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended			3 Months Ended	12 Months Ended
	Feb. 01, 2022	Jan. 31, 2023	Oct. 31, 2022	Jun. 30, 2019	Mar. 31, 2023	Dec. 31, 2022	Jan. 08, 2023	Dec. 30, 2022
Contingent Liabilities and Commitments (Details) [Line Items]
Rental monthly fee	$ 1
Company paid milestone payments						$ 1,400
Net sales percentage						6%
Rambam research agreement paid						$ 1,150
Total cost description			Total cost of the new study will be $800 + $160 (overhead) + VAT (which consist of $700 + VAT pre-clinical lab research cost, $120 + VAT Mouse model for systemic inflammation and $140 + VAT Mouse model for Rheumatoid Arthritis).
Share capital percentage						3%
Cash payment						$ 100
Fee percentage						15%
Services fee				$ 10
Warrants granted (in Shares)								18,000
Exercise price (in Dollars per share)						$ 1.12
Termination fee						$ 360
Compensation amount						$ 12
Granted shares (in Shares)						1,000,000
Warrants share (in Shares)						1,000,000
Royalty percentage						15%
Company's net royalties percentage						15%
Common Stock [Member]
Contingent Liabilities and Commitments (Details) [Line Items]
Exercise price (in Dollars per share)						$ 1
Subsequent Event [Member]
Contingent Liabilities and Commitments (Details) [Line Items]
Rambam research agreement paid					$ 250
Services fee		$ 20
Warrants granted (in Shares)							100,000
Compensation amount		$ 6
Chief Executive Officer [Member]
Contingent Liabilities and Commitments (Details) [Line Items]
Warrants granted (in Shares)						1,000,000
Chief Financial Officer [Member]
Contingent Liabilities and Commitments (Details) [Line Items]
Termination fee						$ 120
Chief Technology Officer [Member]
Contingent Liabilities and Commitments (Details) [Line Items]
Services fee						$ 9
Exercise price (in Dollars per share)						$ 0.01
Granted shares (in Shares)						350,000
Warrants share (in Shares)						990,000
Chief Technology Officer [Member] | Royalties [Member]
Contingent Liabilities and Commitments (Details) [Line Items]
Exercise price (in Dollars per share)						$ 0.01

Stockolders_ Equity (Details)

Stockolders’ Equity (Details) - USD ($) $ / shares in Units, $ in Thousands												1 Months Ended			3 Months Ended
	Nov. 04, 2022	Oct. 26, 2022	Oct. 21, 2022	Sep. 08, 2022	Jul. 27, 2022	Jun. 30, 2022	Jun. 27, 2022	May 02, 2022	Apr. 28, 2022	Mar. 15, 2022	Mar. 02, 2022	Dec. 31, 2022	Sep. 30, 2021	Jan. 31, 2021	Dec. 31, 2021	May 14, 2021
Stockolders’ Equity (Details) [Line Items]
Company raised amount (in Dollars)	$ 100		$ 50				$ 50					$ 20	$ 578	$ 578
Issuance cost (in Dollars)									$ 70					52	$ 102
Common stock share issued	80,000		50,000			280,000	35,000	250,000	70,000			15,624,040	1,632,509		12,970,540	9,459,253
Warrants purchase	20,000		50,000			105,000		100,000	100,000			47,250
Exercise price per share (in Dollars per share)	$ 1.5		$ 1.4			$ 1.12		$ 1.13	$ 0.5			$ 1.25
Company’s service provider consideration of past services (in Dollars)								$ 250
Equity investment (in Dollars)									$ 550
Exercisable year								2 years
Service fees (in Dollars)				$ 100	$ 100	$ 290
Share issued		90,000		102,000
Warrants outstanding												4,461,250
Common shares issued					100,500
Warrants exercise		90,000
Consideration amount (in Dollars)		$ 100
Common Stock [Member]
Stockolders’ Equity (Details) [Line Items]
Company raised amount (in Dollars)									$ 50		$ 10
Common stock share issued									300,000	270,000	50,000	15,750				1,051,028
Warrants purchase									100,000	180,000	30,000
Exercise price per share (in Dollars per share)									$ 0.7	$ 1.13	$ 1.25
Company’s service provider consideration of past services (in Dollars)										$ 150
Share issued					1,000,000
Common shares issued				56,000
Total consideration for purchase (in Dollars)				$ 63
Minimum [Member]
Stockolders’ Equity (Details) [Line Items]
Amount received (in Dollars)														$ 160
Exercise price per share (in Dollars per share)															$ 1.12
Maximum [Member]
Stockolders’ Equity (Details) [Line Items]
Amount received (in Dollars)													$ 470
Exercise price per share (in Dollars per share)															$ 1.25
Raphael [Member]
Stockolders’ Equity (Details) [Line Items]
Holders percentage																90%
Raphael [Member] | Common Stock [Member]
Stockolders’ Equity (Details) [Line Items]
Holders percentage																10%
Private Placement [Member]
Stockolders’ Equity (Details) [Line Items]
Company raised amount (in Dollars)															$ 820
Common stock share issued															715,250
Warrants purchase															441,000
Investors [Member]
Stockolders’ Equity (Details) [Line Items]
Company raised amount (in Dollars)								$ 250				$ 200
Common stock share issued								250,000				160,000
Warrants purchase								100,000				40,000
Exercise price per share (in Dollars per share)								$ 1.13				$ 1.5
Chief Financial Officer [Member]
Stockolders’ Equity (Details) [Line Items]
Warrants outstanding					1,000,000
Executive Officers [Member]
Stockolders’ Equity (Details) [Line Items]
Service fees (in Dollars)					$ 1,800
Warrants outstanding					2,201,000
Third Party [Member]
Stockolders’ Equity (Details) [Line Items]
Common stock share issued															112,500

Related Parties Balances and _3

Related Parties Balances and Transactions (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Chief Executive Officer [Member]
Related Parties Balances and Transactions (Details) [Line Items]
Share based compensation expenses	$ 250
Chief Financial Officer [Member]
Related Parties Balances and Transactions (Details) [Line Items]
Share based compensation expenses	1,000
Chief Technology Officer and Director [Member]
Related Parties Balances and Transactions (Details) [Line Items]
Share based compensation expenses	500
Current Director [Member]
Related Parties Balances and Transactions (Details) [Line Items]
Share based compensation expenses	50
Former Director [Member]
Related Parties Balances and Transactions (Details) [Line Items]
Share based compensation expenses	$ 290

Related Parties Balances and _4

Related Parties Balances and Transactions (Details) - Schedule of related party balances - USD ($) $ in Thousands		Dec. 31, 2022	Dec. 31, 2021
Schedule of Related Party Balances [Abstract]
Payables to related party - Officers	[1]	$ 3	$ 22
Total Payables to related party		$ 3	$ 22
[1]Relates to Chief Executive Officer’s and Chief Financial Officer’s services

Related Parties Balances and _5

Related Parties Balances and Transactions (Details) - Schedule of related party transactions - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021
Schedule of Related Party Transactions [Abstract]
Consulting services	[1]	$ 113	$ 120
CFO fee	[2]	72	75
CTO fee		105	115
Directors’ fee		17	36
Shares based compensation	[3]	2,090
Total related party transactions		$ 2,397	$ 346
[1]Including salary expenses to Company’s CEO and Chief Financial Officer. For further details on the consulting agreement with Company’s CEO, refer to Note 6d.[2]Including legal services provided to Company’s subsidiary by Company’s Chief Financial Officer with respect to an agreement between the Company and its Chief Financial Officer.[3]Including share based compensation expenses of $250 to Company’s CEO, $1,000 to Company’s Chief Financial Officer, $500 to Company’s Chief Technology Officer and Director, $50 to Company’s current director and $290 to Company’s former director, refer to Notes 6d and 7k.

Taxes on Income (Details)

Taxes on Income (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Taxes on Income (Details) [Line Items]
Income tax rates		21%	21%
Net operating loss carryforwards (in Dollars)
Taxable income	80%
Ownership [Member]
Taxes on Income (Details) [Line Items]
Ownership interest	50%

Taxes on Income (Details) - Sch

Taxes on Income (Details) - Schedule of income tax rate	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
ISRAEL
Taxes on Income (Details) - Schedule of income tax rate [Line Items]
Income tax rates	23%	23%

Taxes on Income (Details) - S_2

Taxes on Income (Details) - Schedule of deferred income taxes - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carry forward		$ 5,746
Deferred tax asset before valuation allowance		1,243
Valuation allowance		(1,243)
Net deferred tax asset

Taxes on Income (Details) - S_3

Taxes on Income (Details) - Schedule of reconciling item between the statutory tax rate of the Company and the effective tax rate - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Reconciling the Statutory Tax Rate of the Company and the Effective Tax Rate [Abstract]
Net loss, as reported in the consolidated statements of comprehensive loss	$ 3,358	$ 1,624
Statutory tax rate	21%	21%
Computed “expected” tax income	$ 705	$ 341
Valuation allowance	(705)	(341)
Taxes on income

Selected Statements of Compre_3

Selected Statements of Comprehensive Loss Data (Details) - Schedule of research and development expenses - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Research and Development Expenses [Abstract]
Subcontractors and consultants	$ 551	$ 765
Share based compensation	600
Laboratory services	27	11
Total	$ 1,178	$ 776

Selected Statements of Compre_4

Selected Statements of Comprehensive Loss Data (Details) - Schedule of general and administrative expenses - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of General and Administrative Expenses [Abstract]
Professional services	$ 289	$ 697
Share based compensation	1,690
Consulting services	113	120
Rent and office maintenance	9	31
Others	38	5
Total general and administrative expenses	$ 2,139	$ 853

Selected Statements of Compre_5

Selected Statements of Comprehensive Loss Data (Details) - Schedule of financial expenses, net - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Financial Expenses Net [Abstract]
Bank fees	$ 3	$ 2
Exchange rate differences	38	(7)
Total financial expenses, net	$ 41	$ (5)

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)		1 Months Ended
	Jan. 08, 2023	Dec. 30, 2022	Jan. 31, 2023
Subsequent Events (Details) [Line Items]
Shares issued		6,000
Agreement amount (in Dollars)		$ 7.5
Warrants share		18,000
Exercise price (in Dollars per share)		$ 1.25
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Shares issued	250,000		255,750
Agreement amount (in Dollars)	$ 250
Warrants share	100,000
Exercise price (in Dollars per share)	$ 1.13