Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | FUEL DOCTOR HOLDINGS, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 1,372,656,029 | |
Amendment Flag | false | |
Entity Central Index Key | 0001459188 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56253 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-2274999 | |
Entity Address, Address Line One | 20 Raul Wallenberg Street | |
Entity Address, City or Town | Tel Aviv | |
Entity Address, Country | IL | |
City Area Code | (647) | |
Local Phone Number | 558-5564 | |
Entity Interactive Data Current | Yes | |
Entity Address, Postal Zip Code | 00000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 111 | $ 27 |
Other accounts receivable | 46 | 71 |
Total current assets | 157 | 98 |
Non current assets: | ||
Investment in an affiliate (Note 4c) | 106 | 152 |
Intangible asset (Note 5) | 85 | 74 |
Loan to an affiliate (Note 4b) | 61 | 60 |
Total non current assets | 252 | 286 |
TOTAL ASSETS | 409 | 384 |
Current liabilities: | ||
Accounts payable | 74 | 108 |
Related parties (Note 6) | 73 | 595 |
Other current liabilities | 43 | |
Total current liabilities | 190 | 703 |
Deferred revenues | 49 | 49 |
Total liabilities | 239 | 752 |
Stockholders’ equity (Note 7) | ||
Preferred shares, par value $0.0001, 10,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2023 and December 31, 2022 | ||
Common stock, par value $0.0001, 2,990,000,000 shares authorized, 1,372,656,029 shares issued and outstanding at September 30, 2023 and 2,990,000,000 shares authorized, 27,273 shares issued and outstanding at December 31, 2022 | 137 | |
Additional paid-in capital | 1,681 | 741 |
Foreign currency transaction reserve | (32) | (12) |
Reserve from share-based compensation transactions | 100 | 91 |
Accumulated deficit | (1,716) | (1,188) |
Total stockholders’ equity (deficit) | 170 | (368) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 409 | $ 384 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 10,000,000 | 10,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,990,000,000 | 2,990,000,000 |
Common stock, shares issued | 1,372,656,029 | 27,273 |
Common stock, shares outstanding | 1,372,656,029 | 27,273 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Research and development costs | $ 145 | $ 213 | $ 294 | $ 577 |
General and administrative costs | 127 | 39 | 210 | 131 |
Operating loss | (272) | (252) | (504) | (708) |
Financial expenses | ||||
Net loss | (272) | (252) | (504) | (708) |
Share in profits (losses) of affiliate | (14) | (33) | (24) | (42) |
Net loss for the period | (286) | (285) | (528) | (750) |
Other comprehensive loss | (20) | 1 | (20) | (24) |
Net loss and comprehensive loss for the period | $ (306) | $ (284) | $ (548) | $ (774) |
Basic and diluted loss per common share (in Dollars per share) | $ 0 | $ (10.45) | $ 0 | $ (27.5) |
Weighted average common shares outstanding (in Shares) | 1,372,656,029 | 27,273 | 869,445,617 | 27,273 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Diluted loss per common share | $ 0 | $ (10.49) | $ 0 | $ (28.36) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Ordinary shares | Additional Paid in capital | Stock-based compensation | Accumulated other comprehensive loss | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 741 | $ 76 | $ 11 | $ (378) | $ 450 | |
Balance (in Shares) at Dec. 31, 2021 | 27,273 | |||||
Share based payment reserve | 11 | 11 | ||||
Net comprehensive loss for the period | (25) | (727) | (752) | |||
Balance at Sep. 30, 2022 | 741 | 87 | (14) | (1,105) | (291) | |
Balance (in Shares) at Sep. 30, 2022 | 27,273 | |||||
Balance at Dec. 31, 2022 | 741 | 91 | (12) | (1,188) | $ (368) | |
Balance (in Shares) at Dec. 31, 2022 | 27,273 | 27,273 | ||||
Exercise of options | 91 | 9 | $ 100 | |||
Exercise of options (in Shares) | 4,091 | |||||
Issuance of shares in respect of converted loan | 509 | 509 | ||||
Issuance of shares in respect of converted loan (in Shares) | 7,636 | |||||
Effect of reverse merger | $ 124 | (148) | (24) | |||
Effect of reverse merger (in Shares) | 1,236,117,029 | |||||
Issuance of shares in respect of private placement | $ 13 | 488 | 501 | |||
Issuance of shares in respect of private placement (in Shares) | 136,500,000 | |||||
Net comprehensive loss for the period | (20) | (528) | (548) | |||
Balance at Sep. 30, 2023 | $ 137 | $ 1,681 | $ 100 | $ (32) | $ (1,716) | $ 170 |
Balance (in Shares) at Sep. 30, 2023 | 1,372,656,029 | 1,372,656,029 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (528) | $ (750) |
Adjustments to reconcile net loss to net cash (used) in operating activities: | ||
Share-based payment expenses | 9 | 11 |
Share in losses of affiliate | 24 | 42 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in other accounts receivable | 25 | (38) |
Increase (decrease) in related parties | 26 | 326 |
Increase (decrease) in accounts payable | (99) | 237 |
Increase in other accounts payable and accrued expenses | 32 | 142 |
Increase in deferred revenues | 50 | |
Net cash provided by operating activities | (511) | 20 |
CASH FLOWS (USED IN) INVESTING ACTIVITIES: | ||
Effect of reverse merger | 3 | |
Increase in other accounts receivable | (6) | |
Investment in affiliated company | (61) | |
Net cash used in investing activities | 3 | (67) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of shares in respect of a private placement | 500 | |
Proceeds from exercise of options | 91 | |
Net cash provided by financing activities | 591 | |
Net increase (decrease) in cash | 83 | (47) |
Effect of changes in foreign exchange rates | 1 | |
Cash at beginning of year | 27 | 167 |
Cash at end of period | 111 | 120 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | ||
Franchise taxes | ||
Changes in non-cash working capital due to merger: | ||
Increase in cash | 3 | |
Increase in Accounts payable | 65 | |
Decrease in Related party balances | 40 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: | ||
Issuance of shares to in respect of converted loan | $ 509 |
General
General | 9 Months Ended |
Sep. 30, 2023 | |
General [Abstract] | |
GENERAL | NOTE 1 – GENERAL Fuel Doctor Holdings, Inc. (“Fuel Doctor” or the “Company”) was incorporated in the state of Delaware on March 25, 2008 as Silver Hill Management Services, Inc. On August 24, 2011, the Company changed its name to Fuel Doctor Holdings, Inc. On March 28, 2023, the Company entered into a Securities Exchange Agreement (the “Acquisition Agreement”) with the stockholders of Charging Robotics Ltd. (“Charging Robotics”). Pursuant to the Acquisition Agreement, at the closing, which occurred on April 7, 2023, the Company acquired 100% of the issued and outstanding stock of Charging Robotics (the “Acquisition”), making Charging Robotics a wholly owned subsidiary of the Company, in exchange for the issuance of a total of 921,750,000 newly issued shares of the Company’s common stock. The transaction between the Company and Charging Robotics was accounted for as a reverse recapitalization. As the shareholders of Charging Robotics received the largest ownership interest in the Company, based upon the 921,750,000 shares issued at the closing, and the 922,500,000 warrants exercisable at par and most significantly, the fact that the Share Exchange Agreement expressly provided that a majority of the Company’s board of directors could be appointed by Charging Robotics, Charging Robotics was determined to be the “accounting acquirer” in the reverse recapitalization. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Charging Robotics. Charging Robotics was formed in February 2021, as an Israeli corporation, to focus on an innovative wireless electric vehicles (EV) charging technology. At the heart of the technology is a wireless power transfer module that uses resonance coils to transfer electricity wirelessly. This module can be used for various products such as robotic and stationary platforms. The robotic platform will include a component which is small enough to fit under the vehicle, and which will automatically position itself for maximum efficiency charging and will return to its docking station at the end of the charging operation. Charging Robotics is also in the final stages of developing and installing a Wireless EV Charging System for automatic parking lots based on our wireless electricity transfer module, the first prototype of which is slated to be installed in an automated parking facility in Tel Aviv, Israel in December 2023, for pilot testing. On April 6, 2023, the Company issued a total of 136,500,000 newly issued shares of the Company’s common stock in respect of a private placement for total proceeds of $500. |
Unaudited Interim Condensed Fin
Unaudited Interim Condensed Financial Statements | 9 Months Ended |
Sep. 30, 2023 | |
Unaudited Interim Condensed Financial Statements [Abstract] | |
UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS | NOTE 2 – UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). a. Use of estimates: The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. As applicable to these financial statements, the most significant estimates and assumptions relate to shares based compensation and Going concern. b. Financial statements in U.S. dollars: The costs of the Company are denominated in United States dollars (“dollars”). Some of the costs in our Israeli associate are incurred in New Israeli Shekels (NIS), however the selling prices will be linked to the Company’s price list which will be determined in dollars, the budget is managed in dollars, financing activities including loans and cash investments, are made in U.S. dollars and the Company’s management believes that the dollar is the primary currency of the economic environment in which the Company and its subsidiary operates. Thus, the dollar is the Company’s and its subsidiary functional and reporting currency. Accordingly, transactions denominated in currencies other than the functional currency are re-measured to the functional currency in accordance with Accounting Standards Codification (“ASC”) No. 830, “Foreign Currency Matters” at the exchange rate at the date of the transaction or the average exchange rate in the relevant reporting period. At the end of each reporting period, financial assets and liabilities are re-measured to the functional currency using exchange rates in effect at the balance sheet date. Non-financial assets and liabilities are re-measured at historical exchange rates. Gains and losses related to re-measurement are recorded as financial income (expense) in the statements of operations as appropriate. The functional currency of the affiliate company is the NIS and therefore foreign exchange differences are charged to the other comprehensive profit and loss. c. Cash and cash equivalents: Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. d. Investment in affiliated companies Affiliated company is company held to the extent of 20% or more (which are not subsidiary), or company less than 20% held, which the Company can exercise significant influence over operating and financial policy of the affiliate. The investment in affiliated company is accounted for by the equity method under ASC Subtopic 323-30, “Investments - Equity Method and Joint Ventures: Partnerships, Joint Ventures , and Limited Liability Entities”. Upon initial recognition, the cost of investment is based on the direct costs of acquiring the investment including amounts incurred on behalf of the investee. Following the acquisition, the Company recognizes its proportionate share of the affiliated company’s net income or loss after the date of investment. When previous losses have reduced the common stock investment account to zero, the Company continues to report its share of equity method losses in its statement of operations to the extent of and as an adjustment to other investments in the investee such as debt securities, long term loans or advances, if any. Such additional equity method losses are applied to the other investments based on the seniority of the other investments (priority in liquidation) and the percentage ownership interest in each type of other investment the Company holds (the ‘relative holdings approach’). e. Impairment of long-lived assets: The Company’s long-lived assets are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) 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. During the year ended December 31, 2022, no impairment losses have been recorded. f. Concentration of credit risks: Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and restricted bank deposit. Cash and cash equivalents and restricted bank deposit are invested in major banks in Israel and the United States. Such funds in the 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 and its subsidiary’ cash and cash equivalents have high credit ratings. The Company, have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. g. Research and development expenses: Research and development costs are charged to the statement of operations as incurred. h. Fair value of financial instruments: ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 — Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. 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 fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying amounts of cash and cash equivalents, other current assets, accounts payables and current liabilities approximate their fair value due to the short-term maturity of such instruments. i. Income Tax: The Company account for income taxes in accordance with ASC 740, “Income Taxes” which prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it not is more likely than not that a portion or all of the deferred tax assets will be realized. Based on ASC 740, a two-step approach is used to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2022, no liability for unrecognized tax positions has been recorded. Accordingly, no interest or penalties related to uncertain tax positions are recorded, either. It is the Company’s policy that any interest or penalties associated with unrecognized tax positions would be reflected in income tax expense. j. Contingencies: The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. k. Stock-based payments: The Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. For year ended December 31, 2022, the Company recorded $15, in share-based compensation (see note 5(b)). Basis of Presentation and Principles of Consolidation: The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and were prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) All intercompany accounts and transactions have been eliminated in consolidation. Unaudited Interim Financial Information The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the nine months ended September 30, 2023, are not necessarily indicative of the results for the year ending December 31, 2023, or for any future period. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2022, and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 21, 2023 (the “2022 Annual Report”). As of September 30, 2023, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2022 Annual Report. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2023 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The condensed consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $1,188, as of December 31, 2022, and $1,716 ,as of September 30, 2023, and further losses are anticipated in the development of its business. Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial resources and through additional raises of capital. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern. |
Investment in Affiliated Compan
Investment in Affiliated Company | 9 Months Ended |
Sep. 30, 2023 | |
Investment in Affiliated Company [Abstract] | |
INVESTMENT IN AFFILIATED COMPANY | NOTE 4 – INVESTMENT IN AFFILIATED COMPANY a. On April 24, 2021 (“Closing Date”), Charging Robotics invested $250 and purchased 19.99% of the share capital of Revoltz Ltd (“Revoltz”), an Israeli private company focusing on research, development and production of micro-mobility vehicles for the urban environment for the business and the private markets. b. On July 28, 2022, the Charging Robotics entered into a convertible loan agreement with Revoltz pursuant to which Charging Robotics was required to invest an amount of $60 in Revoltz (the “Loan Principal Amount”). In addition, the Charging Robotics provided to Revoltz further lending of up to $340 (the “Additional Amount”, and together with the Loan Principal, the “Total Loan Amount”). The Total Loan Amount shall carry interest at the minimum rate prescribed by Israeli law. The Total Loan Amount shall be converted into shares of Revoltz, upon the occurrence of any of the following events (each a “Trigger Event”): i) The consummation of funding by Revoltz of an aggregate amount of $1,000 at a pre-money Revoltz valuation of at least $7,000 (in the form of SAFE, equity or otherwise); ii) Revoltz has generated an aggregate of $1,000 or more in revenue. In the event that a Trigger Event shall not have occurred on or prior to the 24-month anniversary of the date on which the Loan Principal Amount is actually extended to Revoltz, the Loan shall be due and repayable by Revoltz to the Company. On September 30, 2023, the balance of the Loan Principal Amount granted was $61. c. The following table summarizes the equity method accounting for the investment in affiliated company: Balance January 1, 2022 217 Share in losses of affiliated company (42 ) Foreign currency translation (23 ) Balance December 31, 2022 152 Share in losses of affiliated company (24 ) Foreign currency translation (22 ) Balance September 30, 2023 106 |
Intangible Asset
Intangible Asset | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Asset [Abstract] | |
INTANGIBLE ASSET | NOTE 5 – INTANGIBLE ASSET The Company considers all intangibles to be definite-lived assets with lives of 20 years. The Company will start amortization at the end of the product development. Intangibles consisted of the following on September 30, 2023 and December 31, 2022: Balance, January 1, 2022 $ 74 Additions - Balance, December 31, 2022 $ 74 Additions 11 Balance, September 30, 2023 $ 85 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 6 – RELATED PARTIES a. In support of the Company’s efforts and cash requirements, the Company may rely on advances from related parties until such a time that the Company can support its operations or attains adequate financing through sales of stock or traditional debt financing. There is no formal written commitment for continued support by related parties. (i) The compensation to key management personnel for employment services they provide to the Company is as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Consulting Fees – CEO $ 21 $ 21 $ 63 $ 66 Consulting Fees - CFO $ 12 $ 2 $ 32 $ 6 No director fees were paid during the nine months ended September 30, 2023 and 2022. (ii) Balances owed to related parties September 30, December 31, 2023 2022 Consulting Fees - CEO $ 8 $ 28 Consulting Fees - CFO 4 17 Medigus 61 550 $ 73 $ 595 b. The Company currently operates out of an office of a related party free of rent. c. As of January 1, 2023, Charging Robotics owed a related party $550 (“Medigus Loan”). The Medigus Loan bears interest in accordance with section 3(i) of the Israeli tax code (2.42% annually during 2022) and no fixed date for repayment has been determined. On January 1, 2023, Charging Robotics and Medigus signed an agreement to amend the terms of the Medigus Loan (“Medigus Loan Agreement”). Pursuant to the Medigus Loan Agreement, the interest rate remains unchanged, and the capital and interest was to be repaid in cash or shares, or a combination thereof by June 30, 2023. On April 4, 2023, the Medigus Loan balance owing was $553. $509 of the Medigus Loan was converted into 28 shares of Charging Robotics and the remaining Medigus Loan balance will be repaid in cash. The Company is in discussions with Medigus to extend the repayment date of the remaining loan balance. d. On October 1, 2021, Charging Robotics signed a consulting agreement with the CEO, pursuant to which Charging Robotics will pay the CEO a monthly fee of NIS 24,700 (approximately $7). Subject to approval of Charging Robotics’ board of directors (“Board”), the CEO shall be entitled to receive stock options in the Company that will entitle him to own 3% of Charging Robotics. The options will have an exercise price equivalent to a Charging Robotics valuation of $10,000. As of the date of this report, the options have not been issued as the Board has not yet approved their issuance. During the nine months ended September 30, 2023, the CEO earned $63 (during the nine months ended September 30, 2022 - $66). |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Common Stock and Preferred Stock [Abstract] | |
COMMON STOCK AND PREFERRED STOCK | NOTE 7 – COMMON STOCK AND PREFERRED STOCK a. As of September 30, 2023, and December 31, 2022, the Company’s share capital is composed as follows: September 30, 2023 December 31, 2022 Authorized Issued and Authorized Issued and Shares of common stock (“Shares”) 2,990,000,000 1,372,656,029 2,990,000,000 27,273 Preferred shares 10,000,000 - 10,000,000 - On March 22, 2022, the Company Amended the Articles of Incorporation and increased the number of authorized shares to 3,000,000,000 with a par value of $0.0001 of which 2,990,000,000 shares shall be common stock with a par value of $0.0001 and 10,000,000 shares shall be preferred stock with a par value of $0.0001. There were no shares of preferred stock outstanding at September 30, 2023, and December 31, 2022. Each Ordinary share is entitled to receive dividend, participate in the distribution of the Company’s net assets upon liquidation and to receive notices of participate and vote (at one vote per share) at the general meetings of the Company on any matter upon which the general meeting is authorized. On March 28, 2023, Medigus, Charging Robotics and the Company signed a securities exchange agreement pursuant to which the Company is to acquire 100% of the stock of Charging Robotics (the “Acquisition”), making Charging Robotics a wholly owned subsidiary of the Company and shareholders of the Charging Robotics will receive 72.88% of the issued and outstanding share capital of the Company. On April 4, 2023, the Acquisition closed, and the shareholders of Charging Robotics were issued 921,750,000 shares of the Company. On April 3, 2023, prior to the Acquisition Agreement (See note 1), Charging Robotics issued 15 shares of Charging Robotics representing 4,091 shares of the Company, in respect of option exercises for total proceeds of $91. On April 3, 2023, prior to the Acquisition Agreement, the Company issued 28 shares of Charging Robotics representing 7,636 shares of the Company, in respect of a converted loan from a related party (See Also note 6c). On April 6, 2023, the Company sold a total of 136,500,000 newly issued shares of the Company’s common stock to a total of three investors for a total of $501. On July 4, 2023, the Company approved its 2023 Equity Incentive Plan (the “Plan”) for the directors, officers, consultants and employees of the Company and its subsidiaries. The maximum number of options and restricted share units (“RSU”) issuable under the Plan shall be equal to 205,898,404 shares of the outstanding common shares of the Company. As of the date of this report, no options or RSUs have been issued by the Company. On August 28, 2023, the Company filed an amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), to (i) change its name to Charging Robotics Inc. (the “Name Change”); and (ii) effect a one-for-one hundred fifty reverse stock split (the “Reverse Stock Split”) of its outstanding shares of Common Stock. The Company has submitted an Issuer Company-Related Action Notification Form to the Financial Industry Regulatory Authority, Inc. (“FINRA”) regarding the Name Change and Reverse Stock Split. FINRA’s approval of the Name Change and Reverse Stock Split is currently pending. As a result of the Reverse Stock Split, shares of the Company’s common stock will be assigned a new CUSIP number which will be announced prior to the effective date of the Reverse Stock Split. The Reverse Stock Split does not affect the total number of shares of capital stock, including the common stock, that the Company is authorized to issue, or the par value of the common stock, which shall remain as set forth pursuant to the Certificate of Incorporation. No fractional shares of common stock will be issued in connection with the Reverse Stock Split, all of which were rounded up to the nearest whole number. The Company’s outstanding warrants and equity awards will be adjusted as a result of the Reverse Stock Split, as required by the terms of such warrants and equity awards. b. Warrants: Pursuant to the Acquisition (as defined in note 1), the Company issued the previous shareholders of Charging Robotics 922,500,000 warrants exercisable upon the Company achieving each of the three (3) performance milestones (“the Earn Out Milestones”) as follows: (i) Inhouse demonstration for automatic robotic charging of an electric vehicle – until December 31, 2025. (ii) Conditional PO for first system for automatic car parks – until December 31, 2025. (iii) Commercial agreement for pilot with an organization which was approved by the board – until December 31, 2025. All Earn Out Milestones shall immediately accelerate upon the Company uplisting to the Nasdaq stock exchange. c. Share options in the Company As of September 30, 2023 and December 31, 2022 there are no outstanding options in the Company d. Share options in Charging Robotics On February 1, 2022, Charging Robotics issued 4 BGU Options, effective January 1, 2022. The fair value of the BGU Options granted was $30 using the Black-Scholes option pricing model using the following assumptions: January Charging Robotics share price $ 7,410 Charging Robotics Exercise price $ 0 Dividend yield 0 % Risk-free interest rate 0.48 % Expected term (in years) 10 Volatility 75 % For the nine months ended September 30, 2023, the Company recorded $9 in share-based compensation expenses in respect of the BGU Options (during the nine months ended September 30, 2022 - $11). A summary of stock options activity during the period is as follows: Number Average Options outstanding at December 31, 2021 18 $ 8,333 Granted 4 - Options outstanding at December 31, 2022 22 $ 6,818 Exercised (18 ) 8,333 Options outstanding at September 30, 2023 4 $ - Options exercisable at December 31, 2022 - $ - The following Charging Robotics options are outstanding as of September 30, 2023: Issuance date Options Exercise Options Expiry date January 1, 2022 4 $ - - January 1, 2032 The following Charging Robotics options are outstanding as of December 31, 2022: Issuance date Options Exercise Options Expiry date January 7, 2021 18 $ 8,333 18 January 7, 2026 January 1, 2022 4 $ - - January 1, 2032 22 18 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS The Company evaluated all other events or transactions that occurred through November 13, 2023. The Company determined that it does not have any other subsequent event requiring recording or disclosure in the financial statements for the nine months ended September 30, 2023, other than described below: |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Unaudited Interim Condensed Financial Statements [Abstract] | |
Use of estimates: | a. Use of estimates: The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. As applicable to these financial statements, the most significant estimates and assumptions relate to shares based compensation and Going concern. |
Financial statements in U.S. dollars: | b. Financial statements in U.S. dollars: The costs of the Company are denominated in United States dollars (“dollars”). Some of the costs in our Israeli associate are incurred in New Israeli Shekels (NIS), however the selling prices will be linked to the Company’s price list which will be determined in dollars, the budget is managed in dollars, financing activities including loans and cash investments, are made in U.S. dollars and the Company’s management believes that the dollar is the primary currency of the economic environment in which the Company and its subsidiary operates. Thus, the dollar is the Company’s and its subsidiary functional and reporting currency. Accordingly, transactions denominated in currencies other than the functional currency are re-measured to the functional currency in accordance with Accounting Standards Codification (“ASC”) No. 830, “Foreign Currency Matters” at the exchange rate at the date of the transaction or the average exchange rate in the relevant reporting period. At the end of each reporting period, financial assets and liabilities are re-measured to the functional currency using exchange rates in effect at the balance sheet date. Non-financial assets and liabilities are re-measured at historical exchange rates. Gains and losses related to re-measurement are recorded as financial income (expense) in the statements of operations as appropriate. The functional currency of the affiliate company is the NIS and therefore foreign exchange differences are charged to the other comprehensive profit and loss. |
Cash and cash equivalents: | c. Cash and cash equivalents: Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. |
Investment in affiliated companies | d. Investment in affiliated companies Affiliated company is company held to the extent of 20% or more (which are not subsidiary), or company less than 20% held, which the Company can exercise significant influence over operating and financial policy of the affiliate. The investment in affiliated company is accounted for by the equity method under ASC Subtopic 323-30, “Investments - Equity Method and Joint Ventures: Partnerships, Joint Ventures , and Limited Liability Entities”. Upon initial recognition, the cost of investment is based on the direct costs of acquiring the investment including amounts incurred on behalf of the investee. Following the acquisition, the Company recognizes its proportionate share of the affiliated company’s net income or loss after the date of investment. When previous losses have reduced the common stock investment account to zero, the Company continues to report its share of equity method losses in its statement of operations to the extent of and as an adjustment to other investments in the investee such as debt securities, long term loans or advances, if any. Such additional equity method losses are applied to the other investments based on the seniority of the other investments (priority in liquidation) and the percentage ownership interest in each type of other investment the Company holds (the ‘relative holdings approach’). |
Impairment of long-lived assets: | e. Impairment of long-lived assets: The Company’s long-lived assets are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) 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. During the year ended December 31, 2022, no impairment losses have been recorded. |
Concentration of credit risks: | f. Concentration of credit risks: Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and restricted bank deposit. Cash and cash equivalents and restricted bank deposit are invested in major banks in Israel and the United States. Such funds in the 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 and its subsidiary’ cash and cash equivalents have high credit ratings. The Company, have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Research and development expenses: | g. Research and development expenses: Research and development costs are charged to the statement of operations as incurred. |
Fair value of financial instruments: | h. Fair value of financial instruments: ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 — Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. 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 fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying amounts of cash and cash equivalents, other current assets, accounts payables and current liabilities approximate their fair value due to the short-term maturity of such instruments. |
Income Tax: | i. Income Tax: The Company account for income taxes in accordance with ASC 740, “Income Taxes” which prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it not is more likely than not that a portion or all of the deferred tax assets will be realized. Based on ASC 740, a two-step approach is used to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2022, no liability for unrecognized tax positions has been recorded. Accordingly, no interest or penalties related to uncertain tax positions are recorded, either. It is the Company’s policy that any interest or penalties associated with unrecognized tax positions would be reflected in income tax expense. |
Contingencies: | j. Contingencies: The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Stock-based payments: | k. Stock-based payments: The Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. For year ended December 31, 2022, the Company recorded $15, in share-based compensation (see note 5(b)). |
Basis of Presentation and Principles of Consolidation: | Basis of Presentation and Principles of Consolidation: The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and were prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) All intercompany accounts and transactions have been eliminated in consolidation. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the nine months ended September 30, 2023, are not necessarily indicative of the results for the year ending December 31, 2023, or for any future period. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2022, and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 21, 2023 (the “2022 Annual Report”). As of September 30, 2023, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2022 Annual Report. |
Investment in Affiliated Comp_2
Investment in Affiliated Company (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investment in Affiliated Company [Abstract] | |
Schedule of Table Summarizes the Equity Method Accounting For Investment in Affiliated Company | The following table summarizes the equity method accounting for the investment in affiliated company: Balance January 1, 2022 217 Share in losses of affiliated company (42 ) Foreign currency translation (23 ) Balance December 31, 2022 152 Share in losses of affiliated company (24 ) Foreign currency translation (22 ) Balance September 30, 2023 106 |
Intangible Asset (Tables)
Intangible Asset (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Asset [Abstract] | |
Schedule of All Intangibles to be Definite-Lived Assets | The Company considers all intangibles to be definite-lived assets with lives of 20 years. The Company will start amortization at the end of the product development. Intangibles consisted of the following on September 30, 2023 and December 31, 2022: Balance, January 1, 2022 $ 74 Additions - Balance, December 31, 2022 $ 74 Additions 11 Balance, September 30, 2023 $ 85 |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Parties [Abstract] | |
Schedule of Compensation to Key Management Personnel for Employment Services | The compensation to key management personnel for employment services they provide to the Company is as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Consulting Fees – CEO $ 21 $ 21 $ 63 $ 66 Consulting Fees - CFO $ 12 $ 2 $ 32 $ 6 |
Schedule of Owed to Related Parties | Balances owed to related parties September 30, December 31, 2023 2022 Consulting Fees - CEO $ 8 $ 28 Consulting Fees - CFO 4 17 Medigus 61 550 $ 73 $ 595 |
Common Stock and Preferred St_2
Common Stock and Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Common Stock and Preferred Stock [Abstract] | |
Schedule of Composed Share Capital | As of September 30, 2023, and December 31, 2022, the Company’s share capital is composed as follows: September 30, 2023 December 31, 2022 Authorized Issued and Authorized Issued and Shares of common stock (“Shares”) 2,990,000,000 1,372,656,029 2,990,000,000 27,273 Preferred shares 10,000,000 - 10,000,000 - |
Schedule of Summary of Stock Options Granted Using Black-Scholes Option Pricing Model | On February 1, 2022, Charging Robotics issued 4 BGU Options, effective January 1, 2022. The fair value of the BGU Options granted was $30 using the Black-Scholes option pricing model using the following assumptions: January Charging Robotics share price $ 7,410 Charging Robotics Exercise price $ 0 Dividend yield 0 % Risk-free interest rate 0.48 % Expected term (in years) 10 Volatility 75 % |
Schedule of Summary of Stock Options Activity | A summary of stock options activity during the period is as follows: Number Average Options outstanding at December 31, 2021 18 $ 8,333 Granted 4 - Options outstanding at December 31, 2022 22 $ 6,818 Exercised (18 ) 8,333 Options outstanding at September 30, 2023 4 $ - Options exercisable at December 31, 2022 - $ - |
Schedule of Stock Options Outstanding | Issuance date Options Exercise Options Expiry date January 1, 2022 4 $ - - January 1, 2032 Issuance date Options Exercise Options Expiry date January 7, 2021 18 $ 8,333 18 January 7, 2026 January 1, 2022 4 $ - - January 1, 2032 22 18 |
General (Details)
General (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Apr. 06, 2023 | Sep. 30, 2023 | Mar. 28, 2023 | |
General [Line Items] | |||
Share issued | 921,750,000 | 921,750,000 | |
Warrants issued | 922,500,000 | ||
New issued share | 136,500,000 | ||
Total proceeds of private placement (in Dollars) | $ 500 | $ 500 | |
Charging Robotics [Member] | |||
General [Line Items] | |||
Acquired interest percentage | 100% |
Unaudited Interim Condensed F_2
Unaudited Interim Condensed Financial Statements (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Unaudited Interim Condensed Financial Statements [Line Items] | |
Tax benefit percentage | 50% |
Maximum [Member] | |
Unaudited Interim Condensed Financial Statements [Line Items] | |
Affiliated, percentage | 20% |
Minimum [Member] | |
Unaudited Interim Condensed Financial Statements [Line Items] | |
Affiliated, percentage | 20% |
Going Concern (Details)
Going Concern (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Going Concern [Abstract] | ||
Accumulated deficit | $ (1,716) | $ (1,188) |
Investment in Affiliated Comp_3
Investment in Affiliated Company (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Apr. 24, 2021 | Sep. 30, 2023 | Jul. 28, 2022 | |
Investment in Affiliated Company [Line Items] | |||
Purchase percentage | 19.99% | ||
Principal amount | $ 340 | ||
Aggregate amount | 1,000 | ||
Principal loan amount | $ 61 | ||
Robotics [Member] | |||
Investment in Affiliated Company [Line Items] | |||
Investments | $ 250 | ||
Revoltz [Member] | |||
Investment in Affiliated Company [Line Items] | |||
Investments | 60 | ||
Aggregate amount | 7,000 | ||
Aggregate revenue | $ 1,000 |
Investment in Affiliated Comp_4
Investment in Affiliated Company (Details) - Schedule of Table Summarizes the Equity Method Accounting For Investment in Affiliated Company - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Equity Method Accounting For Investment in Affiliated Company [Abstract] | ||
Balance beginning | $ 217 | |
Share in losses of affiliated company | $ (24) | (42) |
Foreign currency translation | (22) | (23) |
Balance ending | $ 106 | $ 152 |
Intangible Asset (Details)
Intangible Asset (Details) | Sep. 30, 2023 |
Intangible Asset [Abstract] | |
Definite-lived assets term | 20 years |
Intangible Asset (Details) - Sc
Intangible Asset (Details) - Schedule of All Intangibles to be Definite-Lived Assets - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Intangible Asset [Line Items] | ||
Beginning Balance | $ 74 | $ 74 |
Additions | 11 | |
Ending Balance | $ 85 | $ 74 |
Related Parties (Details)
Related Parties (Details) $ in Thousands | 9 Months Ended | ||||
Jan. 01, 2023 USD ($) | Oct. 01, 2021 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Oct. 01, 2021 ILS (₪) | |
Related Parties [Abstract] | |||||
Related party amount | $ 550 | ||||
Annual percentage | 2.42% | ||||
Related party description | Pursuant to the Medigus Loan Agreement, the interest rate remains unchanged, and the capital and interest was to be repaid in cash or shares, or a combination thereof by June 30, 2023. On April 4, 2023, the Medigus Loan balance owing was $553. $509 of the Medigus Loan was converted into 28 shares of Charging Robotics and the remaining Medigus Loan balance will be repaid in cash. | ||||
Monthly fee | $ 7 | ₪ 24,700 | |||
Stock options percentage | 3% | ||||
Exercise price valuation | $ 10,000 | ||||
CEO earned | $ 63 | $ 66 |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of Compensation to Key Management Personnel for Employment Services - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Consulting Fees - CEO [Member] | ||||
Related Parties (Details) - Schedule of Compensation to Key Management Personnel for Employment Services [Line Items] | ||||
Consulting Fees | $ 21 | $ 21 | $ 63 | $ 66 |
Consulting Fees - CFO [Member] | ||||
Related Parties (Details) - Schedule of Compensation to Key Management Personnel for Employment Services [Line Items] | ||||
Consulting Fees | $ 12 | $ 2 | $ 32 | $ 6 |
Related Parties (Details) - S_2
Related Parties (Details) - Schedule of Owed to Related Parties - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Total related parties | $ 73 | $ 595 |
Consulting Fees - CEO [Member] | ||
Related Party Transaction [Line Items] | ||
Total related parties | 8 | 28 |
Consulting Fees - CFO [Member] | ||
Related Party Transaction [Line Items] | ||
Total related parties | 4 | 17 |
Medigus [Member] | ||
Related Party Transaction [Line Items] | ||
Total related parties | $ 61 | $ 550 |
Common Stock and Preferred St_3
Common Stock and Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||||||
Apr. 06, 2023 | Apr. 04, 2023 | Apr. 03, 2023 | Feb. 01, 2022 | Mar. 28, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 22, 2023 | Dec. 31, 2022 | |
Common Stock and Preferred Stock [Line Items] | |||||||||
Common stock shares authorized | 2,990,000,000 | 2,990,000,000 | |||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |||||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Percentage of shares issued and outstanding | 72.88% | ||||||||
Shares issued | 7,636 | ||||||||
Options exercised for total proceeds (in Dollars) | $ 91 | $ 91 | |||||||
Shares issued | 28 | ||||||||
Common stock value total (in Dollars) | $ 501 | ||||||||
Shares outstanding common shares | 205,898,404 | ||||||||
Restated certificate of incorporation description | (i) change its name to Charging Robotics Inc. (the “Name Change”); and (ii) effect a one-for-one hundred fifty reverse stock split (the “Reverse Stock Split”) of its outstanding shares of Common Stock. | ||||||||
Options granted (in Dollars) | $ 30 | ||||||||
Share-based compensation expenses (in Dollars) | $ 9 | $ 11 | |||||||
Common Stock [Member] | |||||||||
Common Stock and Preferred Stock [Line Items] | |||||||||
Common stock shares authorized | 3,000,000,000 | ||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||||
Preferred Stock, Shares Authorized | 10,000,000 | ||||||||
Preferred Stock [Member] | |||||||||
Common Stock and Preferred Stock [Line Items] | |||||||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | ||||||||
Common Stock [Member] | |||||||||
Common Stock and Preferred Stock [Line Items] | |||||||||
Common stock shares authorized | 2,990,000,000 | ||||||||
Warrant [Member] | |||||||||
Common Stock and Preferred Stock [Line Items] | |||||||||
Warrants exercisable | 922,500,000 | ||||||||
Investor [Member] | |||||||||
Common Stock and Preferred Stock [Line Items] | |||||||||
Issuance of shares | 136,500,000 | ||||||||
Acquisition Agreement [Member] | |||||||||
Common Stock and Preferred Stock [Line Items] | |||||||||
Shares issued | 4,091 | ||||||||
Charging Robotics [Member] | |||||||||
Common Stock and Preferred Stock [Line Items] | |||||||||
Acquired interest percentage | 100% | ||||||||
Issuance of shares | 921,750,000 |
Common Stock and Preferred St_4
Common Stock and Preferred Stock (Details) - Schedule of Composed Share Capital - shares | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Composed Share Capital [Abstract] | ||
Shares of common stock (“Shares”), Authorized | 2,990,000,000 | 2,990,000,000 |
Shares of common stock (“Shares”), Issued and outstanding | 1,372,656,029 | 27,273 |
Preferred shares, Authorized | 10,000,000 | 10,000,000 |
Preferred shares, Issued and outstanding |
Common Stock and Preferred St_5
Common Stock and Preferred Stock (Details) - Schedule of Summary of Stock Options Granted Using Black-Scholes Option Pricing Model | 1 Months Ended |
Feb. 01, 2022 $ / shares | |
Schedule of Summary of Stock Options Granted Using Black-Scholes Option Pricing Model [Abstract] | |
Charging Robotics share price (in Dollars per share) | $ 7,410 |
Charging Robotics Exercise price (in Dollars per share) | $ 0 |
Dividend yield | 0% |
Risk-free interest rate | 0.48% |
Expected term (in years) | 10 years |
Volatility | 75% |
Common Stock and Preferred St_6
Common Stock and Preferred Stock (Details) - Schedule of Summary of Stock Options Activity - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Summary of Stock Options Activity [Abstract] | ||
Number Options outstanding Beginning balance | 22 | 18 |
Average weighted exercise price Options outstanding Beginning balance | $ 6,818 | $ 8,333 |
Number Options outstanding Ending balance | 4 | 22 |
Average weighted exercise price Options outstanding Ending balance | $ 6,818 | |
Number Options exercisable | ||
Average weighted exercise price Options exercisable | ||
Number Exercised | (18) | |
Average weighted exercise price Exercised | $ 8,333 | |
Number Granted | 4 | |
Average weighted exercise price Granted |
Common Stock and Preferred St_7
Common Stock and Preferred Stock (Details) - Schedule of Stock Options Outstanding - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Stock Options Outstanding [Line Items] | ||
Options outstanding | 22 | |
Options exercisable | 18 | |
January 1, 2022 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Options outstanding | 4 | 4 |
Exercise price per option (in Dollars per share) | ||
Options exercisable | ||
Expiry date | Jan. 01, 2032 | Jan. 01, 2032 |
January 7, 2021 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Options outstanding | 18 | |
Exercise price per option (in Dollars per share) | $ 8,333 | |
Options exercisable | 18 | |
Expiry date | Jan. 07, 2026 |