Cover
Cover - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Financial Statement Error Correction [Flag] | false | |
Entity Interactive Data Current | Yes | |
ICFR Auditor Attestation Flag | false | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | FY | |
Documents Incorporated by Reference [Text Block] | None | |
Entity Information [Line Items] | ||
Entity Registrant Name | FUEL DOCTOR HOLDINGS, INC. | |
Entity Central Index Key | 0001459188 | |
Entity File Number | 000-56253 | |
Entity Tax Identification Number | 26-2274999 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Public Float | $ 133 | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 20 Raul Wallenberg Street | |
Entity Address, City or Town | Tel Aviv | |
Entity Address, Country | IL | |
Entity Address, Postal Zip Code | 6971916 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (678) | |
Local Phone Number | 558-5564 | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | None | |
No Trading Symbol Flag | true | |
Security Exchange Name | NONE | |
Entity Common Stock, Shares Outstanding | 1,372,656,029 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Elkana Amitai CPA |
Auditor Firm ID | 6816 |
Auditor Location | Mitzpe Netofa, Israel |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 8 | $ 27 |
Other accounts receivable | 43 | 71 |
Total current assets | 51 | 98 |
Non-current assets: | ||
Investment in an affiliate (Note 4c) | 110 | 152 |
Intangible asset (Note 5) | 100 | 74 |
Loan to an affiliate (Note 4b) | 62 | 60 |
Total non-current assets | 272 | 286 |
TOTAL ASSETS | 323 | 384 |
Current liabilities: | ||
Accounts payable | 104 | 108 |
Other current liabilities | 116 | |
Short term loans | 30 | |
Total current liabilities | 348 | 703 |
Non-current liabilities: | ||
Deferred revenues | 49 | 49 |
Total liabilities | 397 | 752 |
Stockholders’ deficit (Note 7) | ||
Preferred shares, par value $0.0001, 10,000,000 shares authorized, 0 shares issued and outstanding at December 31, 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 December 31, 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 | (27) | (12) |
Reserve from share-based compensation transactions | 101 | 91 |
Accumulated deficit | (1,966) | (1,188) |
Total stockholders’ deficit | (74) | (368) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 323 | 384 |
Related Party | ||
Current liabilities: | ||
Related parties (Note 6) | $ 98 | $ 595 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Research and development costs, net | $ 303 | $ 682 |
General and administrative costs | 437 | 71 |
Total operating expenses | 740 | 753 |
Operating loss | (740) | (753) |
Financial expenses | (11) | (15) |
Share in losses of affiliate | (27) | (42) |
Net loss | (778) | (810) |
Other comprehensive loss | (15) | (23) |
Net comprehensive loss | $ (793) | $ (833) |
Basic loss per common share (in Dollars per share) | $ 0 | $ (30.54) |
Weighted average common shares outstanding (in Shares) | 996,282,214 | 27,273 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Diluted loss per common share | $ 0 | $ (30.54) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Deficit - USD ($) $ in Thousands | Common shares | Additional Paid in capital | Stock-based compensation | Accumulated other comprehensive loss | Accumulated Deficit | Total |
Balance, beginning at Dec. 31, 2021 | $ 741 | $ 76 | $ 11 | $ (378) | $ 450 | |
Balance, beginning (in Shares) at Dec. 31, 2021 | 27,273 | |||||
Share based payment reserve | 15 | 15 | ||||
Net comprehensive loss for the year | (23) | (810) | (833) | |||
Balance, ending at Dec. 31, 2022 | 741 | 91 | (12) | (1,188) | (368) | |
Balance, ending (in Shares) at Dec. 31, 2022 | 27,273 | |||||
Exercise of options | 91 | $ 91 | ||||
Exercise of options (in Shares) | 4,091 | 18 | ||||
Share based payment reserve | 10 | $ 10 | ||||
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 year | (15) | (778) | (793) | |||
Balance, ending at Dec. 31, 2023 | $ 137 | $ 1,681 | $ 101 | $ (27) | $ (1,966) | $ (74) |
Balance, ending (in Shares) at Dec. 31, 2023 | 1,372,656,029 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (778) | $ (810) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based payment expenses | 10 | 15 |
Share in losses of affiliate | 27 | 42 |
Interest expenses | (3) | 5 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in other accounts receivable | 28 | (31) |
Increase in related parties | 52 | |
Increase (decrease) in accounts payable | (69) | 93 |
Increase in other accounts payable and accrued expenses | 116 | 25 |
Increase in deferred revenues | 49 | |
Net cash used in operating activities | (617) | (612) |
CASH FLOWS (USED IN) INVESTING ACTIVITIES: | ||
Effect of reverse merger | 3 | |
Investment in intangible asset | (26) | |
Increase in other accounts receivable | (3) | |
Investment in affiliated company | (60) | |
Net cash used in investing activities | (23) | (63) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of shares in respect of a private placement | 500 | |
Proceeds from exercise of options | 91 | |
Proceeds from short term loans | 30 | |
Related parties | 535 | |
Net cash provided by financing activities | 621 | 535 |
Net decrease in cash | (19) | (140) |
Cash at beginning of year | 27 | 167 |
Cash at end of year | 8 | 27 |
Changes in non-cash working capital due to merger: | ||
Increase in cash | 3 | |
Increase in Accounts payable | 65 | |
Decrease in Related party balances | 40 | |
Increase in Share capital | 137 | |
Decrease in Additional paid in capital | 159 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: | ||
Issuance of shares in respect of converted loan | $ 509 |
General
General | 12 Months Ended |
Dec. 31, 2023 | |
General [Abstract] | |
GENERAL | NOTE 1 – GENERAL Fuel Doctor Holdings, Inc. (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 amended its Certificate of Incorporation and 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 “Closing”), 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 to the former shareholders of Charging Robotics. The transactions arising from the Acquisition Agreement were accounted for as a reverse recapitalization. Charging Robotics was determined to be the “accounting acquirer” in the reverse recapitalization because (1) 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 (2) most significantly, the fact that the Acquisition Agreement expressly provided that a majority of the Company’s board of directors could be appointed by Charging Robotics. 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, with the main goal of developing 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 upon charging completion will automatically return to its docking station. Charging Robotics also developed a Wireless EV Charging System for automatic parking lots based on our wireless electricity transfer module. 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. On November 22, 2023, the Company announced that Charging Robotics received approval for funding from the Israel Innovation Authority (“IIA”) for a pilot project that includes installing and demonstrating its solution for wireless charging of electric vehicles (EVs) in automated parking systems. The total approved budget for this project is approximately $445, of which the IIA will finance 50%. The Company is now engaged in a pilot project to implement the solution in an APS in Tel Aviv. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of presentation of the financial statements: The Company’s consolidated financial statements have been prepared in accordance with the United States generally accepted accounting principles (U.S. GAAP) as set forth in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (ASC). b. Use of estimates, assumptions and judgements: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates. Warrants and options The Company uses the Black-Scholes option-pricing model to estimate the fair value of options at the grant date, and the warrant liability at the grant date and each reporting period date. The key assumptions used in the model are the expected future volatility in the price of the Company’s shares and the expected life of the warrants. Income Taxes Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. Intangible assets Intangible assets are tested for impairment annually or more frequently if there is an indication of impairment. The carrying value of intangibles with definite lives is reviewed each reporting period to determine whether there is any indication of impairment. If there are indications of impairment the impairment analysis is completed and if the carrying amount of an asset exceeds its recoverable amount, the asset is impaired and impairment loss is recognized. c. Principal of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. d. Consolidated financial statements in U.S dollars: The functional currency is the currency that best reflects the economic environment in which the Company and its subsidiary operates and conducts their transactions. The Company’s management believes that the functional currency of the Company and its subsidiaries is the U.S. dollar. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars at each reporting period end in accordance with ASC No. 830 “Foreign Currency Matters.” All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financing income or expenses as appropriate. e. Cash and cash equivalents: Cash equivalents are short-term highly liquid deposits that are readily convertible to cash with original maturities of three months or less, at the date acquired, and investments with maturities of longer than three months where the investment can be liquidated before the maturity date without a significant penalty. f. Intangible assets, net: Separately acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Expenditures relating to internally generated intangible assets, excluding capitalized development costs, are recognized in profit or loss when incurred. Intangible assets with finite useful lives are amortized over their useful lives and whenever there is an indication that the asset may be impaired. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these group of assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the group of assets is expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. The amortization period and the amortization method for an intangible asset are reviewed at least at each year end. Intangible assets with indefinite useful lives are not systematically amortized and are tested for impairment annually, or whenever there is an indication that the intangible asset may be impaired. The useful life of these assets is reviewed annually to determine whether their indefinite life assessment continues to be supportable. If the events and circumstances do not continue to support the assessment, the change in the useful life assessment from indefinite to finite life is accounted for prospectively as a change in accounting estimate and on that date the asset is tested for impairment. Commencing from that date, the asset is amortized systematically over its useful life. The details of intangible assets are as follows: Patents Useful life 20 years Amortization method Straight-line In-house development or purchase Purchase For the years ended December 31, 2023 and 2022, no indicators of impairment have been identified. g. Equity method investments: Investments in entities over which the Company does not have a controlling financial interest but has significant influence, are accounted for using the equity method, with the Company’s share of losses reported in loss from equity method investments on the statements of loss and comprehensive loss. Equity method investments are recorded at cost, plus the Company’s share of undistributed earnings or losses, and impairment, if any, within interest in equity investees on the statements of financial position. h. Research and Development expenses: Research and development expenses are recognized in the consolidated statements of operations and comprehensive loss when incurred. Research and development expenses consist of intellectual property, development and production expenditures. i. Fair value of financial instruments: The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2 — Observable inputs that are based on inputs not quoted on active markets but corroborated by market data. Level 3 — Unobservable inputs are used when little or no market data are available. The carrying amounts of cash and cash equivalents, trade payable and accrued expenses and other payables approximate their fair value due to the short-term maturity of such instruments. The carrying amount of warrant liabilities is recorded at the fair value at each reporting period. j. Share-based compensation: The Company accounts for share-based compensation in accordance with ASC No. 718, “Compensation – Stock Compensation”, which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the award is recognized as an expense over the requisite service periods, which is the vesting period of the respective award, on a straight-line basis when the only condition to vesting is continued service. The Company has selected the Black-Scholes option-pricing model as the most appropriate fair value method for its option awards. The Company recognizes forfeitures of equity-based awards as they occur. Restricted share units use the share price on the grant date to determine the fair value of the restricted share unit award. k. Income Taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, which prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the 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, to reduce deferred tax assets to their estimated realizable value, if needed. ASC 740 offers a two-step approach for recognizing and measuring a liability for 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, 2023, and 2022 no l. Basic and diluted net loss per Share: The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of shares of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive ordinary shares are anti-dilutive. m. Royaltie-bearing grants: Royalty-bearing grants from the Israeli Innovation Authority (the “IIA”) for funding approved research and development projects are recognized at the time Charging Robotics LTD is entitled to such grants (i.e. at the time that there is reasonable assurance that the Company will comply with the conditions attached to the grant and that there is reasonable assurance that the grant will be received), on the basis of the costs incurred and reduce research and development costs. The cumulative research and development grants received by the Company from inception through December 2023 amounted to $77. n. Recently issued and adopted accounting standards: As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. 1. In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company for fiscal years beginning after December 15, 2022. Early adoption is permitted. Effective August 1, 2021, the Company early adopted ASU 2016-13. Adoption of the new standard did not have a material impact on the financial statements. 2. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The final guidance issued by the FASB for convertible instruments eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. Separate accounting is still required in certain cases. Additionally, among other changes, the guidance eliminates some of the conditions for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. ASU 2020-06 is effective for the company for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2020. Effective August 1, 2021, the Company early adopted ASU 2020-06. Adoption of the new standard did not have a material impact on the financial statements. 3. In December 2023, the FASB issued ASU 2023-09, Income taxes (topic 740): Improvements to Income Tax Disclosures. The guides require disclosure of a tabular reconciliation, using both percentages and reporting currency amounts. Additional disclosers are required such as income taxes paid, Income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and Income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The guidance will be effective for the Company for fiscal years beginning after December 15, 2024. Early adoption is permitted. Adoption of the new standard will not have a material impact on the financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The 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 $1,966, as of December 31, 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 | 12 Months Ended |
Dec. 31, 2023 | |
Investment in Affiliated Company [Abstract] | |
INVESTMENT IN AFFILIATED COMPANY | NOTE 4 – INVESTMENT IN AFFILIATED COMPANY a. On April 24, 2021, 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, Charging Robotics entered into a convertible loan agreement with Revoltz pursuant to which Charging Robotics was required to invest an amount of $60 (the “Loan Principal Amount”) in Revoltz. In addition, Charging Robotics will provide an additional loan to Revoltz in an amount of up to $340 (the “Additional Amount” and, together with the Loan Principal Amount, 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 SAFEs, equity or otherwise); or 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 December 31, 2023, the balance of the Loan Principal Amount granted was $62. To date, no Additional Amounts have been funded. 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 (27 ) Foreign currency translation (15 ) Balance December 31, 2023 $ 110 |
Intangible Asset
Intangible Asset | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Asset [Abstract] | |
INTANGIBLE ASSET | NOTE 5 – INTANGIBLE ASSET The Company considers all intangibles to be definite-lived assets with lives of twenty (20) years. The Company will start amortization at the end of the product development. Intangibles consisted of the following on December 31, 2023, December 31, 2022, and January 1, 2022, respectively: Balance, January 1, 2022 $ 74 Additions - Balance, December 31, 2022 $ 74 Additions – registration fees 26 Balance, December 31, 2023 $ 100 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 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: Year Ended 2023 2022 Consulting Fees - CEO $ 87 $ 85 Consulting Fees – CFO $ 44 $ 15 Director’s Compensation $ 84 $ - Interest paid to affiliated companies $ 5 $ 5 No director fees were paid during the years ended December 31, 2023, and 2022, respectively. (ii) Balances owed to related parties: December 31, December 31, 2023 2022 Consulting Fees – CEO $ 8 $ 28 Consulting Fees – CFO 8 17 Directors 27 - Revoltz (see note 4b) 62 60 Medigus (see note 6c) 55 550 $ 164 $ 655 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, Medigus Ltd. (“Medigus”), $550 (the “Medigus Loan”). The Medigus Loan bears interest in accordance with Section 3(i) of the Israeli Tax Code, which in 2022 was 2.42% per annum, and no fixed date for repayment of the Medigus Loan has been determined as of the date of this report. On January 1, 2023, Charging Robotics and Medigus signed an agreement to amend the terms of the Medigus Loan (the “Medigus Loan Agreement”). Pursuant to the Medigus Loan Agreement, the interest rate on the Medigus Loan 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 3, 2023, the Medigus Loan balance owing was $553, and on that date $508 of the Medigus Loan was converted into 28 shares of Charging Robotics and the remaining Medigus Loan balance will be repaid in cash. As of December 31, 2023, the balance of the Medigus Loan amount, including interest and administrative fees, is $55 in the aggregate. d. On October 1, 2021, Charging Robotics signed a consulting agreement with Mr. Hovav Gilan its CEO (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 (the “CR Board”), the CEO shall be entitled to receive stock options in the Company that will entitle him to indirectly purchase and 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 CR Board has not yet approved their issuance. |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock and Preferred Stock [Abstract] | |
COMMON STOCK AND PREFERRED STOCK | NOTE 7 – COMMON STOCK AND PREFERRED STOCK a. As of December 31, 2023, and December 31, 2022, the Company’s share capital is composed as follows: December 31, 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 its Certificate of Incorporation and increased the number of authorized shares to 3,000,000,000 shares 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 December 31, 2023, and December 31, 2022. Each common share is entitled to receive dividends, participate in the distribution of the Company’s net assets upon liquidation and to receive notices of participation and voting (at one vote per share) at the general meetings of the Company’s shareholder’s on any matter upon which the general meeting is authorized to be held. Pursuant to Note 1, upon the consummation of the Acquisition Agreement, Charging Robotics became a wholly-owned subsidiary of the Company and shareholders of Charging Robotics received 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 Closing of the Acquisition Agreement (See Note 1), Charging Robotics issued an aggregate of 15 shares of Charging Robotics, representing 4,091 shares of the Company, in respect of option exercises by each of Mr. Ariel Dor, Lia Pure Capital Ltd. and Capitalink Ltd., for total proceeds of $91 in the aggregate. On April 3, 2023, prior to the Closing of 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 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 and fifty reverse stock split (the “Reverse Stock Split”) of its outstanding shares of Common Stock. The Company submitted an Issuer Company-Related Action Notification Form to the Financial Industry Regulatory Authority, Inc. (“FINRA”) regarding the Name Change and Reverse Stock Split within FINRA’s required time frame, on August 30, 2023. FINRA’s approval of the Name Change and Reverse Stock Split is currently still 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 Company’s common stock, which shall remain as set forth pursuant to the Amended and Restated 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, the Company issued the previous shareholders of Charging Robotics 922,500,000 warrants, which warrants are exercisable upon the Company achieving each of the three (3) performance milestones (collectively, the “Earn Out Milestones”) as follows: (i) In-house 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 Company’s board – until December 31, 2025. Without limiting the generality of the Earn Out Milestones, all of the warrants shall immediately accelerate upon the Company’s up-listing its common shares to the Nasdaq stock exchange. c. Share options in the Company As of December 31, 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 options to Ben Gurion University (“BGU Options”) retroactively, 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 year ended December 31, 2023, the Company recorded $10 in share-based compensation expenses in respect of the BGU Options (during the year ended December 31, 2022 - $15). 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 December 31, 2023 4 $ - Options exercisable at December 31, 2022 - $ - The following Charging Robotics options are outstanding as of December 31, 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 |
Liens, Commitments
Liens, Commitments | 12 Months Ended |
Dec. 31, 2023 | |
Liens, Commitments [Abstract] | |
LIENS, COMMITMENTS | NOTE 8: LIENS, COMMITMENTS Charging Robotics is committed to pay royalties to the IIA on the proceeds from sales of products resulting from research and development projects in which the IIA participates by way of grants. In the first 3 years of sales the Company shall pay 3% of the sales of the product which was developed under IIA research and development projects. In the fourth, fifth and sixth years of sales, the Company shall pay 4% of such sales and from the seventh year onwards the Company shall pay 5% of up to 100% of the amount of grants received plus interest at LIBOR. Charging Robotics was entitled to the grants only upon incurring research and development expenditures. There were no future performance obligations related to the grants received from the IIA. As of December 31, 2023, the contingent liabilities with respect to grants received from the IIA, subject to repayment under these royalty agreements on future sales is $ Nil |
Research And Development, Net
Research And Development, Net | 12 Months Ended |
Dec. 31, 2023 | |
Research And Development, Net [Abstract] | |
RESEARCH AND DEVELOPMENT, NET | NOTE 9: RESEARCH AND DEVELOPMENT, NET For the year ended 2023 2022 Subcontractors $ 257 $ 543 Patent 20 37 Share based compensation 10 15 Other 93 87 Participation of the IIA (77 ) - $ 303 $ 682 |
General and Administrative
General and Administrative | 12 Months Ended |
Dec. 31, 2023 | |
General and Administrative [Abstract] | |
GENERAL AND ADMINISTRATIVE | NOTE 10: GENERAL AND ADMINISTRATIVE For the year ended 2023 2022 Professional fees $ 390 $ 67 Public company related expenses 28 - Other 19 4 $ 437 $ 71 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES a. Corporate tax rates in Israel: The Israeli statutory corporate tax rate and real capital gains were 23% in both 2023 and 2022. b. 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: December 31, December 31, Deferred tax assets: Carry forward tax losses $ 905 $ 489 Net deferred tax asset before valuation allowance 905 489 Valuation allowance (905 ) (489 ) Income tax benefit at the statutory tax rate $ - $ - In assessing the realization of deferred tax assets, Management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance at December 31, 2022. c. Net operating carry-forward losses for tax purposes: As of December 31, 2023, the Company’s carry-forward losses amount to approximately $905, which can be carried forward for an indefinite period. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS The Company evaluated all other events or transactions that occurred from January 1, 2024 through and including March 11, 2024. The Company determined that it does not have any other subsequent event requiring recording or disclosure in the financial statements for the year ended December 31, 2023, other than described below: a. On February 14, 2024, Charging Robotics received an additional $33 from the IIA. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (778) | $ (810) |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of presentation of the financial statements | a. Basis of presentation of the financial statements: The Company’s consolidated financial statements have been prepared in accordance with the United States generally accepted accounting principles (U.S. GAAP) as set forth in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (ASC). |
Use of estimates, assumptions and judgements | b. Use of estimates, assumptions and judgements: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates. Warrants and options The Company uses the Black-Scholes option-pricing model to estimate the fair value of options at the grant date, and the warrant liability at the grant date and each reporting period date. The key assumptions used in the model are the expected future volatility in the price of the Company’s shares and the expected life of the warrants. Income Taxes Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. Intangible assets Intangible assets are tested for impairment annually or more frequently if there is an indication of impairment. The carrying value of intangibles with definite lives is reviewed each reporting period to determine whether there is any indication of impairment. If there are indications of impairment the impairment analysis is completed and if the carrying amount of an asset exceeds its recoverable amount, the asset is impaired and impairment loss is recognized. |
Principal of consolidation | c. Principal of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. |
Consolidated financial statements in U.S dollars | d. Consolidated financial statements in U.S dollars: The functional currency is the currency that best reflects the economic environment in which the Company and its subsidiary operates and conducts their transactions. The Company’s management believes that the functional currency of the Company and its subsidiaries is the U.S. dollar. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars at each reporting period end in accordance with ASC No. 830 “Foreign Currency Matters.” All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financing income or expenses as appropriate. |
Cash and cash equivalents | e. Cash and cash equivalents: Cash equivalents are short-term highly liquid deposits that are readily convertible to cash with original maturities of three months or less, at the date acquired, and investments with maturities of longer than three months where the investment can be liquidated before the maturity date without a significant penalty. |
Intangible assets, net | f. Intangible assets, net: Separately acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Expenditures relating to internally generated intangible assets, excluding capitalized development costs, are recognized in profit or loss when incurred. Intangible assets with finite useful lives are amortized over their useful lives and whenever there is an indication that the asset may be impaired. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these group of assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the group of assets is expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. The amortization period and the amortization method for an intangible asset are reviewed at least at each year end. Intangible assets with indefinite useful lives are not systematically amortized and are tested for impairment annually, or whenever there is an indication that the intangible asset may be impaired. The useful life of these assets is reviewed annually to determine whether their indefinite life assessment continues to be supportable. If the events and circumstances do not continue to support the assessment, the change in the useful life assessment from indefinite to finite life is accounted for prospectively as a change in accounting estimate and on that date the asset is tested for impairment. Commencing from that date, the asset is amortized systematically over its useful life. The details of intangible assets are as follows: Patents Useful life 20 years Amortization method Straight-line In-house development or purchase Purchase For the years ended December 31, 2023 and 2022, no indicators of impairment have been identified. |
Research and Development expenses | h. Research and Development expenses: Research and development expenses are recognized in the consolidated statements of operations and comprehensive loss when incurred. Research and development expenses consist of intellectual property, development and production expenditures. |
Fair value of financial instruments | i. Fair value of financial instruments: The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2 — Observable inputs that are based on inputs not quoted on active markets but corroborated by market data. Level 3 — Unobservable inputs are used when little or no market data are available. The carrying amounts of cash and cash equivalents, trade payable and accrued expenses and other payables approximate their fair value due to the short-term maturity of such instruments. The carrying amount of warrant liabilities is recorded at the fair value at each reporting period. |
Share-based compensation | j. Share-based compensation: The Company accounts for share-based compensation in accordance with ASC No. 718, “Compensation – Stock Compensation”, which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the award is recognized as an expense over the requisite service periods, which is the vesting period of the respective award, on a straight-line basis when the only condition to vesting is continued service. The Company has selected the Black-Scholes option-pricing model as the most appropriate fair value method for its option awards. The Company recognizes forfeitures of equity-based awards as they occur. Restricted share units use the share price on the grant date to determine the fair value of the restricted share unit award. |
Income Taxes | k. Income Taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, which prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the 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, to reduce deferred tax assets to their estimated realizable value, if needed. ASC 740 offers a two-step approach for recognizing and measuring a liability for 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, 2023, and 2022 no |
Basic and diluted net loss per Share | l. Basic and diluted net loss per Share: The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of shares of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive ordinary shares are anti-dilutive. |
Royaltie-bearing grants | m. Royaltie-bearing grants: Royalty-bearing grants from the Israeli Innovation Authority (the “IIA”) for funding approved research and development projects are recognized at the time Charging Robotics LTD is entitled to such grants (i.e. at the time that there is reasonable assurance that the Company will comply with the conditions attached to the grant and that there is reasonable assurance that the grant will be received), on the basis of the costs incurred and reduce research and development costs. The cumulative research and development grants received by the Company from inception through December 2023 amounted to $77. |
Recently issued and adopted accounting standards | n. Recently issued and adopted accounting standards: As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. 1. In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company for fiscal years beginning after December 15, 2022. Early adoption is permitted. Effective August 1, 2021, the Company early adopted ASU 2016-13. Adoption of the new standard did not have a material impact on the financial statements. 2. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The final guidance issued by the FASB for convertible instruments eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. Separate accounting is still required in certain cases. Additionally, among other changes, the guidance eliminates some of the conditions for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. ASU 2020-06 is effective for the company for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2020. Effective August 1, 2021, the Company early adopted ASU 2020-06. Adoption of the new standard did not have a material impact on the financial statements. 3. In December 2023, the FASB issued ASU 2023-09, Income taxes (topic 740): Improvements to Income Tax Disclosures. The guides require disclosure of a tabular reconciliation, using both percentages and reporting currency amounts. Additional disclosers are required such as income taxes paid, Income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and Income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The guidance will be effective for the Company for fiscal years beginning after December 15, 2024. Early adoption is permitted. Adoption of the new standard will not have a material impact on the financial statements. |
Equity method investments | g. Equity method investments: Investments in entities over which the Company does not have a controlling financial interest but has significant influence, are accounted for using the equity method, with the Company’s share of losses reported in loss from equity method investments on the statements of loss and comprehensive loss. Equity method investments are recorded at cost, plus the Company’s share of undistributed earnings or losses, and impairment, if any, within interest in equity investees on the statements of financial position. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Details of Intangible Assets | The details of intangible assets are as follows: Patents Useful life 20 years Amortization method Straight-line In-house development or purchase Purchase |
Investment in Affiliated Comp_2
Investment in Affiliated Company (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investment in Affiliated Company [Abstract] | |
Schedule of Equity Method Accounting for the Investment Affiliated | 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 (27 ) Foreign currency translation (15 ) Balance December 31, 2023 $ 110 |
Intangible Asset (Tables)
Intangible Asset (Tables) | 12 Months Ended |
Dec. 31, 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 twenty (20) years. The Company will start amortization at the end of the product development. Intangibles consisted of the following on December 31, 2023, December 31, 2022, and January 1, 2022, respectively: Balance, January 1, 2022 $ 74 Additions - Balance, December 31, 2022 $ 74 Additions – registration fees 26 Balance, December 31, 2023 $ 100 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Parties [Abstract] | |
Schedule of Related Parties | The compensation to key management personnel for employment services they provide to the Company is as follows: Year Ended 2023 2022 Consulting Fees - CEO $ 87 $ 85 Consulting Fees – CFO $ 44 $ 15 Director’s Compensation $ 84 $ - Interest paid to affiliated companies $ 5 $ 5 Balances owed to related parties: December 31, December 31, 2023 2022 Consulting Fees – CEO $ 8 $ 28 Consulting Fees – CFO 8 17 Directors 27 - Revoltz (see note 4b) 62 60 Medigus (see note 6c) 55 550 $ 164 $ 655 |
Common Stock and Preferred St_2
Common Stock and Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock and Preferred Stock [Abstract] | |
Schedule of Composed Share Capital | As of December 31, 2023, and December 31, 2022, the Company’s share capital is composed as follows: December 31, 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 Stock Options Granted Using Black-Scholes Option Pricing Model | On February 1, 2022, Charging Robotics issued 4 options to Ben Gurion University (“BGU Options”) retroactively, 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 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 December 31, 2023 4 $ - Options exercisable at December 31, 2022 - $ - |
Schedule of Stock Options Outstanding | The following Charging Robotics options are outstanding as of December 31, 2023: 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 |
Research And Development, Net (
Research And Development, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Research And Development, Net [Abstract] | |
Schedule of Research And Development, Net | For the year ended 2023 2022 Subcontractors $ 257 $ 543 Patent 20 37 Share based compensation 10 15 Other 93 87 Participation of the IIA (77 ) - $ 303 $ 682 |
General and Administrative (Tab
General and Administrative (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
General and Administrative [Abstract] | |
Schedule of General and Administrative Expenses | For the year ended 2023 2022 Professional fees $ 390 $ 67 Public company related expenses 28 - Other 19 4 $ 437 $ 71 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Deferred Income Taxes of Assets and Liabilities | 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: December 31, December 31, Deferred tax assets: Carry forward tax losses $ 905 $ 489 Net deferred tax asset before valuation allowance 905 489 Valuation allowance (905 ) (489 ) Income tax benefit at the statutory tax rate $ - $ - |
General (Details)
General (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Nov. 22, 2023 | Apr. 06, 2023 | Mar. 28, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
General [Line Items] | |||||
New issued share | 136,500,000 | 921,750,000 | |||
Issuance of common shares | 921,750,000 | ||||
Warrants exercisable | 922,500,000 | ||||
Total proceeds of private placement (in Dollars) | $ 500 | $ 500 | |||
Total budget project (in Dollars) | $ 445 | ||||
Finance percentage | 50% | ||||
Charging Robotics [Member] | |||||
General [Line Items] | |||||
Acquired interest percentage | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Income tax benefits | 50% | |
Unrecognized tax benefits, liability | ||
Cumulative research and development grants received | $ 77 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Details of Intangible Assets - Patents [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of Details of Intangible Assets [Line Items] | |
Useful life | 20 years |
Amortization method | Straight-line |
In-house development or purchase | Purchase |
Going Concern (Details)
Going Concern (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Going Concern [Abstract] | ||
Accumulated deficit | $ (1,966) | $ (1,188) |
Investment in Affiliated Comp_3
Investment in Affiliated Company (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Jul. 28, 2022 | Apr. 24, 2021 | Dec. 31, 2023 | |
Investment in Affiliated Company [Line Items] | |||
Purchase percentage | 19.99% | ||
Aggregate amount | $ 1,000 | ||
Principal loan amount | $ 62 | ||
Robotics [Member] | |||
Investment in Affiliated Company [Line Items] | |||
Investments | $ 250 | ||
Revoltz [Member] | |||
Investment in Affiliated Company [Line Items] | |||
Investments | 60 | ||
Principal amount | 340 | ||
Aggregate amount | 7,000 | ||
Revenue | $ 1,000 |
Investment in Affiliated Comp_4
Investment in Affiliated Company (Details) - Schedule of Equity Method Accounting for the Investment Affiliated - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Equity Method Accounting for the Investment Affiliated [Abstract] | ||
Balance beginning | $ 152 | $ 217 |
Share in losses of affiliated company | (27) | (42) |
Foreign currency translation | (15) | (23) |
Balance ending | $ 110 | $ 152 |
Intangible Asset (Details)
Intangible Asset (Details) | Dec. 31, 2023 |
Intangible Asset [Abstract] | |
Intangibles definite-lived assets | 20 years |
Intangible Asset (Details) - Sc
Intangible Asset (Details) - Schedule of all Intangibles to be Definite-Lived Assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of all Intangibles to be Definite Lived Assets [Abstract] | ||
Beginning Balance | $ 74 | $ 74 |
Additions – registration fees | 26 | |
Ending Balance | $ 100 | $ 74 |
Related Parties (Details)
Related Parties (Details) $ in Thousands | 12 Months Ended | ||||
Apr. 03, 2023 USD ($) shares | Oct. 01, 2021 USD ($) | Dec. 31, 2023 USD ($) | Jan. 01, 2023 USD ($) | Oct. 01, 2021 ILS (₪) | |
Related Parties [Line Items] | |||||
Loan balance | $ 553 | ||||
Converted shares (in Shares) | shares | 28 | ||||
Interest and administrative fees | $ 55 | ||||
Monthly fee | $ 7 | ₪ 24,700 | |||
Stock options percentage | 3% | ||||
Valuation amount | $ 10,000 | ||||
Medigus Loan [Member] | |||||
Related Parties [Line Items] | |||||
Loan amount | $ 550 | ||||
Bears interest | 2.42% | ||||
Loan balance | $ 508 |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of Related Parties - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Consulting Fees - CEO [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party | $ 8 | $ 28 |
Consulting Fees – CFO [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party | 8 | 17 |
Directors [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party | 27 | |
Revoltz [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party | 62 | 60 |
Medigus [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party | 55 | 550 |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party | 164 | 655 |
Key Management [Member] | Consulting Fees - CEO [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party | 87 | 85 |
Key Management [Member] | Consulting Fees – CFO [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party | 44 | 15 |
Key Management [Member] | Director’s Compensation [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party | 84 | |
Key Management [Member] | Interest Paid to Affiliated Companies [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party | $ 5 | $ 5 |
Common Stock and Preferred St_3
Common Stock and Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Jul. 04, 2023 | Apr. 06, 2023 | Apr. 04, 2023 | Apr. 03, 2023 | Mar. 28, 2023 | Feb. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 22, 2023 | |
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 | |||||||
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% | ||||||||
Number of shares | 15 | ||||||||
Shares issued | 7,636 | ||||||||
Options exercised for total proceeds (in Dollars) | $ 91 | $ 91 | |||||||
Shares issued to related party | 28 | ||||||||
Newly issued shares | 136,500,000 | 921,750,000 | |||||||
Issued shares value (in Dollars) | $ 501 | $ 501 | |||||||
Reverse stock split description | (i) change its name to Charging Robotics Inc. (the “Name Change”); and (ii) effect a one-for-one hundred and fifty reverse stock split (the “Reverse Stock Split”) of its outstanding shares of Common Stock. | ||||||||
Warrants exercisable | 922,500,000 | ||||||||
Options granted (in Dollars) | $ 30 | ||||||||
Share-based compensation expenses (in Dollars) | $ 10 | $ 15 | |||||||
Common Stock [Member] | |||||||||
Common Stock and Preferred Stock [Line Items] | |||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||||
Newly issued shares | 136,500,000 | ||||||||
Issued shares value (in Dollars) | $ 13 | ||||||||
Investor [Member] | |||||||||
Common Stock and Preferred Stock [Line Items] | |||||||||
Newly issued 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] | |||||||||
Issuance of shares | 921,750,000 | ||||||||
Share Capital [Member] | Common Stock [Member] | |||||||||
Common Stock and Preferred Stock [Line Items] | |||||||||
Common stock shares authorized | 3,000,000,000 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Common Stock and Preferred Stock [Line Items] | |||||||||
Issuable outstanding shares | 205,898,404 |
Common Stock and Preferred St_4
Common Stock and Preferred Stock (Details) - Schedule of Composed Share Capital - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Shares of common stock [Member] | ||
Schedule of Composed Share Capital [Line Items] | ||
Common shares, Authorized | 2,990,000,000 | 2,990,000,000 |
Common shares, Issued | 1,372,656,029 | 27,273 |
Common shares, Outstanding | 1,372,656,029 | 27,273 |
Preferred shares [Member] | ||
Schedule of Composed Share Capital [Line Items] | ||
Preferred shares, Authorized | 10,000,000 | 10,000,000 |
Preferred shares, Issued | ||
Preferred shares, Outstanding |
Common Stock and Preferred St_5
Common Stock and Preferred Stock (Details) - Schedule of Stock Options Granted Using Black-Scholes Option Pricing Model | 12 Months Ended |
Dec. 31, 2023 $ / 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 Stock Options Activity - $ / shares | 12 Months Ended | |
Dec. 31, 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 | 18 | |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Stock Options Outstanding [Line Items] | |||
Options outstanding | 4 | 22 | 18 |
Exercise price per option (in Dollars per share) | $ 6,818 | $ 8,333 | |
Options exercisable | 18 | ||
Charging Robotics [Member] | 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 | |
Charging Robotics [Member] | 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 |
Liens, Commitments (Details)
Liens, Commitments (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Liens, Commitments [Line Items] | |
First sales | 3 years |
Percentage of three years of sales | 3% |
Percentage of fourth, fifth and sixth years of sales | 4% |
Percentage of seventh years of sales | 5% |
Percentage of grants received | 100% |
Royalty sales (in Dollars) | |
Royalty Agreement Terms [Member] | |
Liens, Commitments [Line Items] | |
Royalty received (in Dollars) | $ 77 |
Research And Development, Net_2
Research And Development, Net (Details) - Schedule of Research And Development, Net - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Research And Development, Net [Line Items] | ||
Research and development, net | $ 303 | $ 682 |
Subcontractors [Member] | ||
Schedule of Research And Development, Net [Line Items] | ||
Research and development, net | 257 | 543 |
Patents [Member] | ||
Schedule of Research And Development, Net [Line Items] | ||
Research and development, net | 20 | 37 |
Share based Compensation [Member] | ||
Schedule of Research And Development, Net [Line Items] | ||
Research and development, net | 10 | 15 |
Other [Member] | ||
Schedule of Research And Development, Net [Line Items] | ||
Research and development, net | 93 | 87 |
Participation of the IIA [Member] | ||
Schedule of Research And Development, Net [Line Items] | ||
Research and development, net | $ (77) |
General and Administrative (Det
General and Administrative (Details) - Schedule of General and Administrative Expenses - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of General and Administrative [Abstract] | ||
Professional fees | $ 390 | $ 67 |
Public company related expenses | 28 | |
Other | 19 | 4 |
Total | $ 437 | $ 71 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Line Items] | ||
Carry-forward losses (in Dollars) | $ 905 | $ 489 |
Israeli [Member] | ||
Income Taxes [Line Items] | ||
Statutory corporate tax rate | 23% | 23% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Deferred Income Taxes of Assets and Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Carry forward tax losses | $ 905 | $ 489 |
Net deferred tax asset before valuation allowance | 905 | 489 |
Valuation allowance | (905) | (489) |
Income tax benefit at the statutory tax rate |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Feb. 14, 2024 USD ($) |
Subsequent Event [Member] | |
Subsequent Events [Line Items] | |
Additional charges | $ 33 |