Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 13, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Information [Line Items] | ||
Entity Registrant Name | CHARGING ROBOTICS 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 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 Incorporation, Date of Incorporation | Mar. 25, 2008 | |
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 | (+972) | |
Local Phone Number | 54 642-0352 | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | N/A | |
No Trading Symbol Flag | true | |
Security Exchange Name | NONE | |
Entity Common Stock, Shares Outstanding | 9,151,040 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 38 | $ 8 |
Other accounts receivable | 14 | 43 |
Total current assets | 52 | 51 |
Non current assets: | ||
Intangible asset | 104 | 100 |
Investment in an affiliate (Note 4) | 83 | 110 |
Loan to an affiliate (Note 4) | 63 | 62 |
Total non current assets | 250 | 272 |
TOTAL ASSETS | 302 | 323 |
Current liabilities: | ||
Accounts payable | 103 | 104 |
Other current liabilities | 161 | 116 |
Receipt on account of shares | 65 | |
Short term loans | 234 | 30 |
Total current liabilities | 709 | 348 |
Non-current liabilities: | ||
Deferred revenues | 31 | 49 |
Total liabilities | 740 | 397 |
Stockholders’ deficit (Note 6) | ||
Preferred shares of the Company, par value $0.0001 per share, 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, 9,151,040 shares issued and outstanding at June 30, 2024 and December 31, 2023 | 1 | 1 |
Additional paid-in capital | 1,817 | 1,817 |
Foreign currency transaction reserve | (30) | (27) |
Reserve from share-based compensation transactions | 122 | 101 |
Accumulated deficit | (2,348) | (1,966) |
Total stockholders’ deficit | (438) | (74) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 302 | 323 |
Related Party | ||
Current liabilities: | ||
Related parties (Note 5) | $ 146 | $ 98 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
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 | 9,151,040 | 9,151,040 |
Common stock, shares outstanding | 9,151,040 | 9,151,040 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Income Statement [Abstract] | |||||
Research and development costs | $ 85 | $ 37 | $ 148 | $ 149 | |
General and administrative costs | 96 | 144 | 214 | 156 | |
Operating loss | (181) | (181) | (362) | (305) | |
Financial expenses | 1 | 3 | |||
Net loss | (180) | (181) | (359) | (305) | |
Share in losses of affiliate | (5) | (10) | (23) | (11) | |
Net loss for the period | (185) | (191) | (382) | (316) | |
Other comprehensive loss | (1) | (7) | (3) | (7) | |
Net loss and comprehensive loss for the period | $ (186) | $ (198) | $ (385) | $ (323) | |
Basic loss per common share (in Dollars per share) | $ (0.02) | $ (0.02) | $ (0.04) | $ (0.08) | |
Weighted average common shares outstanding (in Shares) | [1] | 9,151,040 | 8,137,131 | 9,151,040 | 4,091,134 |
[1] On April 23, 2024, the Company received notice from FINRA that the Reverse Stock Split has been announced on FINRA’s daily list and will take effect at market open on April 24, 2024 (the “Market Effective Date”). Accordingly, the FINRA corporate action to effect the Reverse Stock Split is now completed. Consequently, all share numbers, share prices, and exercise prices have been retroactively adjusted in these consolidated financial statements for all periods presented. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Diluted loss per common share | $ (0.02) | $ (0.02) | $ (0.04) | $ (0.08) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Common Stock | Additional Paid in capital | Stock-based compensation | Accumulated other comprehensive loss | Accumulated Deficit | Total |
Balance at Dec. 31, 2022 | $ 741 | $ 91 | $ (12) | $ (1,188) | $ (368) | |
Balance (in Shares) at Dec. 31, 2022 | 182 | |||||
Exercise of options | 91 | 7 | 98 | |||
Exercise of options (in Shares) | 27 | |||||
Issuance of shares in respect of converted loan | 509 | 509 | ||||
Issuance of shares in respect of converted loan (in Shares) | 51 | |||||
Effect of reverse merger | $ 1 | (25) | (24) | |||
Effect of reverse merger (in Shares) | 8,240,780 | |||||
Issuance of shares in respect of private placement | 501 | 501 | ||||
Issuance of shares in respect of private placement (in Shares) | 910,000 | |||||
Net comprehensive loss for the period | (7) | (316) | (323) | |||
Balance at Jun. 30, 2023 | $ 1 | 1,817 | 98 | (19) | (1,504) | 393 |
Balance (in Shares) at Jun. 30, 2023 | 9,151,040 | |||||
Balance at Dec. 31, 2023 | $ 1 | 1,817 | 101 | (27) | (1,966) | (74) |
Balance (in Shares) at Dec. 31, 2023 | 9,151,040 | |||||
Issuance of warrant | 18 | 18 | ||||
Share-based payment reserve | 3 | 3 | ||||
Net comprehensive loss for the period | (3) | (382) | (385) | |||
Balance at Jun. 30, 2024 | $ 1 | $ 1,817 | $ 122 | $ (30) | $ (2,348) | $ (438) |
Balance (in Shares) at Jun. 30, 2024 | 9,151,040 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (382) | $ (316) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based payment expenses | 3 | 7 |
Share in losses of affiliate | 23 | 11 |
Interest income | 3 | (1) |
Changes in operating assets and liabilities: | ||
Decrease (increase) in other accounts receivable | 29 | 24 |
Increase (decrease) in related parties | 48 | (20) |
Increase (decrease) in accounts payable | (1) | (58) |
Increase in other accounts payable and accrued expenses | 45 | 11 |
Net cash used in operating activities | (232) | (342) |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Investment in intangible asset | (4) | |
Net cash used in investing activities | (4) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of shares in respect of a private placement | 501 | |
Proceeds from short term loans received | 201 | |
Proceeds on account of shares | 65 | |
Proceeds from exercise of options | 91 | |
Net cash provided by financing activities | 266 | 592 |
Net increase in cash | 30 | 250 |
Effect of changes in foreign exchange rates | 1 | |
Effect of reverse merger | (24) | |
Cash at beginning of period | 8 | 27 |
Cash at end of period | 38 | 254 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | ||
Franchise taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: | ||
Issuance of shares to in respect of converted loan | 509 | |
Issuance of warrants in respect of deferred revenue | 18 | |
Investment in intangible asset | $ 11 |
General
General | 6 Months Ended |
Jun. 30, 2024 | |
General [Abstract] | |
GENERAL | NOTE 1 – GENERAL Charging Robotics Inc. (formerly 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, and on April 23, 2024, the Company changed its name to Charging Robotics Inc. On March 28, 2023, the Company entered into a Securities Exchange Agreement (the “Acquisition Agreement”) with the stockholders of Charging Robotics Ltd. (“CR Israel”). 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 CR Israel (the “Acquisition”), making CR Israel a wholly owned subsidiary of the Company. CR Israel 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 includes a component which is small enough to fit under the vehicle, and which automatically positions itself for maximum-efficiency charging, and upon charging completion automatically returns to its docking station. CR Israel 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 910,000 newly issued shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) in respect of a private placement for total proceeds of $500. On November 22, 2023, the Company announced that CR Israel received approval for funding from the Israel Innovation Authority (the “IIA”) for a pilot project to include installing and demonstrating its solution for wireless charging of electric vehicles (EVs) in automated parking systems (“APS”). The total approved budget for this project was approximately $445, of which the IIA would finance 50%. The Company is now engaged in the pilot project to implement the solution in an APS in Tel Aviv. In December 2023, CR Israel received $77 from the IIA, and on February 14, 2024, CR Israel received an additional $33 from the IIA. 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. On August 28, 2023, 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. On April 23, 2024, the Company received notice from FINRA that the Name Change and the Reverse Stock Split was announced on FINRA’s daily list and would take effect at market open on the Market Effective Date. Accordingly, the FINRA corporate action to effect the Name Change and the Reverse Stock Split was completed on April 23, 2024. Basis of presentation of the financial statements: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the U.S Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. 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 accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report for the year ended December 31, 2023, filed with the SEC on March12, 2024. The interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. |
Unaudited Interim Condensed Fin
Unaudited Interim Condensed Financial Statements | 6 Months Ended |
Jun. 30, 2024 | |
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 share-based compensation and the Company’s ability to continue as a 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 the 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, 2023, no 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 the six months ended June 30, 2024, the Company recorded $3, 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 six months ended June 30, 2024, are not necessarily indicative of the results for the year ending December 31, 2024, 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, 2023, and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 12, 2024 (the “2023 Annual Report”). As of June 30, 2024, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2023 Annual Report. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2024 | |
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 $1,966, as of December 31, 2023, and $2,348, as of June 30, 2024, 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 | 6 Months Ended |
Jun. 30, 2024 | |
Investment in Affiliated Company [Abstract] | |
INVESTMENT IN AFFILIATED COMPANY | NOTE 4 – INVESTMENT IN AFFILIATED COMPANY a. On April 24, 2021, CR Israel 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, CR Israel entered into a convertible loan agreement with Revoltz pursuant to which CR Israel was required to invest an amount of $60 in Revoltz (the “Loan Principal Amount”). In addition, CR Israel provided 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 June 30, 2024, the balance of the Loan Principal Amount was $63. c. The following table summarizes the equity method accounting for the investment in affiliated company: Balance January 1, 2023 $ 152 Share in losses of affiliated company (27 ) Foreign currency translation (15 ) Balance December 31, 2023 $ 110 Share in losses of affiliated company (23 ) Foreign currency translation (4 ) Balance June 30, 2024 $ 83 |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2024 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 5 – 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 Six Months Ended 2024 2023 2024 2023 Consulting Fees – CEO $ 20 $ 21 $ 41 $ 42 Consulting Fees - CFO $ 9 $ 11 $ 18 $ 20 Directors’ compensation $ 9 $ - $ 30 $ 6 (ii) Balances owed to (by) related parties June 30, December 31, 2024 2023 Consulting Fees – CEO $ 27 $ 8 Consulting Fees – CFO 6 8 Directors 57 27 Revoltz (see note 4b) (63 ) (62 ) Medigus (see note 5c) 56 55 $ 83 $ 36 b. The Company currently operates out of an office of a related party free of rent. c. As of January 1, 2023, CR Israel owed a related party $550 (the “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, CR Israel 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 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 CR Israel 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, CR Israel signed a consulting agreement with the CEO, pursuant to which CR Israel will pay the CEO a monthly fee of NIS 24,700 (approximately $7). Subject to approval of CR Israels’ 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 Company 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 six months ended June 30, 2024, the CEO earned $41 (during the six months ended June 30, 2023 - $42). |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock | 6 Months Ended |
Jun. 30, 2024 | |
Common Stock and Preferred Stock [Abstract] | |
COMMON STOCK AND PREFERRED STOCK | NOTE 6 – COMMON STOCK AND PREFERRED STOCK a. As of June 30, 2024, and December 31, 2023, the Company’s share capital is composed as follows: June 30, 2024 December 31, 2023 Authorized Issued and Authorized Issued and Shares of Common Stock 2,990,000,000 9,151,040 2,990,000,000 9,151,040 Shares of Preferred Stock 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 with a par value of $0.0001 of which 2,990,000,000 shares shall be Common Stock and 10,000,000 shares shall be preferred stock with a par value of $0.0001. There were no shares of preferred stock of the Company, par value $0.0001 per share (“Preferred Stock”) outstanding at June 30, 2024, and December 31, 2023. Each share of Common Stock is entitled to receive dividends, participate in the distribution of the Company’s net assets upon liquidation, and to receive notices of participation and vote (at one vote per share of Common Stock) at the general meetings of the Company on any matter upon which the general meeting is authorized. On April 23, 2024, the Company received notice from FINRA that the Name Change and the Reverse Stock Split had been announced on FINRA’s daily list and would take effect at market open on the Market Effective Date. Accordingly, the FINRA corporate action to effect the Name Change and the Reverse Stock Split is now completed. Consequently, all share numbers, share prices, and exercise prices have been retroactively adjusted in these consolidated financial statements for all periods presented. During June 2024, the Company received a total of $65 on account of 118,182 shares of Common Stock, to be issued by the Company to three investors, at a price per share of $0.55. b. Warrants: (i) Pursuant to the Acquisition (as defined in Note 1), the Company issued the previous shareholders of CR Israel 6,150,000 warrants exercisable upon the Company achieving each of the three (3) performance milestones (collectively, the “Earn Out Milestones”) as follows: ● In-house demonstration for automatic robotic charging of an electric vehicle – until December 31, 2025. ● Conditional purchase order for first system for automatic car parks – until December 31, 2025. ● 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. (ii) On June 20, 2024, the Company issued Automax Motors Ltd. a warrant to purchase 122,831 shares of Common Stock (collectively, the “Automax Warrant”). The exercise price of the Automax Warrant was set at $12.82 per share, and the expiry date of the Automax Warrant is September 20, 2027. The fair value of the Automax Warrant granted was $19, using the Black-Scholes option pricing model using the following assumptions: (iii) A summary of warrant activity during the period is as follows: Number Average Warrants outstanding at December 31, 2023 6,150,000 $ 0.00 Warrant Granted (iv) 122,831 12.82 Warrants outstanding at June 30, 2024 6,272,831 $ 0.25 Warrants exercisable at June 30, 2024 122,831 $ 12.82 c. Options in CR Israel On February 1, 2022, CR Israel issued 4 options to Ben Gurion University (the “BGU Options”) with an exercise price of $0.01. The BGU Options expire on January 1, 2032. The fair value of the BGU Options granted was $30, using the Black-Scholes option pricing model using the following assumptions: January CR Israel share price $ 7,410 CR Israel Exercise price $ 0.01 Dividend yield 0 % Risk-free interest rate 0.48 % Expected term (in years) 10 Volatility 75 % For the six months ended June 30, 2024, the Company recorded $3 in share-based compensation expenses in respect of the BGU Options (as compared to during the six months ended June 30, 2023, which was - $7). |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS The Company evaluated all other events or transactions that occurred through August 13, 2023. The Company determined that it does not have any other subsequent event requiring recording or disclosure in the financial statements for the six months ended June 30, 2024, other than described below: On July 3, 2024, the Company received $20 from an investor in consideration for the issuance of 36,364 shares of Common Stock, to be issued by the Company to the investor, at a price per share of $0.55. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (185) | $ (191) | $ (382) | $ (316) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
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) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [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 share-based compensation and the Company’s ability to continue as a 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 the 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, 2023, no |
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 the six months ended June 30, 2024, the Company recorded $3, in share-based compensation (see note 5(b)). |
Investment in Affiliated Comp_2
Investment in Affiliated Company (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 $ 152 Share in losses of affiliated company (27 ) Foreign currency translation (15 ) Balance December 31, 2023 $ 110 Share in losses of affiliated company (23 ) Foreign currency translation (4 ) Balance June 30, 2024 $ 83 |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Parties [Abstract] | |
Schedule of Related Parties | The compensation to key management personnel for employment services they provide to the Company is as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Consulting Fees – CEO $ 20 $ 21 $ 41 $ 42 Consulting Fees - CFO $ 9 $ 11 $ 18 $ 20 Directors’ compensation $ 9 $ - $ 30 $ 6 June 30, December 31, 2024 2023 Consulting Fees – CEO $ 27 $ 8 Consulting Fees – CFO 6 8 Directors 57 27 Revoltz (see note 4b) (63 ) (62 ) Medigus (see note 5c) 56 55 $ 83 $ 36 c. As of January 1, 2023, CR Israel owed a related party $550 (the “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, CR Israel 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 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 CR Israel 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, CR Israel signed a consulting agreement with the CEO, pursuant to which CR Israel will pay the CEO a monthly fee of NIS 24,700 (approximately $7). Subject to approval of CR Israels’ 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 Company 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. |
Common Stock and Preferred St_2
Common Stock and Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Common Stock and Preferred Stock [Abstract] | |
Schedule of Composed Share Capital | As of June 30, 2024, and December 31, 2023, the Company’s share capital is composed as follows: June 30, 2024 December 31, 2023 Authorized Issued and Authorized Issued and Shares of Common Stock 2,990,000,000 9,151,040 2,990,000,000 9,151,040 Shares of Preferred Stock 10,000,000 - 10,000,000 - |
Schedule of Summary of Warrant Activity | Number Average Warrants outstanding at December 31, 2023 6,150,000 $ 0.00 Warrant Granted (iv) 122,831 12.82 Warrants outstanding at June 30, 2024 6,272,831 $ 0.25 Warrants exercisable at June 30, 2024 122,831 $ 12.82 |
Schedule of Stock Options Activity | On February 1, 2022, CR Israel issued 4 options to Ben Gurion University (the “BGU Options”) with an exercise price of $0.01. The BGU Options expire on January 1, 2032. The fair value of the BGU Options granted was $30, using the Black-Scholes option pricing model using the following assumptions: January CR Israel share price $ 7,410 CR Israel Exercise price $ 0.01 Dividend yield 0 % Risk-free interest rate 0.48 % Expected term (in years) 10 Volatility 75 % |
General (Details)
General (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||||||
Feb. 14, 2024 | Nov. 22, 2023 | Apr. 06, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Apr. 07, 2023 | Mar. 22, 2022 | |
General [Line Items] | ||||||||
Date of Incorporation | Mar. 25, 2008 | |||||||
Par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Total proceeds of private placement | $ 500 | $ 501 | ||||||
Total budget project | $ 445 | |||||||
Finance percentage | 50% | |||||||
Charging Robotics [Member] | ||||||||
General [Line Items] | ||||||||
Acquired interest percentage | 100% | |||||||
Israel [Member] | ||||||||
General [Line Items] | ||||||||
Received | $ 77 | |||||||
Additional received | $ 33 | |||||||
Common Stock [Member] | ||||||||
General [Line Items] | ||||||||
New issued share (in Shares) | 910,000 | |||||||
Par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Private Placement [Member] | ||||||||
General [Line Items] | ||||||||
New issued share (in Shares) | 910,000 |
Unaudited Interim Condensed F_2
Unaudited Interim Condensed Financial Statements (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Unaudited Interim Condensed Financial Statements [Line Items] | |||
Income tax benefits | 50% | ||
Unrecognized tax benefits, liability | |||
Share-based compensation | $ 3 | $ 7 |
Going Concern (Details)
Going Concern (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Going Concern [Abstract] | ||
Accumulated deficit | $ (2,348) | $ (1,966) |
Investment in Affiliated Comp_3
Investment in Affiliated Company (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Jul. 28, 2022 | Apr. 24, 2021 | Jun. 30, 2024 | Dec. 31, 2023 | |
Investment in Affiliated Company [Line Items] | ||||
Purchase percentage | 19.99% | |||
Aggregate amount | $ 1,000 | |||
Loan principal amount granted | $ 63 | $ 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of Equity Method Accounting for the Investment Affiliated [Abstract] | ||
Balance beginning | $ 110 | $ 152 |
Share in losses of affiliated company | (23) | (27) |
Foreign currency translation | (4) | (15) |
Balance ending | $ 83 | $ 110 |
Related Parties (Details)
Related Parties (Details) ₪ in Thousands, $ in Thousands | 12 Months Ended | ||||||
Apr. 04, 2023 USD ($) shares | Oct. 01, 2021 USD ($) | Dec. 31, 2022 | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jan. 01, 2023 USD ($) | Oct. 01, 2021 ILS (₪) | |
Related Parties [Line Items] | |||||||
Loan balance | $ 553 | ||||||
Converted shares (in Shares) | shares | 28 | ||||||
Monthly fee | $ 7 | ₪ 24,700 | |||||
Stock options percentage | 3% | ||||||
Valuation amount | $ 10,000 | ||||||
Chief Executive Officer [Member] | |||||||
Related Parties [Line Items] | |||||||
Professional Fees | $ 41 | $ 42 | |||||
Medigus Loan [Member] | |||||||
Related Parties [Line Items] | |||||||
Loan amount | $ 550 | ||||||
Bears interest | 2.42% | ||||||
Loan balance | $ 509 |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of Related Parties - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Consulting Fees - CEO [Member] | |||||
Schedule of Related Parties [Line Items] | |||||
Related Party | $ 27 | $ 8 | |||
Consulting Fees – CFO [Member] | |||||
Schedule of Related Parties [Line Items] | |||||
Related Party | 6 | 8 | |||
Directors [Member] | |||||
Schedule of Related Parties [Line Items] | |||||
Related Party | 57 | 27 | |||
Revoltz [Member] | |||||
Schedule of Related Parties [Line Items] | |||||
Related Party | (63) | (62) | |||
Medigus [Member] | |||||
Schedule of Related Parties [Line Items] | |||||
Related Party | 56 | 55 | |||
Related Party [Member] | |||||
Schedule of Related Parties [Line Items] | |||||
Related Party | 83 | $ 36 | |||
Key Management [Member] | Consulting Fees - CEO [Member] | |||||
Schedule of Related Parties [Line Items] | |||||
Related Party | $ 20 | $ 21 | 41 | $ 42 | |
Key Management [Member] | Consulting Fees – CFO [Member] | |||||
Schedule of Related Parties [Line Items] | |||||
Related Party | 9 | 11 | 18 | 20 | |
Key Management [Member] | Director’s Compensation [Member] | |||||
Schedule of Related Parties [Line Items] | |||||
Related Party | $ 9 | $ 30 | $ 6 |
Common Stock and Preferred St_3
Common Stock and Preferred Stock (Details) - USD ($) | 6 Months Ended | ||||
Apr. 06, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Mar. 22, 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 | |||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock outstanding | 0 | 0 | |||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Issued shares value (in Dollars) | $ 501,000 | ||||
Price per share (in Dollars per share) | $ 0.55 | ||||
Fair value option granted (in Dollars) | $ 30 | ||||
Share-based compensation expense (in Dollars) | 7,000 | ||||
Articles of Incorporation [Member] | |||||
Common Stock and Preferred Stock [Line Items] | |||||
Common stock shares authorized | 2,990,000,000 | ||||
Investor [Member] | |||||
Common Stock and Preferred Stock [Line Items] | |||||
Issued shares value (in Dollars) | $ 65,000 | ||||
Newly issued shares | 118,182 | ||||
Warrants | 6,150,000 | ||||
Acquisition Agreement [Member] | |||||
Common Stock and Preferred Stock [Line Items] | |||||
Share-based compensation expense (in Dollars) | $ 3,000 | ||||
Share Capital [Member] | |||||
Common Stock and Preferred Stock [Line Items] | |||||
Exercise price (in Dollars per share) | $ 0.01 | ||||
Common Stock [Member] | |||||
Common Stock and Preferred Stock [Line Items] | |||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Issued shares value (in Dollars) | |||||
Newly issued shares | 910,000 | ||||
Common Stock [Member] | Articles of Incorporation [Member] | |||||
Common Stock and Preferred Stock [Line Items] | |||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||
Common Stock [Member] | Share Capital [Member] | |||||
Common Stock and Preferred Stock [Line Items] | |||||
Common stock shares authorized | 3,000,000,000 | ||||
Preferred Stock [Member] | |||||
Common Stock and Preferred Stock [Line Items] | |||||
Preferred stock shares authorized | 10,000,000 |
Common Stock and Preferred St_4
Common Stock and Preferred Stock (Details) - Schedule of Composed Share Capital - shares | Jun. 30, 2024 | Dec. 31, 2023 |
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 | 9,151,040 | 9,151,040 |
Common shares, Outstanding | 9,151,040 | 9,151,040 |
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 Summary of Warrant Activity | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Schedule of Summary of Warrant Activity [Abstract] | |
Number, Warrants outstanding,Beginning balance | shares | 6,150,000 |
Average weighted exercise price, Warrants outstanding, Beginning balance | $ / shares | $ 0 |
Number, Warrant Granted | shares | 122,831 |
Average weighted exercise price, Warrant Granted | $ / shares | $ 12.82 |
Number, Warrants outstanding, Ending balance | shares | 6,272,831 |
Average weighted exercise price, Ending balance | $ / shares | $ 0.25 |
Number, Warrants exercisable | shares | 122,831 |
Average weighted exercise price, Warrants exercisable | $ / shares | $ 12.82 |
Common Stock and Preferred St_6
Common Stock and Preferred Stock (Details) - Schedule of Stock Options Activity | 1 Months Ended |
Jan. 31, 2022 $ / shares | |
Schedule of Stock Options Activity [Abstract] | |
CR Israel share price (in Dollars per share) | $ 7,410 |
CR Israel Exercise price (in Dollars per share) | $ 0.01 |
Dividend yield | 0% |
Risk-free interest rate | 0.48% |
Expected term (in years) | 10 years |
Volatility | 75% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ / shares in Units, $ in Thousands | Jul. 03, 2024 USD ($) $ / shares shares |
Subsequent Events [Line Items] | |
Consideration received amount | $ | $ 20 |
Issuance of common stock | shares | 36,364 |
Common stock price per share | $ / shares | $ 0.55 |