Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 21, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55680 | ||
Entity Registrant Name | CITRINE GLOBAL, CORP. | ||
Entity Central Index Key | 0001498067 | ||
Entity Tax Identification Number | 68-0080601 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 5 Golden Beach | ||
Entity Address, City or Town | Caesarea | ||
Entity Address, Country | IL | ||
Entity Address, Postal Zip Code | 3088900 | ||
City Area Code | 972 | ||
Local Phone Number | 98851422 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,314,893 | ||
Entity Common Stock, Shares Outstanding | 956,479,039 | ||
Auditor Firm ID | 1057 | ||
Auditor Name | Somekh Chaikin | ||
Auditor Location | Tel Aviv, Israel |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 77 | $ 270 |
Restricted cash | 10 | |
Short-term loan to others (Note 8H) | 15 | |
Prepaid expenses | 88 | 30 |
Other current assets | 20 | 24 |
T o t a l Current assets | 185 | 349 |
Non-current assets | ||
Investments valued under the measurement alternative (Note 3) | 894 | 450 |
Property and equipment, net (Note 4) | 230 | 256 |
Total non-current assets | 1,124 | 706 |
T o t a l assets | 1,309 | 1,055 |
Current Liabilities | ||
Short term loan (Note 5I) | 82 | |
Accounts payable and accrued expenses | 247 | 226 |
Accrued compensation | 1,476 | 838 |
T o t a l current liabilities | 1,805 | 1,064 |
Non-current liability | ||
Convertible component in convertible notes (Note 5) | 161 | |
Convertible notes (Note 5) | 1,814 | 1,431 |
T o t a l liabilities | 3,780 | 2,495 |
Stockholders’ Deficit (Note 6) | ||
Common stock, par value $0.0001 per share, 1,500,000,000 shares authorized at December 31, 2022 and December 31, 2021; 943,703,873 and 942,568,006 shares issued and outstanding at December 31, 2022 and December 31, 2021 | 94 | 94 |
Additional paid-in capital | 23,248 | 22,073 |
Stock to be issued | 474 | 44 |
Accumulated deficit | (26,402) | (23,757) |
Accumulated other comprehensive income | 115 | 106 |
T o t a l stockholders’ deficit | (2,471) | (1,440) |
T o t a l liabilities and stockholders’ deficit | $ 1,309 | $ 1,055 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common Stock, shares issued | 943,703,873 | 942,568,006 |
Common Stock, shares outstanding | 943,703,873 | 942,568,006 |
Consolidated Statements of Oper
Consolidated Statements of Operation and Comprehensive Loss - USD ($) $ / shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Statement [Abstract] | |||
Research and development expenses | $ (120) | $ (96) | |
Marketing, general and administrative expenses | (1,866) | (3,239) | |
Operating loss | (1,986) | (3,335) | |
Financing expenses, net: | |||
Expenses related to convertible loan terms | (635) | (1,129) | |
Other financing expenses, net | (24) | (52) | |
Financing expenses, net | (659) | (1,181) | |
Net loss | $ (2,645) | $ (4,516) | |
Loss per Common Stock (basic and diluted) | [1] | $ 0 | $ 0 |
Basic weighted average number of shares of Common Stock outstanding | 942,963,225 | 942,568,006 | |
Comprehensive loss: | |||
Other comprehensive loss attributable to foreign currency translation | $ 9 | ||
Comprehensive loss | $ (2,636) | $ (4,516) | |
[1]Less than $0.01 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock to be Issued [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total | |
Beginning balance, value at Dec. 31, 2020 | $ 94 | $ 20,414 | $ 30 | $ (19,241) | $ 106 | $ 1,403 | |
Beginning balance, shares at Dec. 31, 2020 | 942,568,006 | ||||||
Issuance of shares | |||||||
Issuance of shares, shares | |||||||
Modification of warrants in connection with convertible loan restructuring | 361 | 361 | |||||
Issuance of warrants | 172 | 172 | |||||
Classification of embedded conversion feature from liability to equity (Note 5) | 670 | 670 | |||||
Commitment for issuance of fixed number of ordinary shares (note 3b) | 14 | 14 | |||||
Share based compensation | 456 | 456 | |||||
Net loss | (4,516) | (4,516) | |||||
Ending balance, Value at Dec. 31, 2021 | $ 94 | 22,073 | 44 | (23,757) | 106 | (1,440) | |
Ending balance, shares at Dec. 31, 2021 | 942,568,006 | ||||||
Issuance of shares | [1] | 14 | (14) | ||||
Issuance of shares, shares | 535,867 | ||||||
Modification of warrants in connection with convertible loan restructuring | 283 | 283 | |||||
Issuance of warrants | 98 | 98 | |||||
Commitment for issuance of fixed number of ordinary shares (note 3b) | 444 | 444 | |||||
Share based compensation | 774 | 774 | |||||
Net loss | (2,645) | (2,645) | |||||
Stock based compensation to service providers | [1] | 13 | 13 | ||||
Issuance of shares to services providers, shares | 600,000 | ||||||
Warrants issued in connection with convertible notes | 155 | 155 | |||||
Change in terms of convertible component in convertible notes | (162) | (162) | |||||
Other comprehensive income | 9 | 9 | |||||
Ending balance, Value at Dec. 31, 2022 | $ 94 | $ 23,248 | $ 474 | $ (26,402) | $ 115 | $ (2,471) | |
Ending balance, shares at Dec. 31, 2022 | 943,703,873 | ||||||
[1]Less than 1 thousand |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,645) | $ (4,516) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2 | 2 |
Finance expenses, net | 4 | (20) |
Financial expenses with respect to convertible notes and loans | 637 | 1,129 |
Interest and change in fair value of short-term loan measured at fair value | 1 | |
Share-based compensation | 787 | 456 |
Change in fair value of marketable securities | 133 | |
Fair value adjustment of liability in connection with stock exchange agreement | (58) | |
Changes in operating assets and liabilities: | ||
Prepaid share based payment to a service provider | 1,737 | |
Prepaid expenses and other current assets | (47) | (35) |
Accounts payable and accrued expenses | 695 | 589 |
Net cash used in operating activities | (567) | (582) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (4) | (252) |
Repayment (Grant) of short-term loan | 15 | (15) |
Proceeds from sale of trading securities | 389 | |
Proceeds from repayments of short-term loan | 164 | |
Net cash provided by investing activities | 11 | 286 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from short term loan | 80 | |
Proceeds from issuance of convertible note | 280 | |
Proceeds from the issuance of convertible notes and warrants | 350 | |
Net cash provided by financing activities | 360 | 350 |
Effect of exchange rates on cash and cash equivalents | (7) | 20 |
Net increase (decrease) in cash and cash equivalents and restricted cash | (203) | 74 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE YEAR | 280 | 206 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE YEAR | 77 | 280 |
Non-cash transactions: | ||
Fair value of convertible component in convertible loan | (51) | |
Warrants issued in connection with convertible notes | (155) | |
Extinguishment of convertible notes | (162) | |
Investment in MyPlant for a fixed number of shares | 444 | |
Classification of embedded conversion feature from liability to equity | 670 | |
Commitment for issuance of fixed number of ordinary shares | $ 14 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
GENERAL | NOTE 1 – GENERAL Citrine Global, Corp. (“Citrine Global” or the “Company”) was incorporated under the laws of the State of Delaware on May 26, 2010. The Company’s common stock is traded in the United States on the OTCQB market under the ticker symbol “CTGL.” On June 3, 2020 the Company established a wholly owned new Israeli subsidiary: CTGL – Citrine Global Israel Ltd, (the “Israeli Subsidiary”). On July 21, 2020, the Israeli Subsidiary began to work with certain Company shareholders, Beezz Home Technologies Ltd. (“Beezzhome”), in which Ora Elharar Soffer, the Company’s chairperson and CEO holds shares, and Golden Holdings Neto Ltd., in which Ilan Ben-Ishai, a former director of the Company, holds shares, have been working towards establishing an Operational Innovation Center focuses on plant based wellness and pharma products and solutions. The Company’s Board of Directors approved the Israeli Subsidiary to proceed with preparations for entering into an agreement to incorporate a new company, named Cannovation Center Israel Ltd. (“Cannovation”), with Beezz Home Technologies Ltd. and Golden Holdings Neto Ltd., and to accept limitations on the Israeli Subsidiary’s rights in the Cannovation Center if and as mandated under Israeli regulations on the involvement of foreign entities. On August 20, 2020, the Israeli Subsidiary, Beezz Home Technologies Ltd., and Golden Holdings Neto Ltd. incorporated Cannovation. Israeli Subsidiary holds 60% of Cannovation’s shares, while each of Beezz Home Technologies Ltd. and Golden Holdings Neto Ltd. holds 20% On August 4, 2020, the Board of the Company approved for the Company and its Israeli Subsidiary to proceed with preparations for investing in iBOT Israel Botanicals Ltd., (an affiliate) an Israeli nutritional supplements’ company developing and manufacturing botanical formulas and nutritional supplements for custom & contract manufacturing for leading botanical companies (“iBOT”). The principal shareholders and control persons of iBOT are the Company’s Chief Executive Officer, President and Chairperson 60% In November 2021, iBOT granted to Citrine Global Group, a pre-emption right to any equity or equity linked securities that iBOT proposes to issue to an unrelated third party with aggregate gross proceeds to iBot exceeding $1 million or which will result in a change in control in iBOT following such issuance, then iBOT is to give to the Citrine Global Group written notice of such proposed issuance and the relevant terms thereof and the Citrine Global Group shall have ten (10) days thereafter to determine if it elects to purchase a minimum of 51% of the proposed issuance on the price and other terms specified in the notice sent by iBOT (the “Pre-Emption Right”) In November 2022 the Company and iBOT agreed to extend to March 31, 2023 the pre-emption right previously granted to the Company with respect to any equity or equity linked securities that iBOT proposes to issue to an unrelated third party with aggregate gross proceeds to iBOT exceeding $ 1 51% In March 2023, the Company and iBOT agreed to extend to December 31, 2023 the pre-emption right previously granted to the Company with respect to any equity or equity linked securities that iBOT proposes to issue to an unrelated third party with aggregate gross proceeds to iBOT exceeding $ 1 51% CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – GENERAL (cont’d) Stock split On June 10, 2022, certain of the Company’s stockholders representing more than 50% of the Company’s outstanding share capital (the “Majority Consenting Stockholders”) approved an amendment to the Company’s Certificate of Incorporation (the “Reverse Stock Split Certificate of Amendment”) in order to effect a reverse stock split of the Company’s common stock pursuant to a range of between 50-to-1 and 700-to-1 (the “Reverse Stock Split”) Financial support The Company has not yet to generate revenues and is dependent on raising funds from its current shareholders or from other sources. On April 13, 2021, Citrine S A L, on behalf of itself and its affiliates and related parties, has furnished the Company with an irrevocable letter of obligation to financially support the Company until June 30, 2022. On March 17, 2022, Citrine S A L Investment & Holding Ltd. extended this support through June 30, 2023. On August 14, 2022, Citrine S A L Investment & Holding Ltd. further extended this support through June 30, 2024. In addition, on March 6, 2023 Cannovation and S.R. Accord Ltd., an Israeli company (“Lender”), entered into an 18 -month credit facility agreement (the “Credit Facility”) pursuant to which Lender has committed to fund Cannovation in an aggregate amount of 3,000,000 NIS (approximately $ 857,000 ), as needed. At the time of each draw down, Cannovation and Lender will determine the maturity date of the loan. All amounts drawn under the Credit Facility will bear interest at an monthly rate of 1.7% . Cannovation has the right to pre-pay the entire amount outstanding under the Credit Facility at any time. As security for any loans under the Credit Facility, Cannovation granted the Lender a first priority lien on its rights to the 125,000 sq ft (11,687 sq meters) of industrial land in Yerucham (see note 4(1) below). The lien will become effective only if Cannovation utilizes the Credit Facility. If the market value of the Premises is less than the amount outstanding under the Credit Facility, then Lender will be entitled to additional security including additional shares of Citrine Global common stock, on such terms and conditions as the parties may agree. As additional security for any payments due to Lender, Israeli Subsidiary, (ii) Beezzhome and (iii) Netto Holdings, an unaffiliated entity under the partial control of Ilan Ben Ishay, a director on the board of Cannovation, as well as each of Ms. Elharar Soffer and Mr. Ben Ishay in their personal capacities, have provided guarantees for the repayment of any amounts that may be owing to Lender under the Credit Facility. Cannovation has agreed to indemnify Ms. Elharar Soffer and Mr. Ben Ishay for any losses they incur as a result of the guarantee. On March 7, 2023, the Company issued to the Lender 2,154,677 50,000 The Company has no significant firm commitments that require it to remit cash and can control the level of expenses it incurs. Based on the Company’s current cash balances, and the access to the Credit Facility noted above, the Company believes it will have sufficient funds for its plans for the next twelve months from the issuance of these financial statements. As the Company is embarking on its business plan, it is incurring losses. It cannot determine with reasonable certainty when and if it will have sustainable profits. COVID-19 On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (SARS-CoV-2) to be a global pandemic (COVID-19), which continues to spread throughout the world. The COVID-19 pandemic is having significant effects on global markets, supply chains, businesses, and communities. Specifically with respect to the Company, COVID-19 may impact various parts of its 2022 plans, operations and financial results, including but not limited to difficulties in obtaining additional financing. The Company considered the impact of COVID-19 on the estimates and assumptions and determined that there were no material adverse impacts on the consolidated financial statements for the year ended December 31, 2022. The Company believes it is taking appropriate actions to mitigate the negative impact, including by focusing its activities initially only within the country of Israel. However, the full impact of COVID-19 is unknown and cannot be reasonably estimated as these events are still developing. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of Citrine Global and its Israeli Subsidiaries, CTGL - Citrine Global Israel Ltd and Cannovation. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates include share-based compensation and fair value measurements of the convertible notes. Actual results could differ from those estimates. Functional Currency and Foreign Currency Translation and Transactions. The currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the year. Cash, cash equivalents and restricted cash 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. Restricted cash as of December 31, 2021 included a $ 10 none Property, plant and equipment, net 1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Operations and Comprehensive Loss. 2. Rates of depreciation: SCHEDULE OF RATE OF DEPRECIATION OF PROPERTY PLANT AND EQUIPMENT % Computers and office equipment 7 33 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) Investments valued under the measurement alternative The Company’s investments as described in Notes 3 are valued under the measurement alternative include equity securities in other proprietary investments for which the Company does not have significant influence and fair value is not readily determinable. Accounting Standard Update (“ASU”) 2016-01 requires equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidance allows for a measurement alternative, which is to record investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer. Due to the lack of readily determinable fair values for such investments, for which the Company does not have significant influence, the Company accounts for these investments under the measurement alternative at cost, less impairment. The Company performs qualitative impairment assessments on its investments recorded under the measurement alternative. Impairment of long-lived assets The Group’s long-lived assets are reviewed for impairment in accordance with ASC Topic 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. 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 asset exceeds its fair value. No indicators of impairment have been identified as of December 31, 2022 and 2021. Derivatives Derivative instruments are recognized on the balance sheet at their fair value, with changes in the fair value recognized as a component of financial expenses, net in the statements of operation. Once determined, derivative liabilities and assets are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Income taxes The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred taxes assets and liabilities are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial statement carrying amount and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are measured using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Company accounts for uncertainty in income tax in accordance with ASC Topic 740, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of tax positions. According to ASC Topic 740, tax positions must meet a more-likely-than-not recognition threshold. Recognized tax positions are measured as the largest amount that is greater than 50 percent likely of being realized CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) Research and development expenses Research and development expenses are charged to operations as incurred. Basic and diluted loss per ordinary share Basic loss per share of Common Stock is computed by dividing the loss for the period applicable to holders of shares of Common Stock, by the weighted average number of shares of Common Stock outstanding during the period. However, in periods of net loss, only the convertible Preferred Stock are considered, since such shares have a contractual obligation to share in the losses of the Company. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered. Stock-based compensation The Company measures and recognizes the compensation expense for all equity-based payments 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 operation 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. Fair value Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, convertible notes and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosure,” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS Level 1 Level 2 Level 3 Total Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities: Fair value of convertible component in convertible notes - - 161 161 Total liabilities - - 161 161 The following table presents the changes in fair value of the level 3 liabilities for the period ended December 31, 2022: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Changes in Fair value US$ in thousands Liabilities: Outstanding at December 31, 2021 - Initial recognition of convertible component as part of modification in note terms 201 Initial recognition of convertible component as part of convertible notes issued 103 Changes in fair value (143 ) Outstanding at December 31, 2022 161 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars in thousands) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. 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. Recent Accounting Pronouncements On October 1, 2021, the Company early adopted ASU No. 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), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The adoption of this new standard did not have a material impact on the consolidated financial statements. In May 2021, the FASB issued ASU 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which clarifies and reduces diversity in accounting for modifications or exchanges of freestanding equity-written call options that remain equity classified after modifications or exchanges based on the substance of the transactions. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of this new standard did not have a material impact on the consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (ASC 832). This ASU increases transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. This ASU is expected to reduce diversity in the recognition, measurement, presentation, and disclosure of government assistance received by business entities because of the lack of specific authoritative guidance. The ASU was adopted by the Company on January 1, 2022. As to the grant of industrial parcel of land at a subsidized price (see Note 4), the grant was recorded when there is reasonable assurance the conditions of the subsidies will be met and the subsidies will be received. Other new pronouncements issued but not effective as of December 31, 2022 are not expected to have a material impact on the Company’s consolidated financial statements. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
INVESTMENT VALUED UNDER THE MEA
INVESTMENT VALUED UNDER THE MEASUREMENT ALTERNATIVE | 12 Months Ended |
Dec. 31, 2022 | |
Investment Valued Under Measurement Alternative | |
INVESTMENT VALUED UNDER THE MEASUREMENT ALTERNATIVE | NOTE 3 - INVESTMENT VALUED UNDER THE MEASUREMENT ALTERNATIVE A. On June 22, 2020, the Company entered into a share purchase agreement with Nanomedic Technologies Ltd., an Israeli private company and a related party as further described below (“Nanomedic”) as part of an A-1 funding round open only to existing Nanomedic shareholders and their affiliates. Nanomedic developed SpinCare™, a system that integrates electrospinning technology into a portable, bedside device, offering immediate wound and burn care treatment. The Company paid $ 450 3.3% 2.2 The Company accounts for the investment in Nanomedic in accordance with the provisions of ASC 321, “Investments - Equity Securities”, and elected to use the measurement alternative therein. The investment will be re-measured upon future observable price change(s) in orderly transaction(s) or upon impairment, if any. No such observable price changes have occurred during 2022 and 2021. B. On December 30, 2022, the Company, MyPlant Bio Ltd., a company incorporated under the laws of the State of Israel (“MyPlant”), Cannasoul Analytics Ltd., a company incorporated under the laws of Israel (“Cannasoul”), and PurPlant Inc., a company duly incorporated under the laws of Canada (“PurPlant”) (Cannasoul and PurPlant are collectively referred to as the “Shareholders”), and Professor Dedi Meiri, an Israeli individual (“Prof Meiri”) entered into the Share Purchase and Option Agreement (the “Share Purchase and Option Agreement”) for the purchase by the Company of up to 55% The Company purchased 10% of the outstanding MyPlant Shares from the Shareholders an aggregate of 44,328 444,444 9,259,250 0.001 1,555,556 32,407,417 444,444 9,259,250 The transactions under the Share Purchase and Option Agreement are based on a MyPlant company valuation of approximately $ 4.45 4.45 1,000,000 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Under the Share Purchase and Option Agreement, MyPlant granted to the Company the exclusive right to utilize MyPlant’s activities as specified in the agreement, including without limitation, the screening platforms using cell line models for certain diseases and conditions to detect effective plant materials and/or other substances for the treatment of these conditions and a and a right of first opportunity to commercialize intellectual property developed by MyPlant that is in the Company’s (or its subsidiaries’) field of business, provided that, if by December 31, 2023 the Company does not exercise either of the Shareholders Option or the Company Option and/or enter into a service agreement with MyPlant, then the exclusive rights shall terminate but the right of first opportunity to commercialize intellectual property developed by MyPlant shall continue thereafter until June 31, 2024, unless such rights have been extended beyond such date under the terms to be agreed in the service agreement entered into by the Company and Citrine Global. In addition, under the Share Purchase and Option Agreement, Cannasoul, MyPlant’s majority Shareholder, agreed to not compete with MyPlant’s activities. The Company was granted observer rights on the MyPlant board of Directors (the “MyPlant Board”). Following the exercise by Citrine Global of the Shareholders Option, the MyPlant Board shall be comprised of four (4) directors of which MyPlant will be authorized to designate two of such directors. The Company accounts for the investment in MyPlant in accordance with the provisions of ASC 321, “Investments - Equity Securities”, and elected to use the measurement alternative therein. The investment will be re-measured upon future observable price change(s) in orderly transaction(s) or upon impairment, if any. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 - PROPERTY AND EQUIPMENT, NET SCHEDULE OF PROPERTY PLANT AND EQUIPMENT 2022 2021 December 31, 2022 2021 U.S. Dollars in thousands Computers and office equipment 10 10 Payment on land lease 224 248 Property and equipment, gross 234 258 Less - accumulated depreciation (4 ) (2 ) Total property and equipment, net 230 256 In the years ended December 31, 2022 and 2021, depreciation expenses amounted to US$ 2 1. On July 13, 2021, the Ministry of Economy of the Israeli government recommended to the Israel Land Authority (“ILA”) that it approve a grant of 11,687 square meters of industrial parcel of land in Yeruham, Israel (the “Land”) for Cannovation to build the Cannovation Center, at a subsidized price and exempt from a tender procedures typically required under Israeli law, to include factories, laboratories, logistics and a distribution center for plant based wellness and pharma products and solutions. As noted, Citrine Global owns 60 During December 2021, Cannovation remitted to the Israeli Ministry of the Economy and the ILA the aggregate amount of NIS 688 196 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 - PROPERTY AND EQUIPMENT, NET (continue) Under the Agreement, Cannovation committed to build and develop the Green Vision Center in accordance with the time frames, terms and conditions of the Agreement. Typically, the initial time frame for completing the development is four (4) years, subject to extensions that the ILA may approve. Upon completion of the development within the time frames and other requirements specified in the Agreement, Cannovation will be entitled, subject to Israeli law, to long term lease agreement (49 years) to the Land (equivalent to ownership rights as most of the land in Israel is government owned and when marketed usually the developers are granted with development/long lease rights). The Company has also classified $ 24 On February 8, 2022, Cannovation Ltd received from the Israel Land Authority (“ILA”) a counter-signed development agreement to purchase rights for long term lease to 11,687 square meters of Land for purposes of building the Green Vision Center Israel, which is intended to include factories, laboratories, logistics and a distribution center for plant based wellness and pharma products and solutions. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 5 – CONVERTIBLE NOTES A. On April 1, 2020 the Company entered into a Convertible Note Purchase Agreement (the “CL Agreement”) with Citrine S A L , WealthStone Private Equity Ltd, WealthStone Holdings Ltd, Golden Holdings Neto Ltd, Beezz Home Technologies Ltd, Citrine Biotech 5 LP, Citrine High Tech 6 LP, Citrine High Tech 7 LP, Citrine 8 LP, Citrine 9 LP and Citrine Biotech 10 LP (together, the “Buyer”), all of which are affiliated with the Company. Under the CL Agreement, the Buyer agreed to purchase and the Company agreed to issue and sell, for up to an aggregate principal amount of up to $ 1,800 6 85 15 each Note will mature 18 months following the payment date. On April 19, 2020 and June 12, 2020, the Company provided draw down notices under the CL Agreement for amounts of $ 170 1 On June 12, 2020, the CL Agreement was amended (hereafter “Amendment”) to provide that for each draw down made by the Company under the CL Agreement, the Buyer shall be entitled to receive two types of warrants: A warrants and B warrants, with the A warrants exercisable at any time between 6 and 12 months after issuance for an exercise price per share equal to 1.25 times the average of the closing prices of the 3 trading days preceding the draw down, and the B warrants exercisable at any time between 6 and 24 months after issuance for an exercise price per share equal to 1.5 times the average of the closing prices of the 5 trading days preceding the draw down, and that the number of each of the A warrants and the B warrants issued will be equal to the draw down amount divided by the average of the closing prices of the 3 trading days preceding the draw down, and that these amended terms will apply in respect of all draw downs, including drawdowns made prior to the date of the amendment. On April 12, 2021, the parties to the Convertible Note Purchase Agreement (the “CL Agreement”) amended the CL Agreement to (i) change the annual interest on the Notes to nine percent (9%), applicable from January 1, 2021, (ii) ensure that the Company shall repay the loans at the time it consummates an investment in the amount of at least $ 5 0.10 The Company concluded that the change in term does not constitute a trouble debt restructuring. Thereafter, the Company applied the guidance in ASC 470-50, Modifications and Extinguishments. The accounting treatment is determined by whether terms of the new debt and original debt are substantially different. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – CONVERTIBLE NOTES The new debt and the old debt are considered “substantially different” pursuant to ASC 470-50 when the present value of the cash flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the terms of the original instrument (including the incremental fair value resulting from the change in the terms of the warrants held by the lender). If the original and new debt instruments are substantially different, the original debt is derecognized and the new debt should be initially recorded at fair value, with the difference recognized as an extinguishment gain or loss. Based on the analysis, the Company concluded that the change in terms should be accounted for as an extinguishment. The extinguishment resulted in a loss of $ 620 361 The fair value of the warrants was estimated using the Black-Scholes option pricing model. The assumptions used to perform the calculations are detailed below: Fair value of the warrants immediately before the change: SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS Fair value of the warrants A Warrant B Warrant Expected volatility (%) 150.5 % 158.7 % Risk-free interest rate (%) 0.04 % 0.08 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 0.18 1.18 Conversion price 0.26 0.31 Underlying share price (U.S. dollars) 0.07 0.07 Fair value (U.S. dollars in thousands) 3 121 Fair value of the warrants immediately after the change: Fair value of the warrants A Warrant B Warrant Expected volatility (%) 158.7 % 158.7 % Risk-free interest rate (%) 0.08 % 0.22 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 1.18 2.18 Conversion price 0.1 0.1 Underlying share price (U.S. dollars) 0.07 0.07 Fair value (U.S. dollars in thousands) 211 274 B. On June 24, 2021, the Company received from Citrine 8 LP, a related party, a convertible loan of $ 350 350 10,500,105 10,500,105 December 24, 2023 0.10 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – CONVERTIBLE NOTES Convertible Component of the Loan The fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte Carlo Simulation Model to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model on June 24, 2021 were consistent with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below: SCHEDULE OF FAIR VALUE OF OPTION USING ASSUMPTIONS June 24, 2021 Expected volatility (%) 156.8 % Risk-free interest rate (%) 0.17 % Expected dividend yield 0.0 % Contractual term (years) 1.5 Conversion price - (*) Underlying share price (US dollars) 0.03 Convertible notes amount 397 Fair value of the conversion feature (US dollars in thousands) 117 (*) the conversion price is 85 Warrants The fair value of such warrants granted as part of the June 24 agreement was estimated at $ 404 The assumptions used to perform the calculations are detailed below: SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS A Warrant B Warrant Expected volatility (%) 156.8 % 156.8 % Risk-free interest rate (%) 0.37 % 0.59 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 2.5 3.5 Conversion price 0.1 0.1 Underlying share price (U.S. dollars) 0.03 0.03 Fair value (U.S. dollars in thousands) 184 220 Fair Value Proportional Allocation for the June 24 Agreement The fair value of the note was estimated at $ 308 Based on the above, the fair value proportion allocation as of June 24, 2021 was as follows: SCHEDULE OF FAIR VALUE OF DEBT June 24, 2021 (US dollars in thousands) Conversion Component $ 117 Warrants 172 Convertible Notes 61 Total $ 350 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – CONVERTIBLE NOTES C. On August 13, 2021, the Company and the holders of $ 1,520 (i) Extension of the maturity date on the Outstanding CL Notes to July 31, 2023 5 (ii) Amendment of the conversion price on the Outstanding CL Notes to a fixed conversion price of $ 0.10 (iii) Confirming the agreement of the holders of the Outstanding CL Notes to honor draw down notice for balance of remainder of the $1,800 thousands originally committed to under the CL Agreement (i.e., $280 thousands) through March 31, 2022. The Company concluded that the change in term constitutes a trouble debt restructuring, due to its financial condition and the relief that the abovementioned changes provided. Therefore, the Company concluded that the change in terms should be accounted for as a modification. A new effective interest rate was established based on the carrying value of the debt and the revised cash flows. Conversion feature The fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte-Carlo simulation model to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model were consistent with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below: SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS Loan #1 that was amended on August 13, 2021: August 13, 2021 Expected volatility (%) 149.04 % Risk-free interest rate (%) 0.05 % Expected dividend yield 0.0 % Contractual term (years) 0.34 Conversion price - (*) Underlying share price (U.S. dollars) 0.05 Convertible notes amount 1,312 Fair value of the conversion feature (U.S. dollars in thousands) 379 (*) the conversion price is 85 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – CONVERTIBLE NOTES Loan #2 that was amended on August 13, 2021: August 13, 2021 Expected volatility (%) 151.48 % Risk-free interest rate (%) 0.13 % Expected dividend yield 0.0 % Contractual term (years) 1.36 Conversion price - (*) Underlying share price (U.S. dollars) 0.05 Convertible notes amount 397 Fair value of the conversion feature (U.S. dollars in thousands) 115 (*) the conversion price is 85 Following the abovementioned amendment on August 13, 2021, the conversion component is qualifying for the scope exception under ASC 815-10-15-74(a). In accordance with ASC 815-15-35-4, since the embedded conversion option in the convertible debt no longer meets the bifurcation criteria, the fair value of the conversion component, in the amount of $ 670 D. On January 5, 2022, Citrine 9 LP, one of the Buyer entities (hereinafter “Citrine 9”) agreed to honor a Draw Down Notice (as defined in the Convertible Note Agreement) for, and has advanced to the Company, $ 180 5 9 As provided for under the terms of the Convertible Note Agreement, Citrine 9 will be issued 6,666,667 6,666,667 0.05 The Company allocated the proceeds received to the freestanding components – the convertible loan, A Warrants and B Warrants, based on their relative fair values, since all three components will not be subsequently measured at fair value (see below). Conversion feature In accordance with ASC 815-15-25 the conversion feature was considered a liability classified embedded derivative instrument, and is to be recorded at its fair value separately from the convertible notes, within non-current liabilities in the Company’s balance sheet. The conversion component is then remeasured at fair value at each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the convertible component was estimated by third party appraiser as weighted average of the two possible scenarios of the total convertible notes amount conversion (each, 50% probability): CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – CONVERTIBLE NOTES The scenario in which the convertible loan would be converted prior to its maturity (scenario 1) was estimated by the appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of issuance dates and as of the balance sheet date: SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS January 5, 2022 Dividend yield (%) 0 % Risk-free interest rate (%) 0.65 % Expected term (years) 1.57 Volatility 154.86 % Share price (U.S. dollars) 0.025 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 56 The scenario in which the Company would raise at least $ 5 SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS January 5, 2022 Dividend yield (%) 0 % Risk-free interest rate (%) 0.40 % Expected term (years) 0.99 Volatility 158 % Share price (U.S. dollars) 0.025 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature U.S. dollars in thousands) 40 The fair value of the convertible component was estimated by the third-party appraiser after giving effect to the weighted average of the two possible scenarios as of issuance dates was $ 48 Warrants The fair value of the warrants as of the drawdowns dates was estimated at $ 255 The following are the data and assumptions used: Warrants A Dividend yield 0 % Risk-free interest rate 0.96 % Expected term (years) 2.5 Volatility 159.70 % Share price (U.S. dollars) 0.025 Exercise price (U.S. dollars) 0.05 Fair value of the warrants (U.S. dollars in thousands) 119 Warrants B Dividend yield 0 % Risk-free interest rate 1.18 % Expected term (years) 3.5 Volatility 159.70 % Share price (U.S. dollars) 0.025 Exercise price (U.S. dollars) 0.05 Fair value of the warrants (U.S. dollars in thousands) 136 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – CONVERTIBLE NOTES Fair Value Proportional Allocation The fair value of the note was estimated at $ 154 Based on the above, the fair value proportion allocation as of January 5, 2022 was as follows: January 5, 2022 (US dollars in thousands) Conversion Component $ 48 Warrants 100 Convertible Notes 32 Total $ 180 E. On January 5, 2022, the Company and the related entities who are the signatory lenders (hereinafter the “Buyers”) under the Convertible Loan Agreement dated as of April 1, 2020 (the “CL Agreement”) with the Company entered into the Fourth Amendment to the CL Agreement pursuant to which the following was agreed to: (i) The principal and accrued interest on all outstanding loans in the aggregate principal amount of $ 1,800,000 (ii) The conversion price on all outstanding notes under the CL Agreement was adjusted to a conversion price of $ 0.05 (iii) The exercise price on all outstanding warrants issued in connection with advances made under the CL Agreement was adjusted to an exercise price of $ 0.05 The Company concluded that the change in terms does not give rise to a trouble debt restructuring, as no concession was given to the Company. Therefore, the Company went on to assess the whether the terms of the modified note are substantially different. The Company concluded that the change in terms should be accounted for as a debt extinguishment. In accordance with ASC 815-15-35-4, since the embedded conversion option in the convertible debt meets the bifurcation criteria, the fair value of the conversion component calculated as of January 5, 2022, in the amount of $ 162 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – CONVERTIBLE NOTES F. On July 15, 2022, Citrine 9 LP, (hereinafter “Citrine 9”), one of the related entities and a signatory lender (to the Convertible Note Purchase Agreement entered into by the Company and several related parties (hereinafter the “Buyers”) in April 2020, as subsequently amended (the “CL Agreement”) agreed to honor a Draw Down Notice for, and has advanced to the Company, $ 100,000 9 8,333,333 8,333,333 0.05 The Company allocated the proceeds received to the freestanding components – the convertible loan, A Warrants and B Warrants, based on their relative fair values, since all three components will not be subsequently measured at fair value (see below). Conversion feature In accordance with ASC 815-15-25 the conversion feature was considered a liability classified embedded derivative instrument, and is to be recorded at its fair value separately from the convertible notes, within non-current liabilities in the Company’s balance sheet. The conversion component is then remeasured at fair value at each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the convertible component was estimated by third party appraiser as weighted average of the two possible scenarios of the total convertible notes amount conversion (each, 50% probability): The scenario in which the convertible loan would be converted prior to its maturity (scenario 1) was estimated by the appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of issuance dates July 15, 2022 Dividend yield 0 % Risk-free interest rate 3.12 % Expected term (years) 1 Volatility 146.4 % Share price (U.S. dollars) 0.012 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 6 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – CONVERTIBLE NOTES The scenario in which the Company would raise at least $ 5 July 15, 2022 Dividend yield 0 % Risk-free interest rate 2.86 % Expected term (years) 0.46 Volatility 125.9 % Share price (U.S. dollars) 0.012 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 1 The fair value of the convertible component was estimated by the third-party appraiser after giving effect to the weighted average of the two possible scenarios as of issuance dates was $ 4 Warrants The fair value of the warrants as of the drawdowns dates was estimated at $ 115 The following are the data and assumptions used: Warrants A Dividend yield 0 % Risk-free interest rate 3.13 % Expected term (years) 2 Volatility 153.1 % Share price (U.S. dollars) 0.012 Exercise price (U.S. dollars) 0.05 Fair value of the warrants (U.S. dollars in thousands) 50 Warrants B Dividend yield 0 % Risk-free interest rate 3.14 % Expected term (years) 3 Volatility 148.6 % Share price (U.S. dollars) 0.012 Exercise price (U.S. dollars) 0.05 Fair value of the warrants (U.S. dollars in thousands) 64 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – CONVERTIBLE NOTES Fair Value Proportional Allocation The fair value of the note was estimated at $ 93 Based on the above, the fair value proportion allocation as of July 15, 2022 was as follows: July 15, 2022 (US dollars in thousands) Conversion Component $ 4 Warrants 55 Convertible Notes 41 Total $ 100 G. On August 9, 2022, the board of directors of the Company agreed to the following: 1. The maturity date on all of the outstanding convertible loans under the CL Agreement was extended to October 31, 2023 (from July 31, 2023); and 2. The exercise period on all of the outstanding Series A and Series B warrants issued to date in connection with the convertible loans under the CL Agreement was extended to August 9, 2027 The Company concluded that the change in terms does not give rise to a trouble debt restructuring, as no concession was given to the Company. Therefore, the Company went on to assess whether the terms of the modified note are substantially different. The Company concluded that the change in terms of the loans should be accounted for as a debt extinguishment. Following the abovementioned amendment on August 9, 2022, the changes in the fair value of the conversion component and the warrants in the amount of $ 51 354 As of December 31, 2022, the fair value of the convertible component was estimated by third party appraiser as weighted average of the two possible scenarios of the total convertible notes amount conversion (20% probability for scenario 1 and 80% probability for scenario 2): The scenario in which the convertible loans would be converted prior to its maturity (scenario 1) was estimated by the appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of the balance sheet date: December 31, 2022 Dividend yield 0 % Risk-free interest rate 4.74 % Expected term (years) 0.83 Volatility 147.71 % Share price (U.S. dollars) 0.038 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 694 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – CONVERTIBLE NOTES The scenario in which the Company would raise at least $ 5 December 31, 2022 Dividend yield 0 % Risk-free interest rate 4.69 % Expected term (years) 0.16 Volatility 166.9 % Share price (U.S. dollars) 0.038 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 260 The fair value of the convertible component was estimated by the third-party appraiser after giving effect to the weighted average of the two possible scenarios as of December 31, 2022 was $ 161 H. On August 9, 2022, the Board agreed to issue to the related entities who advanced an aggregate of $ 1,170 5,589,172 0.05 The fair value of the warrants as of the drawdowns dates was estimated at $ 98 The following are the data and assumptions used: Warrants A Dividend yield (%) 0 % Risk-free interest rate (%) 2.97 % Expected term (years) 5 Volatility 152.9 % Share price (U.S. dollars) 0.02 Exercise price (U.S. dollars) 0.05 Fair value of the warrants (U.S. dollars in thousands) 98 I. On September 30, 2022, the Company received a loan from Citrine S A L Hi Tech 7 LP, an Israeli limited partnership and an affiliated entity (the “Lender”), in the principal amount of $ 80,000 12 December 15, 2022 In the event that the Company agrees to such extension, the terms of this loan shall be adjusted on a pro-rata basis, to those terms applicable to the Company’s convertible notes then outstanding under the Convertible Note Agreement, date as of April 1, 2020, as subsequently amended, amongst the Company and the affiliated parties thereto (of which the Lender is a party). CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 6 – SHAREHOLDERS’ EQUITY Description of the rights attached to the Shares in the Company: Common Stock: Each share of Common Stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders of Common Stock are not permitted to vote their shares cumulatively. Accordingly, the holders of the Company’s Common Stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law. Transactions: On February 15, 2022, the Company signed an investor relations service agreement with a consultant pursuant to which the Company agreed to pay the consultant a monthly retainer of $ 5,000 1,800,000 600,000 13 On August 26, 2022 the Company issued 535,867 |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 7 – STOCK OPTIONS On August 15, 2021, the Company’s board of directors determined to increase the number of shares reserved for issuance under the 2018 Stock Incentive Plan (the “2018 Plan”) to 90,000,000 9,425,680 2,365,420 0.05 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 – STOCK OPTIONS (continue) On December 29, 2021 the Company’s board of directors approved the grants of the options. The fair value at December 29, 2021 was determined using the Black-Scholes pricing model, assuming a risk free rate of 1.29 %, a volatility factor of 152.1 %, dividend yields of 0 % and an expected life of 5 years. The Company estimated the fair value of each option granted at December 29, 2021 at $ 0.022 , totaling $ 519 thousands. In May 2022 the Company appointed Prof. Itamar Grotto, a world-renowned expert in Public Health as Director in Cannovation Center Israel Ltd. and President of Green Vision Center Israel. Upon his appointment, Prof. Itamar Gruto was granted options under the 2018 Plan to purchase 2,356,420 0.05 three On June 8, 2022, the Board also approved the issuance of 7,000,000 0.05 1,166,667 On August 9, 2022, the Company’s board of directors determined to increase the number of shares reserved for issuance under the 2018 Plan by 90 180,000,000 On August 9, 2022, the Board also determined to grant to the directors and officers set forth below options under the 2018 Plan. The options are exercisable at a per share price of $ 0.02 0.022 five three SCHEDULE OF ACCELERATED AND UNVESTED OPTIONS Director/Officer Number of Options Ora Elharar Soffer (Chairperson, CEO) 47,128,400 Ilanit Halperin (Director, CFO) 18,851,360 Ilan Ben Ishay (Director) 18,851,360 Doron Birger (Director) 2,356,420 David Kretzmer (Director) 2,356,420 The terms relating to the options grants are included in stock option agreements under the 2018 Plan. Amongst other things, the stock option agreements for selected service providers of Citrine Global, including the directors and officers, provide that the exercise price of the options that were awarded to date, shall remain unaffected by the implementation of a reverse stock split that the Company may implement; to avoid any doubt, such reverse stock split shall apply to the number of options shares issuable under such options. All other relevant terms of such shall continue in full force and effect and are such reverse stock split. Any and all tax implications rest solely with the optionee and not the Company. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the Company’s stock option activity for employees and directors of the Company for the years ended December 31, 2022 and 2021: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price ($) Outstanding at December 31, 2020 46,762 0.0011 Granted 23,582,200 0.05 Exercised - - Forfeited or expired - - Outstanding at December 31, 2021 23,628,962 0.05 Granted 98,900,380 0.021 Exercised - - Forfeited or expired - - Outstanding at December 31, 2022 122,529,342 0.026 Number of options exercisable at December 31, 2022 30,884,971 0.043 The stock options outstanding as of December 31, 2022, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested $ As of December 31, 2022 0.0011 46,762 4.00 46,762 0.02 42,415,560 2.61 3,534,630 0.022 47,128,400 2.61 3,927,367 0.05 32,938,620 4.01 23,376,212 122,529,342 2.53 30,884,971 As of December 31, 2022, there was $ 1,131 1.1 767 456 The aggregate intrinsic value of the awards outstanding as of December 31, 2022 is $ 128 0.038 In determining the fair value of the options granted, the Company used the Black-Scholes option valuation method, with the following assumptions: SCHEDULE OF STOCK OPTIONS VALUATED METHOD 2022 2021 Dividend yield (%) 0 % 0 % Risk-free interest rate (%) 0.07 3.20 1.29 % Expected term (years) 5 7 5 Volatility 164.84 174.46 152.1 % Share price (U.S. dollars) 0.015 0.020 0.025 Exercise price (U.S. dollars) 0.022 0.05 0.05 Estimated total fair value of options granted (U.S. dollars thousands) 1,837 519 The intrinsic value of options outstanding and exercisable at December 31, 2022 totaled $ 128 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 8 – RELATED PARTIES A. Transactions and balances with related parties SCHEDULE OF TRANSACTION AND BALANCE WITH RELATED PARTIES 2022 2021 Year ended December 31 2022 2021 U.S. Dollars in thousands Research and development expenses: Directors compensation and fees to officers 105 74 105 74 General and administrative expenses: Directors compensation and fees to officers (*) 2,184 919 (*) Share based compensation (*) 702 404 General and administrative expenses 702 404 Financing expenses, net: Financial expenses related to convertible loan 637 1,129 Interest on loan 2 - * (*) Less than 1 thousand B. Balances with related parties: As of December 31, 2022 2021 U.S. Dollars in thousands Current Assets: Short term loan granted to others - 15 Current Liabilities: Short term loan 82 - Convertible notes - 1,431 Accounts payable 120 20 Accrued compensation 1,384 838 Non-current Liabilities: Convertible notes 1,814 - CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS C. Commencing in February 2020, Ora Elharar Soffer, CEO and Chairperson of the Board, was entitled to a monthly fee of $ 20 thousands 1.8 In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of the Chairperson (and interim Chief Executive Officer), Ora Elharar Soffer, to $10 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months As of December 31, 2022, and 2021, an amount of $ 870 499 D. Commencing in February 2020, Ilan Ben-Ishay, a director in Citrine Global, is entitled to a monthly fee of $ 3.5 1.8 In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of Ilan Ben Ishay, a director at Cannovation, to $ 2 As of December, 31, 2022, and 2021, an amount of $ 152 86 On January 18, 2023, Mr. Ilan Ben Ishay resigned from his position as a director on the Board of the Company E. Commencing in May 2020, Ms. Halperin, director & CFO of the Company, was entitled to a monthly fee of an additional $ 4 7 1.8 In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of Ilanit Halperin at Cannovation, to $ 4 As of December, 31, 2022, and 2021, an amount of $ 303 171 F. Commencing in March 2021, Adv. David Kretzmer, a director, is entitled to a monthly fee of $ 7 1.8 In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of David Kretzmer, a director at Cannovation, to $ 2 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On August 9, 2022, Mr. David Kretzmer’s fee in respect of services provided to the Company was reduced from $ 7,000 1,500 2,000 As of December, 31, 2022, and 2021, an amount of $ 163 82 G. Commencing in September 2020, Doron Birger, a director, is entitled to a monthly fee of $ 1.5 1.8 As of December, 31, 2022 an amount of $ 9 H. On August 15, 2021, the board determined to award a bonus to the Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management equal to two percent (2%) of any capital raise, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and part of the Company’s operating budget for a minimum period of 18 months. In addition, the Board agreed to a bonus Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management of 2% from operating profits which will become payable upon the fulfillment of certain specified targets that the Board will establish, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and as part of the Company’s operating budget for a minimum period of 18 months I. On September 29, 2021, the Company advanced to iBOT, a related party, a loan of NIS 50 thousands 15 12 25 15 J. On October 19, 2022, Mr. Dror Shaked and Mr. David Freidenberg were appointed to serve as independent directors on the Board of Directors of Citrine Global, Corp., effective upon (and subject to) the listing of the Company’s stock on the Nasdaq Stock Market . CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES A. United States resident companies are taxed on their worldwide income at a statutory rate of 21 Income of the Israeli Subsidiaries is taxable from 2021 and onwards, at corporate tax rate of 23 The Company and its Israeli Subsidiaries have not received final tax assessments since the Israeli Subsidiary’s inception. tax years are open for assessment Company’s tax years, from 2018 onwards, are open for assessment and for the Israeli Subsidiaries all tax years from commencement are open for assessment As of December 31, 2022 and 2021, the Company and the Israeli Subsidiaries have operating loss carryforwards of approximately $ 12,096 11,157 351 expire between the years 2036 and 2037, and the remainder has no expiration date B. Composition of loss for the year: SCHEDULE OF COMPOSITION OF LOSS Year ended December 31 2022 2021 U.S. Dollars in thousands U.S. 2,211 4,172 Israel 434 344 Total 2,645 4,516 C. The following is a reconciliation between the theoretical tax on pre-tax loss, at the federal income tax rate applicable to the Company and the income tax expense reported in the financial statements: SCHEDULE OF RECONCILIATION OF EFFECTIVE TAX RATE 2022 2021 Year ended December 31 2022 2021 U.S. Dollars in thousands Pretax loss 2,645 4,516 U.S. federal income tax rate 21 % 21 % Income tax benefit computed at the applicable tax rate (555 ) (948 ) Non-deductible expenses 1 2 Effect of differences in corporate income tax rates (6 ) (6 ) Change in valuation allowance 474 730 Total income tax - - CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS D. Deferred taxes are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Significant components of the Company’s deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS Composition of deferred tax assets: 2022 2021 December 31 2022 2021 Composition of deferred tax assets: U.S. Dollars in thousands Operating loss carry forwards 2,553 2,349 Share based compensation 290 129 Convertible component in convertible notes 33 - Accrued compensation 253 174 Total deferred tax assets 3,129 2,652 Composition of deferred tax liabilities: Convertible notes (45 ) (42 ) Total deferred tax liabilities (45 ) (42 ) Valuation allowance (3,084 ) (2,610 ) Total deferred tax assets - - E. Roll forward of valuation allowance SCHEDULE OF ROLL FORWARD OF VALUATION ALLOWANCE US dollars in thousands Balance at January 1, 2021 1,880 Additional paid in capital (222 ) Income tax expense 952 Balance at December 31, 2021 2,610 Additional paid in capital (86 ) Income tax expense 560 Balance at December 31, 2022 3,084 |
LOSS PER ORDINARY SHARE
LOSS PER ORDINARY SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER ORDINARY SHARE | NOTE 10 – LOSS PER ORDINARY SHARE Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares of Common Stock used in computing basic and diluted loss per ordinary share for the years ended December 31, 2021 and 2020, are as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE Year ended December 31 2022 2021 Number of shares Weighted average number of shares of Common Stock outstanding attributable to ordinary shareholders 942,963,225 942,568,006 Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*) 30,884,971 15,672,670 (*) The effect of the inclusion of options and convertible loans in 2022 and 2021 is anti-dilutive. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS a. On January 30, 2023 the Company and each of Citrine High Tech 7 LP (“LP 7”), Citrine 8 LP (“LP 8 “) and Citrine 9 LP (“LP 9”; together with LP 7 and LP 8, the “Lending LP”), the lending entities under and parties to the Convertible Note Purchase Agreement entered into by the Company and several related parties in April 2020, as subsequently amended (the “CL Agreement”), have entered into an agreement (the “Agreement”) pursuant to which they have agreed to extend the 1,800,000 80,000 In addition, under the Agreement the Company and the Lending LPs have also agreed that if the Company’s common stock is listed on the Nasdaq Stock Market, then, then the Company, in its sole discretion, shall determine to convert, in whole or in part, the outstanding amount of the above mentioned notes to shares of the Company’s common stock at a conversion price equal to the price paid by the public investors for the common stock in such offering. b. On January 17, 2023, the Board of Citrine Global, appointed Ms. Ora Elharar Soffer to serve as president of the Company. Ms. Elharar Soffer has been continuously serving as the Company’s Chief Executive Officer since May 7, 2020 and as a Company director since February 21, 2020 and as Chairperson of the Board since March 3, 2020. c. On January 17, 2023, the Board of Citrine Global, appointed Ms. Ilanit Halperin to serve as treasurer and secretary of the Company. Ms. Halperin has been continuously serving as the Company’s Chief Financial Officer since May 7, 2020 and as a Company director since February 21, 2020. d. On January 18, 2023, Mr. Ilan Ben Ishay resigned from his position as a director on the Board of the Company for personal reasons. Mr. Ben Ishay’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies and practices. e. On March 5, 2023, the Board of the Company provided that in the event that the Company’s stock is listed on the Nasdaq Stock Exchange, then one half of the awarded and unvested n officer, director or a selected person f. On March 6, 2023 Cannovation, the Company’s majority owned subsidiary and S.R. Accord Ltd., an Israeli company (“Lender”), entered into an 18-month credit facility agreement (the “Credit Facility”) pursuant to which Lender has committed to fund Cannovation in an aggregate amount of 3,000,000 NIS (approximately $ 857,000 ) as needed. At the time of each draw down, Cannovation and Lender will determine the repayment of the loan. All amounts drawn under the Credit Facility will bear interest at a monthly rate of 1.7 % and will be due at such time as Cannovation and Lender determine. Cannovation has the right to pre-pay the entire amount outstanding under the Credit Facility at any time. As of the date of these financial statements, Cannovation utilized $ 50,000 As security for any loans under the Credit Facility, Cannovation granted Lender a first priority lien on its rights to the 125,000 sq ft (11,687 sq meters) of industrial land in Yerucham, a city in southern Israel which Cannovation acquired in February of 2022(the “Premises”) to build the Green Vision Center Israel with the support of the government of Israel , including shares of Citrine Global Stock , . As additional security for any payments due to Lender, CTGL Citrine Global Israel Ltd., a wholly owned subsidiary of Citrine Global, (ii) Beezzhome Technologies Ltd. an entity wholly owned by Ora Elharar Soffer, the Chief Executive Officer of Citrine Global and (iii) Netto Holdings Ltd. provide full corporate/company name], On March 7, 2023, the Company issued to the Lender 2,154,677 g. On March 15, 1,077,339 h. On March 16, 2023, the consulting agreement originally entered into as of July 2020 with Ms Elharar Soffer, the Company’s Chairperson, CEO and President, was amended. The amendment provides for the following: (i) the monthly consulting to which Ms. Elharar Soffer is entitled will increase from $20,000 to $25,000 plus VAT upon a listing of the Company’s stock on the Nasdaq Stock Market, retroactive to January 1, 2023, (ii) the terms contained in her original agreement and all other terms and awards previously approved by the Company’s board relating to her, including payment of her monthly fee and reimbursement of social benefits payments made by Mr Elharar Soffer, shall continue in full force and effect so long as Ms. Elharar Soffer serves as either i. On March 16, 2023, the consulting agreement originally entered into as of July 2020 with Ilanit Halperin, the Company’s CFO, was amended. The amendment provides for the following: (i) the monthly consulting to which Ms Ilanit Halperin, is entitled will increase from $7,000 to $10,000 plus VAT upon a listing of the Company’s stock on the Nasdaq Stock Market, retroactive to January 1, 2023, (ii) the terms contained in her original agreement and all other terms and awards previously approved by the Company’s board relating to her, including payment of her monthly fee and reimbursement of social benefits payments made by M.s Halperin, shall continue in full force and effect so long as Ms. Halperin serves as either |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Citrine Global and its Israeli Subsidiaries, CTGL - Citrine Global Israel Ltd and Cannovation. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates include share-based compensation and fair value measurements of the convertible notes. Actual results could differ from those estimates. |
Functional Currency and Foreign Currency Translation and Transactions. | Functional Currency and Foreign Currency Translation and Transactions. The currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the year. |
Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash 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. Restricted cash as of December 31, 2021 included a $ 10 none |
Property, plant and equipment, net | Property, plant and equipment, net 1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Operations and Comprehensive Loss. 2. Rates of depreciation: SCHEDULE OF RATE OF DEPRECIATION OF PROPERTY PLANT AND EQUIPMENT % Computers and office equipment 7 33 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) |
Investments valued under the measurement alternative | Investments valued under the measurement alternative The Company’s investments as described in Notes 3 are valued under the measurement alternative include equity securities in other proprietary investments for which the Company does not have significant influence and fair value is not readily determinable. Accounting Standard Update (“ASU”) 2016-01 requires equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidance allows for a measurement alternative, which is to record investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer. Due to the lack of readily determinable fair values for such investments, for which the Company does not have significant influence, the Company accounts for these investments under the measurement alternative at cost, less impairment. The Company performs qualitative impairment assessments on its investments recorded under the measurement alternative. |
Impairment of long-lived assets | Impairment of long-lived assets The Group’s long-lived assets are reviewed for impairment in accordance with ASC Topic 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. 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 asset exceeds its fair value. No indicators of impairment have been identified as of December 31, 2022 and 2021. |
Derivatives | Derivatives Derivative instruments are recognized on the balance sheet at their fair value, with changes in the fair value recognized as a component of financial expenses, net in the statements of operation. Once determined, derivative liabilities and assets are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. |
Income taxes | Income taxes The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred taxes assets and liabilities are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial statement carrying amount and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are measured using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Company accounts for uncertainty in income tax in accordance with ASC Topic 740, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of tax positions. According to ASC Topic 740, tax positions must meet a more-likely-than-not recognition threshold. Recognized tax positions are measured as the largest amount that is greater than 50 percent likely of being realized CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) |
Research and development expenses | Research and development expenses Research and development expenses are charged to operations as incurred. |
Basic and diluted loss per ordinary share | Basic and diluted loss per ordinary share Basic loss per share of Common Stock is computed by dividing the loss for the period applicable to holders of shares of Common Stock, by the weighted average number of shares of Common Stock outstanding during the period. However, in periods of net loss, only the convertible Preferred Stock are considered, since such shares have a contractual obligation to share in the losses of the Company. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered. |
Stock-based compensation | Stock-based compensation The Company measures and recognizes the compensation expense for all equity-based payments 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 operation 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. |
Fair value | Fair value Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, convertible notes and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosure,” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS Level 1 Level 2 Level 3 Total Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities: Fair value of convertible component in convertible notes - - 161 161 Total liabilities - - 161 161 The following table presents the changes in fair value of the level 3 liabilities for the period ended December 31, 2022: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Changes in Fair value US$ in thousands Liabilities: Outstanding at December 31, 2021 - Initial recognition of convertible component as part of modification in note terms 201 Initial recognition of convertible component as part of convertible notes issued 103 Changes in fair value (143 ) Outstanding at December 31, 2022 161 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars in thousands) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Contingencies | 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On October 1, 2021, the Company early adopted ASU No. 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), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The adoption of this new standard did not have a material impact on the consolidated financial statements. In May 2021, the FASB issued ASU 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which clarifies and reduces diversity in accounting for modifications or exchanges of freestanding equity-written call options that remain equity classified after modifications or exchanges based on the substance of the transactions. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of this new standard did not have a material impact on the consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (ASC 832). This ASU increases transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. This ASU is expected to reduce diversity in the recognition, measurement, presentation, and disclosure of government assistance received by business entities because of the lack of specific authoritative guidance. The ASU was adopted by the Company on January 1, 2022. As to the grant of industrial parcel of land at a subsidized price (see Note 4), the grant was recorded when there is reasonable assurance the conditions of the subsidies will be met and the subsidies will be received. Other new pronouncements issued but not effective as of December 31, 2022 are not expected to have a material impact on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF RATE OF DEPRECIATION OF PROPERTY PLANT AND EQUIPMENT | SCHEDULE OF RATE OF DEPRECIATION OF PROPERTY PLANT AND EQUIPMENT % Computers and office equipment 7 33 |
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS | The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS Level 1 Level 2 Level 3 Total Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities: Fair value of convertible component in convertible notes - - 161 161 Total liabilities - - 161 161 |
SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES | The following table presents the changes in fair value of the level 3 liabilities for the period ended December 31, 2022: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Changes in Fair value US$ in thousands Liabilities: Outstanding at December 31, 2021 - Initial recognition of convertible component as part of modification in note terms 201 Initial recognition of convertible component as part of convertible notes issued 103 Changes in fair value (143 ) Outstanding at December 31, 2022 161 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT | SCHEDULE OF PROPERTY PLANT AND EQUIPMENT 2022 2021 December 31, 2022 2021 U.S. Dollars in thousands Computers and office equipment 10 10 Payment on land lease 224 248 Property and equipment, gross 234 258 Less - accumulated depreciation (4 ) (2 ) Total property and equipment, net 230 256 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS | Fair value of the warrants immediately before the change: SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS Fair value of the warrants A Warrant B Warrant Expected volatility (%) 150.5 % 158.7 % Risk-free interest rate (%) 0.04 % 0.08 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 0.18 1.18 Conversion price 0.26 0.31 Underlying share price (U.S. dollars) 0.07 0.07 Fair value (U.S. dollars in thousands) 3 121 Fair value of the warrants immediately after the change: Fair value of the warrants A Warrant B Warrant Expected volatility (%) 158.7 % 158.7 % Risk-free interest rate (%) 0.08 % 0.22 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 1.18 2.18 Conversion price 0.1 0.1 Underlying share price (U.S. dollars) 0.07 0.07 Fair value (U.S. dollars in thousands) 211 274 The following are the data and assumptions used: Warrants A Dividend yield 0 % Risk-free interest rate 0.96 % Expected term (years) 2.5 Volatility 159.70 % Share price (U.S. dollars) 0.025 Exercise price (U.S. dollars) 0.05 Fair value of the warrants (U.S. dollars in thousands) 119 Warrants B Dividend yield 0 % Risk-free interest rate 1.18 % Expected term (years) 3.5 Volatility 159.70 % Share price (U.S. dollars) 0.025 Exercise price (U.S. dollars) 0.05 Fair value of the warrants (U.S. dollars in thousands) 136 The following are the data and assumptions used: Warrants A Dividend yield 0 % Risk-free interest rate 3.13 % Expected term (years) 2 Volatility 153.1 % Share price (U.S. dollars) 0.012 Exercise price (U.S. dollars) 0.05 Fair value of the warrants (U.S. dollars in thousands) 50 Warrants B Dividend yield 0 % Risk-free interest rate 3.14 % Expected term (years) 3 Volatility 148.6 % Share price (U.S. dollars) 0.012 Exercise price (U.S. dollars) 0.05 Fair value of the warrants (U.S. dollars in thousands) 64 The following are the data and assumptions used: Warrants A Dividend yield (%) 0 % Risk-free interest rate (%) 2.97 % Expected term (years) 5 Volatility 152.9 % Share price (U.S. dollars) 0.02 Exercise price (U.S. dollars) 0.05 Fair value of the warrants (U.S. dollars in thousands) 98 |
SCHEDULE OF FAIR VALUE OF OPTION USING ASSUMPTIONS | The fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte Carlo Simulation Model to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model on June 24, 2021 were consistent with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below: SCHEDULE OF FAIR VALUE OF OPTION USING ASSUMPTIONS June 24, 2021 Expected volatility (%) 156.8 % Risk-free interest rate (%) 0.17 % Expected dividend yield 0.0 % Contractual term (years) 1.5 Conversion price - (*) Underlying share price (US dollars) 0.03 Convertible notes amount 397 Fair value of the conversion feature (US dollars in thousands) 117 (*) the conversion price is 85 |
SCHEDULE OF FAIR VALUE OF DEBT | Based on the above, the fair value proportion allocation as of June 24, 2021 was as follows: SCHEDULE OF FAIR VALUE OF DEBT June 24, 2021 (US dollars in thousands) Conversion Component $ 117 Warrants 172 Convertible Notes 61 Total $ 350 Based on the above, the fair value proportion allocation as of January 5, 2022 was as follows: January 5, 2022 (US dollars in thousands) Conversion Component $ 48 Warrants 100 Convertible Notes 32 Total $ 180 Based on the above, the fair value proportion allocation as of July 15, 2022 was as follows: July 15, 2022 (US dollars in thousands) Conversion Component $ 4 Warrants 55 Convertible Notes 41 Total $ 100 |
SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS | The fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte-Carlo simulation model to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model were consistent with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below: SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS Loan #1 that was amended on August 13, 2021: August 13, 2021 Expected volatility (%) 149.04 % Risk-free interest rate (%) 0.05 % Expected dividend yield 0.0 % Contractual term (years) 0.34 Conversion price - (*) Underlying share price (U.S. dollars) 0.05 Convertible notes amount 1,312 Fair value of the conversion feature (U.S. dollars in thousands) 379 (*) the conversion price is 85 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – CONVERTIBLE NOTES Loan #2 that was amended on August 13, 2021: August 13, 2021 Expected volatility (%) 151.48 % Risk-free interest rate (%) 0.13 % Expected dividend yield 0.0 % Contractual term (years) 1.36 Conversion price - (*) Underlying share price (U.S. dollars) 0.05 Convertible notes amount 397 Fair value of the conversion feature (U.S. dollars in thousands) 115 (*) the conversion price is 85 |
Scenario One [Member] | |
SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS | SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS January 5, 2022 Dividend yield (%) 0 % Risk-free interest rate (%) 0.65 % Expected term (years) 1.57 Volatility 154.86 % Share price (U.S. dollars) 0.025 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 56 July 15, 2022 Dividend yield 0 % Risk-free interest rate 3.12 % Expected term (years) 1 Volatility 146.4 % Share price (U.S. dollars) 0.012 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 6 December 31, 2022 Dividend yield 0 % Risk-free interest rate 4.74 % Expected term (years) 0.83 Volatility 147.71 % Share price (U.S. dollars) 0.038 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 694 |
Scenario Two [Member] | |
SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS | SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS January 5, 2022 Dividend yield (%) 0 % Risk-free interest rate (%) 0.40 % Expected term (years) 0.99 Volatility 158 % Share price (U.S. dollars) 0.025 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature U.S. dollars in thousands) 40 July 15, 2022 Dividend yield 0 % Risk-free interest rate 2.86 % Expected term (years) 0.46 Volatility 125.9 % Share price (U.S. dollars) 0.012 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 1 December 31, 2022 Dividend yield 0 % Risk-free interest rate 4.69 % Expected term (years) 0.16 Volatility 166.9 % Share price (U.S. dollars) 0.038 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 260 |
Citrine 8LP [Member] | |
SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS | The assumptions used to perform the calculations are detailed below: SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS A Warrant B Warrant Expected volatility (%) 156.8 % 156.8 % Risk-free interest rate (%) 0.37 % 0.59 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 2.5 3.5 Conversion price 0.1 0.1 Underlying share price (U.S. dollars) 0.03 0.03 Fair value (U.S. dollars in thousands) 184 220 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF ACCELERATED AND UNVESTED OPTIONS | SCHEDULE OF ACCELERATED AND UNVESTED OPTIONS Director/Officer Number of Options Ora Elharar Soffer (Chairperson, CEO) 47,128,400 Ilanit Halperin (Director, CFO) 18,851,360 Ilan Ben Ishay (Director) 18,851,360 Doron Birger (Director) 2,356,420 David Kretzmer (Director) 2,356,420 |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table presents the Company’s stock option activity for employees and directors of the Company for the years ended December 31, 2022 and 2021: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price ($) Outstanding at December 31, 2020 46,762 0.0011 Granted 23,582,200 0.05 Exercised - - Forfeited or expired - - Outstanding at December 31, 2021 23,628,962 0.05 Granted 98,900,380 0.021 Exercised - - Forfeited or expired - - Outstanding at December 31, 2022 122,529,342 0.026 Number of options exercisable at December 31, 2022 30,884,971 0.043 |
SCHEDULE OF STOCK OPTIONS OUTSTANDING | The stock options outstanding as of December 31, 2022, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested $ As of December 31, 2022 0.0011 46,762 4.00 46,762 0.02 42,415,560 2.61 3,534,630 0.022 47,128,400 2.61 3,927,367 0.05 32,938,620 4.01 23,376,212 122,529,342 2.53 30,884,971 |
SCHEDULE OF STOCK OPTIONS VALUATED METHOD | In determining the fair value of the options granted, the Company used the Black-Scholes option valuation method, with the following assumptions: SCHEDULE OF STOCK OPTIONS VALUATED METHOD 2022 2021 Dividend yield (%) 0 % 0 % Risk-free interest rate (%) 0.07 3.20 1.29 % Expected term (years) 5 7 5 Volatility 164.84 174.46 152.1 % Share price (U.S. dollars) 0.015 0.020 0.025 Exercise price (U.S. dollars) 0.022 0.05 0.05 Estimated total fair value of options granted (U.S. dollars thousands) 1,837 519 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF TRANSACTION AND BALANCE WITH RELATED PARTIES | SCHEDULE OF TRANSACTION AND BALANCE WITH RELATED PARTIES 2022 2021 Year ended December 31 2022 2021 U.S. Dollars in thousands Research and development expenses: Directors compensation and fees to officers 105 74 105 74 General and administrative expenses: Directors compensation and fees to officers (*) 2,184 919 (*) Share based compensation (*) 702 404 General and administrative expenses 702 404 Financing expenses, net: Financial expenses related to convertible loan 637 1,129 Interest on loan 2 - * (*) Less than 1 thousand B. Balances with related parties: As of December 31, 2022 2021 U.S. Dollars in thousands Current Assets: Short term loan granted to others - 15 Current Liabilities: Short term loan 82 - Convertible notes - 1,431 Accounts payable 120 20 Accrued compensation 1,384 838 Non-current Liabilities: Convertible notes 1,814 - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPOSITION OF LOSS | SCHEDULE OF COMPOSITION OF LOSS Year ended December 31 2022 2021 U.S. Dollars in thousands U.S. 2,211 4,172 Israel 434 344 Total 2,645 4,516 |
SCHEDULE OF RECONCILIATION OF EFFECTIVE TAX RATE | SCHEDULE OF RECONCILIATION OF EFFECTIVE TAX RATE 2022 2021 Year ended December 31 2022 2021 U.S. Dollars in thousands Pretax loss 2,645 4,516 U.S. federal income tax rate 21 % 21 % Income tax benefit computed at the applicable tax rate (555 ) (948 ) Non-deductible expenses 1 2 Effect of differences in corporate income tax rates (6 ) (6 ) Change in valuation allowance 474 730 Total income tax - - |
SCHEDULE OF DEFERRED TAX ASSETS | SCHEDULE OF DEFERRED TAX ASSETS Composition of deferred tax assets: 2022 2021 December 31 2022 2021 Composition of deferred tax assets: U.S. Dollars in thousands Operating loss carry forwards 2,553 2,349 Share based compensation 290 129 Convertible component in convertible notes 33 - Accrued compensation 253 174 Total deferred tax assets 3,129 2,652 Composition of deferred tax liabilities: Convertible notes (45 ) (42 ) Total deferred tax liabilities (45 ) (42 ) Valuation allowance (3,084 ) (2,610 ) Total deferred tax assets - - |
SCHEDULE OF ROLL FORWARD OF VALUATION ALLOWANCE | SCHEDULE OF ROLL FORWARD OF VALUATION ALLOWANCE US dollars in thousands Balance at January 1, 2021 1,880 Additional paid in capital (222 ) Income tax expense 952 Balance at December 31, 2021 2,610 Additional paid in capital (86 ) Income tax expense 560 Balance at December 31, 2022 3,084 |
LOSS PER ORDINARY SHARE (Tables
LOSS PER ORDINARY SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE | SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE Year ended December 31 2022 2021 Number of shares Weighted average number of shares of Common Stock outstanding attributable to ordinary shareholders 942,963,225 942,568,006 Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*) 30,884,971 15,672,670 (*) The effect of the inclusion of options and convertible loans in 2022 and 2021 is anti-dilutive. |
GENERAL (Details Narrative)
GENERAL (Details Narrative) | 1 Months Ended | |||||||||
Mar. 07, 2023 USD ($) shares | Mar. 06, 2023 USD ($) | Mar. 06, 2023 USD ($) | Nov. 14, 2022 USD ($) | Jun. 10, 2022 | Aug. 20, 2020 | Mar. 31, 2023 USD ($) | Nov. 30, 2021 | Mar. 06, 2023 ILS (₪) | Aug. 09, 2021 | |
Reverse stock split description | On June 10, 2022, certain of the Company’s stockholders representing more than 50% of the Company’s outstanding share capital (the “Majority Consenting Stockholders”) approved an amendment to the Company’s Certificate of Incorporation (the “Reverse Stock Split Certificate of Amendment”) in order to effect a reverse stock split of the Company’s common stock pursuant to a range of between 50-to-1 and 700-to-1 (the “Reverse Stock Split”) | |||||||||
Subsequent Event [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 857,000 | $ 857,000 | ₪ 3,000,000 | |||||||
Line of Credit Facility, Interest Rate During Period | 1.70% | |||||||||
Subsequent Event [Member] | Lender [Member] | ||||||||||
Stock issued to the lender, shares | shares | 2,154,677 | |||||||||
Subsequent Event [Member] | Cannavotion And S R Accord Ltd [Member] | Line of Credit [Member] | ||||||||||
Debt Instrument, Term | 18 months | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 857,000 | $ 857,000 | ₪ 3,000,000 | |||||||
Line of Credit Facility, Interest Rate During Period | 1.70% | |||||||||
Line of Credit Facility, Description | As security for any loans under the Credit Facility, Cannovation granted Lender a first priority lien on its rights to the 125,000 sq ft (11,687 sq meters) of industrial land in Yerucham, a city in southern Israel which Cannovation acquired in February of 2022(the “Premises”) to build the Green Vision Center Israel with the support of the government of Israel | |||||||||
Line of credit, utilized amount | $ 50,000 | $ 50,000 | $ 50,000 | |||||||
iBOT Israel Botanicals Ltd [Member] | ||||||||||
Noncontrolling interest, ownership percentage | 60% | |||||||||
Pre-emption right descreiption | iBOT granted to Citrine Global Group, a pre-emption right to any equity or equity linked securities that iBOT proposes to issue to an unrelated third party with aggregate gross proceeds to iBot exceeding $1 million or which will result in a change in control in iBOT following such issuance, then iBOT is to give to the Citrine Global Group written notice of such proposed issuance and the relevant terms thereof and the Citrine Global Group shall have ten (10) days thereafter to determine if it elects to purchase a minimum of 51% of the proposed issuance on the price and other terms specified in the notice sent by iBOT (the “Pre-Emption Right”) | |||||||||
Proceeds from related party | $ 1,000,000 | |||||||||
Pecentage for change in control in issuance | 51% | |||||||||
iBOT Israel Botanicals Ltd [Member] | Subsequent Event [Member] | ||||||||||
Proceeds from related party | $ 1,000,000 | |||||||||
Pecentage for change in control in issuance | 51% | |||||||||
The Cannovation Center [Member] | ||||||||||
Percentage of shares hold by certain shareholders | 60% | |||||||||
Beezz Home Technologies Ltd And Golden Holdings Neto Ltd [Member] | ||||||||||
Percentage of shares hold by certain shareholders | 20% |
SCHEDULE OF RATE OF DEPRECIATIO
SCHEDULE OF RATE OF DEPRECIATION OF PROPERTY PLANT AND EQUIPMENT (Details) - Computer Equipment [Member] | Dec. 31, 2022 |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Rates of depreciation | 7% |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Rates of depreciation | 33% |
SCHEDULE OF FINANCIAL ASSETS AN
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | $ 3,780 | $ 2,495 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 161 | |
Fair Value, Recurring [Member] | Fair Value Of Convertible Componentin Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 161 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value Of Convertible Componentin Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value Of Convertible Componentin Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 161 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value Of Convertible Componentin Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | $ 161 |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Outstanding at December 31, 2021 | |
Initial recognition of convertible component as part of modification in note terms | 201 |
Initial recognition of convertible component as part of convertible notes issued | 103 |
Changes in fair value | (143) |
Outstanding at December 31, 2022 | $ 161 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Restricted cash | $ 0 | $ 10 |
Recognized tax positions | tax positions must meet a more-likely-than-not recognition threshold. Recognized tax positions are measured as the largest amount that is greater than 50 percent likely of being realized |
INVESTMENT VALUED UNDER THE M_2
INVESTMENT VALUED UNDER THE MEASUREMENT ALTERNATIVE (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 30, 2022 | Jun. 22, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Stock Issued During Period, Value, New Issues | ||||
Cannasoul, PurPlant and Prof Meiri [Member] | ||||
Investments in and Advances to Affiliates, Balance, Shares | 44,328 | |||
Aggregate ordinary shares, value | $ 444,444 | |||
Cannasoul, PurPlant and Prof Meiri [Member] | Parent Company [Member] | ||||
Stock issued during period, shares, new issues | 9,259,250 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||
My Plant Bio Ltd [Member] | ||||
Stock issued during period, shares, new issues | 32,407,417 | |||
Stock Issued During Period, Value, New Issues | $ 1,555,556 | |||
My Plant [Member] | Cannasoul, PurPlant and Prof Meiri [Member] | ||||
Ownership percentage | 55% | |||
Share Purchase and Option Agreement [Member] | Cannasoul, PurPlant and Prof Meiri [Member] | ||||
Aggregate ordinary shares, value | $ 4,450,000 | |||
Maximum limit of valuation transaction | 1,000,000 | |||
Share Purchase and Option Agreement [Member] | Cannasoul, PurPlant and Prof Meiri [Member] | Maximum [Member] | ||||
Aggregate ordinary shares, value | $ 4,450,000 | |||
Nanomedic Technologies Ltd [Member] | Share Purchase Agreement [Member] | A-1 Preferred Shares [Member] | ||||
Payments for purchase of preferred stock | $ 450,000 | |||
Proceeds from issuance of preferred stock | $ 2,200,000 | |||
Nanomedic Technologies Ltd [Member] | Share Purchase Agreement [Member] | A-1 Preferred Shares [Member] | Nanomedic [Member] | ||||
Ownership percentage | 3.30% |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 234 | $ 258 |
Less - accumulated depreciation | (4) | (2) |
Total property and equipment, net | 230 | 256 |
Computers And Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10 | 10 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 224 | $ 248 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) ₪ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 USD ($) | Dec. 31, 2021 ILS (₪) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 13, 2021 | |
Depreciation | $ 2 | $ 2 | |||
The Cannovation Center [Member] | |||||
Payments to acquire land | $ 196 | ₪ 688 | |||
Agreement description | Under the Agreement, Cannovation committed to build and develop the Green Vision Center in accordance with the time frames, terms and conditions of the Agreement. Typically, the initial time frame for completing the development is four (4) years, subject to extensions that the ILA may approve. Upon completion of the development within the time frames and other requirements specified in the Agreement, Cannovation will be entitled, subject to Israeli law, to long term lease agreement (49 years) to the Land (equivalent to ownership rights as most of the land in Israel is government owned and when marketed usually the developers are granted with development/long lease rights). | Under the Agreement, Cannovation committed to build and develop the Green Vision Center in accordance with the time frames, terms and conditions of the Agreement. Typically, the initial time frame for completing the development is four (4) years, subject to extensions that the ILA may approve. Upon completion of the development within the time frames and other requirements specified in the Agreement, Cannovation will be entitled, subject to Israeli law, to long term lease agreement (49 years) to the Land (equivalent to ownership rights as most of the land in Israel is government owned and when marketed usually the developers are granted with development/long lease rights). | |||
Land costs | $ 24 | ||||
Cannovation [Member] | |||||
Ownership percentage | 60% |
SCHEDULE OF FAIR VALUE OF WARRA
SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS (Details) | 12 Months Ended | ||||
Dec. 29, 2021 USD ($) | Jun. 24, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Jun. 24, 2022 $ / shares | |
Expected volatility (%) | 152.10% | ||||
Risk-free interest rate (%) | 1.29% | 1.29% | |||
Expected dividend yield | 0% | 0% | 0% | ||
Contractual term (years) | 5 years | ||||
Conversion price | $ 0.05 | ||||
Share price | $ 0.038 | $ 0.025 | |||
Fair value (U.S. dollars in thousands) | $ | $ 519,000 | ||||
A Warrant [Member] | |||||
Warrants and rights outstanding term | 2 years 6 months | ||||
Fair value of the warrants (U.S. dollars in thousands) | $ | $ 119 | ||||
A Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Warrants and rights outstanding measurement input | 0 | ||||
A Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrants and rights outstanding measurement input | 0.96 | ||||
A Warrant [Member] | Measurement Input, Option Volatility [Member] | |||||
Warrants and rights outstanding measurement input | 159.70 | ||||
A Warrant [Member] | Measurement Input, Share Price [Member] | |||||
Share price | $ 0.025 | ||||
A Warrant [Member] | Measurement Input, Exercise Price [Member] | |||||
Warrants and rights outstanding measurement input | 0.05 | ||||
A Warrant [Member] | Citrine 8LP [Member] | |||||
Expected volatility (%) | 156.80% | ||||
Risk-free interest rate (%) | 0.37% | ||||
Expected dividend yield | 0% | ||||
Contractual term (years) | 2 years 6 months | ||||
Conversion price | $ 0.1 | ||||
Share price | $ 0.03 | ||||
Fair value (U.S. dollars in thousands) | $ | $ 184,000 | ||||
B Warrant [Member] | |||||
Warrants and rights outstanding term | 3 years 6 months | ||||
Fair value of the warrants (U.S. dollars in thousands) | $ | $ 136 | ||||
B Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Warrants and rights outstanding measurement input | 0 | ||||
B Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrants and rights outstanding measurement input | 1.18 | ||||
B Warrant [Member] | Measurement Input, Option Volatility [Member] | |||||
Warrants and rights outstanding measurement input | 159.70 | ||||
B Warrant [Member] | Measurement Input, Share Price [Member] | |||||
Share price | $ 0.025 | ||||
B Warrant [Member] | Measurement Input, Exercise Price [Member] | |||||
Warrants and rights outstanding measurement input | 0.05 | ||||
B Warrant [Member] | Citrine 8LP [Member] | |||||
Expected volatility (%) | 156.80% | ||||
Risk-free interest rate (%) | 0.59% | ||||
Expected dividend yield | 0% | ||||
Contractual term (years) | 3 years 6 months | ||||
Conversion price | 0.1 | ||||
Share price | $ 0.03 | ||||
Fair value (U.S. dollars in thousands) | $ | $ 220,000 | ||||
Warrant A One [Member] | |||||
Fair value of the warrants (U.S. dollars in thousands) | $ | $ 50,000 | ||||
Warrant A One [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Warrants and rights outstanding measurement input | 0 | ||||
Warrant A One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrants and rights outstanding measurement input | 3.13 | ||||
Warrant A One [Member] | Measurement Input, Option Volatility [Member] | |||||
Warrants and rights outstanding measurement input | 153.1 | ||||
Warrant A One [Member] | Measurement Input, Share Price [Member] | |||||
Share price | $ 0.012 | ||||
Warrant A One [Member] | Measurement Input, Exercise Price [Member] | |||||
Warrants and rights outstanding measurement input | 0.05 | ||||
Warrant A One [Member] | Measurement Input, Expected Term [Member] | |||||
Warrants and rights outstanding term | 2 years | ||||
Warrant B One [Member] | |||||
Fair value of the warrants (U.S. dollars in thousands) | $ | $ 64,000 | ||||
Warrant B One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrants and rights outstanding measurement input | 3.14 | ||||
Warrant B One [Member] | Measurement Input, Option Volatility [Member] | |||||
Warrants and rights outstanding measurement input | 148.6 | ||||
Warrant B One [Member] | Measurement Input, Share Price [Member] | |||||
Share price | $ 0.012 | ||||
Warrant B One [Member] | Measurement Input, Exercise Price [Member] | |||||
Warrants and rights outstanding measurement input | 0.05 | ||||
Warrant B One [Member] | Measurement Input, Expected Term [Member] | |||||
Warrants and rights outstanding term | 3 years | ||||
Warrant A Two [Member] | |||||
Fair value of the warrants (U.S. dollars in thousands) | $ | $ 98,000 | ||||
Warrant A Two [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Warrants and rights outstanding measurement input | 0 | ||||
Warrant A Two [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrants and rights outstanding measurement input | 2.97 | ||||
Warrant A Two [Member] | Measurement Input, Option Volatility [Member] | |||||
Warrants and rights outstanding measurement input | 152.9 | ||||
Warrant A Two [Member] | Measurement Input, Share Price [Member] | |||||
Share price | $ 0.02 | ||||
Warrant A Two [Member] | Measurement Input, Exercise Price [Member] | |||||
Warrants and rights outstanding measurement input | 0.05 | ||||
Warrant A Two [Member] | Measurement Input, Expected Term [Member] | |||||
Warrants and rights outstanding term | 5 years | ||||
Before the Change [Member] | A Warrant [Member] | |||||
Expected volatility (%) | 150.50% | ||||
Risk-free interest rate (%) | 0.04% | ||||
Expected dividend yield | 0% | ||||
Contractual term (years) | 2 months 4 days | ||||
Conversion price | $ 0.26 | ||||
Share price | $ 0.07 | ||||
Fair value (U.S. dollars in thousands) | $ | $ 3,000 | ||||
Before the Change [Member] | B Warrant [Member] | |||||
Expected volatility (%) | 158.70% | ||||
Risk-free interest rate (%) | 0.08% | ||||
Expected dividend yield | 0% | ||||
Contractual term (years) | 1 year 2 months 4 days | ||||
Conversion price | $ 0.31 | ||||
Share price | $ 0.07 | ||||
Fair value (U.S. dollars in thousands) | $ | $ 121,000 | ||||
After the Change [Member] | A Warrant [Member] | |||||
Expected volatility (%) | 158.70% | ||||
Risk-free interest rate (%) | 0.08% | ||||
Expected dividend yield | 0% | ||||
Contractual term (years) | 1 year 2 months 4 days | ||||
Conversion price | $ 0.1 | ||||
Share price | $ 0.07 | ||||
Fair value (U.S. dollars in thousands) | $ | $ 211,000 | ||||
After the Change [Member] | B Warrant [Member] | |||||
Expected volatility (%) | 158.70% | ||||
Risk-free interest rate (%) | 0.22% | ||||
Expected dividend yield | 0% | ||||
Contractual term (years) | 2 years 2 months 4 days | ||||
Conversion price | $ 0.1 | ||||
Share price | $ 0.07 | ||||
Fair value (U.S. dollars in thousands) | $ | $ 274,000 |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTION USING ASSUMPTIONS (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 29, 2021 | Jun. 24, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 15, 2022 | Jan. 05, 2022 | ||
Expected volatility (%) | 152.10% | ||||||
Expected volatility (%) | 1.29% | 1.29% | |||||
Expected volatility (%) | 0% | 0% | 0% | ||||
Conversion price | $ 0.05 | ||||||
Expected volatility (%) | $ 350,000 | $ 180,000 | |||||
Expected volatility (%) | $ 308,000 | $ 161,000 | $ 93,000 | $ 154,000 | |||
Citrine 8LP [Member] | Monte Carlo Simulation Model [Member] | |||||||
Expected volatility (%) | 156.80% | ||||||
Expected volatility (%) | 0.17% | ||||||
Expected volatility (%) | 0% | ||||||
Contractual term (years) | 1 year 6 months | ||||||
Conversion price | [1] | ||||||
Expected volatility (%) | 0.03 | ||||||
Expected volatility (%) | $ 397 | ||||||
Expected volatility (%) | $ 117 | ||||||
[1]the conversion price is 85 |
SCHEDULE OF FAIR VALUE OF OPT_2
SCHEDULE OF FAIR VALUE OF OPTION USING ASSUMPTIONS (Parenthetical) (Details) | Jun. 24, 2021 |
Citrine 8LP [Member] | |
Conversion price percentage | 85% |
SCHEDULE OF FAIR VALUE OF DEBT
SCHEDULE OF FAIR VALUE OF DEBT (Details) - USD ($) $ in Thousands | Jul. 15, 2022 | Jan. 05, 2022 | Jun. 24, 2021 |
Short-Term Debt [Line Items] | |||
Total | $ 180 | $ 350 | |
Conversion Component [Member] | |||
Short-Term Debt [Line Items] | |||
Total | $ 4 | 48 | 117 |
Warrants [Member] | |||
Short-Term Debt [Line Items] | |||
Total | 55 | 100 | 172 |
Convertible Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Total | 41 | $ 32 | $ 61 |
Fair Value Proportional Allocation One [Member] | |||
Short-Term Debt [Line Items] | |||
Total | $ 100 |
SCHEDULE OF FAIR VALUE OF CONVE
SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS (Details) $ in Thousands | 12 Months Ended | ||||||
Jul. 15, 2022 USD ($) $ / shares | Jan. 05, 2022 USD ($) $ / shares | Dec. 29, 2021 USD ($) | Aug. 13, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 $ / shares | ||
Short-Term Debt [Line Items] | |||||||
Expected volatility (%) | 152.10% | ||||||
Risk-free interest rate (%) | 1.29% | 1.29% | |||||
Expected dividend yield | 0% | 0% | 0% | ||||
Contractual term (years) | 5 years | ||||||
Conversion price | $ 0.05 | ||||||
Share price (U.S. dollars) | $ 0.038 | $ 0.025 | |||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 519 | ||||||
Scenario 1 [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 56 | $ 694 | |||||
Scenario 1 [Member] | Conversion Feature Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument term | 9 months 29 days | ||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 6 | ||||||
Scenario 1 [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument measurement input | 0 | ||||||
Dividend yield | 0 | ||||||
Scenario 1 [Member] | Measurement Input, Expected Dividend Rate [Member] | Conversion Feature Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument measurement input | 0 | ||||||
Scenario 1 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument measurement input | 0.65 | 4.74 | |||||
Scenario 1 [Member] | Measurement Input, Risk Free Interest Rate [Member] | Conversion Feature Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument measurement input | 3.12 | ||||||
Scenario 1 [Member] | Measurement Input, Expected Term [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument term | 1 year 6 months 25 days | ||||||
Scenario 1 [Member] | Measurement Input, Expected Term [Member] | Conversion Feature Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument term | 1 year | ||||||
Scenario 1 [Member] | Measurement Input, Option Volatility [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument measurement input | 154.86 | 147.71 | |||||
Scenario 1 [Member] | Measurement Input, Option Volatility [Member] | Conversion Feature Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument measurement input | 146.4 | ||||||
Scenario 1 [Member] | Measurement Input, Share Price [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Share price (U.S. dollars) | $ 0.012 | $ 0.025 | |||||
Scenario 1 [Member] | Measurement Input, Share Price [Member] | Conversion Feature Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Share price (U.S. dollars) | $ 0.038 | ||||||
Scenario 1 [Member] | Measurement Input, Exercise Price [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument measurement input | 0.05 | ||||||
Scenario 1 [Member] | Measurement Input, Exercise Price [Member] | Conversion Feature Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument measurement input | 0.05 | ||||||
Scenario 2 [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 40 | $ 260 | |||||
Scenario 2 [Member] | Conversion Feature Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument term | 1 month 28 days | ||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 1 | ||||||
Scenario 2 [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument measurement input | 0 | ||||||
Dividend yield | 0 | ||||||
Scenario 2 [Member] | Measurement Input, Expected Dividend Rate [Member] | Conversion Feature Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument measurement input | 0 | ||||||
Scenario 2 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument measurement input | 0.40 | 4.69 | |||||
Scenario 2 [Member] | Measurement Input, Risk Free Interest Rate [Member] | Conversion Feature Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument measurement input | 2.86 | ||||||
Scenario 2 [Member] | Measurement Input, Expected Term [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument term | 11 months 26 days | ||||||
Scenario 2 [Member] | Measurement Input, Expected Term [Member] | Conversion Feature Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument term | 5 months 15 days | ||||||
Scenario 2 [Member] | Measurement Input, Option Volatility [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument measurement input | 158 | 166.9 | |||||
Scenario 2 [Member] | Measurement Input, Option Volatility [Member] | Conversion Feature Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument measurement input | 125.9 | ||||||
Scenario 2 [Member] | Measurement Input, Share Price [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Share price (U.S. dollars) | $ 0.012 | ||||||
Scenario 2 [Member] | Measurement Input, Share Price [Member] | Conversion Feature Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Share price (U.S. dollars) | $ 0.038 | ||||||
Scenario 2 [Member] | Measurement Input, Exercise Price [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Share price (U.S. dollars) | $ 0.025 | ||||||
Debt instrument measurement input | 0.05 | ||||||
Scenario 2 [Member] | Measurement Input, Exercise Price [Member] | Conversion Feature Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument measurement input | 0.05 | ||||||
Loan One [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Expected volatility (%) | 149.04% | ||||||
Risk-free interest rate (%) | 0.05% | ||||||
Expected dividend yield | 0% | ||||||
Contractual term (years) | 4 months 2 days | ||||||
Conversion price | [1] | ||||||
Share price (U.S. dollars) | $ 0.05 | ||||||
Convertible notes amount | $ | $ 1,312 | ||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 379 | ||||||
Loan Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Expected volatility (%) | 151.48% | ||||||
Risk-free interest rate (%) | 0.13% | ||||||
Expected dividend yield | 0% | ||||||
Contractual term (years) | 1 year 4 months 9 days | ||||||
Conversion price | [2] | ||||||
Share price (U.S. dollars) | $ 0.05 | ||||||
Convertible notes amount | $ | $ 397 | ||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 115 | ||||||
[1]the conversion price is 85 85 |
SCHEDULE OF FAIR VALUE OF CON_2
SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS (Parenthetical) (Details) | Aug. 13, 2021 |
Loan One [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Conversion price percentage | 85% |
Loan Two [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Conversion price percentage | 85% |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||
Sep. 30, 2022 | Aug. 09, 2022 | Jan. 05, 2022 | Jan. 05, 2022 | Aug. 13, 2021 | Jun. 24, 2021 | Apr. 12, 2021 | Jun. 12, 2020 | Apr. 02, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 15, 2022 | Apr. 19, 2020 | |
Short-Term Debt [Line Items] | |||||||||||||
Fair value of warrants | $ 354,000 | $ 404,000 | $ 255,000 | ||||||||||
Fair value of conversion feature | $ 154,000 | $ 154,000 | 308,000 | 161,000 | $ 93,000 | ||||||||
Short-term debt | $ 670,000 | 82,000 | |||||||||||
Proceeds from convertible loan | $ 350,000 | ||||||||||||
Fair value of the convertible component | $ 51,000 | ||||||||||||
Debt instrument, convertible beneficial conversion feature | $ 162,000 | ||||||||||||
Warrant One [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Fair value of warrants | 115,000 | ||||||||||||
Scenario 2 [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Proceeds from convertible loan | 5,000,000 | ||||||||||||
Fair value of the convertible component | 48,000 | ||||||||||||
Conversion Feature Two [Member] | Scenario 1 [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Fair value of the convertible component | $ 4,000 | ||||||||||||
CL Agreement [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Convertible debt | 9% | ||||||||||||
Notes payable | $ 1,000,000 | $ 170,000 | |||||||||||
Description on agreement terms | the Company under the CL Agreement, the Buyer shall be entitled to receive two types of warrants: A warrants and B warrants, with the A warrants exercisable at any time between 6 and 12 months after issuance for an exercise price per share equal to 1.25 times the average of the closing prices of the 3 trading days preceding the draw down, and the B warrants exercisable at any time between 6 and 24 months after issuance for an exercise price per share equal to 1.5 times the average of the closing prices of the 5 trading days preceding the draw down, and that the number of each of the A warrants and the B warrants issued will be equal to the draw down amount divided by the average of the closing prices of the 3 trading days preceding the draw down, and that these amended terms will apply in respect of all draw downs, including drawdowns made prior to the date of the amendment. | ||||||||||||
Proceeds from investment | $ 5,000,000 | ||||||||||||
Exercise price per share | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | |||||||||
Gain loss on extinguishment of debt | 620,000 | ||||||||||||
Related party costs | $ 361,000 | ||||||||||||
Fair value of warrants | $ 98,000 | ||||||||||||
Debt instrument principal value | $ 1,520,000 | ||||||||||||
Maturity date | Jul. 31, 2023 | ||||||||||||
Conversion price | $ 0.05 | $ 0.05 | $ 0.10 | ||||||||||
Debt instrument, description | the holders of the Outstanding CL Notes to honor draw down notice for balance of remainder of the $1,800 thousands originally committed to under the CL Agreement (i.e., $280 thousands) through March 31, 2022. | ||||||||||||
Debt principal and accrued interest | $ 1,800,000 | ||||||||||||
Convertible debt | $ 1,170,000 | $ 100,000 | |||||||||||
Warrants shares of common stock | 5,589,172 | ||||||||||||
CL Agreement [Member] | Series A Warrant [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Warrants shares of common stock | 8,333,333 | ||||||||||||
CL Agreement [Member] | Series B Warrant [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Warrants shares of common stock | 8,333,333 | ||||||||||||
CL Agreement [Member] | Minimum [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Proceeds from Contributed Capital | $ 5,000,000 | ||||||||||||
CL Agreement [Member] | Warrants B [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Exercise price per share | $ 0.10 | ||||||||||||
Buyer [Member] | CL Agreement [Member] | Notes [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt instrument, periodic payment, principal | $ 1,800,000 | ||||||||||||
Convertible debt | 6% | ||||||||||||
Common stock conversion price percentage | 85% | ||||||||||||
Discount percentage | 15% | ||||||||||||
Debt instrument, maturity date, description | each Note will mature 18 months following the payment date. | ||||||||||||
Citrine 8LP [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Proceeds from loans | $ 350,000 | ||||||||||||
Citrine 8LP [Member] | A Warrant [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Class of warrant or right, outstanding | 10,500,105 | ||||||||||||
Citrine 8LP [Member] | B Warrant [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Class of warrant or right, outstanding | 10,500,105 | ||||||||||||
Citrine 8LP [Member] | Warrant [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Exercise price per share | $ 0.10 | ||||||||||||
Warrants and rights outstanding, maturity date | Dec. 24, 2023 | ||||||||||||
Citrine 9LP [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Convertible debt | 9% | 9% | |||||||||||
Debt instrument principal value | $ 180,000 | $ 180,000 | |||||||||||
Proceeds from Contributed Capital | $ 5,000,000 | ||||||||||||
Citrine 9LP [Member] | A Warrant [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Class of warrant or right, outstanding | 6,666,667 | 6,666,667 | |||||||||||
Citrine 9LP [Member] | B Warrant [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Class of warrant or right, outstanding | 6,666,667 | 6,666,667 | |||||||||||
Citrine 9LP [Member] | Warrant [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Exercise price per share | $ 0.05 | $ 0.05 | |||||||||||
Citrine S A L Hi Tech 7 LP [Member] | Lender [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Convertible debt | 12% | ||||||||||||
Debt instrument principal value | $ 80,000 | ||||||||||||
Maturity date | Dec. 15, 2022 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 12 Months Ended | ||||
Aug. 26, 2022 | Jul. 28, 2022 | Feb. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Share based compensation expenses | $ 787,000 | $ 456,000 | |||
Intelicanna Limited [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Issuance of common stock to service provider, shares | 535,867 | ||||
Consultant [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Share based compensation expenses | $ 13 | ||||
Mutual Agreement [Member] | Consultant [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of restricted common stock, shares | $ 5,000 | ||||
Number of restricted common stock, shares | 600,000 | ||||
Service Agreement [Member] | Consultant [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of restricted common stock, shares | 1,800,000 |
SCHEDULE OF ACCELERATED AND UNV
SCHEDULE OF ACCELERATED AND UNVESTED OPTIONS (Details) | Aug. 09, 2022 shares |
Ora Elharar Soffer [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Accelerated and unvested options | 47,128,400 |
Ilanit Halperin [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Accelerated and unvested options | 18,851,360 |
Ilan Ben Ishay [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Accelerated and unvested options | 18,851,360 |
Doron Birger [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Accelerated and unvested options | 2,356,420 |
David Kretzmer [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Accelerated and unvested options | 2,356,420 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 12 Months Ended | ||
Dec. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Number of Options, Granted | 1,837 | 519 | |
Weighted Average Exercise Price, Granted | $ 0.022 | ||
Employees And Directors [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Number of Options outstanding, beginning balance | 23,628,962 | 46,762 | |
Weighted Average Exercise Price outstanding, beginning balance | $ 0.05 | $ 0.0011 | |
Number of Options, Granted | 98,900,380 | 23,582,200 | |
Weighted Average Exercise Price, Granted | $ 0.021 | $ 0.05 | |
Number of Options, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Number of Options, Forfeited or expired | |||
Weighted Average Exercise Price, Forfeited or expired | |||
Number of Options, outstanding, ending balance | 122,529,342 | 23,628,962 | |
Weighted Average Exercise Price, ending balance | $ 0.026 | $ 0.05 | |
Options exercisable, ending balance | 30,884,971 | ||
Weighted Average Exercise Price, Options exercisable, ending balance | $ 0.043 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.05 | |
Stock options outstanding | 122,529,342 | |
Weighted average remaining contractual life | 2 years 6 months 10 days | |
Stock options vested | 30,884,971 | |
Exercise Price 1 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.0011 | |
Stock options outstanding | 46,762 | |
Weighted average remaining contractual life | 4 years | |
Stock options vested | 46,762 | |
Exercise Price 2 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.02 | |
Stock options outstanding | 42,415,560 | |
Weighted average remaining contractual life | 2 years 7 months 9 days | |
Stock options vested | 3,534,630 | |
Exercise Price 3 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.022 | |
Stock options outstanding | 47,128,400 | |
Weighted average remaining contractual life | 2 years 7 months 9 days | |
Stock options vested | 3,927,367 | |
Exercise Price 4 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.05 | |
Stock options outstanding | 32,938,620 | |
Weighted average remaining contractual life | 4 years 3 days | |
Stock options vested | 23,376,212 |
SCHEDULE OF STOCK OPTIONS VALUA
SCHEDULE OF STOCK OPTIONS VALUATED METHOD (Details) - $ / shares | 12 Months Ended | ||
Dec. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Dividend yield | 0% | 0% | 0% |
Risk-free interest rate, minimum | 0.07% | ||
Risk-free interest rate, maximum | 3.20% | ||
Risk-free interest rate | 1.29% | 1.29% | |
Expected term (years) | 5 years | ||
Volatility, minimum | 164.84% | ||
Volatility, maximum | 174.46% | ||
Volatility | 152.10% | ||
Share price | $ 0.038 | $ 0.025 | |
Exercise price | $ 0.05 | ||
Fair value option | 1,837 | 519 | |
Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected term (years) | 5 years | 5 years | |
Share price | $ 0.015 | ||
Exercise price | $ 0.022 | ||
Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected term (years) | 7 years | ||
Share price | $ 0.020 | ||
Exercise price | $ 0.05 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Aug. 09, 2022 | Jun. 08, 2022 | May 31, 2022 | Dec. 29, 2021 | Aug. 15, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock option exercise price | $ 0.05 | ||||||
Risk-free interest rate (%) | 1.29% | 1.29% | |||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionExpectedVolatilityRate] | 152.10% | ||||||
Expected dividend yield | 0% | 0% | 0% | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years | ||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.022 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 519,000 | ||||||
Weighted average | 1 year 1 month 6 days | ||||||
Share based compensation | $ 787,000 | $ 456,000 | |||||
Award outstanding | $ 128 | ||||||
Share price | $ 0.038 | $ 0.025 | |||||
Options outstanding and exercisable, intrinsic value | $ 128,000 | ||||||
General and Administrative Expense [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock based compensation | 767,000 | $ 456,000 | |||||
Non Vested Option [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share based compensation | $ 1,131 | ||||||
Two Thousand Eighteen Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option to purchase common stock | 2,356,420 | ||||||
Weighted average exercise price, exercised | $ 0.05 | $ 0.05 | |||||
Weighted average | 3 years | ||||||
Shares issued for services | 7,000,000 | ||||||
Two Thousand and Eighteen Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares reserved for issuance | 90,000,000 | ||||||
Weighted average exercise price, exercised | $ 0.02 | ||||||
Weighted average | 3 years | ||||||
Two Thousand and Eighteen Plan [Member] | Common Stock [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares reserved for issuance | 180,000,000 | ||||||
Ilanit Halperin [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option to purchase common stock | 9,425,680 | ||||||
Doron Birger [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option to purchase common stock | 2,365,420 | ||||||
Chief Executive Officer [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Weighted average exercise price, exercised | $ 0.022 | ||||||
Weighted average | 5 years | ||||||
Two Thousand Eighteen Stock Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares reserved for issuance | 90,000,000 | ||||||
Share-Based Payment Arrangement, Option [Member] | Two Thousand Eighteen Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares issued for services | 1,166,667 |
SCHEDULE OF TRANSACTION AND BAL
SCHEDULE OF TRANSACTION AND BALANCE WITH RELATED PARTIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 13, 2021 | |||
Related Party Transaction [Line Items] | ||||||
Research and development expenses | $ 120 | $ 96 | ||||
Financial expenses related to convertible loan | 635 | 1,129 | ||||
Interest on loan | 2 | [1] | ||||
Short term loan granted to others | 15 | |||||
Short term loan | 82 | $ 670 | ||||
Convertible notes | 1,814 | 1,431 | ||||
Current Assets [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Short term loan granted to others | 15 | |||||
Current Liabilities [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Short term loan | 82 | |||||
Convertible notes | 1,431 | |||||
Accounts payable | 120 | 20 | ||||
Accrued compensation | 1,384 | 838 | ||||
Non Current Liabilities [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Convertible notes | 1,814 | |||||
Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Research and development expenses | 105 | $ 74 | ||||
Research and Development Expense [Member] | Directors Compensation And Fees To Officers [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Research and development expenses | 105 | 74 | ||||
General and Administrative Expense [Member] | Directors Compensation And Fees To Officers [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
General and administrative expenses | [1] | 2,184 | 919 | |||
General and Administrative Expense [Member] | Share Based Compensation [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
General and administrative expenses | [1] | 702 | 404 | |||
Financing Expenses [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Financial expenses related to convertible loan | $ 637 | $ 1,129 | ||||
[1]Less than 1 thousand |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) ₪ in Thousands | 5 Months Ended | 12 Months Ended | |||||||||||
Sep. 29, 2021 USD ($) | Aug. 15, 2021 USD ($) | May 31, 2020 USD ($) | May 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 09, 2022 USD ($) | Oct. 08, 2021 USD ($) | Sep. 29, 2021 ILS (₪) | Mar. 31, 2021 USD ($) | Sep. 30, 2020 USD ($) | Feb. 29, 2020 USD ($) | Feb. 28, 2020 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||
Advance to a related party | $ 15,000 | ||||||||||||
Award bonus percentage description | the board determined to award a bonus to the Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management equal to two percent (2%) of any capital raise, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and part of the Company’s operating budget for a minimum period of 18 months. In addition, the Board agreed to a bonus Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management of 2% from operating profits which will become payable upon the fulfillment of certain specified targets that the Board will establish, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and as part of the Company’s operating budget for a minimum period of 18 months | ||||||||||||
Monthly fee for service | $ 2,000 | ||||||||||||
Loan repaid | $ 15,000 | ||||||||||||
Ilan Ben Ishay [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Advance to a related party | $ 3,500,000 | ||||||||||||
Investments | $ 1,800,000 | ||||||||||||
Payments for Rent | $ 2,000 | $ 152,000 | $ 86,000 | ||||||||||
I B O T [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Advance to a related party | ₪ | ₪ 50 | ||||||||||||
Annual interest rate | 12% | ||||||||||||
Discount percentage | 25% | 25% | |||||||||||
Elharar Soffer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Advance to a related party | 20,000 | ||||||||||||
Award bonus percentage description | the board of directors of Cannovation determined to adjust the compensation of the Chairperson (and interim Chief Executive Officer), Ora Elharar Soffer, to $10 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months | ||||||||||||
Ora Elharar Soffer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Investments | $ 1,800,000 | ||||||||||||
Ms Elharar Soffer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Compensation earned | 870,000 | 499,000 | |||||||||||
Ms Halperin [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Advance to a related party | $ 4,000 | $ 4,000 | |||||||||||
Payment of compensation | $ 7,000 | ||||||||||||
Securities | $ 1,800,000 | ||||||||||||
Compensation earned | 303,000 | 171,000 | |||||||||||
Ilanit Halperin [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Advance to a related party | $ 4,000 | ||||||||||||
David Kretzmer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Advance to a related party | $ 2 | $ 7,000 | |||||||||||
Compensation description | the board of directors of Cannovation determined to adjust the compensation of David Kretzmer, a director at Cannovation, to $2 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months | ||||||||||||
Adv DavidKretzmer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Compensation earned | 163,000 | $ 82,000 | |||||||||||
Investment | $ 1,800,000 | ||||||||||||
Mr.DavidKretzmers [Member] | Maximum [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Services fee reduced | 7,000 | ||||||||||||
Mr.DavidKretzmers [Member] | Minimum [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Services fee reduced | $ 1,500 | ||||||||||||
Doron Birger [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Advance to a related party | $ 1,500 | ||||||||||||
Investments | $ 1,800,000 | ||||||||||||
Compensation earned | $ 9,000 |
SCHEDULE OF COMPOSITION OF LOSS
SCHEDULE OF COMPOSITION OF LOSS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total | $ 2,645 | $ 4,516 |
UNITED STATES | ||
Total | 2,211 | 4,172 |
ISRAEL | ||
Total | $ 434 | $ 344 |
SCHEDULE OF RECONCILIATION OF E
SCHEDULE OF RECONCILIATION OF EFFECTIVE TAX RATE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Pretax loss | $ 2,645 | $ 4,516 |
U.S. federal income tax rate | 21% | 21% |
Income tax benefit computed at the applicable tax rate | $ (555) | $ (948) |
Non-deductible expenses | 1 | 2 |
Effect of differences in corporate income tax rates | (6) | (6) |
Change in valuation allowance | 474 | 730 |
Total income tax |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Operating loss carry forwards | $ 2,553 | $ 2,349 | |
Share based compensation | 290 | 129 | |
Convertible component in convertible notes | 33 | ||
Accrued compensation | 253 | 174 | |
Total deferred tax assets | 3,129 | 2,652 | |
Convertible notes | (45) | (42) | |
Total deferred tax liabilities | (45) | (42) | |
Valuation allowance | (3,084) | (2,610) | $ (1,880) |
Total deferred tax assets |
SCHEDULE OF ROLL FORWARD OF VAL
SCHEDULE OF ROLL FORWARD OF VALUATION ALLOWANCE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Balance | $ 2,610 | $ 1,880 |
Additional paid in capital | (86) | (222) |
Income tax expense | 560 | 952 |
Balance | $ 3,084 | $ 2,610 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 351 | $ 351 |
Operating loss carryforwards, limitations on use | expire between the years 2036 and 2037, and the remainder has no expiration date | |
Corporate Tax Rate [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Corporate tax rate | 23% | |
Israel Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 12,096 | $ 11,157 |
Statutory Rate [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Corporate tax rate | 21% |
SCHEDULE OF BASIC AND DILUTED L
SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Earnings Per Share [Abstract] | |||
Weighted Average Number of shares outstanding basic | 942,963,225 | 942,568,006 | |
Antidilutive securities excluded from computation of earnings per share amount | [1] | 30,884,971 | 15,672,670 |
[1]The effect of the inclusion of options and convertible loans in 2022 and 2021 is anti-dilutive. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Mar. 31, 2023 shares | Mar. 16, 2023 | Mar. 07, 2023 USD ($) shares | Mar. 06, 2023 USD ($) | Mar. 06, 2023 USD ($) | Mar. 06, 2023 ILS (₪) | Jan. 30, 2023 USD ($) | Aug. 09, 2022 USD ($) | Jul. 15, 2022 USD ($) |
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 857,000 | $ 857,000 | ₪ 3,000,000 | ||||||
Line of Credit Facility, Interest Rate During Period | 1.70% | ||||||||
Subsequent Event [Member] | Lender [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of stock issued | shares | 2,154,677 | ||||||||
Subsequent Event [Member] | Consultant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of stock issued | shares | 1,077,339 | ||||||||
Subsequent Event [Member] | Ms Elharar Soffer [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Agreement description | The amendment provides for the following: (i) the monthly consulting to which Ms. Elharar Soffer is entitled will increase from $20,000 to $25,000 plus VAT upon a listing of the Company’s stock on the Nasdaq Stock Market, retroactive to January 1, 2023, (ii) the terms contained in her original agreement and all other terms and awards previously approved by the Company’s board relating to her, including payment of her monthly fee and reimbursement of social benefits payments made by Mr Elharar Soffer, shall continue in full force and effect so long as Ms. Elharar Soffer serves as either director and /or executive officer, (iii) all previous awards and bonuses previously made to her were affirmed and (i) Ms. Elharar Soffer has agreed to defer compensation due to her until such time as the Company shall have consummated an investment of at least $1.8 million in the Company’s securities, at which time outstanding amounts due her under the agreement would be paid to her. The amendment also provides that the committee of the Board that will be responsible for setting the compensation terms of senior management shall prepare and present for approval a compensation program for the Consultant that takes into consideration Ms. Elharar Soffer’s role in founding and leading the Company and that such compensation package shall be competitive with compensation programs for top senior executives/founders generally available in the market and which will include, among other things, appropriate bonuses, severance payments and other amenities generally made available in the market to senior executive and that Ms. Elharar Soffer shall receive the most extensive of such compensation terms amongst senior management. | ||||||||
Subsequent Event [Member] | MsIlanit Halperin [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Agreement description | The amendment provides for the following: (i) the monthly consulting to which Ms Ilanit Halperin, is entitled will increase from $7,000 to $10,000 plus VAT upon a listing of the Company’s stock on the Nasdaq Stock Market, retroactive to January 1, 2023, (ii) the terms contained in her original agreement and all other terms and awards previously approved by the Company’s board relating to her, including payment of her monthly fee and reimbursement of social benefits payments made by M.s Halperin, shall continue in full force and effect so long as Ms. Halperin serves as either director and /or executive officer, (iii) all previous awards and bonuses previously made to her were affirmed and (i) Ms. Halperin has agreed to defer compensation due to her until such time as the Company shall have consummated an investment of at least $1.8 million in the Company’s securities, at which time outstanding amounts due her under the agreement would be paid to her. In addition, the Company undertakes that the committee of the Board that will be responsible for setting the compensation terms of senior management shall prepare and present for approval a compensation program for Ms. Halperin that shall be competitive with compensation programs for senior executives generally available in the market and which will include, among other things, appropriate bonuses, severance payments and other amenities generally made available in the market to senior executives. | ||||||||
Subsequent Event [Member] | Cannavotion And S R Accord Ltd [Member] | Line of Credit [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 857,000 | $ 857,000 | ₪ 3,000,000 | ||||||
Line of Credit Facility, Interest Rate During Period | 1.70% | ||||||||
Line of credit, utilized amount | $ 50,000 | $ 50,000 | $ 50,000 | ||||||
Line of credit facility, description | As security for any loans under the Credit Facility, Cannovation granted Lender a first priority lien on its rights to the 125,000 sq ft (11,687 sq meters) of industrial land in Yerucham, a city in southern Israel which Cannovation acquired in February of 2022(the “Premises”) to build the Green Vision Center Israel with the support of the government of Israel | ||||||||
CL Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible loans | $ 1,170,000 | $ 100,000 | |||||||
CL Agreement [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible loans | $ 1,800,000 | ||||||||
CL Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible loans | $ 80,000 |