Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 28, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-54785 | ||
Entity Registrant Name | GLUCOTRACK, INC. | ||
Entity Central Index Key | 0001506983 | ||
Entity Tax Identification Number | 98-0668934 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 301 Route 17 North | ||
Entity Address, Address Line Two | Suite 800 | ||
Entity Address, City or Town | Rutherford | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07070 | ||
City Area Code | (201) | ||
Local Phone Number | 842-7715 | ||
Title of 12(b) Security | Common Stock, par value $0.001 | ||
Trading Symbol | GCTK | ||
Security Exchange Name | NASDAQ | ||
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 | $ 5,362,999 | ||
Entity Common Stock, Shares Outstanding | 26,756,369 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 1375 | ||
Auditor Name | FAHN KANNE & CO. GRANT THORNTON ISRAEL | ||
Auditor Location | Tel-Aviv, Israel |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents (Note 2D) | $ 4,492 | $ 2,312 |
Other current assets | 376 | 67 |
Total current assets | 4,868 | 2,379 |
Property and equipment, net | 27 | 40 |
Restricted cash (Note 2D) | 10 | 19 |
TOTAL ASSETS | 4,905 | 2,438 |
Current Liabilities | ||
Accounts payable | 839 | 672 |
Other current liabilities | 673 | 341 |
Total current liabilities | 1,512 | 1,013 |
Non-current Liabilities | ||
Loans from stockholders (Note 3) | 196 | 195 |
Total liabilities | 1,708 | 1,208 |
Commitments and contingent liabilities (Note 4) | ||
Stockholders’ Equity (Note 5) | ||
Common Stock of $ 0.001 par value (“Common Stock”): 500,000,000 shares authorized as of December 31, 2023 and 2022; 20,892,193 and 15,500,730 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 20 | 15 |
Additional paid-in capital | 112,966 | 103,095 |
Receipts on account of shares | 48 | 4 |
Accumulated other comprehensive income | 16 | 17 |
Accumulated deficit | (109,853) | (101,901) |
Total stockholders’ equity | 3,197 | 1,230 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 4,905 | $ 2,438 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 20,892,193 | 15,500,730 |
Common stock, shares outstanding | 20,892,193 | 15,500,730 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Research and development expenses (Note 6) | $ 4,704 | $ 1,967 |
Marketing expenses | 122 | |
General and administrative expenses (Note 7) | 2,278 | 2,465 |
Total operating expenses | 7,104 | 4,432 |
Operating loss | 7,104 | 4,432 |
Other expense | 14 | |
Finance income, net | (7) | (11) |
Loss for the year | 7,097 | 4,435 |
Other comprehensive loss (income): | ||
Foreign currency translation adjustment | 1 | (23) |
Comprehensive loss for the year | $ 7,098 | $ 4,412 |
Basic loss per share | $ 0.38 | $ 0.29 |
Diluted loss per share | $ 0.38 | $ 0.29 |
Weighted average number of common stock outstanding used in computing basic net loss per share | 20,760,266 | 15,474,600 |
Weighted average number of common stock outstanding used in computing diluted net loss per share | 20,760,266 | 15,474,600 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Receipts on Account of Shares [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total | |
Balance at Dec. 31, 2021 | $ 15 | $ 102,612 | $ (6) | $ (97,466) | $ 5,155 | ||
Balance, shares at Dec. 31, 2021 | 15,470,402 | ||||||
Loss for the year | (4,435) | (4,435) | |||||
Other comprehensive loss | 23 | 23 | |||||
Stock-based compensation | [1] | 439 | 439 | ||||
Stock-based compensation, shares | 13,105 | ||||||
Issuance of restricted shares as compensation towards directors | [1] | 44 | 4 | 48 | |||
Issuance of restricted shares as compensation towards directors, shares | 17,223 | ||||||
Balance at Dec. 31, 2022 | $ 15 | 103,095 | 4 | 17 | (101,901) | 1,230 | |
Balance, shares at Dec. 31, 2022 | 15,500,730 | ||||||
Loss for the year | (7,097) | (7,097) | |||||
Other comprehensive loss | (1) | (1) | |||||
Stock-based compensation | 281 | 281 | |||||
Issuance of restricted shares as compensation towards directors | [1] | 10 | 44 | 54 | |||
Issuance of restricted shares as compensation towards directors, shares | 14,991 | ||||||
Net proceeds received from underwritten U.S. public offering | $ 5 | 8,725 | 8,730 | ||||
Net proceeds received from underwritten U.S. public offering, shares | 5,376,472 | ||||||
Deemed dividend resulted from trigger of down round protection feature of certain warrants granted | 855 | (855) | |||||
Balance at Dec. 31, 2023 | $ 20 | $ 112,966 | $ 48 | $ 16 | $ (109,853) | $ 3,197 | |
Balance, shares at Dec. 31, 2023 | 20,892,193 | ||||||
[1]Less than 1. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Loss for the year | $ (7,097,000) | $ (4,435,000) |
Adjustments to reconcile loss for the year to net cash used in operating activities: | ||
Depreciation | 13,000 | 23,000 |
Capital loss from sale of property and equipment | 1,000 | |
Stock-based compensation | 281,000 | 439,000 |
Issuance of restricted shares as compensation to directors | 54,000 | 48,000 |
Linkage difference on principal of loans from stockholders | 1,000 | 11,000 |
Changes in assets and liabilities: | ||
Increase in other current assets | (309,000) | (28,000) |
Increase in accounts payable | 167,000 | 74,000 |
Increase (Decrease) in other current liabilities | 332,000 | 138,000 |
Net cash used in operating activities | (6,558,000) | (3,729,000) |
Cash flows from investment activities: | ||
Proceeds from sale of property and equipment | 2,000 | |
Purchase of property and equipment | (1,000) | |
Net cash provided by investment activities | 1,000 | |
Cash flows from financing activities | ||
Net proceeds received from underwritten U.S. public offering (Note 5B) | 8,730,000 | |
Net cash provided by financing activities | 8,730,000 | |
Effect of exchange rate changes on cash and cash equivalents | (1,000) | (54,000) |
Change in cash, cash equivalents, and restricted cash | 2,171,000 | (3,782,000) |
Cash, cash equivalents, and restricted cash at beginning of the year | 2,331,000 | 6,113,000 |
Cash, cash equivalents, and restricted cash at end of the year | $ 4,502,000 | $ 2,331,000 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 – GENERAL A. GlucoTrack Inc. (the “Company”) was incorporated on May 18, 2010 under the laws of the State of Delaware. The Company is a medical device company, focuses on the design, development and commercialization of diabetes technology devices for use by people with diabetes. On October 07, 2022, the Company entered into an agreement with its Chief Executive Officer under which intellectual property was purchased to be used for newly acquired continuous glucose monitoring (“CGM”) technology which is a multi-year implantable CGM targeting Type 1 patients and Type 2 patients on insulin therapy. The technology is in a feasibility assessment phase using bench testing and simulated data. Upon success, the project will migrate into development of a prototype implantable system for evaluation in animal studies. The goal of the implantable CGM technology is to provide a minimum of two years of CGM data without requiring the patient to have a wearable device, unlike current technology available in the market (see also Note 4B below). On November 13, 2023, the Company shifted its strategic focus from non-invasive point-in-time glucose monitoring to CGM technology. The Company and Integrity Israel are considered collectively as the “Company.” B. Going concern uncertainty To date, the Company had not yet commercialized the Glucotrack CBGM product. Further development and commercialization efforts are expected to require substantial additional expenditures. Therefore, the Company is dependent upon external sources for financing its operations. As of December 31, 2023, the Company has incurred accumulated deficit of $ 109,853 4,492 Management has considered the significance of such conditions in relation to the Company’s ability to meet its current obligations and to achieve its business targets and determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. During the year ended December 31, 2023, the Company raised net proceeds of $ 8,730 The Company plans to finance its operations through the sale of equity and/or debt securities (including shelf registration statement on Form S-3 that was declared effective on September 27, 2021 by the Securities and Exchange Commission (SEC) and which allows the Company to register up to $ 90,000 The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). A. Use of estimates in the preparation of financial statements The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reported periods. Actual results could differ from those estimates. Management believes that there are no critical accounting estimates in these financial statements. B. Functional currency The functional currency of the Company is the US dollar, which is the currency of the primary economic environment in which it operates. In accordance with ASC 830, “Foreign Currency Matters” (ASC 830), balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions are carried as financing income or expenses. The functional currency of Integrity Israel is the New Israeli Shekel (“NIS”) and its financial statements are included in consolidation, based on translation into US dollars. Accordingly, assets and liabilities were translated from NIS to US dollars using year-end exchange rates, and expense items were translated at average exchange rates during the year. Gains or losses resulting from translation adjustments are reflected in stockholders’ equity, under “accumulated other comprehensive income”. SCHEDULE OF OFFICIAL EXCHANGE RATE 2023 2022 Official exchange rate of NIS 1 to US dollar 0.272 0.298 Decrease of the official exchange rate of NIS 1 to US dollar during the year: (8.86 )% (3.72 )% C. Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany balances and transactions have been eliminated in consolidation. D. Cash and cash equivalents and restricted cash The Company considers all short-term investments, which are highly liquid investments with original maturities of three months or less at the date of purchase, to be cash equivalents. Restricted cash is invested in certificates of deposit, which are used to secure Integrity Israel’s obligations in respect of its credit card. For presentation of statement of cash flows purposes, restrict cash balances are included with cash and cash equivalents, when reconciling the reported period total amounts. SCHEDULE OF RESTRICT CASH BALANCES ARE INCLUDED WITH CASH AND CASH EQUIVALENTS 2023 2022 In thousands of US dollars December 31, December 31, 2023 2022 Cash and cash equivalents $ 4,492 $ 2,312 Restricted cash $ 10 $ 19 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 4,502 $ 2,331 E. Property 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 carrying value 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 PROPERTY AND EQUIPMENT, RATES OF DEPRECIATION Years Computers 3 Furniture and office equipment 7 15 F. Impairment of long-lived assets The Group’s long-lived assets are reviewed for impairment in accordance with ASC 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 asset is 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. To date the Group did not incur any material impairment losses related to long lived assets. G. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed 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 uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal 2023 and 2022 financial statements and did not recognize any liability with respect to unrecognized tax position in its balance sheet. H. Research and development expenses Research and development expenses are charged to operations and comprehensive loss, as incurred. I. Royalty-bearing grants Royalty-bearing grants from the Israeli Innovation Authority (IIA) to fund approved research and development projects are recognized at the time Integrity Israel is entitled to such grants, on the basis of the costs incurred and reduce research and development costs. To date, the cumulative research and development grants received by Integrity Israel from IIA amounted to $ 93 J. Basic and diluted loss per share Basic loss per share is computed by dividing the loss for the period applicable (after considering the effect of deemed dividend related to trigger of down round protection feature) for Common Stockholders and the holders of the pre-funded warrants dividend by the weighted average number of shares of Common Stock outstanding and shares of Common Stock to be issued upon achievement of first performance milestone (see Note 4A below) and upon In computing, diluted loss per share, basic earnings per share are adjusted to reflect the potential dilution that could occur upon the exercise of options or warrants issued or granted using the “treasury stock method”, if the effect of each of such financial instruments is dilutive. In computing diluted loss per share, the average stock price for the period is used in determining the number of Common Stock assumed to be purchased from the proceeds to be received from the exercise of stock options or stock warrants. Shares that will be issued upon exercise of all stock options and stock warrants, have been excluded from the calculation of the diluted net loss per share for all the reported periods for which net loss was reported because the effect of the common shares issuable as a result of the exercise or conversion of these instruments was anti-dilutive SCHEDULE OF ANTIDILUTIVE NET LOSS AND WEIGHTED AVERAGE 2023 2022 In thousands of US dollars (except share data) Year ended December 31, 2023 2022 Numerator: Net loss $ 7,097 $ 4,435 Deemed dividend related to trigger of down round protection feature (see Note 5C3 below) 855 - Net loss attributable to common stockholders $ 7,952 $ 4,435 Denominator: Shares of Common Stock used in computing basic and diluted net loss per common stock 19,313,063 15,474,600 Shares of Common Stock to be issued upon exercise of pre-funded warrants (see Note 5B below) 1,397,066 - Shares of Common Stock to be issued upon achievement of first performance milestone (see Note 4B below) 50,137 - Weighted average number of Common Stock outstanding used in computing basic and diluted net loss per share 20,760,266 15,474,600 Basic and diluted net loss per common stock $ 0.38 $ 0.29 K. Stock-based compensation The Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the consolidated statement of operations and comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. Since January 1, 2019, share-based payments to non-employees are accounted in accordance with ASC 718. L. Fair value of financial instruments ASC Topic 825-10, “Financial Instruments” defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash and cash equivalents, restricted cash, accounts receivable, other current assets, accounts payable and other current liabilities balances, to approximate their fair values due to the short-term maturities of such financial instruments. ASC Topic 825-10, establishes the following fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2 - Observable prices that are based on inputs not quoted on active markets but corroborated by market data. Level 3 - Unobservable inputs are used when little or no market data is available. Level 3 inputs are considered as the lowest priority under the fair value hierarchy. The fair value of the financial instruments included in the working capital of the Company (cash and cash equivalents, accounts payable and other current assets and liabilities) approximates their carrying value. The Company did not estimate the fair value of the loans received from stockholders since their repayment schedule has not yet been determined. M. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and restricted cash. Cash and cash equivalents and restricted cash are deposited with a major bank in the United States. Management believes that such financial institutions are financially sound, 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. N. 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. O. Warrants with down-round protection The Company disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification in accordance with the provisions of ASU 2017-11, “Earnings Per Share” (ASU 2017-11). Based on its evaluation, management has determined that such warrants with down-round protection feature are eligible for equity classification. Accordantly, upon the occurrence of an event that triggers a down round protection feature (i.e., when the exercise price of the warrants is adjusted downward because of the down round feature), the effect is accounted for as a deemed dividend and as a reduction of income available to common shareholders for purposes of basic earnings per share calculation. See also Note 2K above. P. Modification of equity-classified contracts The modification or exchange of equity-classified contracts, such as warrants that were classified as equity before the modification or exchange and remained eligible for equity classification after the modification, is accounted for in a similar manner to a modification of stock-based compensation. Accordingly, the incremental fair value from the modification or exchange (the change in the fair value of the instrument before and after the modification or exchange) is recognized as a reduction of retained earnings of increase of accumulated deficit as a deemed dividend. Modifications or exchanges that result in a decrease in the fair value of an equity-classified share-based payment awards are not recognized. In addition, the amount of the deemed dividend is also recognized as an adjustment to earnings available to common shareholders for purposes of calculating earnings per share. Q. Recently issued accounting pronouncements, not yet adopted 1. In November 2023, the Financial Standards Accounting Board (FASB) issued Accounting Standards Update (ASU) 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company’s annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on the consolidated financial statement disclosures. 2. In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topics 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically relating to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on the consolidated financial statement disclosures. |
LOANS FROM STOCKHOLDERS
LOANS FROM STOCKHOLDERS | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LOANS FROM STOCKHOLDERS | NOTE 3 LOANS FROM STOCKHOLDERS During the years 2003-2004, Integrity Israel received loans from stockholders (four separate lenders) in a total amount of approximately $ 400 196 The Company will be required to pay the loans, in quarterly installments, commencing on the first quarter following the first fiscal year in which the Company reports net profit in its annual report. At such time, the Company will be required to make quarterly payments equal to 10 As of December 31, 2023, the Company does not expect to make any material repayments during the following 12-month period, if any, and accordingly the entire remaining balance of the loans from stockholders have been presented as non-current liability. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 4 – COMMITMENTS AND CONTINGENT LIABILITIES A. On March 4, 2004, the IIA provided Integrity Israel with a grant of approximately $ 93 420 3 5 93 73 B. On October 7, 2022 (“the Closing Date”), the Company entered into Intellectual Property Purchase Agreement (the “Agreement”) with Paul Goode, which is the Company’s Chief Executive Officer (the “Seller”), under which it was agreed that on and subject to the terms and conditions of the Agreement, at the Closing Date, Seller shall sell, assign, transfer, convey and deliver to the Company, all of Seller’s right, title and interest in and to the following assets, properties and rights (collectively, the “Purchased Assets”): (a) All rights, title, interests in all current and future intellectual property, including, but not limited to patents, trademarks, trade secrets, industry know-how and other IP rights relating to an implantable continuous glucose sensor (collectively, the “Conveyed Intellectual Property”); and (b) All the goodwill relating to the Purchased Assets. In consideration for the sale by Seller of the Purchased Assets to the Company, at the Closing Date, the Company paid to Seller cash in the amount of one dollar and obligated to issue up to 1,000,000 1,000,000 1.5 1.5 When the Company acquires net assets that do not constitute a business, as defined under ASU 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business (such when there is no substantive process in the acquired entity) the transaction is accounted for as asset acquisition and no goodwill is recognized. The acquired In-Process Research and Development intangible asset (“IPR&D”) to be used in research and development projects which have been determined not to have alternative future use, is expensed immediately. At the Closing Date, it was determined that the asset acquisition represent the purchase of IPR&D with no alternative future use. However, the achievement of each of the performance milestones is considered as contingent event outside the Company’s control and thus the contingent consideration which is equal to the fair value of the Purchase Price as measured at the Closing Date will be recognized when it becomes probable that each target will be achieved within the reasonable period of time. Such additional contingent consideration will be recognized in subsequent periods if and when the contingency (the achievement of targets) is resolved, or when it will be considered as reasonably estimable under ASC 450, Contingencies. In the middle of June 2023, the Company achieved the first performance milestone out of the five performance milestones outlined in the Agreement executed between the Company and the Seller as of the Closing Date. As a result, upon the date of fulfillment of the performance first milestone the Company was committed to issue 100,000 131 30.4 |
COMMON STOCK AND WARRANTS WITH-
COMMON STOCK AND WARRANTS WITH-DOWN ROUND PROTECTION | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
COMMON STOCK AND WARRANTS WITH-DOWN ROUND PROTECTION | NOTE 5 – COMMON STOCK AND WARRANTS WITH-DOWN ROUND PROTECTION A. Description of the rights attached to the Common Stock Each share of Common Stock entitles the holder to one vote, either in person or by proxy, on each matter submitted to the approval of the Company’s stockholders. The holders of Common Stock are not permitted to vote their shares cumulatively. B. Completion of underwritten U.S. public offering On April 13, 2023, the Company completed an underwritten public offering under which the Company received gross proceeds of approximately $ 10 million for issuance of (i) 5,376,472 1,976,470 1.36 0.001 Upon satisfaction of customary closing conditions, the closing date of the above underwritten public offering was April 17, 2023 (the “Closing Date”). The Company received substantially all the pre-funded warrant’s proceeds upfront (without any conditions) as part of the pre-funded warrant’s purchase price and in return the Company is obligated to issue fixed number of 1,976,470 Total incremental and direct issuance costs amounted to $ 1,270 thousand. These expenses were deducted from additional paid-in capital as they were allocated to shares of Common Stock and pre-funded warrants. On January 3, 2024, the above pre-funded warrants have been fully exercised to 1,976,470 C. Stock-based compensation 1. Plan On January 11, 2010, the Company’s Board of Directors approved and adopted the 2010 Share Incentive Plan (the “Plan”), pursuant to which the Company’s Board of Directors may award share options to purchase the Company’s Common Stock as well as restricted shares, Restricted Stock Units (the “RSU”) and other share-based awards to designated participants. Subject to the terms and conditions of the Plan, the Company’s Board of Directors has full authority in its discretion, from time to time and at any time, to determine (i) the designate participants; (ii) the terms and provisions of the respective award agreements, including, but not limited to, the number of share options to be granted to each optionee, the number of shares to be covered by each share option, provisions concerning the time and the extent to which the share options may be exercised and the nature and duration of restrictions as to the transferability or restrictions constituting substantial risk of forfeiture and to cancel or suspend awards, as necessary; (iii) determine the fair market value of the shares covered by each award; (iv) make an election as to the type of approved 102 Option under Israeli tax law; (v) designate the type of share options; (vi) take any measures, and to take actions, as deemed necessary or advisable for the administration and implementation of the Plan; (vii) interpret the provisions of the Plan and to amend from time to time the terms of the Plan 2. Grant of equity awards to employees A. In October 2022, the Company granted Mr. Mark Tapsak, the Vice President, Sensor Science of the Company, 115,857 22 5.2 3 B. In August 2023, the Company granted Mrs. Drinda Benjamin, the Vice President, Marketing of the Company, 222,016 51 1.36 3 C . During the years ended December 31, 2023 and 2022, the Company recorded stock-based compensation expenses of $ 281 439 D . The following table presents the Company’s stock options (excluding RSU) activity for employees and members of the Board of Directors of the Company under the Plan, for the years ended December 31, 2023 and 2022: SCHEDULE OF SHARE OPTION ACTIVITY FOR EMPLOYEES AND MEMBERS Number of Share Options Weighted Average Exercise Price Weighted average remaining contractual life Intrinsic value $ (years) $ Outstanding as of December 31, 2021 620,053 8.0 3.0 - Granted 115,857 5.2 2.7 - Forfeited or expired (26,923 ) 64.5 1.7 - Outstanding as of December 31, 2022 735,910 7.6 2.1 - Exercisable as of December 31, 2022 245,535 12.4 2.6 - Number of Share Options Weighted Average Exercise Price Weighted average remaining contractual life Intrinsic value $ (years) $ Outstanding as of December 31, 2022 735,910 7.6 2.1 - Granted 222,016 1.4 9.7 - Forfeited or expired (26,923 ) 64.5 1.7 - Outstanding as of December 31, 2023 931,003 4.5 8.0 - Exercisable as of December 31, 2023 500,984 5.6 7.9 - The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the deemed fair value of the Company’s Ordinary Shares on the last day of each of the applicable reported period and the exercise price, multiplied by the number of in-the-money share options) that would have been received by the share option holders had all share options holders exercised their share options on December 31 of each of the reported period. This amount is impacted by the changes in the fair market value of the Company’s Ordinary Share. E . During the years ended December 31, 2023 and 2022, stock options have not been exercised into Common Stock. F . The following table presents the assumptions used to estimate the fair values of the share options granted in the reported periods presented: SCHEDULE OF ASSUMPTIONS USED TO VALUE OPTIONS Years ended December 31 2023 2022 Volatility (%) 220 % 72.15 % Risk-free interest rate (%) 4.7 % 2.5 % Dividend yield (%) - - Expected life (years) 3 3 Exercise price ($) 1.4 5.2 Share price ($) 0.3 1.9 G . As of December 31, 2023, there was $ 83 1.9 3. Grant of equity awards to non-employees A. In connection with 2017 Offering, the Company has issued to Andrew Garrett Inc, who served as a placement agent in fundraising transaction (a) 5 4,068,498 3.35 5 8,331 23.4 5 8,331 46.8 5 8,331 70.2 In connection with February 2020 Offering, the Company has issued to the Andrew Garrett Inc, who served as a placement agent a 5 288,462 5.2 B . On September 12, 2022, the Company signed on Advisory agreement with Andrew Garrett Inc, under which the Company agreed to extend the exercise through July 1, 2026, for all warrants issued pursuant to the Exchange Agreement dated December 31, 2018. The Company accounted for the extension of the warrants exercise period pursuant to ASC 718 as a modification. Accordingly, additional compensation of $ 56 C. Upon closing of underwritten U.S. public offering as noted in Note 5B above, a down round protection feature of all the above warrants, was triggered through the reduction of their original exercise prices from a price in a range of $ 3.35 70.2 1.36 855 D. For more information regarding the exchange of the above warrants to share of the Company’s Common Stock, see also Note 10A below. The total compensation cost related to all of the Company’s equity-based awards recognized during the years ended December 31, 2023 and 2022 was comprised as follows: SCHEDULE OF TOTAL COMPENSATION COST EQUITY BASED AWARDS Research and Development December 31, 2023 December 31, 2022 In thousands of US dollars December 31, 2023 December 31, 2022 Research and development 176 92 General and administrative 159 395 Total compensation cost 335 487 |
RESEARCH AND DEVELOPMENT EXPENS
RESEARCH AND DEVELOPMENT EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES | NOTE 6 – RESEARCH AND DEVELOPMENT EXPENSES SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES Research and Development December 31, 2023 December 31, 2022 In thousands of US dollars Research and Development December 31, 2023 December 31, 2022 Salaries and related expenses 930 749 Professional fees 3,709 1,124 Depreciation 10 20 Vehicle maintenance - 12 Other 55 62 Total Research and Development Expense 4,704 1,967 |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
General And Administrative Expenses | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 7 – GENERAL AND ADMINISTRATIVE EXPENSES SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES General and Administrative December 31, 2023 December 31, 2022 In thousands of US dollars General and Administrative December 31, 2023 December 31, 2022 Salaries and related expenses 340 617 Professional fees (including directors’ fee) 1,527 1,281 Vehicle maintenance - 8 Depreciation 3 3 Insurance 336 457 Other 72 99 Total general and administrative expenses 2,278 2,465 GLUCOTRACK INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.) |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 8 – INCOME TAX A. Measurement of results for tax purposes under the Israeli Income Tax (Inflationary Adjustments) Law, 1985 (the “Inflationary Adjustment Law”) Commencing January 1, 2008, the results of operations of Integrity Israel for tax purposes have been measured on a nominal basis. B. Tax assessments For federal, state and local income tax purposes the Company remains open for examination by the tax authorities for the tax years from 2019 through 2022 under the general statute of limitations. Notwithstanding, pursuant and subject to the provisions of article 145 of the Income Tax Ordinance, Integrity Israel’s tax returns that were filed with the tax authority up to and including 2018 are considered final. C. Loss for the years ended December 31, 2023 and 2022 consists of the following: SCHEDULE OF INCOME TAX LOSS FOR THE YEAR 2023 2022 Year ended December 31 2023 2022 Domestic $ 6,945 $ 3,528 Foreign entity (Integrity Israel) 152 907 Total loss for the year 7,097 4,435 D. Net Operating Losses (NOL) carryforward As of December 31, 2023, the Company had cumulative Net Operating Losses (NOL) carry forward for US federal purposes of approximately $ 17 38.4 E. For the years ended December 31, 2023 and 2022, the main reconciling item is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward and other permanent and temporary differences due to the uncertainty of the realization of such deferred taxes. F. Deferred taxes result principally from temporary differences in the recognition of certain revenue and expense items for financial and income tax reporting purposes. Significant components of the Company’s future tax assets are as follows: SCHEDULE OF DEFERRED TAX ASSETS Composition of deferred tax assets: 2023 2022 As of December 31 Composition of deferred tax assets: 2023 2022 Vacation accrual 66 - Research and development credits 1,033 174 Net operating losses carry forwards 12,368 11,805 Net deferred tax asset before deferred tax liabilities and valuation allowance 13,467 11,979 Valuation allowance (13,467 ) (11,979 ) Net deferred tax assets - - |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 9 – RELATED PARTIES A. For more information regarding warrants granted to Andrew Garrett, Inc. as placement agent and two parties associated with, including modification of terms and triggering of down round protection feature, see Note 5C3 above and Note 10 below. B. For more information regarding the intellectual property purchase agreement from the company’s CEO - See Note 4B above. C. For more information regarding the loans received from certain Stockholders - See Note 3 above. D. Tapsak Enterprises LLC, dba Virginia Analytical On October 25, 2022, the Company entered into agreement with Tapsak Enterprises LLC dba Virginia Analytical, which fully owned by Mark Tapsak, who serves as the Vice President of Sensor Science of the Company, under which, Tapsak Enterprises LLC dba Virginia Analytical, is providing laboratory space, equipment and materials to support the Company sensor development activities. During the years ended December 31, 2023 and 2022, a total amount of $ 162 76 For more information regarding execution of lease agreement with Tapsak Enterprises LLC dba Virginia Analytical, see Note 10B below. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 SUBSEQUENT EVENTS A. Exchange Agreement On February 13, 2024, the Company entered into an Exchange Agreement with certain shareholders (the “Holders”), pursuant to which the Company and the Holders agreed to replace (the “Exchange”) warrants exercisable to common shares (the “Warrants”) owned by the Holders in exchange for shares of Common Stock to be issued by the Company. On February 13, 2024, the Company closed the Exchange and issued to the Holders on February 15, 2024 an aggregate of 3,593,203 4,381,953 It was also agreed that the Holders will not, during the period (“Lock-Up Period”) (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares of, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Shares or such other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to, the registration of any Shares or any security convertible into or exercisable or exchangeable for shares of common stock, or (iv) publicly announce an intention to effect any transaction specific in clause (i), (ii) or (iii) above, provided however that the Holder, during the Lock-Up Period, may (a) sell or contract to sell Shares at a price higher than $0.50 per Share on any trading day up to 10% of the daily volume of Shares or (b) sell or contract to sell Shares at a price higher than $0.80 per Share on any trading day with no limitation on volume The Lock-Up Period shall expire at the earliest of (i) 365 days after the date hereof or (ii) until the Shares trade above $ 1.00 B. Lease Agreement On February 19, 2024, the Company entered into Lease Agreement (the “Agreement”) with Tapsak Enterprises LLC dba Virginia Analytical (the “Landlord”) under which it was agreed that the Company will lease from the Landlord a premises located in Front Royal, Virginia area for a monthly rental fee of $ 2.5 3 2.5 In addition, the Company has an option to renew the Lease Period for another two additional periods of 3 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of estimates in the preparation of financial statements | A. Use of estimates in the preparation of financial statements The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reported periods. Actual results could differ from those estimates. Management believes that there are no critical accounting estimates in these financial statements. |
Functional currency | B. Functional currency The functional currency of the Company is the US dollar, which is the currency of the primary economic environment in which it operates. In accordance with ASC 830, “Foreign Currency Matters” (ASC 830), balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions are carried as financing income or expenses. The functional currency of Integrity Israel is the New Israeli Shekel (“NIS”) and its financial statements are included in consolidation, based on translation into US dollars. Accordingly, assets and liabilities were translated from NIS to US dollars using year-end exchange rates, and expense items were translated at average exchange rates during the year. Gains or losses resulting from translation adjustments are reflected in stockholders’ equity, under “accumulated other comprehensive income”. SCHEDULE OF OFFICIAL EXCHANGE RATE 2023 2022 Official exchange rate of NIS 1 to US dollar 0.272 0.298 Decrease of the official exchange rate of NIS 1 to US dollar during the year: (8.86 )% (3.72 )% |
Principles of consolidation | C. Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany balances and transactions have been eliminated in consolidation. |
Cash and cash equivalents and restricted cash | D. Cash and cash equivalents and restricted cash The Company considers all short-term investments, which are highly liquid investments with original maturities of three months or less at the date of purchase, to be cash equivalents. Restricted cash is invested in certificates of deposit, which are used to secure Integrity Israel’s obligations in respect of its credit card. For presentation of statement of cash flows purposes, restrict cash balances are included with cash and cash equivalents, when reconciling the reported period total amounts. SCHEDULE OF RESTRICT CASH BALANCES ARE INCLUDED WITH CASH AND CASH EQUIVALENTS 2023 2022 In thousands of US dollars December 31, December 31, 2023 2022 Cash and cash equivalents $ 4,492 $ 2,312 Restricted cash $ 10 $ 19 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 4,502 $ 2,331 |
Property and equipment, net | E. Property 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 carrying value 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 PROPERTY AND EQUIPMENT, RATES OF DEPRECIATION Years Computers 3 Furniture and office equipment 7 15 |
Impairment of long-lived assets | F. Impairment of long-lived assets The Group’s long-lived assets are reviewed for impairment in accordance with ASC 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 asset is 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. To date the Group did not incur any material impairment losses related to long lived assets. |
Income tax | G. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed 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 uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal 2023 and 2022 financial statements and did not recognize any liability with respect to unrecognized tax position in its balance sheet. |
Research and development expenses | H. Research and development expenses Research and development expenses are charged to operations and comprehensive loss, as incurred. |
Royalty-bearing grants | I. Royalty-bearing grants Royalty-bearing grants from the Israeli Innovation Authority (IIA) to fund approved research and development projects are recognized at the time Integrity Israel is entitled to such grants, on the basis of the costs incurred and reduce research and development costs. To date, the cumulative research and development grants received by Integrity Israel from IIA amounted to $ 93 |
Basic and diluted loss per share | J. Basic and diluted loss per share Basic loss per share is computed by dividing the loss for the period applicable (after considering the effect of deemed dividend related to trigger of down round protection feature) for Common Stockholders and the holders of the pre-funded warrants dividend by the weighted average number of shares of Common Stock outstanding and shares of Common Stock to be issued upon achievement of first performance milestone (see Note 4A below) and upon In computing, diluted loss per share, basic earnings per share are adjusted to reflect the potential dilution that could occur upon the exercise of options or warrants issued or granted using the “treasury stock method”, if the effect of each of such financial instruments is dilutive. In computing diluted loss per share, the average stock price for the period is used in determining the number of Common Stock assumed to be purchased from the proceeds to be received from the exercise of stock options or stock warrants. Shares that will be issued upon exercise of all stock options and stock warrants, have been excluded from the calculation of the diluted net loss per share for all the reported periods for which net loss was reported because the effect of the common shares issuable as a result of the exercise or conversion of these instruments was anti-dilutive SCHEDULE OF ANTIDILUTIVE NET LOSS AND WEIGHTED AVERAGE 2023 2022 In thousands of US dollars (except share data) Year ended December 31, 2023 2022 Numerator: Net loss $ 7,097 $ 4,435 Deemed dividend related to trigger of down round protection feature (see Note 5C3 below) 855 - Net loss attributable to common stockholders $ 7,952 $ 4,435 Denominator: Shares of Common Stock used in computing basic and diluted net loss per common stock 19,313,063 15,474,600 Shares of Common Stock to be issued upon exercise of pre-funded warrants (see Note 5B below) 1,397,066 - Shares of Common Stock to be issued upon achievement of first performance milestone (see Note 4B below) 50,137 - Weighted average number of Common Stock outstanding used in computing basic and diluted net loss per share 20,760,266 15,474,600 Basic and diluted net loss per common stock $ 0.38 $ 0.29 |
Stock-based compensation | K. Stock-based compensation The Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the consolidated statement of operations and comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. Since January 1, 2019, share-based payments to non-employees are accounted in accordance with ASC 718. |
Fair value of financial instruments | L. Fair value of financial instruments ASC Topic 825-10, “Financial Instruments” defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash and cash equivalents, restricted cash, accounts receivable, other current assets, accounts payable and other current liabilities balances, to approximate their fair values due to the short-term maturities of such financial instruments. ASC Topic 825-10, establishes the following fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2 - Observable prices that are based on inputs not quoted on active markets but corroborated by market data. Level 3 - Unobservable inputs are used when little or no market data is available. Level 3 inputs are considered as the lowest priority under the fair value hierarchy. The fair value of the financial instruments included in the working capital of the Company (cash and cash equivalents, accounts payable and other current assets and liabilities) approximates their carrying value. The Company did not estimate the fair value of the loans received from stockholders since their repayment schedule has not yet been determined. |
Concentrations of credit risk | M. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and restricted cash. Cash and cash equivalents and restricted cash are deposited with a major bank in the United States. Management believes that such financial institutions are financially sound, 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 | N. 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. |
Warrants with down-round protection | O. Warrants with down-round protection The Company disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification in accordance with the provisions of ASU 2017-11, “Earnings Per Share” (ASU 2017-11). Based on its evaluation, management has determined that such warrants with down-round protection feature are eligible for equity classification. Accordantly, upon the occurrence of an event that triggers a down round protection feature (i.e., when the exercise price of the warrants is adjusted downward because of the down round feature), the effect is accounted for as a deemed dividend and as a reduction of income available to common shareholders for purposes of basic earnings per share calculation. See also Note 2K above. |
Modification of equity-classified contracts | P. Modification of equity-classified contracts The modification or exchange of equity-classified contracts, such as warrants that were classified as equity before the modification or exchange and remained eligible for equity classification after the modification, is accounted for in a similar manner to a modification of stock-based compensation. Accordingly, the incremental fair value from the modification or exchange (the change in the fair value of the instrument before and after the modification or exchange) is recognized as a reduction of retained earnings of increase of accumulated deficit as a deemed dividend. Modifications or exchanges that result in a decrease in the fair value of an equity-classified share-based payment awards are not recognized. In addition, the amount of the deemed dividend is also recognized as an adjustment to earnings available to common shareholders for purposes of calculating earnings per share. |
Recently issued accounting pronouncements, not yet adopted | Q. Recently issued accounting pronouncements, not yet adopted 1. In November 2023, the Financial Standards Accounting Board (FASB) issued Accounting Standards Update (ASU) 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company’s annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on the consolidated financial statement disclosures. 2. In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topics 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically relating to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on the consolidated financial statement disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF OFFICIAL EXCHANGE RATE | SCHEDULE OF OFFICIAL EXCHANGE RATE 2023 2022 Official exchange rate of NIS 1 to US dollar 0.272 0.298 Decrease of the official exchange rate of NIS 1 to US dollar during the year: (8.86 )% (3.72 )% |
SCHEDULE OF RESTRICT CASH BALANCES ARE INCLUDED WITH CASH AND CASH EQUIVALENTS | SCHEDULE OF RESTRICT CASH BALANCES ARE INCLUDED WITH CASH AND CASH EQUIVALENTS 2023 2022 In thousands of US dollars December 31, December 31, 2023 2022 Cash and cash equivalents $ 4,492 $ 2,312 Restricted cash $ 10 $ 19 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 4,502 $ 2,331 |
SCHEDULE OF PROPERTY AND EQUIPMENT, RATES OF DEPRECIATION | SCHEDULE OF PROPERTY AND EQUIPMENT, RATES OF DEPRECIATION Years Computers 3 Furniture and office equipment 7 15 |
SCHEDULE OF ANTIDILUTIVE NET LOSS AND WEIGHTED AVERAGE | SCHEDULE OF ANTIDILUTIVE NET LOSS AND WEIGHTED AVERAGE 2023 2022 In thousands of US dollars (except share data) Year ended December 31, 2023 2022 Numerator: Net loss $ 7,097 $ 4,435 Deemed dividend related to trigger of down round protection feature (see Note 5C3 below) 855 - Net loss attributable to common stockholders $ 7,952 $ 4,435 Denominator: Shares of Common Stock used in computing basic and diluted net loss per common stock 19,313,063 15,474,600 Shares of Common Stock to be issued upon exercise of pre-funded warrants (see Note 5B below) 1,397,066 - Shares of Common Stock to be issued upon achievement of first performance milestone (see Note 4B below) 50,137 - Weighted average number of Common Stock outstanding used in computing basic and diluted net loss per share 20,760,266 15,474,600 Basic and diluted net loss per common stock $ 0.38 $ 0.29 |
COMMON STOCK AND WARRANTS WIT_2
COMMON STOCK AND WARRANTS WITH-DOWN ROUND PROTECTION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF SHARE OPTION ACTIVITY FOR EMPLOYEES AND MEMBERS | SCHEDULE OF SHARE OPTION ACTIVITY FOR EMPLOYEES AND MEMBERS Number of Share Options Weighted Average Exercise Price Weighted average remaining contractual life Intrinsic value $ (years) $ Outstanding as of December 31, 2021 620,053 8.0 3.0 - Granted 115,857 5.2 2.7 - Forfeited or expired (26,923 ) 64.5 1.7 - Outstanding as of December 31, 2022 735,910 7.6 2.1 - Exercisable as of December 31, 2022 245,535 12.4 2.6 - Number of Share Options Weighted Average Exercise Price Weighted average remaining contractual life Intrinsic value $ (years) $ Outstanding as of December 31, 2022 735,910 7.6 2.1 - Granted 222,016 1.4 9.7 - Forfeited or expired (26,923 ) 64.5 1.7 - Outstanding as of December 31, 2023 931,003 4.5 8.0 - Exercisable as of December 31, 2023 500,984 5.6 7.9 - |
SCHEDULE OF ASSUMPTIONS USED TO VALUE OPTIONS | SCHEDULE OF ASSUMPTIONS USED TO VALUE OPTIONS Years ended December 31 2023 2022 Volatility (%) 220 % 72.15 % Risk-free interest rate (%) 4.7 % 2.5 % Dividend yield (%) - - Expected life (years) 3 3 Exercise price ($) 1.4 5.2 Share price ($) 0.3 1.9 |
SCHEDULE OF TOTAL COMPENSATION COST EQUITY BASED AWARDS | SCHEDULE OF TOTAL COMPENSATION COST EQUITY BASED AWARDS Research and Development December 31, 2023 December 31, 2022 In thousands of US dollars December 31, 2023 December 31, 2022 Research and development 176 92 General and administrative 159 395 Total compensation cost 335 487 |
RESEARCH AND DEVELOPMENT EXPE_2
RESEARCH AND DEVELOPMENT EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES | SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES Research and Development December 31, 2023 December 31, 2022 In thousands of US dollars Research and Development December 31, 2023 December 31, 2022 Salaries and related expenses 930 749 Professional fees 3,709 1,124 Depreciation 10 20 Vehicle maintenance - 12 Other 55 62 Total Research and Development Expense 4,704 1,967 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
General And Administrative Expenses | |
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES | SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES General and Administrative December 31, 2023 December 31, 2022 In thousands of US dollars General and Administrative December 31, 2023 December 31, 2022 Salaries and related expenses 340 617 Professional fees (including directors’ fee) 1,527 1,281 Vehicle maintenance - 8 Depreciation 3 3 Insurance 336 457 Other 72 99 Total general and administrative expenses 2,278 2,465 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX LOSS FOR THE YEAR | SCHEDULE OF INCOME TAX LOSS FOR THE YEAR 2023 2022 Year ended December 31 2023 2022 Domestic $ 6,945 $ 3,528 Foreign entity (Integrity Israel) 152 907 Total loss for the year 7,097 4,435 |
SCHEDULE OF DEFERRED TAX ASSETS | SCHEDULE OF DEFERRED TAX ASSETS Composition of deferred tax assets: 2023 2022 As of December 31 Composition of deferred tax assets: 2023 2022 Vacation accrual 66 - Research and development credits 1,033 174 Net operating losses carry forwards 12,368 11,805 Net deferred tax asset before deferred tax liabilities and valuation allowance 13,467 11,979 Valuation allowance (13,467 ) (11,979 ) Net deferred tax assets - - |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 27, 2021 | |
Accumulated deficit | $ 109,853 | $ 101,901 | |
Cash and cash equivalents | 4,492 | $ 2,312 | |
Net proceeds | $ 8,730 | ||
Maximum [Member] | |||
Debt securities | $ 90,000 |
SCHEDULE OF OFFICIAL EXCHANGE R
SCHEDULE OF OFFICIAL EXCHANGE RATE (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Official exchange rate of NIS 1 to US dollar | 0.272 | 0.298 |
Decrease of the official exchange rate of NIS 1 to US dollar during the year | (0.0886) | (0.0372) |
SCHEDULE OF RESTRICT CASH BALAN
SCHEDULE OF RESTRICT CASH BALANCES ARE INCLUDED WITH CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 4,492 | $ 2,312 |
Restricted cash | 10 | 19 |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 4,502 | $ 2,331 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT, RATES OF DEPRECIATION (Details) | Dec. 31, 2023 |
Computers [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment rates of depreciation | 3 years |
Furniture and Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment rates of depreciation | 7 years |
Furniture and Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment rates of depreciation | 15 years |
SCHEDULE OF ANTIDILUTIVE NET LO
SCHEDULE OF ANTIDILUTIVE NET LOSS AND WEIGHTED AVERAGE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss | $ 7,097 | $ 4,435 |
Deemed dividend related to trigger of down round protection feature (see Note 5C3 below) | 855 | |
Net loss attributable to common stockholders | $ 7,952 | $ 4,435 |
Ordinary shares used in computing basic net loss per common stock | 20,760,266 | 15,474,600 |
Ordinary shares used in computing diluted net loss per common stock | 20,760,266 | 15,474,600 |
Shares of Common Stock to be issued upon achievement of first performance milestone (see Note 4B below) | 50,137 | |
Weighted average number of Common Stock outstanding used in computing basic net loss per share | 20,760,266 | 15,474,600 |
Weighted average number of Common Stock outstanding used in computing diluted net loss per share | 20,760,266 | 15,474,600 |
Basic net loss per common stock | $ 0.38 | $ 0.29 |
Diluted net loss per common stock | $ 0.38 | $ 0.29 |
Prefunded Warrants [Member] | ||
Ordinary shares used in computing basic net loss per common stock | 19,313,063 | 15,474,600 |
Ordinary shares used in computing diluted net loss per common stock | 19,313,063 | 15,474,600 |
Shares of Common Stock to be issued upon achievement of first performance milestone (see Note 4B below) | 1,397,066 | |
Basic net loss per common stock | $ 0.38 | $ 0.29 |
Diluted net loss per common stock | $ 0.38 | $ 0.29 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Cumulative research and development | $ 4,704 | $ 1,967 |
Israel Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Cumulative research and development | $ 93 |
LOANS FROM STOCKHOLDERS (Detail
LOANS FROM STOCKHOLDERS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2004 | |
Line of Credit Facility [Line Items] | |||
Sales percent | 10% | ||
Four Separate Lenders [Member] | ISRAEL | |||
Line of Credit Facility [Line Items] | |||
Total loan amount | $ 400 | ||
Repayment of loan | $ 196 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Details Narrative) ₪ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Apr. 13, 2023 shares | Oct. 07, 2022 shares | Mar. 04, 2004 USD ($) | Jun. 20, 2023 shares | Dec. 31, 2023 USD ($) shares | Mar. 04, 2004 ILS (₪) | |
Loss Contingencies [Line Items] | ||||||
Restricted shares | 100,000 | |||||
Stock-based compensation expenses | $ | $ 131 | |||||
Discount for marketability percentage | 30.40% | |||||
Common Stock [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Number of common shares issued | 5,376,472 | 5,376,472 | ||||
Intellectual Property Purchase Agreement [Member] | Common Stock [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Number of common shares issued | 1,000,000 | |||||
Israeli Innovation Authority [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Royalty payment | $ | $ 93 | $ 73 | ||||
Minimum [Member] | Intellectual Property Purchase Agreement [Member] | Common Stock [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Number of common shares issued | 1,000,000 | |||||
Commission as a percentage of aggregate sales price | 1.50% | |||||
Minimum [Member] | Intellectual Property Purchase Agreement [Member] | Common Stock [Member] | Trueup Shares [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Commission as a percentage of aggregate sales price | 1.50% | |||||
Israeli Innovation Authority [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Royalty payment | $ 93 | ₪ 420 | ||||
Israeli Innovation Authority [Member] | Minimum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Royalty percent | 3% | |||||
Israeli Innovation Authority [Member] | Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Royalty percent | 5% |
SCHEDULE OF SHARE OPTION ACTIVI
SCHEDULE OF SHARE OPTION ACTIVITY FOR EMPLOYEES AND MEMBERS (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Number of share options outstanding, beginning balance | 735,910 | 620,053 | |
Weighted average exercise price outstanding, beginning balance | $ 7.6 | $ 8 | |
Weighted average remaining contractual life, Outstanding | 8 years | 2 years 1 month 6 days | 3 years |
Intrinsic value outstanding, beginning balance | |||
Number of share options outstanding, granted | 222,016 | 115,857 | |
Weighted average exercise price, granted | $ 1.4 | $ 5.2 | |
Weighted average remaining contractual life, Granted | 9 years 8 months 12 days | 2 years 8 months 12 days | |
Intrinsic value outstanding, granted | |||
Number of share options outstanding, forfeited or expired | (26,923) | ||
Weighted average exercise price, forfeited or expired | $ 64.5 | ||
Weighted average remaining contractual life, Forfeited or expired | 1 year 8 months 12 days | ||
Intrinsic value outstanding, forfeited or expired | |||
Number of share options outstanding, ending balance | 931,003 | 735,910 | 620,053 |
Weighted average exercise price outstanding, ending balance | $ 4.5 | $ 7.6 | $ 8 |
Intrinsic value outstanding, Ending balance | |||
Number of share options outstanding, ending balance | 500,984 | 245,535 | |
Weighted average exercise price exercisable, ending balance | $ 5.6 | $ 12.4 | |
Weighted average remaining contractual life, Exercisable | 7 years 10 months 24 days | 2 years 7 months 6 days | |
Intrinsic value outstanding exercisable, Ending balance |
SCHEDULE OF ASSUMPTIONS USED TO
SCHEDULE OF ASSUMPTIONS USED TO VALUE OPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Volatility (%) | 220% | 72.15% |
Risk-free interest rate (%) | 4.70% | 2.50% |
Dividend yield (%) | ||
Expected life (years) | 3 years | 3 years |
Exercise price | $ 1.4 | $ 5.2 |
Share price | $ 0.3 | $ 1.9 |
SCHEDULE OF TOTAL COMPENSATION
SCHEDULE OF TOTAL COMPENSATION COST EQUITY BASED AWARDS (Details) - Research and Development Arrangement [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Long-Term Purchase Commitment [Line Items] | ||
Total compensation cost | $ 335 | $ 487 |
Research and Development Expense [Member] | ||
Long-Term Purchase Commitment [Line Items] | ||
Total compensation cost | 176 | 92 |
General and Administrative Expense [Member] | ||
Long-Term Purchase Commitment [Line Items] | ||
Total compensation cost | $ 159 | $ 395 |
COMMON STOCK AND WARRANTS WIT_3
COMMON STOCK AND WARRANTS WITH-DOWN ROUND PROTECTION (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Jan. 03, 2024 | Aug. 31, 2023 | Aug. 01, 2023 | Apr. 17, 2023 | Apr. 13, 2023 | Oct. 31, 2022 | Sep. 12, 2022 | Jan. 11, 2010 | Oct. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2017 | Feb. 29, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Gross proceeds | $ 10,000,000 | ||||||||||||
Exercise price | $ 1.36 | ||||||||||||
Payments of Stock Issuance Costs | $ 1,270,000 | ||||||||||||
Exercises in period | 50,137 | ||||||||||||
Plan description | the Company’s Board of Directors has full authority in its discretion, from time to time and at any time, to determine (i) the designate participants; (ii) the terms and provisions of the respective award agreements, including, but not limited to, the number of share options to be granted to each optionee, the number of shares to be covered by each share option, provisions concerning the time and the extent to which the share options may be exercised and the nature and duration of restrictions as to the transferability or restrictions constituting substantial risk of forfeiture and to cancel or suspend awards, as necessary; (iii) determine the fair market value of the shares covered by each award; (iv) make an election as to the type of approved 102 Option under Israeli tax law; (v) designate the type of share options; (vi) take any measures, and to take actions, as deemed necessary or advisable for the administration and implementation of the Plan; (vii) interpret the provisions of the Plan and to amend from time to time the terms of the Plan | ||||||||||||
Compensartion | $ 83,000 | ||||||||||||
Contractual term | 1 year 10 months 24 days | ||||||||||||
Additional paid in capital | $ 855,000 | ||||||||||||
Minimum [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Exercise price | $ 3.35 | ||||||||||||
Maximum [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Exercise price | $ 70.2 | ||||||||||||
Andrew Garrett Inc [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Compensation | $ 56,000 | ||||||||||||
Terms of award | the Company has issued to Andrew Garrett Inc, who served as a placement agent in fundraising transaction (a) 5-years warrants to purchase up to 4,068,498 shares of Common Stock at an exercise price of $3.35 per share, (b) 5-years warrants to purchase up to 8,331 shares of Common Stock at an exercise price of $23.4 per share, (c) 5-years warrants to purchase up to 8,331 shares of Common Stock at an exercise price of $46.8 per share and (d) 5-years warrants to purchase up to 8,331 shares of Common Stock at an exercise price of $70.2 per share | ||||||||||||
Mark Tapsak [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Share price | $ 1.36 | $ 5.2 | $ 5.2 | ||||||||||
Grant date period | 3 years | ||||||||||||
Stock based compensation income | $ 281,000 | $ 439,000 | |||||||||||
Mark Tapsak [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Estimated fair value | $ 115,857 | ||||||||||||
Compensation | $ 22,000 | ||||||||||||
Drinda Benjamin [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Grant date period | 3 years | ||||||||||||
Drinda Benjamin [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Estimated fair value | $ 222,016 | ||||||||||||
Compensation | $ 51,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock shares | 5,376,472 | 5,376,472 | |||||||||||
Common Stock [Member] | Andrew Garrett Inc [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Exercise price | $ 5.2 | ||||||||||||
Warrant term | 5 years | ||||||||||||
Warrant purchase, shares | 288,462 | ||||||||||||
Common Stock [Member] | Andrew Garrett Inc [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Exercise price | $ 3.35 | ||||||||||||
Warrant term | 5 years | ||||||||||||
Warrant purchase, shares | 4,068,498 | ||||||||||||
Common Stock [Member] | Andrew Garrett Inc [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Exercise price | $ 23.4 | ||||||||||||
Warrant term | 5 years | ||||||||||||
Warrant purchase, shares | 8,331 | ||||||||||||
Common Stock [Member] | Andrew Garrett Inc [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Exercise price | $ 46.8 | ||||||||||||
Warrant term | 5 years | ||||||||||||
Warrant purchase, shares | 8,331 | ||||||||||||
Common Stock [Member] | Andrew Garrett Inc [Member] | Share Based Compensation Award Tranche Four [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Exercise price | $ 70.2 | ||||||||||||
Warrant term | 5 years | ||||||||||||
Warrant purchase, shares | 8,331 | ||||||||||||
Prefunded Warrants [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock shares | 1,976,470,000 | 1,976,470 | |||||||||||
Share price | $ 1.36 | ||||||||||||
Exercise price | $ 0.001 | ||||||||||||
Exercises in period | 1,397,066 | ||||||||||||
Prefunded Warrants [Member] | Subsequent Event [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Exercises in period | 1,976,470,000 |
SCHEDULE OF RESEARCH AND DEVELO
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total Research and Development Expense | $ 4,704 | $ 1,967 |
Salaries and Related [Member] | ||
Total Research and Development Expense | 930 | 749 |
Professional Fees [Member] | ||
Total Research and Development Expense | 3,709 | 1,124 |
Depreciation [Member] | ||
Total Research and Development Expense | 10 | 20 |
Vehicle Maintenance [Member] | ||
Total Research and Development Expense | 12 | |
Other Expense [Member] | ||
Total Research and Development Expense | $ 55 | $ 62 |
SCHEDULE OF GENERAL AND ADMINIS
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total general and administrative expenses | $ 2,278 | $ 2,465 |
General and Administrative Expense [Member] | ||
Salaries and related expenses | 340 | 617 |
Professional fees (including directors’ fee) | 1,527 | 1,281 |
Vehicle maintenance | 8 | |
Depreciation | 3 | 3 |
Insurance | 336 | 457 |
Other | 72 | 99 |
Total general and administrative expenses | $ 2,278 | $ 2,465 |
SCHEDULE OF INCOME TAX LOSS FOR
SCHEDULE OF INCOME TAX LOSS FOR THE YEAR (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ 6,945 | $ 3,528 |
Foreign entity (Integrity Israel) | 152 | 907 |
Total loss for the year | $ 7,097 | $ 4,435 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Vacation accrual | $ 66 | |
Research and development credits | 1,033 | 174 |
Net operating losses carry forwards | 12,368 | 11,805 |
Net deferred tax asset before deferred tax liabilities and valuation allowance | 13,467 | 11,979 |
Valuation allowance | (13,467) | (11,979) |
Net deferred tax assets |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) $ in Millions | Dec. 31, 2023 USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 17 |
Israel Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 38.4 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Research and development expenses (Note 6) | $ 4,704 | $ 1,967 |
Mark Tapsak [Member] | Tapsak Enterprises LLC Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Research and development expenses (Note 6) | $ 162 | $ 76 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 12 Months Ended | ||||
Feb. 19, 2024 | Feb. 13, 2024 | Apr. 13, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||
Share price | $ 0.3 | $ 1.9 | |||
Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of common shares issued | 5,376,472 | 5,376,472 | |||
Exchange Agreement [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of warrants issued | 4,381,953 | ||||
Lock-up period conditions | (a) sell or contract to sell Shares at a price higher than $0.50 per Share on any trading day up to 10% of the daily volume of Shares or (b) sell or contract to sell Shares at a price higher than $0.80 per Share on any trading day with no limitation on volume | ||||
Share price | $ 1 | ||||
Exchange Agreement [Member] | Subsequent Event [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of common shares issued | 3,593,203 | ||||
Lease Agreements [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Monthly rental fee | $ 2,500 | ||||
Lessee term of contract | 3 years | ||||
Security deposit | $ 2,500 | ||||
Lessee operating renewal term | 3 years |