Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 03, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | SAMSARA LUGGAGE, INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 5,888,152 | ||
Entity Public Float | $ 527,570 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001530163 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-54649 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 26-0299456 | ||
Entity Address, Address Line One | 135 East 57th Street | ||
Entity Address, Address Line Two | Suite 18-130 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10022 | ||
City Area Code | (877) | ||
Local Phone Number | 421-1574 | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | Elkana Amitai CPA | ||
Auditor Firm ID | 6816 | ||
Auditor Location | Mitzpe Netofa, Israel | ||
Auditor One | |||
Document Information Line Items | |||
Auditor Name | Halperin Ilanit | ||
Auditor Firm ID | 6501 | ||
Auditor Location | Tel Aviv, Israel |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 168 | $ 827 |
Accounts Receivables | 1 | |
Inventory | 155 | 94 |
Other current assets | 21 | 53 |
Total current assets | 345 | 974 |
Property and Equipment, net | 3 | |
Total assets | 345 | 977 |
CURRENT LIABILITIES: | ||
Accounts payable | 47 | 74 |
Other current liabilities | 285 | 131 |
Related party payables | 121 | 147 |
Deferred revenue | 6 | 26 |
Convertible notes and short-term loans (Note 3) | 1,167 | 256 |
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs (Note 3) | 632 | 1,017 |
Note payable, net | 61 | |
Fair value of warrants issued in convertible loan (Note 3) | 1 | 24 |
Total current liabilities | 2,320 | 1,675 |
TOTAL LIABILITIES | 2,320 | 1,675 |
Mezzanine equity: | ||
Convertible and redeemable preferred shares, $0.0001 par value, 1,000,000 shares authorized, 221,374 and 0 shares outstanding at December 31, 2022 and December 31, 2021, respectively | 161 | |
STOCKHOLDERS’ DEFICIT (Note 4) | ||
Common stock subscribed | ||
Common stock, authorized 7,500,000,000 shares, $0.0001 par value as of December 31, 2022 and December 31, 2021, respectively; 4,406,312 issued and outstanding as of December 31, 2022 and 2,055,487 issued and outstanding as of December 31, 2021. | ||
Additional paid in capital | 10,464 | 9,852 |
Services receivable | (356) | |
Accumulated deficit | (12,600) | (10,194) |
Total stockholders’ deficit | (2,136) | (698) |
Total liabilities and stockholders’ deficit | $ 345 | $ 977 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Convertible and redeemable preferred shares, par value | 0.0001 | 0.0001 |
Convertible and redeemable preferred shares, authorized | 1,000,000 | 1,000,000 |
Convertible and redeemable preferred shares, outstanding | 221,374 | 0 |
Common stock, shares authorized | 7,500,000,000 | 7,500,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 4,406,312 | 2,055,487 |
Common stock, shares outstanding | 4,406,312 | 2,055,487 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues from sales | $ 1,171 | $ 345 |
Cost of sales | 822 | 293 |
GROSS PROFIT | 349 | 52 |
OPERATING EXPENSES | ||
Research and development expenses | 178 | 332 |
Selling and marketing expenses | 651 | 377 |
General and administrative (Note 5) | 893 | 1,304 |
TOTAL OPERATING EXPENSES | 1,722 | 2,013 |
OPERATING LOSS | (1,373) | (1,961) |
FINANCING INCOME (EXPENSES) | ||
Interest on convertible loan and convertible note | (1,243) | (109) |
Income (expenses) in respect of warrants issued and convertible component in convertible loan (Note 3) | 210 | (1,747) |
TOTAL FINANCING INCOME (EXPENSE) | (1,033) | (1,856) |
NET LOSS | $ (2,406) | $ (3,817) |
Basic and Diluted net loss per share (in Dollars per share) | $ (0.84) | $ (2.97) |
Weighted average number of basic and diluted common shares outstanding (in Shares) | 2,858,961 | 1,284,300 |
Statements of Operations and _2
Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Basic and Diluted net loss per share | $ (0.79) | $ (2.97) |
Weighted average number of basic and diluted common shares outstanding | 2,858,961 | 1,284,300 |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Deficit - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Service Receivables | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 6,464 | $ (999) | $ (6,377) | $ (912) | |
Balance (in Shares) at Dec. 31, 2020 | 786,700 | ||||
Shares issued due to conversion of Convertible Note | 3,003 | 3,003 | |||
Shares issued due to conversion of Convertible Note (in Shares) | 984,281 | ||||
Issuance of shares due to conversion of Notes | 385 | 385 | |||
Issuance of shares due to conversion of Notes (in Shares) | 281,658 | ||||
Roundup Differences due to Reverse Split | |||||
Roundup Differences due to Reverse Split (in Shares) | 2,848 | ||||
Amortization of services | 643 | 643 | |||
Net loss | (3,817) | (3,817) | |||
Balance at Dec. 31, 2021 | 9,852 | (356) | (10,194) | (698) | |
Balance (in Shares) at Dec. 31, 2021 | 2,055,487 | ||||
Shares issued due to conversion of Convertible Note | 395 | 395 | |||
Shares issued due to conversion of Convertible Note (in Shares) | 1,933,045 | ||||
Issuance of shares to service provider | 193 | 193 | |||
Issuance of shares to service provider (in Shares) | 27,303 | ||||
Conversion of Preferred A Shares into common shares | 24 | 24 | |||
Conversion of Preferred A Shares into common shares (in Shares) | 390,477 | ||||
Amortization of services | 356 | 356 | |||
Net loss | (2,406) | (2,406) | |||
Balance at Dec. 31, 2022 | $ 10,464 | $ (12,600) | $ (2,136) | ||
Balance (in Shares) at Dec. 31, 2022 | 4,406,312 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (2,406) | $ (3,817) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Shares issued for services | 152 | 385 |
Amortization of services receivable | 356 | 643 |
Interest on convertible note and short-term loan | 1,090 | 109 |
Expenses in respect of warrants issued and convertible component in convertible loan, net interest expenses | (210) | 1,747 |
Depreciation | 3 | 1 |
Changes in Operating Assets and Liabilities: | ||
Inventory | (61) | 59 |
Accounts Receivables | (1) | 4 |
Other current assets | 32 | (53) |
Accounts payable | (27) | (30) |
Related party payable | (26) | 21 |
Other current liabilities | 214 | 56 |
Deferred revenue | (20) | 26 |
Net Cash Used by Operating Activities | (904) | (849) |
Cash Flows from Financing Activities: | ||
Proceeds from Convertible notes, net of issuance cost | 1,900 | |
Proceeds from loan received | 185 | |
Proceeds from note payable | 60 | |
Repayments of long-term loans | (278) | |
Net Cash Provided by Financing Activities | 245 | 1,622 |
Net Increase (Decrease) in Cash | (659) | 773 |
Cash at Beginning of Period | 827 | 54 |
Cash at End of Period | 168 | 827 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 78 | |
Cash paid for income taxes | ||
Supplemental disclosure of non-cash financing activities | ||
Common stock issued for conversion of convertible note | 395 | 3,003 |
Conversion of Preferred A Shares to Common Stock | 24 | |
Issuance of Common stock against Accounts Payables | $ 41 | $ 20 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Description of Business [Abstract] | |
Organization and Description of Business | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS A. Samsara Luggage is a global smart luggage and lifestyle brand that incorporates innovative design and functional technology into its smart travel products. The Company launched the first product from the Tag Smart collection of smart suitcases in April 2022, as travel resumed to pre-COVID levels. This collection is equipped with Apple AirTag technology, allowing travelers to track their suitcase using the iPhone’s Find My app. Lost luggage became a prominent issue for global travelers during the Summer 2022 travel season. The Tag Smart suitcase offered travelers precise tracking of their suitcase along with immediate information regarding their luggage’s whereabouts. The Tag Smart collection is currently available in two different sizes to accommodate both international and US domestic travel. The newest collection comes in three colors in durable polycarbonate and two colors in a lightweight, aviation-grade aluminum material. The Company launched Street Smart in February 2023. Street Smart is a curated collection of travel and lifestyle accessories that builds on the fashion element of travel. Included in the collection are a selection of sunglasses, tote bag, stylish ballcaps and a stand-alone portable battery for electronic devices. Street Smart compliments Samsara Luggage’s aesthetic and allows the brand to offer more travel-ready products at varying price points. During the last quarter of 2020, Samsara launched Sarah & Sam Fashion and Lifestyle Collection. Sarah & Sam is a part of Samsara Direct business model prompted by the travel limitations due to the coronavirus pandemic, leveraging the company’s established digital assets and manufacturing and fulfillment supply chain capabilities to offer additional consumer products that respond to the changing needs of the market. On November 12, 2019, the Company completed its merger with the Delaware corporation that was previously known as “Samsara Luggage, Inc.” (“Samsara Delaware”) in accordance with the terms of the Merger Agreement and Plan of Merger, dated as of May 10, 2019, (the “Merger Agreement”) by and among the Company, Samsara Delaware, and Avraham Bengio, pursuant to which Samsara Delaware merged with and into the Company, with the Company being the surviving corporation (the “Merger”). Following the completion of the Merger, the business of the Company going forward became the business of Samsara Delaware prior to the Merger, namely, designing, manufacturing, and selling high quality luggage products to meet the evolving needs of frequent travelers and also seeking to present new technologies within the aluminum luggage industry, including an aluminum “smart” suitcase. The Common Stock listed on the OTC Pink Marketplace, previously trading through the close of business on November 11, 2019 under the ticker symbol “DAVC,” commenced trading on the OTC Pink Marketplace under the ticker symbol “SAML” on November 12, 2019. The Common Stock has a new CUSIP number, 79589J101. B. Reverse Stock Split On March 23, 2021, the Company completed a reverse stock split of its outstanding common stock. As a result of the reverse stock split, the following changes have occurred (i) every seven thousand shares of common stock have been combined into one share of common stock; (ii) the number of shares of common stock underlying each common stock option or common stock warrant have been proportionately decreased on a 7,000-for-1 basis, and the exercise price of each such outstanding stock option and common warrant has been proportionately increased on a 7,000 -for-1 basis. Accordingly, all option numbers, share numbers, warrant numbers, share prices, warrant prices, exercise prices and losses per share have been adjusted within these consolidated financial statements, on a retroactive basis, to reflect this 7,000 -for-1 reverse stock split. C. On October 5, 2020 the Board of Directors of the Company has approved, and the holders of a majority of the outstanding shares of our common stock, par value $0.0001 per share (the “Common Stock”), have executed a written consent in lieu of a special meeting approving to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 5,000,000,000 to 7,500,000,000 (the “Authorized Capital Increase”). D. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2022, the Company had approximately $168 in cash and cash equivalents, approximately $1,975 in deficit of working capital, a stockholders’ deficiency of approximately $2,136 and an accumulated deficit of approximately $12,600. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Company’s ability to continue as a going concern is dependent upon raising capital from financing transactions and revenue from operations. Management anticipates their business will require substantial additional investments that have not yet been secured. Management is continuing in the process of fund raising in the private equity and capital markets as the Company will need to finance future activities. These financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“‘US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As applicable to the financial statements, the most significant estimates and assumptions relate to the measurement of convertible notes, derivative liabilities and going concern. Functional currency The functional currency of the Company is the US dollar (“US$”), which is the currency of the primary economic environment in which the operations of the Company are conducted. Cash and cash equivalents Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. Inventory Inventories are valued at the lower of cost or net realizable value. Cost of raw and packaging materials, purchased products, manufactured finished products and products in process are determined on the average cost basis. The Company regularly reviews its inventories for impairment and reserves are established when necessary. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Derivative Liabilities and Fair Value of Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. Once determined, derivative liabilities 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. Fair value of certain of the Company’s financial instruments including cash, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in 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: the market approach; the income approach; and 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. 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: total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the fair value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair values of derivative liabilities over the life of the convertible notes. 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: Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 632 632 Fair value of warrants issued in convertible loan - - 1 1 Total liabilities - - 633 633 Balance as of December 31, 2021 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 1,017 1,017 Fair value of warrants issued in convertible loan - - 24 24 Total liabilities - - 1,041 1,041 Revenue recognition Revenues are recognized when delivery has occurred and there is persuasive evidence of an agreement, the fee is fixed or determinable and collection of the related receivables is reasonably assured, and no further obligations exist. Revenues from sales of products are recognized when title and risk and rewards for the products are transferred to the customer. Research and development expenses Research and development expenses are charged to operations as incurred. Income Taxes Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss carry forwards for income tax purposes may be limited by Internal Revenue Code section 382 if a change of ownership occurs. Net Loss Per Basic and Diluted Common Share Basic loss per ordinary share is computed by dividing the loss for the period applicable to ordinary shareholders, by the weighted average number of shares of common stock outstanding during the period. Securities that may participate in dividends with the shares of common stock (such as the convertible preferred) are considered in the computation of basic loss per share under the two-class method. However, in periods of net loss, only the convertible preferred shares 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 Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. However, when the Company grants to non-employees a fully vested, nonforfeitable equity instrument, such grants are measured based on the fair value of the award at the date of grant. When the fully vested, nonforfeitable equity instruments are granted for services to be received in future periods, the measured cost is recognized as an increase to stockholders’ equity at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption “Services receivable”. Such amount is subsequently amortized to the statement of operations over the term of the services as an operating expense, as if the Company has paid periodic payments of cash for the services received from such service provider. Recent accounting pronouncements: In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 replaces the current incurred loss model guidance with a new method that reflects expected credit losses. Under this guidance, an entity would recognize an allowance for credit losses equal to its estimate of expected credit losses on financial assets measured at amortized cost. In November 2019, the FASB extended the effective date of ASU 2016-13 for smaller reporting companies. As a result, ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022, with early adoption permitted. The standard is not expected to have a significant impact on the Company’s financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible instruments by removing certain separation models in Accounting Standards Codification (“ASC”) 470-20, “Debt—Debt with Conversion and Other Options,” (“ASC 470-20”) for convertible instruments. Under ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under ASC 815, “Derivatives and Hedging,” or that do not result in substantial premiums accounted for as paid-in capital. For smaller reporting companies, ASU 2020-06 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2023, with early adoption permitted for fiscal years beginning after December 15, 2020. The Company is currently assessing the impact of this update on the Company’s financial statements. In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“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” (“ASU 2021-04”). The guidance is effective for the Company on January 1, 2022. The Company has evaluated the impact of adopting this standard and concluded there is no impact on the Company’s financial statements. 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. |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 3 – CONVERTIBLE NOTES A. On June 5, 2019, the Company entered into a Securities Purchase Agreement (“SPA”) with YAII PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to provide the Company with a convertible loan in the aggregate amount of $1,100,000 in three tranches, and the Company agreed to issue convertible debentures and a warrant to the Investor. The first tranche of the convertible debentures in the amount of $200,000 was provided upon execution of the SPA. The second tranche in the amount of $300,000 was provided on October 23, 2019 upon the Company filing of a Registration Statement on Form S-4 in connection with the Merger with Samsara Delaware. The third tranche in the amount of $600,000 was provided on November 18, 2019 upon consummation of the Merger with Samsara Delaware and the fulfillment of all conditions required for the Merger. The Company incurred issuance cost of $100,000 with connection to those convertible debentures. In the period from loan inception through December 31, 2021, the full amount of outstanding principal and accrued interest was converted into shares of common stock. In addition, the Company issued to the Investor a warrant to purchase 13,095 shares of common stock, at an exercise price equal to $21.00. The warrants may be exercised within 5 years from the issuance date by cash payment or through cashless exercise by the surrender of warrants shares having a value equal to the exercise price of the portion of the warrant being exercised. The Company considered the provisions of ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”, with respect to the detachable Warrants that were issued to the Convertible loan, and determined that as a result of the “cashless exercise” and variable exercise price that would adjust the number of Warrants and the exercise price of the Warrants based on the price at which the Company subsequently issues shares or other equity-linked financial instruments, such Warrants cannot be considered as indexed to the Company’s own stock. Accordingly, the Warrants were recognized as derivative liability at their fair value on initial recognition. In subsequent periods, the Warrants were marked to market with the changes in fair value recognized as financing expense or income in the consolidated statement of operations. The warrants were estimated by third party appraiser using the Black-Scholes option-pricing model to compute the fair value of the derivative and to mark 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 dates: December 31, Common stock price $ 0.0902 Expected volatility 262.09 % Expected term 1.43 years Risk free rate 4.59 % Expected dividend yield 0 % Fair Market Value of Warrants $ - * * represents an amount less than $1 thousand December 31, Common stock price 0.9585 Expected volatility 275.94 % Expected term 2.43 years Risk free rate 0.83 % Expected dividend yield 0 % Fair Market Value of Warrants $ 10 B. On September 3, 2020, Samsara Luggage, Inc. (the “Company”) entered into a second Securities Purchase Agreement (“SPA”) with the Investor, pursuant to which the Investor will invest an aggregate amount of $220 in two tranches, and the Company will issue convertible debentures and warrants to the Investor. The first tranche of the convertible debentures in the amount of $150 was provided upon execution of the SPA. The second tranche in the amount of $70 was provided on October 7, 2020. Each tranche of the loan bears interest at an annual rate of ten percent (10%). Each tranche of the investment bears interest at an annual rate of ten percent (10%) and will be repayable after two years. Each tranche of the investment will be convertible at any time into shares of the Company’s Common Stock at a conversion price equal to the lower of (a) $0.003 per share, or (b) 80% of the lowest the daily dollar volume-weighted average price for the Company’s Common Stock during the 10 trading days immediately preceding the conversion date. As part of the transaction, the Company will issue to the Investor warrants to purchase an aggregate of 2,619 shares of Common Stock, at an exercise price equal to $0.003. The term of each warrant is five years from the issue date. Each warrant may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrant being exercised. The Company has undertaken to increase its authorized shares of Common Stock to at least 7,000,000,000 within 90 days of the closing. The SPA and the convertible debentures contain events of default, including, among other things, failure to repay the convertible debentures by the maturity date, and bankruptcy and insolvency events, that could result in the acceleration of the Investor’s right to convert the convertible debentures into shares of common stock. In the period from loan inception through December 31, 2021, the full amount of outstanding principal and accrued interest was converted into shares of common stock. In addition, the Company issued to the Investor a warrant to purchase 2,619 shares of common stock, at an exercise price equal to $21.00. The warrants may be exercised within 5 years from the issuance date by cash payment or through cashless exercise by the surrender of warrants shares having a value equal to the exercise price of the portion of the warrant being exercised. The Company considered the provisions of ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”, with respect to the detachable Warrants that were issued to the Convertible loan, and determined that as a result of the “cashless exercise” and variable exercise price that would adjust the number of Warrants and the exercise price of the Warrants based on the price at which the Company subsequently issues shares or other equity-linked financial instruments, such Warrants cannot be considered as indexed to the Company’s own stock. Accordingly, the Warrants were recognized as derivative liability at their fair value on initial recognition. In subsequent periods, the Warrants were marked to market with the changes in fair value recognized as financing expense or income in the consolidated statement of operations. The warrants were estimated by third party appraiser using the Black-Scholes option-pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet dates: The following are the data and assumptions used as of the balance sheet dates: December 31, Common stock price $ 0.0902 Expected volatility 278.10 % Expected term (years) 2.68 Risk free rate 4.28 % Expected dividend yield 0 % Fair Market Value of Warrants $ - * December 31, Common stock price 0.9585 Expected volatility 275.94 % Expected term (years) 3.68 Risk free rate 1.07 % Expected dividend yield 0 % Fair Market Value of Warrants $ 2 C. On April 6, 2021, the Company entered into a third Securities Purchase Agreement (“SPA”) with YAII PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to provide the Company with a convertible loan in the aggregate amount of $150 and the Company agreed to issue convertible debentures and a warrant to the Investor. The loan will bear interest at an annual rate of ten percent (10%) and will be repayable after two years. The investment will be convertible at any time into shares of the Company’s Common Stock at a conversion price equal to the lower of (a) $3.46, or (b) 80% of the lowest the daily dollar volume-weighted average price for the Company’s Common Stock during the 10 trading days immediately preceding the conversion date. In accordance with ASC 815-15-25 the conversion feature was considered embedded derivative instrument and is to be recorded at its fair value as its fair value can be separated from the convertible loan and its conversion is independent of the underlying note value. The Company recorded finance expenses in respect of the convertible component in the convertible loan in the excess amount of the convertible component fair value over the face loan amount. The conversion feature derivative liability is then marked to market 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 using the Monte Carlo Simulation Model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each of the issuance and balance sheet dates. The following are the data and assumptions used as of the balance sheet dates: December 31, Common stock price $ 0.0902 Expected volatility 146.61 % Expected term 0.26 Risk free rate 4.46 % Expected dividend yield 0 % Fair Market Value of Convertible component $ 80 December 31, Common stock price $ 0.9585 Expected volatility 275.94 % Expected term 1.27 Risk free rate 1.07 % Expected dividend yield 0 % Fair Market Value of Convertible component $ 164 As part of the transaction, the Company issued to the Investor warrants to purchase an aggregate of 10,838 shares of Common Stock, at an exercise price equal to $3.46. The term of each warrant is five years from the issue date. Each warrant may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrant being exercised. The warrants were estimated by third party appraiser using the Black-Scholes option-pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each of the issuance and balance sheet dates. The following are the data and assumptions used as of the balance sheet dates: December 31, Common stock price $ 0.0902 Expected volatility 269.78 % Expected term 3.27 Risk free rate 4.19 % Expected dividend yield 0 % Fair Market Value of Warrants $ 1 December 31, Common stock price $ 0.9585 Expected volatility 275.94 % Expected term 4.27 Risk free rate 1.07 % Expected dividend yield 0 % Fair Market Value of Warrants $ 12 D. On June 7, 2021, Samsara Luggage, Inc. (the “Company”) entered into a fourth Securities Purchase Agreement (“SPA”) with the Investor, pursuant to which the Investor will invest an aggregate amount of $1,250 in three tranches, and the Company will issue convertible debentures and warrants to the Investor, in which each tranche is convertible into shares of the Company’s common stock, par value $0.0001 (the “Common Stock”). The first tranche in the principal amount of $500 was issued on June 7, 2021. The second tranche in the principal amount of $500 was issued on July 6, 2021 following the filing of a registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended, registering the Conversion Shares issuable upon conversion of the Convertible Debentures with the Securities and Exchange Commission (the “SEC”). The third tranche in the principal amount of $250 was issued on September 7, 2021 following the Registration Statement was declared effective by the SEC. The Convertible Debentures bear interest at a rate of 10% per annum (15% on default) and have a maturity date of one (1) year. The Convertible Debentures provide a conversion right, in which any portion of the principal amount of the Convertible Debentures, together with any accrued but unpaid interest, may be converted into the Company’s Common Stock at a conversion price equal to 80% of the lowest volume weighted average price of the Company’s Common Stock during the ten (10) trading days immediately preceding the date of conversion, subject to adjustment. The Convertible Debentures may not be converted into common stock to the extent such conversion would result in the Investor beneficially owning more than 9.99% of the Company’s outstanding Common Stock (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation may be waived by the Investor upon not less than 65 days’ prior notice to the Company. The Convertible Debentures provide the Company with a redemption right, pursuant to which the Company, upon fifteen (15) business days’ prior notice to the Investor, may redeem, in whole or in part, outstanding principal and interest at a redemption price equal to the principal amount being redeemed plus a redemption premium equal to 5% of the outstanding principal amount being redeemed plus outstanding and accrued interest; however, the Investor shall have fifteen (15) business days after receipt of the Company’s redemption notice to elect to convert all or any portion of the Convertible Debentures, subject to the Beneficial Ownership Limitation. In connection with the Securities Purchase Agreement, the Company executed a registration rights agreement (the “Registration Rights Agreement”) pursuant to which it is required to file the Registration Statement with the SEC for the resale of the Conversion Shares. Pursuant to the Registration Rights Agreement, the Company is required to meet certain obligations with respect to, among other things, the timeliness of the filing and effectiveness of the Registration Statement. The Company is obligated to file the Registration Statement no later than 45 days after the First Closing Date and to have it declared effective by the SEC no later than 105 days after filing (the “Registration Obligations”). On December 28, 2022, the Company signed a forbearance agreement with the Investor extending the maturity date for all outstanding principal and interest under this loan to June 30, 2023. As of December 31, 2022, the full amount of the first tranche principal in the amount of $500 remains outstanding. In the period from inception through December 31, 2021, $175 of outstanding principal from the second tranche and $22 of accrued interest was converted into 190,627 shares of common stock. During the year ended December 31, 2022, $249 of outstanding principal from the second tranche and $21 of accrued interest was converted into 1,930,635 shares of common stock. As of December 31, 2022, the outstanding principal balance from the second tranche was $76. As a result of the conversion of the convertible loans, for the years ended December 31, 2022 and 2021, the Company recorded losses from conversion in the amount of $71 and $88, respectively. In the period from loan inception through December 31, 2021, the full amount of outstanding principal and accrued interest relating to the third tranche was converted into shares of common stock. In accordance with ASC 815-15-25 the conversion feature was considered embedded derivative instruments, and is to be recorded at their fair value as its fair value can be separated from the convertible loan and its conversion is independent of the underlying note value. The Company recorded finance expenses in respect of the convertible component in the convertible loan in the excess amount of the convertible component fair value over the face loan amount. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the convertible components at December 31, 2022 and 2021 was estimated by third party appraiser using the Monte Carlo Simulation Model to compute the fair value of the derivative and to mark to market the fair value of the derivative. The following are the data and assumptions used as of the balance sheet dates: December 31, December 31, Common stock price $ 0.0902 $ 0.9585 Expected volatility 146.61 % 87.57 % Expected term 0.50 0.43 Risk free rate 4.76 % 0.16 % Expected dividend yield 0 % 0 % Fair Market Value of Convertible component – Tranche 1 $ 264 $ 201 December 31, December 31, Common stock price $ 0.0902 $ 0.9585 Expected volatility 146.61 % 86.8 % Expected term 0.50 0.51 Risk free rate 4.76 % 0.19 % Expected dividend yield 0 % 0 % Fair Market Value of Convertible component – Tranche 2 $ 35 $ 130 E. On December 14, 2021, Samsara Luggage, Inc. (the “Company”) entered into a fifth Securities Purchase Agreement (“SPA”) with the Investor, pursuant to which the Investor will invest an aggregate amount of $500, and the Company will issue convertible debentures to the Investor. The Convertible Debenture bears interest at a rate of 10% per annum (15% on default) and has a maturity date of one (1) year. The Convertible Debenture provides a conversion right, in which any portion of the principal amount of the Convertible Debenture, together with any accrued but unpaid interest, may be converted into the Company’s Common Stock at a conversion price equal to 80% of the lowest volume weighted average price of the Company’s Common Stock during the ten (10) trading days immediately preceding the date of conversion, subject to adjustment. The Convertible Debenture may not be converted into common stock to the extent such conversion would result in the Investor beneficially owning more than 4.99% of the Company’s outstanding Common Stock; provided, however, that the Beneficial Ownership Limitation may be waived by the Investor upon not less than 65 days’ prior notice to the Company. The Convertible Debenture provides the Company with a redemption right, pursuant to which the Company, upon fifteen (15) business days’ prior notice to the Investor, may redeem, in whole or in part, outstanding principal and interest under the Convertible Debenture at a redemption price equal to the principal amount being redeemed plus a redemption premium equal to 5% of the outstanding principal amount being redeemed plus outstanding and accrued interest; however, the Investor shall have fifteen (15) business days after receipt of the Company’s redemption notice to elect to convert all or any portion of the Convertible Debenture, subject to the Beneficial Ownership Limitation. On December 28, 2022, the Company signed a forbearance agreement with the Investor extending the maturity date for all outstanding principal and interest under this loan to June 30, 2023. In accordance with ASC 815-15-25 the conversion feature was considered an embedded derivative instrument, and is to be recorded at its fair value as its fair value can be separated from the convertible loan and its conversion is independent of the underlying note value. The Company recorded finance expenses in respect of the convertible component in the convertible loan in the excess amount of the convertible component fair value over the face loan amount. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. The following are the data and assumptions used as of the balance sheet dates: December 31, December 31, Common stock price $ 0.0902 $ 0.9585 Expected volatility 146.61 % 205.2 % Expected term 0.50 0.95 Risk free rate 4.76 % 0.37 % Expected dividend yield 0 % 0 % Fair Market Value of Convertible component $ 253 $ 522 The following table presents the changes in fair value of the level 3 liabilities for the year ended December 31, 2022 and 2021: Warrants Convertible (U.S. dollars in thousands) Outstanding at December 31, 2021 24 1,017 Settlement of derivative liabilities - (127 ) Changes in fair value (23 ) (258 ) Outstanding at December 31, 2022 1 632 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 4 – STOCKHOLDERS’ EQUITY Common Stock Common Stock Activity During the Year Ended December 31, 2022 On March 1, 2022, and pursuant to the SPA, YAII exercised its option to convert the Convertible Promissory Note principal in the amount of $35 and accrued interest of $6 into 97,458 shares of Common Stock of the Company. The fair market value of the shares was $56. On April 11, 2022, the Company issued 27,303 shares of Common Stock to a service provider as payment for services rendered. The fair market value of the shares was $41. On April 25, 2022, and pursuant to the SPA, YAII exercised its option to convert the Convertible Promissory Note principal in the amount of $30 and accrued interest of $4 into 103,963 shares of Common Stock of the Company. The fair market value of the shares was $45. On May 11, 2022, and pursuant to the SPA, YAII exercised its option to convert the Convertible Promissory Note principal in the amount of $23 and accrued interest of $1 into 113,109 shares of Common Stock of the Company. The fair market value of the shares was $29. On June 7, 2022, and pursuant to the SPA, YAII exercised its option to convert the Convertible Promissory Note principal in the amount of $13 and accrued interest of $2 into 117,244 shares of Common Stock of the Company. The fair market value of the shares was $36. On June 28, 2022, and pursuant to the SPA, YAII exercised its option to convert the Convertible Promissory Note principal in the amount of $18 and accrued interest of $1 into 123,288 shares of Common Stock of the Company. The fair market value of the shares was $31. On July 26, 2022, and pursuant to the SPA, YAII exercised its option to convert the Convertible Promissory Note principal in the amount of $13 and accrued interest of $2 into 130,250 shares of Common Stock of the Company. The fair market value of the shares was $38. On July 27, 2022, and pursuant to the SPA, YAII exercised its option to convert the Convertible Promissory Note principal in the amount of $29 and accrued interest of $0 into 259,404 shares of Common Stock of the Company. The fair market value of the shares was $44. On August 3, 2022, and pursuant to the SPA, YAII exercised its option to convert the Convertible Promissory Note principal in the amount of $28 and accrued interest of $0 into 295,579 shares of Common Stock of the Company. The fair market value of the shares was $35. On October 7, 2022, and pursuant to the SPA, YAII exercised its option to convert the Convertible Promissory Note principal in the amount of $32 and accrued interest of $2 into 329,252 shares of Common Stock of the Company. The fair market value of the shares was $43. On November 23, 2022, and pursuant to the SPA, YAII exercised its option to convert the Convertible Promissory Note principal in the amount of $29 and accrued interest of $1 into 363,498 shares of Common Stock of the Company. The fair market value of the shares was $39. On November 23, 2022, and pursuant to the SPA, the Preferred A Investor exercised its option to convert 14,466 shares of Series A Preferred Stock into 181,442 shares of Common Stock of the Company. On November 23, 2022, and pursuant to the SPA, the Preferred A Investor exercised its option to convert 13,500 shares of Series A Preferred Stock into 209,035 shares of Common Stock of the Company. The following summarizes the Common Stock activity for the year ended December 31, 2022: Summary of common stock activity for the year ended December 31, 2022 Outstanding Balance, December 31, 2021 2,055,487 Shares issued due to conversion of Notes 1,933,045 Shares issued for services 27,303 Conversion of Preferred A Shares into common shares 390,477 Balance, December 31, 2022 4,406,312 Series A Preferred Stock On May 12, 2022, the Company established a series of redeemable convertible preferred stock (the “Series A Preferred Stock”), par value $0.0001 per share, stated value $1.0 per share, pursuant to a Certificate of Designation, Preference and Rights of Series A Preferred Stock of the Company (the “Certificate of Designation”). On May 17, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement (the “SPA”) with 1800 Diagonal Lending LLC f/k/a Sixth Street Lending LLC, a Virginia limited liability company (the “Preferred A Investor”) pursuant to which the Company issued and sold to the Preferred A Investor 148,062 shares of Series A Preferred Stock for a purchase price of $129, of which the Company received proceeds of $125, net of issuance costs. The Company has accounted for the Series A Preferred Stock as mezzanine equity. On August 10, 2022, the Company entered into an additional Series A Preferred Stock Purchase Agreement (the “SPA”) with the Preferred A Investor pursuant to which the Company issued and sold to the Preferred A Investor 73,312 shares of Series A Preferred Stock for a purchase price of $63, of which the Company received proceeds of $60, net of issuance costs. The Company has accounted for the Series A Preferred Stock as mezzanine equity. Pursuant to the SPA, the Preferred A Investor may convert all or a portion of the outstanding Series A Preferred Stock into shares of the Company’s Common Stock beginning on the date which is 180 days after the issuance date of the Series A Preferred Stock (the “Issuance Date”) into Common Stock; provided, however, that the Preferred A Investor may not convert the Series A Preferred Stock to the extent that such conversion would result in beneficial ownership by the Preferred A Investor and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. The Series A Preferred Stock may be convertible into shares of Common Stock of the Company at the option of the holders thereof at any time after the issuance of the Series A Preferred Stock, at a conversion price equal a Variable Conversion Price. The Variable Conversion Price means 80% multiplied by the Market Price. The Market Price means the average of the lowest two trading prices for the Common Stock during the ten-trading day period ending on the latest complete trading day prior to the conversion date. The Company will have the right, at the Company’s sole option, provided that an event of default has not occurred, to redeem all or any portion of the shares of Series A Preferred Stock, exercisable on not more than 3 Trading Days prior written notice to the holders of the Series A Preferred Stock, in full. If the Company redeems the shares of Series A Preferred Stock within 180 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 181st day and the 730th day after the issuance of the Series A Preferred Stock, then such redemption premium is 120%. After the 730th day following the Issuance Date, there shall be no further right of redemption. The Series A Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior with respect to dividends and right of liquidation with the Company’s Common Stock and (b) junior with respect to dividends and right of liquidation to all existing and future indebtedness of the Company and existing and outstanding preferred stock of the Company. The Series A Preferred Stock shall have no right to vote on any matters requiring shareholder approval or any matters on which the shareholders are permitted to vote. Each share of Series A Preferred Stock will carry an annual dividend in the amount of 6% of the price per share of Series A Preferred Stock of $1.00, which shall be cumulative, payable solely upon redemption, liquidation or conversion. Upon the occurrence of an event of default (as further defined further in the Certificate of Designation), the Dividend Rate shall automatically increase to 15%. |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2022 | |
General And Administrative Expenses [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 5 – GENERAL AND ADMINISTRATIVE EXPENSES Year ended Year ended 2022 2021 (U.S. dollars in thousands) Professional fees 172 297 Share based compensation 508 881 Management fees 100 100 Other expenses 113 26 $ 893 $ 1,304 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6 – INCOME TAXES On December 22, 2017, the U.S. enacted new tax reform legislation which reduced the corporate tax rate to 21% effective for tax year beginning January 1, 2018. Under ASC 740, the effects of new tax legislation are recognized in the period which includes the enactment date. As a result, the deferred tax assets and liabilities existing on the enactment date must be revalued to reflect the rate at which these deferred balances will reverse. The corresponding adjustment would generally affect the Income Tax Expense (Benefit) shown on the financial statements. However, since the company has a full valuation allowance applied against all of its deferred tax asset, there is no impact to the Income Tax Expense for the year ending December 31, 2022. IRC Section 382 potentially limits the utilization of NOLs and tax credits when there is a greater than 50% change of ownership. The Company has not performed an analysis under IRC 382 related to changes in ownership, which could place certain limits on the company’s ability to fully utilize its NOLs and tax credits. The Company’s has added a note to its financial statements to disclose that there may be some limitations and that an analysis has not been performed. In the interim, the Company has placed a full valuation allowance on its NOLs and other deferred tax items. We recognized income tax benefits of $0 during the years ended December 31, 2022 and 2021. When it is more likely than not that a tax asset will not be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period. Effective December 22, 2017 a new tax bill was signed into law that reduced the federal income tax rate for corporations from 35% to 21%. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended December 2021 or 2020 applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns for the Company remain open. Reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company and the actual tax expense as reported in the Statement of Operations, is as follows: Year ended 2022 2021 (U.S. dollars in thousands) Loss before taxes, as reported in the statements of operations $ 2,406 $ 3,817 Federal and State statutory rate 21 % 21 % Theoretical tax benefit on the above amount at federal statutory tax rate 505 802 Share-based compensation (107 ) (215 ) Income (expenses) in respect of warrants issued and convertible component in convertible loan, net interest expenses (Note 3) 44 (367 ) Interest expense (Note 3) 33 - Losses and other items for which a valuation allowance Was provided or benefit from loss carry forward (410 ) (220 ) Actual tax income (expense) - - 2022 2021 U.S. dollars in thousands Deferred tax assets: Net operating loss carry-forward $ 2,449 $ 871 Valuation allowance (2,449 ) (871 ) $ - $ - A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. Management has determined, based on its recurring net losses, lack of a commercially viable product and limitations under current tax rules, that a full valuation allowance is appropriate. U.S. dollars Valuation allowance, December 31, 2021 $ 871 Increase 1,578 Valuation allowance, December 31, 2022 $ 2,449 The net federal operating loss carry forward will begin expire in 2039. This carry forward may be limited upon the consummation of a business combination under IRC Section 382. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS Related Parties Payable December 31, December 31, (U.S. dollars in thousands) Related Parties Payable due to management fee $ 119 $ 147 Related Parties Payable due to research and development 2 - Total $ 121 $ 147 General and Administrative Expenses For the Year Ended 2022 2021 (U.S. dollars in thousands) Management Fee 100 (*)247 (*) Include share based compensation of $147 Research and development Expenses For the Year Ended 2022 2021 (U.S. dollars in thousands) Consulting Fee 90 267 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS In accordance with ASC 855 “Subsequent Events,” Company management reviewed all material events through the date this report was issued and the following subsequent events took place. On January 19, 2023, and pursuant to the SPA, the Preferred A Investor exercised its option to convert 10,000 shares of Series A Preferred Stock into 219,710 shares of Common Stock of the Company. On February 2, 2023, and pursuant to the SPA, the Preferred A Investor exercised its option to convert 9,300 shares of Series A Preferred Stock into 229,163 shares of Common Stock of the Company. On February 17, 2023, and pursuant to the SPA, the Preferred A Investor exercised its option to convert 9,000 shares of Series A Preferred Stock into 240,155 shares of Common Stock of the Company. On March 2, 2023, and pursuant to the SPA, the Preferred A Investor exercised its option to convert 6,262 shares of Series A Preferred Stock into 250,000 shares of Common Stock of the Company. On March 13, 2023, and pursuant to the SPA, the Preferred A Investor exercised its option to convert 6,650 shares of Series A Preferred Stock into 265,504 shares of Common Stock of the Company. On March 28, 2023, and pursuant to the SPA, the Preferred A Investor exercised its option to convert 7,000 shares of Series A Preferred Stock into 277,308 shares of Common Stock of the Company. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“‘US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As applicable to the financial statements, the most significant estimates and assumptions relate to the measurement of convertible notes, derivative liabilities and going concern. |
Functional currency | Functional currency The functional currency of the Company is the US dollar (“US$”), which is the currency of the primary economic environment in which the operations of the Company are conducted. |
Cash and cash equivalents | Cash and cash equivalents Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. |
Inventory | Inventory Inventories are valued at the lower of cost or net realizable value. Cost of raw and packaging materials, purchased products, manufactured finished products and products in process are determined on the average cost basis. The Company regularly reviews its inventories for impairment and reserves are established when necessary. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. |
Derivative Liabilities and Fair Value of Financial Instruments | Derivative Liabilities and Fair Value of Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. Once determined, derivative liabilities 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. Fair value of certain of the Company’s financial instruments including cash, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in 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: the market approach; the income approach; and 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. 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: total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the fair value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair values of derivative liabilities over the life of the convertible notes. 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: Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 632 632 Fair value of warrants issued in convertible loan - - 1 1 Total liabilities - - 633 633 Balance as of December 31, 2021 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 1,017 1,017 Fair value of warrants issued in convertible loan - - 24 24 Total liabilities - - 1,041 1,041 |
Revenue recognition | Revenue recognition Revenues are recognized when delivery has occurred and there is persuasive evidence of an agreement, the fee is fixed or determinable and collection of the related receivables is reasonably assured, and no further obligations exist. Revenues from sales of products are recognized when title and risk and rewards for the products are transferred to the customer. |
Research and development expenses | Research and development expenses Research and development expenses are charged to operations as incurred. |
Income Taxes | Income Taxes Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss carry forwards for income tax purposes may be limited by Internal Revenue Code section 382 if a change of ownership occurs. |
Net Loss Per Basic and Diluted Common Share | Net Loss Per Basic and Diluted Common Share |
Stock-Based Compensation | Stock-Based Compensation Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. However, when the Company grants to non-employees a fully vested, nonforfeitable equity instrument, such grants are measured based on the fair value of the award at the date of grant. When the fully vested, nonforfeitable equity instruments are granted for services to be received in future periods, the measured cost is recognized as an increase to stockholders’ equity at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption “Services receivable”. Such amount is subsequently amortized to the statement of operations over the term of the services as an operating expense, as if the Company has paid periodic payments of cash for the services received from such service provider. |
Recent Accounting Pronouncements | Recent accounting pronouncements: In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 replaces the current incurred loss model guidance with a new method that reflects expected credit losses. Under this guidance, an entity would recognize an allowance for credit losses equal to its estimate of expected credit losses on financial assets measured at amortized cost. In November 2019, the FASB extended the effective date of ASU 2016-13 for smaller reporting companies. As a result, ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022, with early adoption permitted. The standard is not expected to have a significant impact on the Company’s financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible instruments by removing certain separation models in Accounting Standards Codification (“ASC”) 470-20, “Debt—Debt with Conversion and Other Options,” (“ASC 470-20”) for convertible instruments. Under ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under ASC 815, “Derivatives and Hedging,” or that do not result in substantial premiums accounted for as paid-in capital. For smaller reporting companies, ASU 2020-06 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2023, with early adoption permitted for fiscal years beginning after December 15, 2020. The Company is currently assessing the impact of this update on the Company’s financial statements. In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“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” (“ASU 2021-04”). The guidance is effective for the Company on January 1, 2022. The Company has evaluated the impact of adopting this standard and concluded there is no impact on the Company’s financial statements. 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_2
Summary of Significant Accounting Policies and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis | Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 632 632 Fair value of warrants issued in convertible loan - - 1 1 Total liabilities - - 633 633 Balance as of December 31, 2021 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 1,017 1,017 Fair value of warrants issued in convertible loan - - 24 24 Total liabilities - - 1,041 1,041 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of the fair value of the derivative at each balance sheet | December 31, Common stock price $ 0.0902 Expected volatility 262.09 % Expected term 1.43 years Risk free rate 4.59 % Expected dividend yield 0 % Fair Market Value of Warrants $ - * * represents an amount less than $1 thousand December 31, Common stock price 0.9585 Expected volatility 275.94 % Expected term 2.43 years Risk free rate 0.83 % Expected dividend yield 0 % Fair Market Value of Warrants $ 10 December 31, Common stock price $ 0.0902 Expected volatility 278.10 % Expected term (years) 2.68 Risk free rate 4.28 % Expected dividend yield 0 % Fair Market Value of Warrants $ - * December 31, Common stock price 0.9585 Expected volatility 275.94 % Expected term (years) 3.68 Risk free rate 1.07 % Expected dividend yield 0 % Fair Market Value of Warrants $ 2 December 31, Common stock price $ 0.0902 Expected volatility 146.61 % Expected term 0.26 Risk free rate 4.46 % Expected dividend yield 0 % Fair Market Value of Convertible component $ 80 December 31, Common stock price $ 0.9585 Expected volatility 275.94 % Expected term 1.27 Risk free rate 1.07 % Expected dividend yield 0 % Fair Market Value of Convertible component $ 164 December 31, Common stock price $ 0.0902 Expected volatility 269.78 % Expected term 3.27 Risk free rate 4.19 % Expected dividend yield 0 % Fair Market Value of Warrants $ 1 December 31, Common stock price $ 0.9585 Expected volatility 275.94 % Expected term 4.27 Risk free rate 1.07 % Expected dividend yield 0 % Fair Market Value of Warrants $ 12 December 31, December 31, Common stock price $ 0.0902 $ 0.9585 Expected volatility 146.61 % 87.57 % Expected term 0.50 0.43 Risk free rate 4.76 % 0.16 % Expected dividend yield 0 % 0 % Fair Market Value of Convertible component – Tranche 1 $ 264 $ 201 December 31, December 31, Common stock price $ 0.0902 $ 0.9585 Expected volatility 146.61 % 86.8 % Expected term 0.50 0.51 Risk free rate 4.76 % 0.19 % Expected dividend yield 0 % 0 % Fair Market Value of Convertible component – Tranche 2 $ 35 $ 130 December 31, December 31, Common stock price $ 0.0902 $ 0.9585 Expected volatility 146.61 % 205.2 % Expected term 0.50 0.95 Risk free rate 4.76 % 0.37 % Expected dividend yield 0 % 0 % Fair Market Value of Convertible component $ 253 $ 522 |
Schedule of changes in fair value of the level 3 liabilities | Warrants Convertible (U.S. dollars in thousands) Outstanding at December 31, 2021 24 1,017 Settlement of derivative liabilities - (127 ) Changes in fair value (23 ) (258 ) Outstanding at December 31, 2022 1 632 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of common stock activity | Summary of common stock activity for the year ended December 31, 2022 Outstanding Balance, December 31, 2021 2,055,487 Shares issued due to conversion of Notes 1,933,045 Shares issued for services 27,303 Conversion of Preferred A Shares into common shares 390,477 Balance, December 31, 2022 4,406,312 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
General And Administrative Expenses [Abstract] | |
Schedule of general and administrative expenses | Year ended Year ended 2022 2021 (U.S. dollars in thousands) Professional fees 172 297 Share based compensation 508 881 Management fees 100 100 Other expenses 113 26 $ 893 $ 1,304 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation between the theoretical tax expense | Year ended 2022 2021 (U.S. dollars in thousands) Loss before taxes, as reported in the statements of operations $ 2,406 $ 3,817 Federal and State statutory rate 21 % 21 % Theoretical tax benefit on the above amount at federal statutory tax rate 505 802 Share-based compensation (107 ) (215 ) Income (expenses) in respect of warrants issued and convertible component in convertible loan, net interest expenses (Note 3) 44 (367 ) Interest expense (Note 3) 33 - Losses and other items for which a valuation allowance Was provided or benefit from loss carry forward (410 ) (220 ) Actual tax income (expense) - - |
Schedule of deferred tax assets | 2022 2021 U.S. dollars in thousands Deferred tax assets: Net operating loss carry-forward $ 2,449 $ 871 Valuation allowance (2,449 ) (871 ) $ - $ - |
Schedule of valuation allowance | U.S. dollars Valuation allowance, December 31, 2021 $ 871 Increase 1,578 Valuation allowance, December 31, 2022 $ 2,449 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related parties payable | December 31, December 31, (U.S. dollars in thousands) Related Parties Payable due to management fee $ 119 $ 147 Related Parties Payable due to research and development 2 - Total $ 121 $ 147 |
Schedule of general and administrative expenses | For the Year Ended 2022 2021 (U.S. dollars in thousands) Management Fee 100 (*)247 (*) Include share based compensation of $147 For the Year Ended 2022 2021 (U.S. dollars in thousands) Consulting Fee 90 267 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 23, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 05, 2020 | |
Organization and Description of Business (Details) [Line Items] | ||||
Description of reverse stock split | On March 23, 2021, the Company completed a reverse stock split of its outstanding common stock. As a result of the reverse stock split, the following changes have occurred (i) every seven thousand shares of common stock have been combined into one share of common stock; (ii) the number of shares of common stock underlying each common stock option or common stock warrant have been proportionately decreased on a 7,000-for-1 basis, and the exercise price of each such outstanding stock option and common warrant has been proportionately increased on a 7,000 -for-1 basis. Accordingly, all option numbers, share numbers, warrant numbers, share prices, warrant prices, exercise prices and losses per share have been adjusted within these consolidated financial statements, on a retroactive basis, to reflect this 7,000 -for-1 reverse stock split. | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in Shares) | 7,500,000,000 | 7,500,000,000 | ||
Cash and cash equivalents | $ 168 | |||
Deficit of working capital | 1,975 | |||
Stockholders’ deficiency | 2,136 | |||
Accumulated deficit | $ 12,600 | |||
Common Stock [Member] | ||||
Organization and Description of Business (Details) [Line Items] | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Common Stock [Member] | Minimum [Member] | ||||
Organization and Description of Business (Details) [Line Items] | ||||
Common stock, shares authorized (in Shares) | 5,000,000,000 | |||
Common Stock [Member] | Maximum [Member] | ||||
Organization and Description of Business (Details) [Line Items] | ||||
Common stock, shares authorized (in Shares) | 7,500,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum [Member] | |
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items] | |
Estimated useful lives | 3 years |
Maximum [Member] | |
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items] | |
Estimated useful lives | 5 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | $ 632 | $ 1,017 |
Fair value of warrants issued in convertible loan | 1 | 24 |
Total liabilities | 633 | 1,041 |
Level 1 [Member] | ||
Liabilities: | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | ||
Fair value of warrants issued in convertible loan | ||
Total liabilities | ||
Level 2 [Member] | ||
Liabilities: | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | ||
Fair value of warrants issued in convertible loan | ||
Total liabilities | ||
Level 3 [Member] | ||
Liabilities: | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | 632 | 1,017 |
Fair value of warrants issued in convertible loan | 1 | 24 |
Total liabilities | $ 633 | $ 1,041 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||||||||||||
Dec. 14, 2021 | Jun. 07, 2021 | Apr. 06, 2021 | Sep. 03, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 23, 2022 | Oct. 07, 2022 | Aug. 03, 2022 | Jul. 27, 2022 | Jul. 26, 2022 | Jun. 28, 2022 | Jun. 07, 2022 | May 11, 2022 | Apr. 25, 2022 | Mar. 01, 2022 | Sep. 07, 2021 | Jul. 06, 2021 | Jun. 05, 2019 | |
Convertible Notes (Details) [Line Items] | |||||||||||||||||||
Convertible debt | $ 71 | $ 88 | |||||||||||||||||
Exercisable term | 5 years | ||||||||||||||||||
Convertible debt amount | $ 1 | ||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 2,619 | 190,627 | |||||||||||||||||
Conversion price (in Dollars per share) | $ 21 | ||||||||||||||||||
Conversion price, percentage | 80% | ||||||||||||||||||
Income Tax Holiday, Aggregate Dollar Amount | $ 1,250 | ||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Principal amount | $ 500 | $ 250 | $ 500 | ||||||||||||||||
Interest rate | 10% | ||||||||||||||||||
Maturity term | 1 year | ||||||||||||||||||
Outstanding common stock, percentage | 9.99% | ||||||||||||||||||
Outstanding principal amount, percentage | 5% | ||||||||||||||||||
Accrued interest | $ 22 | ||||||||||||||||||
Description of outstanding principal | During the year ended December 31, 2022, $249 of outstanding principal from the second tranche and $21 of accrued interest was converted into 1,930,635 shares of common stock. | ||||||||||||||||||
Outstanding principal | $ 249 | ||||||||||||||||||
Accrued interest | $ 21 | ||||||||||||||||||
Converted shares of common stock (in Shares) | 1,930,635 | ||||||||||||||||||
Outstanding principal balance | $ 76 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||||||||||||||
Convertible [Member] | |||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||
Interest rate | 15% | 15% | |||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||
Convertible debt | $ 1,100,000 | ||||||||||||||||||
Debt instrument, description | The first tranche of the convertible debentures in the amount of $200,000 was provided upon execution of the SPA. The second tranche in the amount of $300,000 was provided on October 23, 2019 upon the Company filing of a Registration Statement on Form S-4 in connection with the Merger with Samsara Delaware. The third tranche in the amount of $600,000 was provided on November 18, 2019 upon consummation of the Merger with Samsara Delaware and the fulfillment of all conditions required for the Merger. The Company incurred issuance cost of $100,000 with connection to those convertible debentures. | ||||||||||||||||||
Exercise price (in Dollars per share) | $ 3.46 | ||||||||||||||||||
Description of convertible notes | The loan will bear interest at an annual rate of ten percent (10%) and will be repayable after two years. | the Investor, pursuant to which the Investor will invest an aggregate amount of $220 in two tranches, and the Company will issue convertible debentures and warrants to the Investor. The first tranche of the convertible debentures in the amount of $150 was provided upon execution of the SPA. The second tranche in the amount of $70 was provided on October 7, 2020. Each tranche of the loan bears interest at an annual rate of ten percent (10%). Each tranche of the investment bears interest at an annual rate of ten percent (10%) and will be repayable after two years. Each tranche of the investment will be convertible at any time into shares of the Company’s Common Stock at a conversion price equal to the lower of (a) $0.003 per share, or (b) 80% of the lowest the daily dollar volume-weighted average price for the Company’s Common Stock during the 10 trading days immediately preceding the conversion date. As part of the transaction, the Company will issue to the Investor warrants to purchase an aggregate of 2,619 shares of Common Stock, at an exercise price equal to $0.003. The term of each warrant is five years from the issue date. Each warrant may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrant being exercised. The Company has undertaken to increase its authorized shares of Common Stock to at least 7,000,000,000 within 90 days of the closing. The SPA and the convertible debentures contain events of default, including, among other things, failure to repay the convertible debentures by the maturity date, and bankruptcy and insolvency events, that could result in the acceleration of the Investor’s right to convert the convertible debentures into shares of common stock | |||||||||||||||||
Principal amount | $ 500 | $ 150 | |||||||||||||||||
Conversion price, percentage | 80% | 80% | |||||||||||||||||
Interest rate | 10% | ||||||||||||||||||
Maturity term | 1 year | ||||||||||||||||||
Outstanding common stock, percentage | 4.99% | ||||||||||||||||||
Outstanding principal amount, percentage | 5% | ||||||||||||||||||
Convertible terms, description | In the period from loan inception through December 31, 2021, the full amount of outstanding principal and accrued interest relating to the third tranche was converted into shares of common stock. | ||||||||||||||||||
Investor Warrants [Member] | |||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||
Exercise price (in Dollars per share) | $ 3.46 | ||||||||||||||||||
Issuance of common stock (in Shares) | 10,838 | ||||||||||||||||||
Convertible [Member] | |||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||
Warrants to purchase (in Shares) | 13,095 | ||||||||||||||||||
Exercise price (in Dollars per share) | $ 21 | ||||||||||||||||||
Exercisable term | 5 years | ||||||||||||||||||
Principal amount | $ 29 | $ 32 | $ 28 | $ 29 | $ 13 | $ 18 | $ 13 | $ 23 | $ 30 | $ 35 | |||||||||
Convertible Debt [Member] | |||||||||||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||||||||||
Principal amount | $ 500 | $ 175 |
Convertible Notes (Details) - S
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
June 5, 2019 [Member] | |||
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet [Line Items] | |||
Common stock price (in Dollars per share) | $ 0.0902 | $ 0.9585 | |
Expected volatility | 262.09% | 275.94% | |
Expected term | 1 year 5 months 4 days | 2 years 5 months 4 days | |
Risk free rate | 4.59% | 0.83% | |
Expected dividend yield | 0% | 0% | |
Fair Market Value of Warrants (in Dollars) | [1] | $ 10 | |
September 3, 2020 [Member] | |||
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet [Line Items] | |||
Common stock price (in Dollars per share) | $ 0.0902 | $ 0.9585 | |
Expected volatility | 278.10% | 275.94% | |
Expected term | 2 years 8 months 4 days | 3 years 8 months 4 days | |
Risk free rate | 4.28% | 1.07% | |
Expected dividend yield | 0% | 0% | |
Fair Market Value of Warrants (in Dollars) | [1] | $ 2 | |
April 6, 2021 [Member] | |||
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet [Line Items] | |||
Common stock price (in Dollars per share) | $ 0.0902 | $ 0.9585 | |
Expected volatility | 146.61% | 275.94% | |
Expected term | 3 months 3 days | 1 year 3 months 7 days | |
Risk free rate | 4.46% | 1.07% | |
Expected dividend yield | 0% | 0% | |
Fair Market Value of Convertible component (in Dollars) | $ 80 | $ 164 | |
Black-Scholes Option-Pricing Model [Member] | |||
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet [Line Items] | |||
Common stock price (in Dollars per share) | $ 0.0902 | $ 0.9585 | |
Expected volatility | 269.78% | 275.94% | |
Expected term | 3 years 3 months 7 days | 4 years 3 months 7 days | |
Risk free rate | 4.19% | 1.07% | |
Expected dividend yield | 0% | 0% | |
Fair Market Value of Warrants (in Dollars) | $ 1 | $ 12 | |
June 7, 2021 [Member] | |||
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet [Line Items] | |||
Common stock price (in Dollars per share) | $ 0.0902 | $ 0.9585 | |
Expected volatility | 146.61% | 87.57% | |
Expected term | 6 months | 5 months 4 days | |
Risk free rate | 4.76% | 0.16% | |
Expected dividend yield | 0% | 0% | |
Fair Market Value of Convertible component (in Dollars) | $ 264 | $ 201 | |
Monte Carlo Simulation Model [Member] | |||
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet [Line Items] | |||
Common stock price (in Dollars per share) | $ 0.0902 | $ 0.9585 | |
Expected volatility | 146.61% | 86.80% | |
Expected term | 6 months | 6 months 3 days | |
Risk free rate | 4.76% | 0.19% | |
Expected dividend yield | 0% | 0% | |
Fair Market Value of Convertible component (in Dollars) | $ 35 | $ 130 | |
December 14, 2021 [Member] | |||
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet [Line Items] | |||
Common stock price (in Dollars per share) | $ 0.0902 | $ 0.9585 | |
Expected volatility | 146.61% | 205.20% | |
Expected term | 6 months | 11 months 12 days | |
Risk free rate | 4.76% | 0.37% | |
Expected dividend yield | 0% | 0% | |
Fair Market Value of Convertible component (in Dollars) | $ 253 | $ 522 | |
[1]represents an amount less than $1 thousand |
Convertible Notes (Details) -_2
Convertible Notes (Details) - Schedule of changes in fair value of the level 3 liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants [Member] | ||
Convertible Notes (Details) - Schedule of changes in fair value of the level 3 liabilities [Line Items] | ||
Outstanding, beginning balance | $ 24 | |
Settlement of derivative liabilities | ||
Changes in fair value | (23) | |
Outstanding, ending balance | 1 | $ 24 |
Convertible Component [Member] | ||
Convertible Notes (Details) - Schedule of changes in fair value of the level 3 liabilities [Line Items] | ||
Outstanding, beginning balance | $ 632 | 1,017 |
Settlement of derivative liabilities | (127) | |
Changes in fair value | (258) | |
Outstanding, ending balance | $ 632 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||||||||||||
Nov. 23, 2022 | Oct. 07, 2022 | Aug. 10, 2022 | Aug. 03, 2022 | Jul. 27, 2022 | Jul. 26, 2022 | Jun. 28, 2022 | Jun. 07, 2022 | May 17, 2022 | May 11, 2022 | Apr. 25, 2022 | Apr. 11, 2022 | Mar. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 12, 2022 | Sep. 07, 2021 | Jul. 06, 2021 | Jun. 07, 2021 | |
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Principal amount | $ 250 | $ 500 | $ 500 | ||||||||||||||||
Accrued interest | $ 2 | ||||||||||||||||||
Common stock issued and outstanding percentage | 4.99% | ||||||||||||||||||
Conversion price percentage | 80% | ||||||||||||||||||
Dividend percentage | 15% | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Shares of common stock (in Shares) | 27,303 | 27,303 | |||||||||||||||||
Fair market value | $ 41 | ||||||||||||||||||
Shares of Series A Preferred Stock (in Shares) | 2,848 | ||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Investor exercised (in Shares) | 14,466 | ||||||||||||||||||
Shares of common stock (in Shares) | 181,442 | ||||||||||||||||||
Series A preferred stock par value, per share (in Dollars per share) | $ 0.0001 | ||||||||||||||||||
Stated value per share (in Dollars per share) | $ 1 | ||||||||||||||||||
Shares of Series A Preferred Stock (in Shares) | 73,312 | 148,062 | |||||||||||||||||
Purchase price | $ 63 | $ 129 | |||||||||||||||||
Net of issuance costs | $ 60 | $ 125 | |||||||||||||||||
Dividend percentage | 6% | ||||||||||||||||||
Price per share (in Dollars per share) | $ 1 | ||||||||||||||||||
Series A Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Redemption premium percentage | 110% | ||||||||||||||||||
Series A Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Redemption premium percentage | 120% | ||||||||||||||||||
Series A Preferred Stock 1 [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Investor exercised (in Shares) | 13,500 | ||||||||||||||||||
Shares of common stock (in Shares) | 209,035 | ||||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||||
Principal amount | $ 29 | $ 32 | $ 28 | $ 29 | $ 13 | $ 18 | $ 13 | $ 23 | $ 30 | $ 35 | |||||||||
Accrued interest | $ 1 | $ 2 | $ 0 | $ 0 | $ 1 | $ 2 | $ 1 | $ 4 | $ 6 | ||||||||||
Shares of common stock (in Shares) | 363,498 | 329,252 | 295,579 | 259,404 | 130,250 | 123,288 | 117,244 | 113,109 | 103,963 | 97,458 | |||||||||
Fair market value | $ 39 | $ 43 | $ 35 | $ 44 | $ 38 | $ 31 | $ 36 | $ 29 | $ 45 | $ 56 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of common stock activity | Dec. 31, 2022 shares |
Schedule of Common Stock Activity [Abstract] | |
Balance, December 31, 2021 | 2,055,487 |
Shares issued due to conversion of Notes | 1,933,045 |
Shares issued for services | 27,303 |
Conversion of Preferred A Shares into common shares | 390,477 |
Balance, December 31, 2022 | 4,406,312 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - Schedule of general and administrative expenses - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of general and administrative expenses [Abstract] | ||
Professional fees | $ 172 | $ 297 |
Share based compensation | 508 | 881 |
Management fees | 100 | 100 |
Other expenses | 113 | 26 |
General and administrative expenses | $ 893 | $ 1,304 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | |||
Corporate tax rate | 21% | ||
Ownership percentage | 50% | ||
Income tax benefits (in Dollars) | $ 0 | $ 0 | |
Maximum [Member] | |||
Income Taxes (Details) [Line Items] | |||
Federal income tax rate | 35% | ||
Minimum [Member] | |||
Income Taxes (Details) [Line Items] | |||
Federal income tax rate | 21% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of reconciliation between the theoretical tax expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of reconciliation between the theoretical tax expense [Abstract] | ||
Loss before taxes, as reported in the statements of operations | $ 2,406 | $ 3,817 |
Federal and State statutory rate | 21% | 21% |
Theoretical tax benefit on the above amount at federal statutory tax rate | $ 505 | $ 802 |
Share-based compensation | (107) | (215) |
Income (expenses) in respect of warrants issued and convertible component in convertible loan, net interest expenses (Note 3) | 44 | (367) |
Interest expense (Note 3) | 33 | |
Losses and other items for which a valuation allowance Was provided or benefit from loss carry forward | (410) | (220) |
Actual tax income (expense) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax assets: | ||
Net operating loss carry-forward | $ 2,449 | $ 871 |
Valuation allowance | (2,449) | $ (871) |
Deferred tax assets |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of valuation allowance $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of Valuation Allowance [Abstract] | |
Valuation allowance, December 31, 2021 | $ 871 |
Increase | 1,578 |
Valuation allowance, December 31, 2022 | $ 2,449 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Related Party Transactions [Abstract] | |
Related Parties Payable due to management fee | $ 147 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of related parties payable - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Related Parties Payable [Abstract] | ||
Related Parties Payable due to management fee | $ 119 | $ 147 |
Related Parties Payable due to research and development | 2 | |
Total | $ 121 | $ 147 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of general and administrative expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
General and Administrative Expense [Member] | |||
Related Party Transactions (Details) - Schedule of general and administrative expenses [Line Items] | |||
Management Fee | [1] | $ 100 | $ 247 |
Research and Development Expense [Member] | |||
Related Party Transactions (Details) - Schedule of general and administrative expenses [Line Items] | |||
Consulting Fee | $ 90 | $ 267 | |
[1] Include share based compensation of $147 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - shares | Mar. 28, 2023 | Mar. 13, 2023 | Mar. 02, 2023 | Feb. 17, 2023 | Feb. 02, 2023 | Jan. 19, 2023 |
Series A Preferred Stock [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Investor exercised | 7,000 | 6,650 | 6,262 | 9,000 | 9,300 | 10,000 |
Common Stock [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Shares of common stock | 277,308 | 265,504 | 250,000 | 240,155 | 229,163 | 219,710 |