Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | APPYEA, INC. |
Entity Central Index Key | 0001568969 |
Entity Tax Identification Number | 46-1496846 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 16 Natan Alterman St |
Entity Address, City or Town | Gan Yavne, Israel |
City Area Code | (800) |
Local Phone Number | 674-3561 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Contact Personnel Email Address | info@appyea.com |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 206,000 | $ 11,000 |
Other accounts receivables | 13,000 | |
Loan to a Related party | 137,000 | 2,000 |
Total current assets | 356,000 | 13,000 |
Non-current assets | ||
Property and equipment, net | 2,000 | |
Intangible assets. net | 148,000 | |
Total non-current asset | 150,000 | |
Total assets | 506,000 | 13,000 |
Current liabilities | ||
Trade payables | 30,000 | 4,000 |
Other accounts payable | 65,000 | 2,000 |
Short-term loans from related party | 89,000 | 44,000 |
Convertible loans related party | 32,000 | |
Short-term loans | 112,000 | |
Convertible loans – current portion | 1,933,000 | |
Warrants liability | 260,000 | |
Total current liabilities | 2,521,000 | 50,000 |
Non-current liabilities | ||
Convertible loan – net of current portion | 415,000 | |
Total non-current liabilities | 415,000 | |
Total liabilities | 2,936,000 | 50,000 |
DEFICIENCY AppYea Inc. Stockholders’ Deficiency: | ||
Convertible preferred stock, $0.0001 par value | ||
Common stock, $0.0001 par value | 21,000 | 8,000 |
Additional Paid in Capital | 768,000 | (7,000) |
Accumulated deficit | (3,205,000) | (26,000) |
Total AppYea Inc. stockholders’ deficiency | (2,416,000) | (25,000) |
Non-controlling interests | (14,000) | (12,000) |
Total Deficiency | (2,430,000) | (37,000) |
Total liabilities and deficiency | $ 506,000 | $ 13,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Research and development expenses | $ 81 | |
Sales and marketing | 5 | 1 |
General and administrative expenses | 632 | 2 |
Operating loss | (718) | (3) |
Reverse merger cost | (2,457) | |
Financial expenses, net (including net income to related party $2) | (6) | (1) |
Consolidated net loss | (3,181) | (4) |
Non-controlling interests | 2 | |
Net loss attributable to AppYea Inc. | $ (3,179) | $ (4) |
Net Loss Per Common Share: | ||
Basic and Diluted | $ (0.026) | $ 0 |
Weighted Average Number of Common Shares Outstanding: | ||
Basic and Diluted* | 118,852,344 | 61,368,987 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Related party net income | $ 2 | $ 2 |
Consolidated Statements Of Chan
Consolidated Statements Of Changes In Deficiency - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Balance as of December 31, 2020 | $ (37) | $ (33) | |
Adjusting shares issuance of AppYea, shares | [1] | ||
Net loss | $ (3,181) | (4) | |
Issuance of shares | $ 299 | ||
Issuance of shares, shares | [1] | ||
Shares issued in the Reverse Merger | $ 4 | ||
Shares issued in the reverse merger, shares | [1] | 75,000 | |
Share based Compensation | $ 485 | ||
Balance as of December 31, 2021 | $ (2,430) | (37) | |
Balance, shares | 10,482,659 | ||
Preferred Stock [Member] | |||
Balance as of December 31, 2020 | |||
Balance, shares | [1] | 225,000 | 36,562 |
Adjusting the amount of shares in light of issuance of AppYea shares | |||
Adjusting shares issuance of AppYea, shares | [1] | 188,438 | |
Net loss | |||
Issuance of shares | |||
Shares issued in the Reverse Merger | |||
Share based Compensation | |||
Balance as of December 31, 2021 | |||
Balance, shares | [1] | 300,000 | 225,000 |
Common Stock [Member] | |||
Balance as of December 31, 2020 | $ 6 | $ 6 | |
Balance, shares | [1] | 63,109,055 | 59,628,919 |
Adjusting the amount of shares in light of issuance of AppYea shares | $ 6 | ||
Adjusting shares issuance of AppYea, shares | [1] | 65,795,623 | 3,480,136 |
Net loss | |||
Issuance of shares | $ 5 | ||
Issuance of shares, shares | [1] | 45,690,956 | |
Shares issued in the Reverse Merger | $ 4 | ||
Shares issued in the reverse merger, shares | [1] | 43,650,692 | |
Share based Compensation | |||
Balance as of December 31, 2021 | $ 21 | $ 6 | |
Balance, shares | [1] | 218,246,326 | 63,109,055 |
Additional Paid-in Capital [Member] | |||
Balance as of December 31, 2020 | $ (5) | $ (5) | |
Adjusting the amount of shares in light of issuance of AppYea shares | (6) | ||
Net loss | |||
Issuance of shares | 294 | ||
Share based Compensation | 485 | ||
Balance as of December 31, 2021 | 768 | (5) | |
Retained Earnings [Member] | |||
Balance as of December 31, 2020 | (26) | (22) | |
Adjusting the amount of shares in light of issuance of AppYea shares | |||
Net loss | (3,179) | (4) | |
Issuance of shares | |||
Shares issued in the Reverse Merger | |||
Share based Compensation | |||
Balance as of December 31, 2021 | (3,205) | (26) | |
Total [Member] | |||
Balance as of December 31, 2020 | (25) | (21) | |
Adjusting the amount of shares in light of issuance of AppYea shares | |||
Net loss | (3,179) | (4) | |
Issuance of shares | 299 | ||
Shares issued in the Reverse Merger | 4 | ||
Share based Compensation | 485 | ||
Balance as of December 31, 2021 | (2,416) | (25) | |
Noncontrolling Interest [Member] | |||
Balance as of December 31, 2020 | (12) | (12) | |
Adjusting the amount of shares in light of issuance of AppYea shares | |||
Net loss | (2) | ||
Issuance of shares | |||
Shares issued in the Reverse Merger | |||
Share based Compensation | |||
Balance as of December 31, 2021 | $ (14) | $ (12) | |
[1] | The number of preferred and common shares outstanding were retroactively adjusted as a result of a reverse merger and reverse split. See Note 1 and Note 9. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Consolidated net loss | $ (3,181) | $ (4) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 16 | |
Share based compensation | 485 | |
Reverse merger cost | 2,457 | |
Changes in operating assets and liabilities: | ||
Other current assets | 54 | |
Accounts payable | 1 | |
Net cash used in operating activities | (168) | (4) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (3) | |
Cash acquired in reverse merger (Appendix A) | 170 | |
Net cash provided by investing activities | 167 | |
Cash flows from financing activities: | ||
Issuance of shares of Common Stock | 136 | |
Loans received from a related company | 60 | 14 |
Net cash provided by financing activities | 196 | 14 |
Change in cash and cash equivalents | 195 | 10 |
Cash and cash equivalents at beginning of year | 11 | 1 |
Cash and cash equivalents at end of year | 206 | 11 |
Non-Cash Activity | ||
Purchase of Intangible Asset by issuance of common stock | 163 | |
Appendix A - Reverse Merger | ||
Shares issued in the reverse merger | (4) | |
Sleep X Ltd [Member] | ||
Appendix A - Reverse Merger | ||
Working capital (excluding cash and cash equivalents), net | (129) | |
Loans, convertible loans and warrants | 2,752 | |
Cost of reverse merger | 2,457 | |
Shares issued in the reverse merger | 4 | |
Cash acquired in reverse merger | $ 170 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 - GENERAL AppYea, Inc. (“AppYea”, “the Company”, “we” or “us”) was incorporated in the State of South Dakota on November 26, 2012 to engage in the acquisition, purchase, maintenance and creation of mobile software applications. The Company is in the development stage with no significant revenues and no operating history. On November 1, 2021 the Company was redomiciled in the State of Nevada. The Company’s common stock is traded on the OTC Markets, pink tier, under the symbol “APYP”. Reverse merger In anticipation of the reverse merger described below, on July 2, 2021, Boris Molchadsky a majority shareholder of the Company, acquired in a private transaction from the former majority shareholder two hundred and twenty-five thousand ( 225,000 ) Shares of Series A Preferred Stock of the Company. The Series A Preferred Shares have the right to vote 1,000 to 1 as shares of common stock and are convertible into 1,500 to 1 of the shares of common stock of the Company . The acquisition of the Preferred Shares provided Boris Molchadsky control of a majority of the Company’s voting equity capital. On August 2, 2021, the Company entered into a stock exchange agreement with SleepX Ltd., a company formed under the laws of the State of Israel (“SleepX”) and controlled by the majority shareholder of AppYea, Pursuant to the agreement, the outstanding equity capital consisting of 1,724 common shares of SleepX was exchanged for 174,595,634 shares of common stock of the Company, based on the agreement that determined that to SleepX shareholders will be issued common shares in the amount that will result in them holding 80% of the common shares issued of AppYea , As a result, SleepX became a wholly owned subsidiary of the Company. On December 31, 2021, the terms of the agreement were fulfilled; however, the issuance of the shares to SleepX shareholders, due to administrative matters was completed in March 2022 after the Company completed a reverse stock split (see Note 9E). As of the result of the transactions mentioned above, Mr. Molchadsky controls approximately 74 % of the total voting power of AppYea. SleepX is an Israeli research and development company that has developed a unique product for monitoring and treating sleep apnea and snoring. The technology is protected by several international patents and, subject to raising working capital, of which no assurance can be provided, the Company plans to start serial production in 2022. The Company will focus on further development and commercialization of the products. Its strategy will include continued investment in research and development and new initiatives in sales and marketing. SleepX has incorporated, together with an unrelated third party, a privately held company under the laws of the State of Israel named Ta-nooma Ltd. (“Ta-nooma”). Ta-nooma has developed sleeping monitoring technology for which patent applications were filed and has no revenue from operation. Since its incorporation and as of the financial statements date, Sleepx holds 73.8 % of the voting interest of Ta-nooma. In addition to SleepX, the Company has four wholly owned subsidiaries with no active operations. Accounting treatment of Acquisition AppYea did not have an operation as of the date of the transactions and the Acquisition was accounted for as a reverse merger -a reverse capitalization. The entity that issues securities (the legal acquirer or-AppYea) is identified as the acquiree for accounting purposes. The entity whose interests are acquired (SleepX.) is the acquirer for accounting purposes. Since SleepX is considered the accounting acquirer, these consolidated financial statements are prepared as a continuation of the operations of SleepX, except for the legal capital which is of AppYea. The legal capital of AppYea in the financial statements is restated using the exchange ratio established in the stock exchange agreement to reflect the number of shares of the legal acquirer issued in the reverse merger. Following the above, as of December 31, 2021, the date of the transaction, the fair value of the net liabilities of AppYea was $ 2,453,000 This amount is presented as cost of the reverse merger in the statement of operations. Financial position The financial statements are presented on a going concern basis. The Company has not yet generated any material revenues, has suffered recurring losses from operations and is dependent upon external sources for financing its operations. As of December 31, 2021, the Company has an accumulated deficit and stockholders’ deficiency of $ 3,205,000 and $ 2,416,000 , respectively. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company intends to continue to finance its operating activities by raising capital. There are no assurances that the Company will be successful in obtaining an adequate level of financing needed for its long-term research and development activities on commercially reasonable terms or at all. If the Company will not have sufficient liquidity resources, the Company may not be able to continue the development of its product candidates or may be required to implement cost reduction measures and may be required to delay part of its development programs. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 1 - GENERAL (cont.) The financial statements do not include any adjustments for the values of assets and liabilities and their classification that may be necessary in the event that the Company is no longer able to continue its operations as a “going concern”. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The significant policies in the preparation of the consolidated financial statements are: a. Use of estimates : The accompanying Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense. Significant estimates include our ability to continue as going concern, the recoverability of long-lived assets, the recoverability of amounts due from related parties, the valuation of stock-based compensation and certain debt and derivative liabilities, recognition of loss contingencies and deferred tax valuation allowances. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known. See note 8 regarding the Convertible Loans and Warrants estimations. b. Financial statements in United States dollars : The functional currency of the Company is the U.S. dollar, as the U.S. dollar is the currency of the primary economic environment in which the Company operates. The Company’s transactions and balances denominated in U.S. dollars are present at their original amounts. Non-dollar transactions and balances have been re-measure to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations and are included in the Financial Expenses – net line. The exchange rate of the US Dollar to the Israeli Shekel was 3.110 and 3.215 as of December 31, 2021 and 2020, respectively. c. Cash and Cash equivalents : Cash equivalents are short-term highly liquid investments that are readily convertible to cash when originally purchased with maturities of three months or less. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) d. Property, plant and equipment, net : Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates: SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS % Computers equipment and software 33 e. Other Intangibles- patents Identifiable intangible assets are stated at cost, net of accumulated amortization. Patents are being amortized on the straight-line method over useful lives. f. Severance pay : Certain of the Company’s employees have subscribed to Section 14 of Israel’s Severance Pay Law, 5723-1963 (“Section 14”). According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33 % of their monthly salary, made in their name with insurance companies. Payments in accordance with section 14 release the Company from any future severance liabilities (under the above Israeli Severance Pay Law) in respect of those employees. Neither severance pay liability nor severance pay fund under Section 14 is recorded on the Company’s balance sheet. g. Derivative Financial Instruments Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option based simple derivative financial instruments, the Company uses an option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. h. Fair value of financial instrument s: As defined in ASC 820 “Fair Value Measurements” (“ASC 820”), fair value 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The following table summarizes fair value measurements by level at December 31, 2021 measured at fair value on a recurring basis: SUMMARY OF ASSETS AND LIABILITIES THAT ARE MEASURED AND RECOGNIZED AT FAIR VALUE December 31, 2021 Level 1 Level 2 Level 3 Total Assets In U.S. dollars None - - - - Liabilities Convertible Loans - - 2,379,629 2,379,629 Warrants 259,892 - - 259,892 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) i. Concentrations of credit risks : The financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Balances in various cash accounts may at times exceed federally insured limits. We have not experienced any losses in such accounts. Cash and cash equivalents are invested in major banks in Israel and United States. Generally, these deposits may be redeemed upon demand and therefore, management believes there is minimal risk. Other than certain warrant and convertible instruments (derivative financial instruments)., we believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value. The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. j. Convertible Debt : For convertible debt that does not contain an embedded derivative that requires bifurcation, the conversion feature is evaluated to determine if the rate of conversion is below market value and should be categorized as a beneficial conversion feature (“BCF”). A BCF related to debt is recorded by the Company as a debt discount and with the offset recorded to equity. The related convertible debt is recorded net of the discount for the BCF. The discount is amortized as additional interest expense over the term of the debt with the resulting debt discount being accreted over the term of the note. k. The Fair Value Measurement Option We have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the entire hybrid financing instrument at fair value under the guidance of ASC 815, Derivatives and Hedging (“ASC 815”). The Company reports interest expense, including accrued interest, related to this convertible debt under the fair value option, within the change in fair value of convertible notes and derivatives in the accompanying consolidated statement of operations. l. Research and development costs : Research and development consist of costs incurred in the process of developing product improvements or new products, and are expensed to the statement of operations as incurred. As of now the company does not capitalize any of its research and development costs. m. General and administrative expenses: General and administrative expenses consist of all corporate overhead costs incurred by the Company. n. Stock-Based Compensation : We account for stock-based compensation in accordance with ASC 718, Stock Compensation The Company utilizes the straight-line method allocating the cost over the service period. o. Income taxes : The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” (“ASC 740”), using the liability method whereby deferred tax assets and liability account balances are determined based on the differences between financial reporting and the tax basis for assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company accounts for uncertain tax provisions in accordance with ASC 740-10-05, “Accounting for Uncertainty in Income Taxes.” The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. p. Basic and Diluted Net Income (Loss) per Share : The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and Convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. For the year ending December 31, 2021 and 2020, there were 346,593,597 and 266,835,750 shares, respectively, of convertible preferred stock outstanding and conversion privileges attached to convertible promissory notes payable. The common share equivalents of these securities have not been included in the calculations of loss per share because such inclusions would have an antidilutive effect as the Company has incurred losses during the years ended December 31, 2021 and 2020. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) q. Recent Accounting Pronouncements On January 1, 2021, the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of ASU 2019-12 did not have a material effect on its consolidated 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)” (“ASU 2020-06”), which is intended to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance on the basis of feedback from financial statement users. ASU 2020-06 is effective for fiscal years, and interim periods in those fiscal years, beginning after December 15, 2023 (effective January 1, 2024) for smaller reporting companies. The Company is determining the adoption of this new accounting guidance and the effect on its consolidated financial statements throughout the period until implementation. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326),” referred to herein as ASU 2016-13, which significantly changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 replaces the existing incurred loss model with an expected credit loss model that requires entities to estimate an expected lifetime credit loss on most financial assets and certain other instruments. Under ASU 2016-13 credit impairment is recognized as an allowance for credit losses, rather than as a direct write-down of the amortized cost basis of a financial asset. The impairment allowance is a valuation account deducted from the amortized cost basis of financial assets to present the net amount expected to be collected on the financial asset. Once the new pronouncement is adopted by the Company, the allowance for credit losses must be adjusted for management’s current estimate at each reporting date. The new guidance provides no threshold for recognition of impairment allowance. Therefore, entities must also measure expected credit losses on assets that have a low risk of loss. For instance, trade receivables that are either current or not yet due may not require an allowance reserve under currently generally accepted accounting principles, but under the new standard, the Company will have to estimate an allowance for expected credit losses on trade receivables under ASU 2016-13. ASU 2016-13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2022for smaller reporting companies. Early adoption is permitted. The Company is determining the adoption of this new accounting guidance and the effect on its consolidated financial statements throughout the period until implementation. Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements. |
OTHER ACCOUNTS RECEIVABLE
OTHER ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2021 | |
Credit Loss [Abstract] | |
OTHER ACCOUNTS RECEIVABLE | NOTE 3 - OTHER ACCOUNTS RECEIVABLE SCHEDULE OF OTHER ACCOUNTS RECEIVABLE 2021 2020 December 31, 2021 2020 In U.S. dollars in thousands Governmental authorities 7 - Other receivables 6 - Total other accounts receivables 13 - |
PROPERTY AND EQUIPEMENT, NET
PROPERTY AND EQUIPEMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPEMENT, NET | NOTE 4 - PROPERTY AND EQUIPEMENT, NET SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2021 2021 In U.S. dollars in thousands Computers Cost 3 - Accumulated depreciation (1 ) - Balance, Net 2 - Depreciation expense amounted to $ 1 for the year ended December 31, 2021. |
INTANGIBLE ASSET
INTANGIBLE ASSET | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSET | NOTE 5 - INTANGIBLE ASSET On May 12, 2021, SleepX entered into license agreement with Nexense Technologies USA Inc., (“Nexense”) a related party, which is controlled by Boris Molchadsky, (the “Licensor”) pursuant to which SleepX will receive from the Licensor the rights to use all of the Licensor’s owned intellectual property (the “IP”) for any commercial purposes. Management believes that the IP is not currently ready for private or commercial use and therefore, SleepX will be required to research, develop, apply for patents protection and invest in the IP in order to ready it for commercial use. Any change, improvement, inventive addition, progress, results of research or a new product with respect to the intellectual property rights, will all be owned solely by SleepX. The payment terms for the license agreement are 3 % of the gross profit arising from the sale of the products based on the licensed IP and up to an aggregate amount of $ 2,000,000 . As part of the agreement, SleepX has issued the related party shares equivalent to 40 % of SleepX, after dilution. The IP asset is valued in the financial statements at the cost that Licensor paid to acquire the IP. As of December 31, 2021, the Company has not generated any revenues and accordingly no royalties were incurred and paid. SCHEDULE OF GENERATED REVENUES AND NO ROYALTIES Cost $ 163,000 Accumulated amortization $ (15,000 ) $ 148,000 Amortization expense amounted to $ 15,000 for the year ended December 31, 2021. The estimated amortization expense over the next 5 years is expected to be $ 116,000 . APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
OTHER ACCOUNT PAYABLES
OTHER ACCOUNT PAYABLES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
OTHER ACCOUNT PAYABLES | NOTE 6 - OTHER ACCOUNT PAYABLES SCHEDULE OF OTHER ACCOUNTS PAYABLE 2021 2020 December 31, 2021 2020 In U.S. dollars in thousands Accrued expenses 13 2 Deferred income 5 - Government institutions 15 - Employees and payroll accruals 32 - Other accounts payable 65 2 |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | NOTE 7 - RELATED PARTY BALANCES AND TRANSACTIONS A. Loan to related party During the course of 2021, the Company loaned to Boris Molchadsky an aggregate amount of $ 136,936 . As of the date hereof the loan bears interest at an annual rate of 3.4 % and is repayable in full by December 31, 2022. B. Short-term loans from related parties During 2021, SleepX borrowed from Nexense an aggregate amount of $ 47,623 . According to the agreement, the loan shall be repaid in an event that the Company’s profits are sufficient to repay the aggregate loan amount and upon such terms and in such installments as shall be determined by the Board. The loan shall bear interest at an annual rate equal to the minimum rate approved by applicable law in Israel ( 3.4 % in 2021). During 2020, the minority shareholder of Ta-nooma loaned Ta-nooma $ 41,082. The loan does not carry any interest expense and the repayment terms have yet to be determined. C. Convertible loans related party On August 22, 2021 Evergreen Venture Partners LLC, owned by Douglas O. McKinnon, former CEO of the company, agreed to advance to the Company up to $ 265,000 in tranches under the terms of an 18 month unsecured promissory note. Under the terms of the note, which bears interest at a rate of 8 % per annum, the investor can convert the note into shares of common stock at 35% discount to the highest daily trading price over the 10 days’ preceding conversion but in any event not less than $0.10 per share. The note contains standard events of default. As of the December 31, 2021, the related party has advanced to the Company $ 25,000 funds under the Note and there are no assurances if there will be additional. As of December 31, 2021, the fair value as estimated by an independent external evaluation with a WACC of 25 % is $ 31,958 . D. Balances with related parties SCHEDULE OF BALANCES WITH RELATED PARTIES 2021 2020 December 31, 2021 2020 In U.S. dollars in thousands Assets: Receivables Note 7(a) 137 2 Liabilities: Employees and payroll accruals 46 - Short term loan Note 7(b) 89 44 Convertible loan Note 7(c) 32 - APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 7 - RELATED PARTY BALANCES AND TRANSACTIONS (cont.) E. Transactions with related parties SCHEDULE OF RELATED PARTY TRANSACTIONS 2021 2020 Year ended December 31, 2021 2020 In U.S. dollars in thousands Expenses: Salaries and related cost (including stock-based compensation in the amount of $ 485 ) 595 - AppYea’s Management fee participation (60 ) - Financial income,net 2 - Both the Chairman and the chief financial officer are directors in the Company and do not receive compensation for their directorship roles. Company’s Bylaws provide that a director or officer shall be indemnified and held harmless by the Corporation, to the fullest extent permitted by the laws of the State of Nevada. See note 12 regarding salaries agreements. F. Purchase of IP and royalties to related party See Note 5 |
CONVERTIBLE LOANS AND WARRANTS
CONVERTIBLE LOANS AND WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Loans And Warrants | |
CONVERTIBLE LOANS AND WARRANTS | NOTE 8 - CONVERTIBLE LOANS AND WARRANTS A. Warrants During the year of 2017, the Company granted 1,931,819 warrants. As of December 31, 2021 the Warrants were valued at $ 211,622 . The expiry date of the warrants is on October 13, 2022 . On November 24, 2021, the Company granted 300,000 warrants valued at $ 43,270 . The expiry date of the warrants is on November 23, 2025 . See (b) below (“Investor 2”). In connection with the warrants issued to Investor 2 the Company also issued 8,334 warrants valued at $ 5,000 to an introducing advisor with the same terms and conditions received by Investor 2. These warrants are converted with the same cashless exercise formula, in lieu of a cash exercise, equal to the number of Common Shares computed using the following formula: the number of Warrants multiplied with the difference between the market price and the exercise price, on the effective date of conversion, divided by the market price. As the numbers of shares to be issued for the exercise of the warrants is variable the warrants have been measured at fair value. In order to calculate the fair value of the warrants, an option pricing model was used. The model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. As of December 31, 2021, the estimated fair values of the Warrants were measured according to the data as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of December 31, 2021 Expected term 0.78 – 3.90 years Expected average volatility 185.42% – 195.07 % Expected dividend yield - Risk-free interest rate 0.3 % - 1.1 % Common Stock Market Value $0.16 The following table summarizes information relating to outstanding and exercisable warrants as of December 31st, 2021: SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding and Exercisable Number of Warrants Weighted Average Remaining Contractual life Weighted Average Exercise Price Valuation as of December 31, 2021 1,931,819 0.78 $ 0.1 $ 211,622 308,334 3.9 $ 0.6 $ 48,270 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 8 - CONVERTIBLE LOANS AND WARRANTS (cont.) B. Convertible loans (Hereinafter: CLA) During the years of 2017-2021, the Company entered into convertible loan agreement (“CLA”) contracts with several investors as detailed below. The Convertible Promissory Notes will accrue interest at rates of 5 % - 12 % per annum, default interest at rates of 12% - 24 % per annum, which also convertible at the same terms as the loan. Investor 1 CLA 1 (Issued by the company During March 2019 - January 2021) The CLA is convertible into shares of the Company’s Common Stock at a per share price equal to the lesser of (i) $0.04, and (ii) the variable conversion price, which is defined as 65% of the lowest daily Volume Weighted Average Price (‘VWAP’) in the twenty (20) Trading Days prior to the Conversion Date. Maturity date for the CLA above is up to May 25th 2022. The CLA was evaluated at a fair value measurement option as one component because in each scenario the investors will prefer to convert the company shares instead of receiving the loan. In order to calculate the fair value of the CLA, the independent valuation appraiser used Monte Carlo model and the Company assumptions regarding to the expected conversion date. Using this model and assumptions, the fair value was evaluated for $ 1,918,376 as a current convertible loan on December 31, 2021. As of December 31, 2021, the estimated fair values of the Convertible Loan measured as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of December 31, 2021 Expected term 1.09 years Expected average (Monte Carlo) volatility 195.07 % Expected dividend yield - Risk-free interest rate 0.7 % CLA 2 (Issued by the Company at the year of 2021) During the year 2021, the Company entered into a new CLA contract with Investor 1. In exchange to the CLA, the Company received an amount of $ 250,000 . The maturity date of the CLA is May 10, 2023 . The CLA is convertible at a fair value measurement option at a price per share equal to the variable conversion price, which is defined as 60% of the lowest daily VWAP in the twenty (20) Trading Days prior to the Conversion Date . APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 8 - CONVERTIBLE LOANS AND WARRANTS (cont.) The CLA was evaluated at a fair value measurement option as one component because in each scenario the investors will prefer to convert the company shares instead of receiving the loan. In order to calculate the fair value of the CLA, the independent valuation appraiser used the Company assumptions regarding the expected conversion date. Using these assumptions, the fair value was evaluated for $ 318,156 as a long term loan on December 31, 2021. For the Year ended December 31, 2021, the estimated fair values of the Convertible Loan measured as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of December 31, 2021 Expected term 1.87 years WACC 25 % Investor 2 On November 24, 2021, the Company signed CLA, Warrants and SPA agreements with Investor 2 for an aggregate amount of $ 500,000 . As of December 2021, the Company received an amount of $ 110,000 out of the aggregate committed amount. The Investor shall remit the balance upon filing of a Registration Statement on Form S-1. The maturity date of the Note is the earlier of 12 months from the date of each advance or the date the Company closes on a registered public offering. The Company’s obligations under the CLA are secured by a security interest in substantially all of its assets pursuant to a Security Agreement dated as of November 24, 2021 between it and the Company. The Convertible Promissory Note will be convertible at a price equal to $ 0.5 . The conversion component was evaluated in separate from the loan. On November 24, 2021, the investment was evaluated as separate components: Warrants, common shares, Loan (Part of the CLA) and conversion component. First, the independent valuation appraiser evaluated the Warrants and the stocks in Fair Value, and the residual attributed to the CLA components. As of December 31, 2021, Warrants was evaluated at $ 43,270 In order to evaluate the CLA components, it was evaluated based on their fair value ratio and then multiplied the residual by the acceptable ratio of each of the CLA components. In addition, as of November 24, 2021 the independent valuation appraiser used Monte Carlo model and Company assumptions regarding to the expected conversion date and the expected return date of the principal amount. Using this model and assumptions, the expected conversion amount was evaluated. In addition, as of December 31, 2021 the warrants and the loan was evaluated because they identified as liabilities components. The conversion instrument was identified as an equity component, therefore it was evaluated only as of the agreement day. In order to calculate the fair value of the CLA Loan as of December 31, 2021, the independent valuation appraiser used Company assumptions regarding to the expected conversion date and the expected return date of the principal amount and then capitalized the loan using the company’s WACC for each valuation date. Using this model and assumptions, the expected conversion amount was evaluated. As of December 31, 2021 the Loan component was evaluated at $ 111,828 as a short term loan at December 31, 2021. For the Year ended December 31, 2021, the estimated fair values of the CLA measured as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED Year ended December 31, 2021 Expected term 0.87 years WACC 25 % Expected date to repay November 24 ,2022 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 8 - CONVERTIBLE LOANS AND WARRANTS (cont.) Rest of the investors During the year of 2021, the Company signed additional CLA with an investor for an amount of $ 75,000 . The CLA is convertible at a price equal to the variable conversion price, which is defined as 65% of the lowest daily VWAP in the twenty (20) Trading Days prior to the Conversion Date . The maturity date of the CLA is January 29, 2023 . The CLA was evaluated as one component because in each scenario the investors will prefer to convert the company shares instead to receive the loan. In order to calculate the fair value of the CLA, the independent valuation appraiser used Company assumptions regarding the expected conversion date. Using Company WACC, the fair value was evaluated for $ 97,226 as long term convertible loan on December 31, 2021. As of December 31, 2021, the estimated fair values of the CLA measured as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of December 31, 2021 Expected term 1.4 – 1.87 years WACC 25 % In addition, there is a loan outstanding in the amount of $ 13,913 at December 31, 2021. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 9 - STOCKHOLDERS’ EQUITY A. Convertible Preferred Stock Each convertible preferred A share is convertible into 1,500 shares of common stock and may be voted together with the common shares at a rate of 1,000 shares of common stock . As of December 31, 2021 and 2020, 300,000 shares of the Company’s convertible preferred stock were issued and outstanding. There are 500,000 convertible preferred shares authorized. On July 2, 2021, Boris Molchadsky, acquired in a private transaction from the former majority shareholder two hundred and twenty-five thousand ( 225,000 ) Shares of Series A Preferred Stock of the Company. The acquisition of the Preferred Shares makes Boris Molchadsky the majority shareholder, with the Company’s voting control. As of the result of this transaction, Mr. Molchadsky controls approximately 74% of the total voting power of AppYea Inc. after the reverse merger. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 9 - STOCKHOLDERS’ EQUITY (cont.) B. Common Stock As of December 31, 2021, and 2020, 218,246,326 and 63,109,055 shares of the Company’s common stock were issued and outstanding respectively. There are 10,000,000,000 authorized common shares as of December 31, 2021. The number of preferred and common shares outstanding were retroactively adjusted as a result of a reverse merger and reverse split (see c-e below). The holder of the shares of Common Stock are entitled to the following rights: 1. Right to participate and vote in the Company’s general meetings, whether regular or extraordinary. Each share will entitle its holder, when attending and participating in the voting in person or via agent or letter, to one vote; 2. Right to share in distribution of dividends, whether in cash or in the form of bonus shares; the distribution of assets or any other distribution pro rata to the par value of the shares held by them; 3. Right to a share in the distribution of the Company’s excess assets upon liquidation on a pro rata basis to the par value of the shares held by them. C. On March 23, 2022, the Company issued all its stock payable and the shares to the former holders of SleepX, according to the stock exchange agreement, in exchange for their shares. All their shares were issued to IBI Trust Management to be held in trust for them, according to the Israeli tax ruling. D. During the 1st quarter of 2022 the company issued 10,482,659 of common shares as a result of the note conversions that occurred in the 4th quarter 2021, these shares were recorded in the outstanding shares of the company as of December 31, 2021 as part of the shares regarding the reverse merger. E. On March 14th the company implemented a reverse Stock Split process of common and preferred shares at a ratio of two hundred (200) to one (1). The reverse split was reflected in this financial statement retroactively. |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
General And Administrative Expenses | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 10 - GENERAL AND ADMINISTRATIVE EXPENSES SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2021 2020 Year ended December 31, 2021 2020 In U.S. dollars in thousands Salaries and related costs ( * )528 - Professional services 67 2 Vehicle expenses 7 - Rent and building maintenance 5 - Others 25 - General and administrative expense 632 2 During 2021 $ 60,000 of the salaries paid by SleepX was allocated towards management fee charged to AppYea. (*) includes stock-based compensation of $ 485 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENT AND CONTINGENCIES | NOTE 11 - COMMITMENT AND CONTINGENCIES A) On March 15, 2020, SleepX entered into license agreement with B.G Negev Technologies and Applications Ltd. and Mor Research Application Ltd. (the “Licensors”) pursuant to which SleepX is entitled to receive from the Licensors an exclusive worldwide license with the right to grant sub-licenses and with a term of 15 years , to research, develop, manufacture use, market, distribute, offer for sale and sell the licensed products covered in the license agreement (the “Licensed Products”). The payment terms for the license agreement are as follows: 1. Annual license fee – annual payments as follows: SCHEDULE OF LICENSE ANNUAL PAYMENTS Year US$K 1-4 0 5 10 6 20 7 30 8 40 9-15 50 2. Running royalties – 3 % of all net sales received from the licensed products for a period of up to 15 years from initiation of sales in each state using licensed IP. 3. Sublicense payments – i. 25 % of sublicense income received prior to attainment of all regulatory approval for marketing and sale of the licensed products in the first jurisdiction where the licensed products is intended to be sold. ii. 15 % of sublicense income received after the date recorded in section (a) above, but prior to the first commercial sale of the licensed product. iii. 10 % of sublicense income received after the date recorded in section (b) above. 4. Milestone payment – payment of $ 60,000 upon the attainment of regulatory approval from applicable authority in USA or Europe to market and sell the licensed products. 5. Exit Fee Varies according to its kind upon consummation of the Exit event. In addition to the payment terms mentioned above, SleepX will reimburse the Licensors for all incurred in the filling, prosecution and maintenance of the licensor’s patents prior to the effective date. The amount of such expenses was $ 61,757 which were paid and are included in the financial statements. B) In addition, the Company’s obligations under the CLA with Investor 2 as mentioned above in Note 8, are secured by a security interest in substantially all of its assets pursuant to a Security Agreement dated as of November 24, 2021 between the investor and the Company |
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFITS | NOTE 12 - EMPLOYEE BENEFITS A. SleepX’s liability for severance pay is calculated according to Section 14 of the Israeli Severance Compensation Act, 1963 (“Section 14”), pursuant to which Holdings’ severance pay liability to its employees is fully discharged by monthly deposits to pension fund accounts in the employees’ names, at a rate of 8.33 % of the employees’ monthly salary. Under Israeli employment law, payments in accordance with Section 14 release from any future severance payment obligations in respect of those employees. The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of the cause of termination. The severance pay liabilities and deposits under Section 14 are not reflected in the consolidated balance sheets as the severance pay risks have been irrevocably transferred to the severance funds. On July 1st, 2021, SleepX has commenced the employment of 2 employees, the Chief Financial Officer and the Chairman who are both considered related party. Under the agreement with the employees, they are entitled to receive NIS 20,000 ($ 6,250 ) monthly salary. In addition, the Chief Financial Officer is entitled to Share-Based Compensation, according to the Company’s Global Share Incentive Plan. For a two-year period ending on June 30, 2023, the Chief Financial Officer is entitled to anti-dilution protection such that he is at all times entitled to options for 4% of the then total outstanding number of shares of common stock, after giving effect to the issuance of the option to him. The determination of options for additional shares to which he is entitled shall be determined on a monthly basis. As of 12.31.2021 the Chief Financial Officer was entitled to 9,093,597 options with valuation of $ 1,940,385 according to the day of each grant. In the financial statements the company registered $ 485,096 expense for the period. B. As of December 31, 2021, the estimated fair values of the options were measured as follows: SCHEDULE OF FAIR VALUE OF OPTIONS December 31, July 1st, 2021 2021 (Grant date) Expected term 1.5 years 2 years Expected average volatility 187.7 % 187.7 % Expected dividend yield - - Risk-free interest rate 0.3 % 0.3 % Common Stock Market Value $ 0.16 $ 0.76 The table below depicts the number of options granted to such employee: SCHEDULE OF OPTIONS GRANTED TO EMPLOYEE Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Chief Financial Officer 2,273,399 6,820,198 $ 0.0001 07.01.2031 For the year ended December 31, 2021 the company recognized $ 485,096 in expenses related to such options. The expense represents the aggregate grant date fair value for the option awards granted and vested during the fiscal years presented, determined in accordance with FASB ASC Topic 718. In addition, each of the employees is entitled to a success bonus of 1.5 % of any capital raised up to a total raise of $ 10 M and a success bonus of 1.0 % of any revenues of the company up to accumulated revenues of $ 20 M. The salary of the employees shall increase following a successful raise in the following manner: By NIS 20,000 ($ 6,250 ) for an accumulated $ 500 K-$ 1 M raise; additional NIS 10,000 ($ 3,125 ) for every additional $ 1 M raise or a year after the commencement date, the earliest of which; the increase shall continue up to a NIS 72,000 ($ 22,500 ). AppYea absorbs 50 % of the cost of the SleepX employees as management fees. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 13 - TAXES ON INCOME A. Taxation under Various Laws Tax rate applicable to SleepX Ltd. and Ta-nooma Ltd. is 23 %. Federal tax rate applicable to AppYea Inc. is 21 %. B. Net operating losses carryforward The net operating losses for SleepX and Ta-nooma as of December 31, 2021 amount to approximately $ 237,000 and $ 40,000 , respectively. The Company is evaluating the loss carryforward in AppYea as a result of the reverse merger, and therefore currently values them at $ 0 . C. Income taxes on foreign subsidiaries Foreign subsidiaries are taxed according to the tax laws in their respective country of residence. Neither Israeli income taxes, foreign withholding taxes nor deferred income taxes were provided in relation to undistributed earnings of the Company’s foreign subsidiaries. This is because the Company has the intent and ability to reinvest these earnings indefinitely in the foreign subsidiaries and therefore those earnings are continually redeployed in those jurisdictions. D. Income tax expenses Income tax expense for the years ended December 31, 2021 and 2020 are as follows: SCHEDULE OF INCOME TAX EXPENSE 2021 2020 December 31, 2021 2020 Current income tax - - Deferred taxed - - Income tax expense - - E. Tax Assessments The Company have not received final tax assessments for income tax purposes since incorporation. F. Deferred income taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: SCHEDULE OF DEFERRED INCOME TAXES 2021 2020 Year Ended December 31, 2021 2020 US Dollars in thousands Deferred tax assets: Net operation loss carryforward 64 9 Net deferred tax asset before valuation allowance 64 9 Valuation allowance (64 ) (9 ) Net deferred tax asset - - The Company has a valuation allowance against its net deferred tax assets due to the uncertainty of realization of the deferred tax assets due to the operating loss history of the Company. The Company currently provides a valuation allowance against deferred taxes when it is more likely than not that some portion, or all of its deferred tax assets will not be realized. The valuation allowance could be reduced or eliminated based on future earnings and future estimates of taxable income. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 - SUBSEQUENT EVENTS Management has evaluated subsequent events through the date of this report. A. On February 1st, 2022, Neil Kline was appointed to the Company’s board of directors. The Company granted Mr. Kline an option to purchase up to 500,000 shares of the Company’s common stock. Upon grant, the Options shall vest as follows: (i) 50% following 12 months from effective date and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ended April 30, 2023 . The Option shall be exercisable at a per share exercise price of $ 0.0001 and shall otherwise be subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between her and the Company. B. See Note 9 C-E. C. On April 21, 2022, the Company amended its certificate of incorporations to decrease the number of authorized shares of common stock that it may issue from time to time, from 10,000,000,000 to 900,000,000 shares. D. On May 4, 2022, the Company received notice that Todd Violette is resigning from his role as Chief Executive Officer of the Company to pursue personal interests, effective immediately. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of estimates | a. Use of estimates : The accompanying Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense. Significant estimates include our ability to continue as going concern, the recoverability of long-lived assets, the recoverability of amounts due from related parties, the valuation of stock-based compensation and certain debt and derivative liabilities, recognition of loss contingencies and deferred tax valuation allowances. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known. See note 8 regarding the Convertible Loans and Warrants estimations. |
Financial statements in United States dollars | b. Financial statements in United States dollars : The functional currency of the Company is the U.S. dollar, as the U.S. dollar is the currency of the primary economic environment in which the Company operates. The Company’s transactions and balances denominated in U.S. dollars are present at their original amounts. Non-dollar transactions and balances have been re-measure to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations and are included in the Financial Expenses – net line. The exchange rate of the US Dollar to the Israeli Shekel was 3.110 and 3.215 as of December 31, 2021 and 2020, respectively. |
Cash and Cash equivalents | c. Cash and Cash equivalents : Cash equivalents are short-term highly liquid investments that are readily convertible to cash when originally purchased with maturities of three months or less. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) |
Property, plant and equipment, net | d. Property, plant and equipment, net : Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates: SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS % Computers equipment and software 33 |
Other Intangibles- patents | e. Other Intangibles- patents Identifiable intangible assets are stated at cost, net of accumulated amortization. Patents are being amortized on the straight-line method over useful lives. |
Severance pay | f. Severance pay : Certain of the Company’s employees have subscribed to Section 14 of Israel’s Severance Pay Law, 5723-1963 (“Section 14”). According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33 % of their monthly salary, made in their name with insurance companies. Payments in accordance with section 14 release the Company from any future severance liabilities (under the above Israeli Severance Pay Law) in respect of those employees. Neither severance pay liability nor severance pay fund under Section 14 is recorded on the Company’s balance sheet. |
Derivative Financial Instruments | g. Derivative Financial Instruments Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option based simple derivative financial instruments, the Company uses an option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. |
Fair value of financial instrument | h. Fair value of financial instrument s: As defined in ASC 820 “Fair Value Measurements” (“ASC 820”), fair value 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The following table summarizes fair value measurements by level at December 31, 2021 measured at fair value on a recurring basis: SUMMARY OF ASSETS AND LIABILITIES THAT ARE MEASURED AND RECOGNIZED AT FAIR VALUE December 31, 2021 Level 1 Level 2 Level 3 Total Assets In U.S. dollars None - - - - Liabilities Convertible Loans - - 2,379,629 2,379,629 Warrants 259,892 - - 259,892 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) |
Concentrations of credit risks | i. Concentrations of credit risks : The financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Balances in various cash accounts may at times exceed federally insured limits. We have not experienced any losses in such accounts. Cash and cash equivalents are invested in major banks in Israel and United States. Generally, these deposits may be redeemed upon demand and therefore, management believes there is minimal risk. Other than certain warrant and convertible instruments (derivative financial instruments)., we believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value. The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Convertible Debt | j. Convertible Debt : For convertible debt that does not contain an embedded derivative that requires bifurcation, the conversion feature is evaluated to determine if the rate of conversion is below market value and should be categorized as a beneficial conversion feature (“BCF”). A BCF related to debt is recorded by the Company as a debt discount and with the offset recorded to equity. The related convertible debt is recorded net of the discount for the BCF. The discount is amortized as additional interest expense over the term of the debt with the resulting debt discount being accreted over the term of the note. |
The Fair Value Measurement Option | k. The Fair Value Measurement Option We have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the entire hybrid financing instrument at fair value under the guidance of ASC 815, Derivatives and Hedging (“ASC 815”). The Company reports interest expense, including accrued interest, related to this convertible debt under the fair value option, within the change in fair value of convertible notes and derivatives in the accompanying consolidated statement of operations. |
Research and development costs | l. Research and development costs : Research and development consist of costs incurred in the process of developing product improvements or new products, and are expensed to the statement of operations as incurred. As of now the company does not capitalize any of its research and development costs. |
General and administrative | m. General and administrative expenses: General and administrative expenses consist of all corporate overhead costs incurred by the Company. |
Stock-Based Compensation | n. Stock-Based Compensation : We account for stock-based compensation in accordance with ASC 718, Stock Compensation The Company utilizes the straight-line method allocating the cost over the service period. |
Income taxes | o. Income taxes : The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” (“ASC 740”), using the liability method whereby deferred tax assets and liability account balances are determined based on the differences between financial reporting and the tax basis for assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company accounts for uncertain tax provisions in accordance with ASC 740-10-05, “Accounting for Uncertainty in Income Taxes.” The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. |
Basic and Diluted Net Income (Loss) per Share | p. Basic and Diluted Net Income (Loss) per Share : The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and Convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. For the year ending December 31, 2021 and 2020, there were 346,593,597 and 266,835,750 shares, respectively, of convertible preferred stock outstanding and conversion privileges attached to convertible promissory notes payable. The common share equivalents of these securities have not been included in the calculations of loss per share because such inclusions would have an antidilutive effect as the Company has incurred losses during the years ended December 31, 2021 and 2020. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) |
Recent Accounting Pronouncements | q. Recent Accounting Pronouncements On January 1, 2021, the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of ASU 2019-12 did not have a material effect on its consolidated 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)” (“ASU 2020-06”), which is intended to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance on the basis of feedback from financial statement users. ASU 2020-06 is effective for fiscal years, and interim periods in those fiscal years, beginning after December 15, 2023 (effective January 1, 2024) for smaller reporting companies. The Company is determining the adoption of this new accounting guidance and the effect on its consolidated financial statements throughout the period until implementation. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326),” referred to herein as ASU 2016-13, which significantly changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 replaces the existing incurred loss model with an expected credit loss model that requires entities to estimate an expected lifetime credit loss on most financial assets and certain other instruments. Under ASU 2016-13 credit impairment is recognized as an allowance for credit losses, rather than as a direct write-down of the amortized cost basis of a financial asset. The impairment allowance is a valuation account deducted from the amortized cost basis of financial assets to present the net amount expected to be collected on the financial asset. Once the new pronouncement is adopted by the Company, the allowance for credit losses must be adjusted for management’s current estimate at each reporting date. The new guidance provides no threshold for recognition of impairment allowance. Therefore, entities must also measure expected credit losses on assets that have a low risk of loss. For instance, trade receivables that are either current or not yet due may not require an allowance reserve under currently generally accepted accounting principles, but under the new standard, the Company will have to estimate an allowance for expected credit losses on trade receivables under ASU 2016-13. ASU 2016-13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2022for smaller reporting companies. Early adoption is permitted. The Company is determining the adoption of this new accounting guidance and the effect on its consolidated financial statements throughout the period until implementation. Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates: SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS % Computers equipment and software 33 |
SUMMARY OF ASSETS AND LIABILITIES THAT ARE MEASURED AND RECOGNIZED AT FAIR VALUE | The following table summarizes fair value measurements by level at December 31, 2021 measured at fair value on a recurring basis: SUMMARY OF ASSETS AND LIABILITIES THAT ARE MEASURED AND RECOGNIZED AT FAIR VALUE December 31, 2021 Level 1 Level 2 Level 3 Total Assets In U.S. dollars None - - - - Liabilities Convertible Loans - - 2,379,629 2,379,629 Warrants 259,892 - - 259,892 |
OTHER ACCOUNTS RECEIVABLE (Tabl
OTHER ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Credit Loss [Abstract] | |
SCHEDULE OF OTHER ACCOUNTS RECEIVABLE | SCHEDULE OF OTHER ACCOUNTS RECEIVABLE 2021 2020 December 31, 2021 2020 In U.S. dollars in thousands Governmental authorities 7 - Other receivables 6 - Total other accounts receivables 13 - |
PROPERTY AND EQUIPEMENT, NET (T
PROPERTY AND EQUIPEMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2021 2021 In U.S. dollars in thousands Computers Cost 3 - Accumulated depreciation (1 ) - Balance, Net 2 - |
INTANGIBLE ASSET (Tables)
INTANGIBLE ASSET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GENERATED REVENUES AND NO ROYALTIES | SCHEDULE OF GENERATED REVENUES AND NO ROYALTIES Cost $ 163,000 Accumulated amortization $ (15,000 ) $ 148,000 |
OTHER ACCOUNT PAYABLES (Tables)
OTHER ACCOUNT PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF OTHER ACCOUNTS PAYABLE | SCHEDULE OF OTHER ACCOUNTS PAYABLE 2021 2020 December 31, 2021 2020 In U.S. dollars in thousands Accrued expenses 13 2 Deferred income 5 - Government institutions 15 - Employees and payroll accruals 32 - Other accounts payable 65 2 |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF BALANCES WITH RELATED PARTIES | SCHEDULE OF BALANCES WITH RELATED PARTIES 2021 2020 December 31, 2021 2020 In U.S. dollars in thousands Assets: Receivables Note 7(a) 137 2 Liabilities: Employees and payroll accruals 46 - Short term loan Note 7(b) 89 44 Convertible loan Note 7(c) 32 - |
SCHEDULE OF RELATED PARTY TRANSACTIONS | SCHEDULE OF RELATED PARTY TRANSACTIONS 2021 2020 Year ended December 31, 2021 2020 In U.S. dollars in thousands Expenses: Salaries and related cost (including stock-based compensation in the amount of $ 485 ) 595 - AppYea’s Management fee participation (60 ) - Financial income,net 2 - |
CONVERTIBLE LOANS AND WARRANTS
CONVERTIBLE LOANS AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |
SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS | The following table summarizes information relating to outstanding and exercisable warrants as of December 31st, 2021: SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding and Exercisable Number of Warrants Weighted Average Remaining Contractual life Weighted Average Exercise Price Valuation as of December 31, 2021 1,931,819 0.78 $ 0.1 $ 211,622 308,334 3.9 $ 0.6 $ 48,270 |
Warrant [Member] | |
Class of Warrant or Right [Line Items] | |
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED | As of December 31, 2021, the estimated fair values of the Warrants were measured according to the data as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of December 31, 2021 Expected term 0.78 – 3.90 years Expected average volatility 185.42% – 195.07 % Expected dividend yield - Risk-free interest rate 0.3 % - 1.1 % Common Stock Market Value $0.16 |
Old CLA [Member] | |
Class of Warrant or Right [Line Items] | |
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED | As of December 31, 2021, the estimated fair values of the Convertible Loan measured as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of December 31, 2021 Expected term 1.09 years Expected average (Monte Carlo) volatility 195.07 % Expected dividend yield - Risk-free interest rate 0.7 % |
New CLA [Member] | |
Class of Warrant or Right [Line Items] | |
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED | For the Year ended December 31, 2021, the estimated fair values of the Convertible Loan measured as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of December 31, 2021 Expected term 1.87 years WACC 25 % |
Warrants And SPA Agreements [Member] | |
Class of Warrant or Right [Line Items] | |
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED | For the Year ended December 31, 2021, the estimated fair values of the CLA measured as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED Year ended December 31, 2021 Expected term 0.87 years WACC 25 % Expected date to repay November 24 ,2022 |
Rest Of The Investors [Member] | |
Class of Warrant or Right [Line Items] | |
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED | As of December 31, 2021, the estimated fair values of the CLA measured as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of December 31, 2021 Expected term 1.4 – 1.87 years WACC 25 % |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
General And Administrative Expenses | |
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES | SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2021 2020 Year ended December 31, 2021 2020 In U.S. dollars in thousands Salaries and related costs ( * )528 - Professional services 67 2 Vehicle expenses 7 - Rent and building maintenance 5 - Others 25 - General and administrative expense 632 2 |
COMMITMENT AND CONTINGENCIES (T
COMMITMENT AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF LICENSE ANNUAL PAYMENTS | 1. Annual license fee – annual payments as follows: SCHEDULE OF LICENSE ANNUAL PAYMENTS Year US$K 1-4 0 5 10 6 20 7 30 8 40 9-15 50 |
EMPLOYEE BENEFITS (Tables)
EMPLOYEE BENEFITS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SCHEDULE OF FAIR VALUE OF OPTIONS | |
SCHEDULE OF OPTIONS GRANTED TO EMPLOYEE | SCHEDULE OF OPTIONS GRANTED TO EMPLOYEE Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Chief Financial Officer 2,273,399 6,820,198 $ 0.0001 07.01.2031 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX EXPENSE | SCHEDULE OF INCOME TAX EXPENSE 2021 2020 December 31, 2021 2020 Current income tax - - Deferred taxed - - Income tax expense - - |
SCHEDULE OF DEFERRED INCOME TAXES | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: SCHEDULE OF DEFERRED INCOME TAXES 2021 2020 Year Ended December 31, 2021 2020 US Dollars in thousands Deferred tax assets: Net operation loss carryforward 64 9 Net deferred tax asset before valuation allowance 64 9 Valuation allowance (64 ) (9 ) Net deferred tax asset - - |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) | Aug. 02, 2021 | Jul. 02, 2021 | Jul. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Restructuring Cost and Reserve [Line Items] | |||||
Outstanding equity capital | 1,724 | ||||
Common shares | 174,595,634 | ||||
Fair value of liabilities | $ 2,453,000,000 | ||||
Accumulated deficit | 3,205,000 | $ 26,000 | |||
Stockholders equity | $ 2,416,000 | $ 25,000 | |||
Boris Molchadsky [Member] | Series A Preferred Stock [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Private transactions of common stock | The Series A Preferred Shares have the right to vote 1,000 to 1 as shares of common stock and are convertible into 1,500 to 1 of the shares of common stock of the Company | ||||
Molchadsky [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Private transactions | 225,000 | ||||
Mr.Molchadsky [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 74.00% | ||||
Tanooma Ltd [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 74.00% | ||||
Voting interests | 73.80% |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS (Details) | Dec. 31, 2021 |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant equipment rate | 33.00% |
SUMMARY OF ASSETS AND LIABILITI
SUMMARY OF ASSETS AND LIABILITIES THAT ARE MEASURED AND RECOGNIZED AT FAIR VALUE (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets | |
Convertible loans | 2,379,629 |
Warrants | 259,892 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets | |
Warrants | 259,892 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets | |
Convertible loans | 2,379,629 |
Warrants |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Employee deposits rate | 8.33% | |
Convertible preferred stock | 346,593,597 | 266,835,750 |
Israeli Shekel [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exchange rate | $ 3.110 | $ 3.215 |
SCHEDULE OF OTHER ACCOUNTS RECE
SCHEDULE OF OTHER ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Credit Loss [Abstract] | ||
Governmental authorities | $ 7 | |
Other receivables | 6 | |
Total other accounts receivables | $ 13 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | $ (1) | |
Balance, Net | 2 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 3 |
PROPERTY AND EQUIPEMENT, NET (D
PROPERTY AND EQUIPEMENT, NET (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Property, Plant and Equipment [Abstract] | |
Depreciation expense | $ 1 |
SCHEDULE OF GENERATED REVENUES
SCHEDULE OF GENERATED REVENUES AND NO ROYALTIES (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Cost | $ 163,000 |
Accumulated amortization | (15,000) |
Intangible assets | $ 148,000 |
INTANGIBLE ASSET (Details Narra
INTANGIBLE ASSET (Details Narrative) | May 12, 2021USD ($) | Dec. 31, 2021USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Amortization of Intangible Assets | $ 15,000 | |
Amortization expense years | 5 years | |
Amortization of Other Deferred Charges | $ 116,000 | |
License Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Percentage for gross revenue | 0.03 | |
Sale of product based on intangible assets | $ 2,000,000 | |
Subsidiary issued shares equivalent rate | 0.40 |
SCHEDULE OF OTHER ACCOUNTS PAYA
SCHEDULE OF OTHER ACCOUNTS PAYABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 13 | $ 2 |
Deferred income | 5 | |
Government institutions | 15 | |
Employees and payroll accruals | 32 | |
Other accounts payable | $ 65 | $ 2 |
SCHEDULE OF BALANCES WITH RELAT
SCHEDULE OF BALANCES WITH RELATED PARTIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
Receivables Note 7(a) | $ 137 | $ 2 |
Employees and payroll accruals | 46 | |
Short term loan Note 7(b) | 89 | 44 |
Convertible loan Note 7(c) | $ 32 |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Salaries and related cost (including stock-based compensation in the amount of $485) | $ 595 | |
AppYea’s Management fee participation | (60) | |
Financial income,net | $ 2 |
SCHEDULE OF RELATED PARTY TRA_2
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Related Party Transactions [Abstract] | |
Share-Based Payment Arrangement, Accelerated Cost | $ 485 |
RELATED PARTY BALANCES AND TR_3
RELATED PARTY BALANCES AND TRANSACTIONS (Details Narrative) - USD ($) | Aug. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Due from Related Parties | $ 47,623 | ||
Proceeds from Related Party Debt | 60,000 | $ 14,000 | |
Convertible Debt, Noncurrent | $ 415,000 | ||
Warrants And SPA Agreements [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of Weighted Average Cost Inventory | 25.00% | ||
Evergreen Venture Capita LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from Related Party Debt | $ 2,650 | ||
Debt Instrument, Term | 18 months | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||
Debt Conversion, Converted Instrument, Type | the investor can convert the note into shares of common stock at 35% discount to the highest daily trading price over the 10 days’ preceding conversion but in any event not less than $0.10 per share. | ||
Notes Payable, Related Parties | $ 25,000 | ||
Convertible Debt, Noncurrent | 31,958 | ||
Director [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Amounts of Transaction | $ 136,936 | ||
Related Party Transaction, Rate | 3.40% |
SCHEDULE OF FAIR VALUES OF WARR
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED (Details) - $ / shares | Jul. 01, 2021 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Expected term | 2 years | 1 year 6 months |
Volatility | 187.70% | 187.70% |
Expected dividend yield | ||
Risk-free interest rate | 0.30% | 0.30% |
Expected date to repay | Nov. 24, 2022 | |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expected dividend yield | ||
Common Stock Market Value | $ 0.16 | |
Warrant [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expected term | 9 months 10 days | |
Volatility | 185.42% | |
Risk-free interest rate | 0.30% | |
Warrant [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expected term | 3 years 10 months 24 days | |
Volatility | 195.07% | |
Risk-free interest rate | 1.10% | |
Old CLA [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expected term | 1 year 1 month 2 days | |
Volatility | 195.07% | |
Expected dividend yield | ||
Risk-free interest rate | 0.70% | |
Expected date to repay | Jan. 29, 2023 | |
New CLA [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expected term | 1 year 10 months 13 days | |
WACC | 25.00% | |
Warrants And SPA Agreements [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expected term | 10 months 13 days | |
WACC | 25.00% | |
Rest Of The Investors [Member] | ||
Class of Warrant or Right [Line Items] | ||
WACC | 25.00% | |
Rest Of The Investors [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expected term | 1 year 4 months 24 days | |
Rest Of The Investors [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expected term | 1 year 10 months 13 days |
SUMMARIZES RELATING TO OUTSTAND
SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding, Number of Shares | shares | 1,931,819 |
Warrants Outstanding, Weighted Average Remaining Contractual life (in years) | 9 months 10 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.1 |
Valuation value | $ | $ 211,622 |
Warrant One [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding, Number of Shares | shares | 308,334 |
Warrants Outstanding, Weighted Average Remaining Contractual life (in years) | 3 years 10 months 24 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.6 |
Valuation value | $ | $ 48,270 |
CONVERTIBLE LOANS AND WARRANT_2
CONVERTIBLE LOANS AND WARRANTS (Details Narrative) - USD ($) | Nov. 24, 2021 | Dec. 31, 2021 | Dec. 31, 2017 | Jan. 31, 2021 |
Derivative, Maturity Date | Nov. 24, 2022 | |||
Increase (Decrease) in Accrued Interest Receivable, Net | $ 13,913,000 | |||
CLA [Member] | ||||
Derivative, Maturity Date | May 10, 2023 | |||
Convertible Notes Payable [Member] | Minimum [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 5.00% | ||
Convertible Notes Payable [Member] | Maximum [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 24.00% | 12.00% | ||
Warrant [Member] | ||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 300,000 | 1,931,819 | ||
Warrants valued | $ 43,270 | $ 211,622 | ||
Warrants and Rights Outstanding, Maturity Date | Nov. 23, 2025 | Oct. 13, 2022 | ||
Warrant [Member] | Investor Two [Member] | ||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 8,334 | |||
Warrants valued | $ 5,000 | |||
Existing CLA Holder [Member] | Convertible Notes Payable [Member] | ||||
Debt Instrument, Convertible, Associated Derivative Transactions, Description | (i) $0.04, and (ii) the variable conversion price, which is defined as 65% of the lowest | |||
Debt Conversion, Converted Instrument, Amount | $ 1,918,376 | |||
New C L A Holder [Member] | Convertible Notes Payable [Member] | Investor One [Member] | ||||
Debt Instrument, Convertible, Associated Derivative Transactions, Description | The CLA is convertible at a fair value measurement option at a price per share equal to the variable conversion price, which is defined as 60% of the lowest daily VWAP in the twenty (20) Trading Days prior to the Conversion Date | |||
Debt Conversion, Converted Instrument, Amount | $ 318,156 | |||
Debt Instrument, Face Amount | 250,000 | |||
CLA Warrants And SPA Agreements [Member] | Convertible Notes Payable [Member] | Investor Two [Member] | ||||
Debt Conversion, Converted Instrument, Amount | 111,828 | |||
Debt Instrument, Face Amount | $ 500,000 | |||
Proceeds from Convertible Debt | 110,000 | |||
Debt Instrument, Convertible, Conversion Price | $ 0.5 | |||
Warrants and Rights Outstanding | $ 43,270 | |||
CLA [Member] | Convertible Notes Payable [Member] | Investor [Member] | ||||
Debt Instrument, Convertible, Associated Derivative Transactions, Description | The CLA is convertible at a price equal to the variable conversion price, which is defined as 65% of the lowest daily VWAP in the twenty (20) Trading Days prior to the Conversion Date | |||
Debt Conversion, Converted Instrument, Amount | $ 97,226 | |||
Debt Instrument, Face Amount | $ 75,000 | |||
Old CLA [Member] | ||||
Derivative, Maturity Date | Jan. 29, 2023 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - shares | Jul. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||
Preferred Stock, Voting Rights | 1,000 shares of common stock | |||
Convertible preferred stock, shares outstanding | 300,000 | 300,000 | ||
Convertible preferred stock, shares issued | 300,000 | 300,000 | ||
Preferred stock shares authorised | 500,000 | |||
Stock Issued During Period, Shares, New Issues | [1] | |||
Common stock, shares, issued | 218,246,326 | 63,109,055 | ||
Common stock, shares, outstanding | 218,246,326 | 63,109,055 | ||
Common stock, shares authorized | 10,000,000,000 | |||
Shares, Issued | 10,482,659 | |||
Tanooma Ltd [Member] | ||||
Class of Stock [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 74.00% | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,500 | |||
Series A Preferred Stock [Member] | Boris Molchadsky [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 225,000 | |||
[1] | The number of preferred and common shares outstanding were retroactively adjusted as a result of a reverse merger and reverse split. See Note 1 and Note 9. |
SCHEDULE OF GENERAL AND ADMINIS
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
General And Administrative Expenses | |||
Salaries and related costs | $ 528 | [1] | |
Professional services | 67 | 2 | |
Vehicle expenses | 7 | ||
Rent and building maintenance | 5 | ||
Others | 25 | ||
General and administrative expense | $ 632 | $ 2 | |
[1] | includes stock-based compensation of $ 485 |
SCHEDULE OF GENERAL AND ADMIN_2
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
General And Administrative Expenses | |
Share-Based Payment Arrangement, Accelerated Cost | $ 485 |
GENERAL AND ADMINISTRATIVE EX_3
GENERAL AND ADMINISTRATIVE EXPENSES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Salary paid | $ 528,000 | [1] | |
Sleep X Ltd [Member] | |||
Salary paid | $ 60,000 | ||
[1] | includes stock-based compensation of $ 485 |
SCHEDULE OF LICENSE ANNUAL PAYM
SCHEDULE OF LICENSE ANNUAL PAYMENTS (Details) - License [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Product Liability Contingency [Line Items] | |
License fee due in term of (1 to 4 year) | $ 0 |
License fee due in term of (5 year) | 10 |
License fee due in term of (6 year) | 20 |
License fee due in term of (7 year) | 30 |
License fee due in term of (8 year) | 40 |
License fee due in term of (9 to 15 year) | $ 50 |
COMMITMENT AND CONTINGENCIES (D
COMMITMENT AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | Mar. 15, 2020 | Dec. 31, 2021 |
Product Liability Contingency [Line Items] | ||
Costs and expenses | $ 61,757 | |
License [Member] | ||
Product Liability Contingency [Line Items] | ||
Revenue, Remaining Performance Obligation, Percentage | 3.00% | |
Long-Term Purchase Commitment, Period | 15 years | |
Guarantor Obligations, Liquidation Proceeds, Percentage | 15.00% | |
Milestone payment | $ 60,000 | |
License [Member] | Maximum [Member] | ||
Product Liability Contingency [Line Items] | ||
Guarantor Obligations, Liquidation Proceeds, Percentage | 25.00% | |
License [Member] | Minimum [Member] | ||
Product Liability Contingency [Line Items] | ||
Guarantor Obligations, Liquidation Proceeds, Percentage | 10.00% | |
License Agreement Terms [Member] | ||
Product Liability Contingency [Line Items] | ||
License agreement term | the right to grant sub-licenses and with a term of 15 years |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTIONS (Details) - $ / shares | Jul. 01, 2021 | Dec. 31, 2021 |
Retirement Benefits [Abstract] | ||
Expected term | 2 years | 1 year 6 months |
Expected average volatility | 187.70% | 187.70% |
Expected dividend yield | ||
Risk-free interest rate | 0.30% | 0.30% |
Common Stock Market Value | $ 0.76 | $ 0.16 |
SCHEDULE OF OPTIONS GRANTED TO
SCHEDULE OF OPTIONS GRANTED TO EMPLOYEE (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Retirement Benefits [Abstract] | |
Number of Securities Underlying Unexercised Options, Exercisable | 2,273,399 |
Number of Securities Underlying Unexercised Options, Unexercisable | 6,820,198 |
Option Exercise Price | $ / shares | $ 0.0001 |
EMPLOYEE BENEFITS (Details Narr
EMPLOYEE BENEFITS (Details Narrative) ₪ in Thousands, $ in Thousands | Jul. 01, 2021USD ($) | Jul. 01, 2021ILS (₪) | Dec. 31, 2021USD ($)shares | Dec. 31, 2022USD ($) | Jul. 01, 2021ILS (₪) |
Retirement Benefits [Abstract] | |||||
Employee benefit plan, percentage | 8.33% | ||||
Chief officer options | $ 6,250 | ₪ 20,000 | $ 1,940,385 | ||
Chief officer options shares | shares | 9,093,597 | ||||
Option expenses recognized | $ 485,096 | ||||
Success bonus | 1.50% | ||||
Bonus | $ 10,000 | ||||
Revenues percentages | 1.00% | ||||
Accumulated revenues | $ 20,000 | ||||
Accumulated Revenue cost | 500 | $ 1,000 | |||
Additional revenues | 3,125 | ₪ 10,000 | |||
Fees for management | $ 22,500 | ₪ 72,000 | |||
Management fees percentage | 50.00% | 50.00% |
SCHEDULE OF INCOME TAX EXPENSE
SCHEDULE OF INCOME TAX EXPENSE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current income tax | ||
Deferred taxed | ||
Income tax expense |
SCHEDULE OF DEFERRED INCOME TAX
SCHEDULE OF DEFERRED INCOME TAXES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operation loss carryforward | $ 64 | $ 9 |
Net deferred tax asset before valuation allowance | 64 | 9 |
Valuation allowance | (64) | (9) |
Net deferred tax asset |
TAXES ON INCOME (Details Narrat
TAXES ON INCOME (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Federal tax rate | 21.00% |
Reverse merger | $ 0 |
Sleep X [Member] | |
Net operating losses | 237,000 |
Tanooma [Member] | |
Net operating losses | $ 40,000 |
Sleep Xltd And Tanooma Ltd [Member] | |
Federal tax rate | 23.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - $ / shares | Feb. 01, 2022 | Apr. 21, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||
Common stock shares authorized | 10,000,000,000 | ||
Subsequent Event [Member] | Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Common stock shares authorized | 10,000,000,000 | ||
Subsequent Event [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Common stock shares authorized | 900,000,000 | ||
Subsequent Event [Member] | Mr Kline [Member] | |||
Subsequent Event [Line Items] | |||
Purchase of common stock | 500,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Plan Modification, Description and Terms | the Options shall vest as follows: (i) 50% following 12 months from effective date and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ended April 30, 2023 | ||
Warrant, Exercise Price, Increase | $ 0.0001 |