Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55403 | |
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 | |
Entity Address, Country | IL | |
City Area Code | (800) | |
Local Phone Number | 674-3561 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 284,122,657 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 156 | $ 60 |
Other accounts receivables | 37 | 19 |
Inventory Advance | 7 | |
Total current assets | 200 | 79 |
Non-current assets | ||
Property and equipment, net | 2 | 2 |
Intangible assets, net | 142 | 124 |
Total non-current assets | 144 | 126 |
Total assets | 344 | 205 |
Current liabilities | ||
Trade payables | 65 | 67 |
Other accounts payable and related party payables | 595 | 340 |
Short-term loans from related party | 78 | 80 |
Convertible loans from related party | 36 | |
Convertible loans | 781 | 693 |
Convertible loans at fair value | 1,925 | 1,528 |
Financial liability at fair value | 183 | 24 |
Total liabilities | 3,627 | 2,768 |
AppYea Inc. Stockholders’ Deficiency: | ||
Convertible preferred stock, $0.0001 par value | ||
Common stock, $0.0001 par value | 26 | 21 |
Stock Payables | 468 | 27 |
Additional Paid in Capital | 2,833 | 1,912 |
Accumulated deficit | (6,596) | (4,509) |
Total AppYea Inc. stockholders’ deficiency | (3,269) | (2,549) |
Non-controlling interests | (14) | (14) |
Total Deficiency | (3,283) | (2,563) |
Total liabilities and deficiency | $ 344 | $ 205 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Research and development expenses | $ 34 | $ 31 | $ 50 | $ 73 |
Sales and marketing | 47 | 1 | 49 | 12 |
General and administrative expenses | 261 | 513 | 1,128 | 1,592 |
Operating loss | (342) | (545) | (1,227) | (1,677) |
Change in fair value of convertible loans and warrant liability | (712) | (119) | (451) | 1,004 |
Financial income (expenses), net | (402) | (19) | (409) | (65) |
Loss before income tax benefit | (1,456) | (683) | (2,087) | (738) |
Income tax benefit | ||||
Net loss | (1,456) | (683) | (2,087) | (738) |
Net Loss attributable to AppYea Inc. | $ (1,456) | $ (683) | $ (2,087) | $ (738) |
Loss per Common Share | ||||
Basic | ||||
Diluted | ||||
Weighted Average number of Common Shares Outstanding basic | 242,243,536 | 220,730,798 | 234,943,286 | 219,350,536 |
Weighted Average number of Common Shares Outstanding diluted | 242,243,536 | 220,730,798 | 234,943,286 | 219,350,536 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Deficiency - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |||
Balance | $ (2,342) | $ (1,869) | $ (2,563) | $ (2,430) | ||
Share issuance upon conversion of convertible notes | 242 | |||||
CLA - change of classification | 66 | 66 | ||||
Share issuance upon conversion of preferred stock | 0 | |||||
Issuance of shares to service providers | 80 | |||||
Stock payables | 394 | 7 | 441 | 35 | ||
Share based compensation | 55 | 267 | 618 | 775 | ||
Net loss | (1,456) | (683) | (2,087) | (738) | ||
Balance | (3,283) | $ (2,278) | (3,283) | (2,278) | ||
Preferred Stock [Member] | ||||||
Balance | ||||||
Balance, shares | 300,000 | 300,000 | 300,000 | 300,000 | ||
Share issuance upon conversion of preferred stock | ||||||
Stock issued during period, shares, conversion of units | (29,201) | (29,201) | ||||
Issuance of shares to service providers | ||||||
Stock payables | ||||||
Issuance of shares | ||||||
Share based compensation | ||||||
Net loss | ||||||
Balance | ||||||
Balance, shares | 270,799 | [1] | 300,000 | 270,799 | [1] | 300,000 |
Common Stock [Member] | ||||||
Balance | $ 22 | $ 21 | $ 21 | $ 21 | ||
Balance, shares | 240,321,157 | 220,730,798 | 220,930,798 | 218,246,326 | ||
Share issuance upon conversion of convertible notes | $ 1 | |||||
Share issuance upon conversion of Convertible notes, shares | 19,390,359 | |||||
Share issuance upon conversion of preferred stock | $ 4 | $ 4 | ||||
Stock issued during period, shares, conversion of units | 43,801,500 | 43,801,500 | ||||
Issuance of shares to service providers | ||||||
Issuance of shares to service providers, shares | 2,484,472 | |||||
Stock payables | ||||||
Issuance of shares | ||||||
Issuance of shares | 200,000 | 200,000 | ||||
Share based compensation | ||||||
Net loss | ||||||
Balance | $ 26 | $ 21 | $ 26 | $ 21 | ||
Balance, shares | 284,122,657 | 220,930,798 | 284,122,657 | 220,930,798 | ||
Stock Payables [Member] | ||||||
Balance | $ 74 | $ 28 | $ 27 | |||
Share issuance upon conversion of convertible notes | ||||||
CLA - change of classification | ||||||
Share issuance upon conversion of preferred stock | ||||||
Issuance of shares to service providers | ||||||
Stock payables | 394 | 7 | 441 | 35 | ||
Issuance of shares | (13) | (13) | ||||
Share based compensation | ||||||
Net loss | ||||||
Balance | 468 | 22 | 468 | 22 | ||
Additional Paid-in Capital [Member] | ||||||
Balance | 2,716 | 1,356 | 1,912 | 768 | ||
Share issuance upon conversion of convertible notes | 241 | |||||
CLA - change of classification | 66 | 66 | ||||
Share issuance upon conversion of preferred stock | (4) | (4) | ||||
Issuance of shares to service providers | 80 | |||||
Stock payables | ||||||
Issuance of shares | 13 | 13 | ||||
Share based compensation | 55 | 267 | 618 | 775 | ||
Net loss | ||||||
Balance | 2,833 | 1,636 | 2,833 | 1,636 | ||
Retained Earnings [Member] | ||||||
Balance | (5,140) | (3,260) | (4,509) | (3,205) | ||
Share issuance upon conversion of preferred stock | ||||||
Issuance of shares to service providers | ||||||
Stock payables | ||||||
Issuance of shares | ||||||
Share based compensation | ||||||
Net loss | (1,456) | (683) | (2,087) | (738) | ||
Balance | (6,596) | (3,943) | (6,596) | (3,943) | ||
Parent [Member] | ||||||
Balance | (2,328) | (1,855) | (2,549) | (2,416) | ||
Share issuance upon conversion of convertible notes | 242 | |||||
CLA - change of classification | 66 | 66 | ||||
Share issuance upon conversion of preferred stock | ||||||
Issuance of shares to service providers | 80 | |||||
Stock payables | 394 | 7 | 441 | 35 | ||
Share based compensation | 55 | 267 | 618 | 775 | ||
Net loss | (1,456) | (683) | (2,087) | (738) | ||
Balance | (3,269) | (2,264) | (3,269) | (2,264) | ||
Noncontrolling Interest [Member] | ||||||
Balance | (14) | (14) | (14) | (14) | ||
Share issuance upon conversion of preferred stock | ||||||
Issuance of shares to service providers | ||||||
Stock payables | ||||||
Issuance of shares | ||||||
Share based compensation | ||||||
Net loss | ||||||
Balance | $ (14) | $ (14) | $ (14) | $ (14) | ||
[1]Including share-based compensation for the Nine months ended September 30, 2023 and 2022 in the amount of $ 560,500 743,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (2,087) | $ (738) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 18 | 18 |
Share based compensation | 650 | 877 |
Change in fair value of convertible loans and warrant liability and financial expenses | 778 | (939) |
Changes in operating assets and liabilities: | ||
Other current assets | (18) | (9) |
Accounts payable | 272 | 91 |
Accounts payables – related party | (22) | 195 |
Net cash used in operating activities | (410) | (505) |
Cash flows from Investing activities: | ||
Research and development expenses capitalization | (36) | |
Net cash used by investing activities | (36) | |
Cash flows from financing activities: | ||
Proceeds on account of Stock Payables | 417 | 13 |
Proceeds from convertible Note received less issuance expenses | 141 | 368 |
Issuance of warrants measured at FV | 9 | |
Net cash provided by financing activities | 558 | 390 |
Effect of foreign exchange on cash and cash equivalents | (17) | (9) |
Change in cash and cash equivalents | 95 | (124) |
Cash and cash equivalents at beginning of period | 60 | 206 |
Cash and cash equivalents at end of period | $ 156 | $ 82 |
GENERAL
GENERAL | 9 Months Ended |
Sep. 30, 2023 | |
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, QB 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 The Series A Preferred Shares have the right to vote at 1,000 to 1 as shares of common stock and are convertible at a rate of 1,500 to 1 as 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 1,724 174,595,634 80 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 Q4 2023. 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 66.7 In addition to SleepX, the Company has four wholly owned subsidiaries with no active operations. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 1 - GENERAL (cont.) 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 September 30, 2023, and December 31, 2022, the Company has a stockholders’ deficiency of $ 3,269,000 2,549,000 523,569 The financial statements do not include any adjustments for the values of assets and liabilities and their classification 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 | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The interim financial statements do not include a full disclosure as required in annual financial statements and should be read with the annual financial statements of the Company as of December 31, 2022. The accounting policies implemented in the interim financial statements is consistent with the accounting policies implemented in the annual financial statements as of December 31, 2022, except of the following accounting pronouncement adopted by the company. Recently Issued Accounting Pronouncements 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. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) 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 stocks, 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. Use of Estimates in Preparation of Financial Statements The preparation of consolidated financial statements in conformity with U.S. GAAP accounting principles requires management to make estimates and assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | NOTE 3 - RELATED PARTY BALANCES AND TRANSACTIONS A. Short-term loans from related parties During 2021, SleepX borrowed from Nexense an aggregate amount of $ 47,623 2.9 During 2020, the minority shareholder of Ta-nooma loaned Ta-nooma NIS 115,725 115,725 30,263 B. Convertible loans from related party On August 22, 2021 Evergreen Venture Partners LLC (“Evergreen”), owned by Douglas O. McKinnon, principle stockholder of the Company, agreed to advance to the Company up to $ 265,000 25,000 8 the note holder 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 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 3 - RELATED PARTY BALANCES AND TRANSACTIONS (cont.) C. Balances with related parties SCHEDULE OF BALANCE WITH RELATED PARTIES September 30, 2023 December 31, 2022 In U.S. dollars in thousands Liabilities: Employees and payroll accruals 205 268 Related party payables 198 140 Short term loan 78 80 Convertible loan - 36 D. Transactions with related parties SCHEDULE OF TRANSACTION WITH RELATED PARTIES 2023 2022 Nine months ended September 30, 2023 2022 In U.S. dollars in thousands Expenses: Management fee to the Company’s CEO 129 84 Salaries and related cost *) 667 896 Salaries and related cost 667 896 *) Including share-based compensation for the Nine months ended September 30, 2023 and 2022 in the amount of $ 560,500 743,000 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
CONVERTIBLE LOANS AND WARRANTS
CONVERTIBLE LOANS AND WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Loans And Warrants | |
CONVERTIBLE LOANS AND WARRANTS | NOTE 4 - CONVERTIBLE LOANS AND WARRANTS The following table summarizes fair value measurements by level as of September 30, 2023 and December 31, 2022 measured at fair value on a recurring basis: SCHEDULE OF FAIR VALUE RECURRING BASIS December 31, 2022 Level 1 Level 2 Level 3 Total In U.S. dollars in thousands Assets None - - - - Liabilities Convertible Loans - - 2,257 2,257 Financial liability - 24 24 September 30, 2023 Level 1 Level 2 Level 3 Total In U.S. dollars in thousands Assets None - - - - Liabilities Convertible Loans - - 1,925 1,925 Financial liability - 183 183 The Convertible Loans changes consist of the following as of September 30, 2023 and December 31, 2022: SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE September 30, 2023 December 31, 2022 Convertible Loans at Fair Value September 30, 2023 December 31, 2022 $000 Opening Balance 2,257 2,492 Additional convertible loans (a) 153 526 Repayment of convertible loan (b) - (18 ) Conversion of convertible loan (c) (243 ) - Decrease of Notes purchased (Note 6k) (530 ) - Change in fair value of convertible loans liability through profit or loss 288 (743 ) Closing balance 1,925 2,257 (a) During the Nine months ended September 30, 2023, and the year ended December 31, 2022, the Company received a principal amount of $ 152,750 526,826 (b) During the Nine months ended September 30, 2023, and the year ended December 31, 2022, the Company repaid nill 17,500 (c) During the Nine months ended September 30, 2023, and the year ended December 31, 2022, a total amount of $ 242,538 0 19,390,359 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 4 - CONVERTIBLE LOANS AND WARRANTS (cont.) The estimated fair values of the Convertible loans were measured according to the Monte Carlo Model using the following assumptions: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of As of September 30, 2023 December 31, 2022 Expected term (in years) 0.75 1.26 0.5 Expected average (Monte Carlo) volatility 199 % 169 % Expected dividend yield - - Risk-free interest rate 5.4 5.5 4.8 % WACC 29 % 30 % The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2022: SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding and Exercisable Number of Warrants Weighted Average Remaining Weighted Average Exercise Price Valuation as of December 31, 2022 300,000 2.9 0.043 $ 11,351 300,000 3.35 0.043 $ 11,679 8,334 2.9 0.6 $ 230 32,500 3.35 0.6 $ 992 The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2023: Warrants Outstanding and Exercisable Number of Warrants Weighted Average Remaining Weighted Average Exercise Price Valuation as of September 30, 2023 8,334 2.16 0.6 $ 23 32,500 2.61 0.6 $ 116 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 4 - CONVERTIBLE LOANS AND WARRANTS (cont.) 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 As of September 30, 2023 December 31, 2022 Expected term 2.16 2.61 2.9 3.35 Expected average volatility 172 174 179 % Expected dividend yield - - Risk-free interest rate 4.54 4.72 4.09 4.15 Common Stock Market Value $ 0.0263 $ 0.043 * 600,000 |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
STOCK BASED COMPENSATION | NOTE 5 - STOCK BASED COMPENSATION A. The table below depicts the number of options granted to consultants and employees: SCHEDULE OF NUMBER OF OPTIONS GRANTED Number of Weighted average exercise price Nine months ended September 30, 2023 Number of Weighted average exercise price options in USD Options outstanding at January 1, 2023 10,246,284 $ 0.0001 Options granted during the period 37,770,029 $ 0.0001 Options outstanding at the end of period 48,016,313 $ 0.0001 Options exercisable at the end of period 13,183,291 $ 0.0001 B. The estimated fair values of the options granted to directors and employees were measured using Black and Scholes Model based on the following assumptions: SCHEDULE OF FAIR VALUE OF OPTIONS Grant date July 1, 2021 January 2022 Q1-Q3’2023 Vesting period 2 2 0.25 3 Expected average volatility 187.7 % 187.7 % 172 187.7 Expected dividend yield - - - Common Stock Value $ 0.76 $ 0.01 0.08 $ 0.009 0.015 Risk-free interest rate 0.3 % 1.81 % 3.39 3.98 For the Nine months ended September 30, 2023 and 2022 the company recognized expenses, to such options, in the amount of $ 618,000 507,000 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
SIGNIFICANT EVENTS DURING THE P
SIGNIFICANT EVENTS DURING THE PERIOD | 9 Months Ended |
Sep. 30, 2023 | |
Significant Events During Period | |
SIGNIFICANT EVENTS DURING THE PERIOD | NOTE 6 - SIGNIFICANT EVENTS DURING THE PERIOD A- On January 1, 2023, Ron Mekler was appointed to the board of directors of the Company. For his services he was granted stock option to purchase 500,000 21,498 Upon grant, the options vest as follows: (i) 50% following 12 months on the first anniversary of the appointment and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ending March 31, 2024. 0.0001 B- On February 1, 2023, the Company engaged with Adi Shemer as a board advisor. For his services he was granted stock option to purchase 1,000,000 20,498 Upon grant, the options vest as follows: (i) 33% on the 12 month anniversary of the appointment and (ii) the balance of shares of Common Stock, in eight (8) consecutive fiscal quarters, beginning with the quarter ending April 31, 2024. 0.0001 C- During the first quarter of 2023, the Company signed an amendment with an existing holder of a Convertible Note in the amount of $ 437,190 (“CLA”) with the following terms: (i) the note was amended so that the fixed conversion price is $0.022, (ii) the principal amount of the Note was increased by $7,500, (iii) if any portion of the balance due under the Note remains outstanding on April 30, 2023, an extension fee equal to 15% of such outstanding balance was to be added to it, (iv) the Maturity Date with respect to all outstanding amounts advanced under the Note was amended to July 31, 2023 and (v) several sale limitations on trading during the period beginning on the effective date of the agreement and ending on the amended maturity date were instituted. The warrant exercise price was adjusted accordingly. The CLA was purchased by a third party during the third quarter and terms were changed according to Note 6-K. D- On May 1, 2023, the Company engaged a consultant for management of CRM system and marketing campaigns. In consideration, the consultant was granted stock options to purchase 500,000 7,489 Up on grant, the options vest as follows: (i) 33% following 12 months anniversary of the appointment and (ii) the balance of shares of Common Stock, in eight (8) consecutive quarters, beginning with the quarter ending April 30, 2024. The option is exercisable, for a period of 2 years after reaching full vesting, at a per share exercise price of $0.0001 and shall otherwise be subject to the other terms and conditions specified in a Stock Option Agreement to be entered into between the consultant and the Company. E- On June 1, 2023, the Company engaged a consultant for its digital marketing effort. For his services the consultant was granted stock options to purchase 500,000 5,414 Upon grant, the options vest on a monthly basis over a period of 3 months from grant. The option is exercisable for a period of two years following vesting, at a per share exercise price of $0.0001 and shall otherwise be subject to the other terms and conditions specified in a Stock Option Agreement to be entered into between the consultant and the Company. F- On June 14, 2023, SleepX Ltd, the Company’s subsidiary, was granted a patent (US20150119741A1) by the United States Patent and Trademark Office, titled: “Apparatus and Method for Diagnosing Sleep Quality.” The patent extends through February 2036, and provides broad coverage in the field of sleep monitoring. G- On June 18 2023, the holders of the majority (the “Majority Holders”) of the Company outstanding convertible Preferred Series A Shares par value $0.0001 per share (the “Preferred Shares”) agreed to provide that each Preferred Share shall have voting rights equal to 3,000 shares of the Company’s Common Stock which may be voted at any meeting or any action of the Company shareholders at which the holders of the Common Stock are entitled to participate. H- In connection with Note 6-K, the holder of the Additional Third-Party Note agreed to extend the maturity date of such note to June 30, 2024 and to not convert such note during such period. In consideration thereof, the Company agreed with the holder that in the event that on June 30, 2024 the preceding 90 day VWAP is less than $0.04 (the “90 day VWAP”), then the Company will issue to the holder additional shares of the Company’s common stock where the number of shares is determined by quotient of the spread below $ 0.04 I- On July 1, 2023, the company granted Asaf Porat, the Company CFO, stock options to purchase 10,237,740 92,102 0.0001 0.0001 14,500,000 J- On July 7, 2023, the Board appointed Adi Shemer as Chief Executive Officer (“CEO”) of the Company, effective immediately. Mr. Shemer has been working with the Company since February 2023 as a consultant. In connection with his appointment as CEO, Mr. Shemer and the Company’s subsidiary SleepX, Ltd. entered into an Employment Agreement (the “Agreement”) setting forth the terms of his employment and compensation. Under the Agreement, Mr. Shemer is entitled to monthly salary of 40,000 10,810 20,000 1 Under the Agreement, Mr. Shemer is also entitled to the following: (i) Manager’s Insurance under Israeli law to which SleepX contributes amounts equal to (a) 8-1/3 percent for severance payments, and 6.5%, or up to 7.5% (including disability insurance) designated for premium payment (and Mr. Shemer contributes an additional 6%) of each monthly salary payment, and (b) 7.5% of his salary (with Mr. Shemer contributing an additional 2.5%) to an education fund, a form of deferred compensation program established under Israeli law. Either Mr. Shemer or SleepX is entitled to terminate the employment at any time upon 30 days prior notice. Under the Agreement, Mr. Shemer was awarded options under the Company’s employee stock option plan for 11,500,000 0.0001 11,500,000 1,000,000 0.0001 K- In June 2023, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with qualified investors (the “Investor”), pursuant to which the Company agreed to issue and sell (the “Offering”) up to an aggregate of 135,000,000 0.0001 0.01 135,000,000 0.04 406,494 40,649,400 The subscription proceeds are being used by the Company to complete the IOS design and development of its biofeedback snoring treatment wristband (the “Snoring Treatment Device”) as well as general corporate matters and readying for commercialization of the Snoring Treatment Device. The Investor and other unaffiliated entities (collectively, the “Purchasers’) purchased from Leonite Fund LP and Diagonal Lending LLC outstanding convertible promissory notes issued by the Company. Following the purchase of these outstanding notes, the Purchasers and the company agreed to amend the terms of the notes to extend the maturity date of each note to December 31, 2024, and to amend the conversion price thereof to $0.00561 (in the case of note purchased from Leonite Funding LP) and $0.005 (in the case of the note purchased from Diagonal Lending LLC). 720,000 (the “Additional Third Party Note”). As a result of the change in the conversion price the company changed the classification of the loans from fair value to cost basis. The conversion component of these loans has not yet been recorded in Equity in view of the fact that these loans cannot be converted as of the date of the financial statements. In connection with the purchase from Leonite of the Note by the Purchasers, the 600,000 L- On July 25, 2023, SleepX Ltd, the Company’s subsidiary, was granted a patent (US 11672472 B2) by the United States Patent and Trademark Office, titled: “Methods and systems for estimation of obstructive sleep apnea severity in wake subjects by multiple speech analyses.” The patent extends through December 2038, and provides broad coverage in the field of sleep monitoring. M- On July 26, 2023, Mr. Boris Molchadsky sold 2,334 70,000 N- On August 16, 2023, the aforementioned purchasers completed the purchase of 67,068 The Purchasers agreed to amend the terms of the note, to extend the maturity date to December 31, 2024, and to amend the conversion price thereof to $0.005. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 - SUBSEQUENT EVENTS A- On October 7 th B- At the end of October, the company wired to its wristband manufacturer the completion of the cost for manufacturing the first serial wristband units. The wristbands shall be delivered at the end of November and shipped to customers during December. C- Following Note 6-K, the company received after the end of the 3 rd 117,075 D- During November 2023, the Company was notified of a lawsuit that was originally filed on August, 2022, in the Tel Aviv Magistrate’s Court against our Chairman and majority shareholder, Boris Molchadsky, G.P.I.S Ltd., an entity controlled by Mr. Molchadsky, Nexsense, Inc. (the former shareholder of SleePX Ltd.) and SleepX, Ltd., our subsidiary (collectively, the “Defendants”) [Civil lawsuit number 25441-08-22]. The suit was filed by a fund operating out of Israel. A copy of the claim was served to the defendants only six months after it was submitted to court, on February 21, 2023. The lawsuit is based on the alleged breach of partnership and loan agreements as well as other related allegations, including violation of agreements reached in a mediation proceeding that took place in 2015. On July 24, 2023, the Defendants (except for Nexsense, Inc.) filed a statement of defense, denying the allegations and argued that the claim should be dismissed, due to the statute of limitations, lack of cause of action, lack of jurisdiction, delay in filing the claim, and respecting SleepX, also due to the lack of legal rivalry between SleepX and the plaintiff. Recently, the Magistrate’s Court in Tel Aviv accepted the request regarding lack of material jurisdiction, and the claim was then transferred to the economic department of the District Court in Tel Aviv. The first preliminary hearing has been scheduled for February 14, 2024. The Company and its legal consultants concluded that they cannot, at this stage, know the effects, if any, of these actions on its subsidiary SleepX and / or the Company, and accordingly, no provision was recorded. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 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. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) 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 stocks, 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. |
Use of Estimates in Preparation of Financial Statements | Use of Estimates in Preparation of Financial Statements The preparation of consolidated financial statements in conformity with U.S. GAAP accounting principles requires management to make estimates and assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF BALANCE WITH RELATED PARTIES | SCHEDULE OF BALANCE WITH RELATED PARTIES September 30, 2023 December 31, 2022 In U.S. dollars in thousands Liabilities: Employees and payroll accruals 205 268 Related party payables 198 140 Short term loan 78 80 Convertible loan - 36 |
SCHEDULE OF TRANSACTION WITH RELATED PARTIES | SCHEDULE OF TRANSACTION WITH RELATED PARTIES 2023 2022 Nine months ended September 30, 2023 2022 In U.S. dollars in thousands Expenses: Management fee to the Company’s CEO 129 84 Salaries and related cost *) 667 896 Salaries and related cost 667 896 *) Including share-based compensation for the Nine months ended September 30, 2023 and 2022 in the amount of $ 560,500 743,000 |
CONVERTIBLE LOANS AND WARRANTS
CONVERTIBLE LOANS AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Class of Warrant or Right [Line Items] | |
SCHEDULE OF FAIR VALUE RECURRING BASIS | The following table summarizes fair value measurements by level as of September 30, 2023 and December 31, 2022 measured at fair value on a recurring basis: SCHEDULE OF FAIR VALUE RECURRING BASIS December 31, 2022 Level 1 Level 2 Level 3 Total In U.S. dollars in thousands Assets None - - - - Liabilities Convertible Loans - - 2,257 2,257 Financial liability - 24 24 September 30, 2023 Level 1 Level 2 Level 3 Total In U.S. dollars in thousands Assets None - - - - Liabilities Convertible Loans - - 1,925 1,925 Financial liability - 183 183 |
SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE | The Convertible Loans changes consist of the following as of September 30, 2023 and December 31, 2022: SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE September 30, 2023 December 31, 2022 Convertible Loans at Fair Value September 30, 2023 December 31, 2022 $000 Opening Balance 2,257 2,492 Additional convertible loans (a) 153 526 Repayment of convertible loan (b) - (18 ) Conversion of convertible loan (c) (243 ) - Decrease of Notes purchased (Note 6k) (530 ) - Change in fair value of convertible loans liability through profit or loss 288 (743 ) Closing balance 1,925 2,257 (a) During the Nine months ended September 30, 2023, and the year ended December 31, 2022, the Company received a principal amount of $ 152,750 526,826 (b) During the Nine months ended September 30, 2023, and the year ended December 31, 2022, the Company repaid nill 17,500 (c) During the Nine months ended September 30, 2023, and the year ended December 31, 2022, a total amount of $ 242,538 0 19,390,359 |
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED | 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 As of September 30, 2023 December 31, 2022 Expected term 2.16 2.61 2.9 3.35 Expected average volatility 172 174 179 % Expected dividend yield - - Risk-free interest rate 4.54 4.72 4.09 4.15 Common Stock Market Value $ 0.0263 $ 0.043 * 600,000 |
SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS | The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2022: SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding and Exercisable Number of Warrants Weighted Average Remaining Weighted Average Exercise Price Valuation as of December 31, 2022 300,000 2.9 0.043 $ 11,351 300,000 3.35 0.043 $ 11,679 8,334 2.9 0.6 $ 230 32,500 3.35 0.6 $ 992 The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2023: Warrants Outstanding and Exercisable Number of Warrants Weighted Average Remaining Weighted Average Exercise Price Valuation as of September 30, 2023 8,334 2.16 0.6 $ 23 32,500 2.61 0.6 $ 116 |
Old CLA [Member] | |
Class of Warrant or Right [Line Items] | |
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED | The estimated fair values of the Convertible loans were measured according to the Monte Carlo Model using the following assumptions: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of As of September 30, 2023 December 31, 2022 Expected term (in years) 0.75 1.26 0.5 Expected average (Monte Carlo) volatility 199 % 169 % Expected dividend yield - - Risk-free interest rate 5.4 5.5 4.8 % WACC 29 % 30 % |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
SCHEDULE OF NUMBER OF OPTIONS GRANTED | SCHEDULE OF NUMBER OF OPTIONS GRANTED Number of Weighted average exercise price Nine months ended September 30, 2023 Number of Weighted average exercise price options in USD Options outstanding at January 1, 2023 10,246,284 $ 0.0001 Options granted during the period 37,770,029 $ 0.0001 Options outstanding at the end of period 48,016,313 $ 0.0001 Options exercisable at the end of period 13,183,291 $ 0.0001 |
SCHEDULE OF FAIR VALUE OF OPTIONS | SCHEDULE OF FAIR VALUE OF OPTIONS Grant date July 1, 2021 January 2022 Q1-Q3’2023 Vesting period 2 2 0.25 3 Expected average volatility 187.7 % 187.7 % 172 187.7 Expected dividend yield - - - Common Stock Value $ 0.76 $ 0.01 0.08 $ 0.009 0.015 Risk-free interest rate 0.3 % 1.81 % 3.39 3.98 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) | 6 Months Ended | |||||
Jun. 18, 2023 | Aug. 02, 2021 | Jul. 02, 2021 | Nov. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Preferred stock voting rights | the holders of the majority (the “Majority Holders”) of the Company outstanding convertible Preferred Series A Shares par value $0.0001 per share (the “Preferred Shares”) agreed to provide that each Preferred Share shall have voting rights equal to 3,000 shares of the Company’s Common Stock which may be voted at any meeting or any action of the Company shareholders at which the holders of the Common Stock are entitled to participate. | |||||
Stockholder's deficit | $ 3,269,000 | $ 2,549,000 | ||||
Proceeds from Issuance of Private Placement | $ 523,569 | |||||
Sleep X Ltd [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Voting interest rate | 66.70% | |||||
Stock Exchange Agreement [Member] | Sleep X Ltd [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Equity ownership percentage | 80% | |||||
Stock Exchange Agreement [Member] | Sleep X Ltd [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Outstanding equity capital | 1,724 | |||||
Number shares exchanged for common stock | 174,595,634 | |||||
Series A Preferred Stock [Member] | Boris Molchadsky [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of shares acquired | 225,000 | |||||
Preferred stock voting rights | The Series A Preferred Shares have the right to vote at 1,000 to 1 as shares of common stock and are convertible at a rate of 1,500 to 1 as 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. |
SCHEDULE OF BALANCE WITH RELATE
SCHEDULE OF BALANCE WITH RELATED PARTIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Employees and payroll accruals | $ 205 | $ 268 |
Related party payables | 198 | 140 |
Short term loan | 78 | 80 |
Convertible loan | $ 36 |
SCHEDULE OF TRANSACTION WITH RE
SCHEDULE OF TRANSACTION WITH RELATED PARTIES (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Related Party Transactions [Abstract] | |||
Management fee to the Company’s CEO | $ 129 | $ 84 | |
Salaries and related cost | [1] | $ 667 | $ 896 |
[1]Including share-based compensation for the Nine months ended September 30, 2023 and 2022 in the amount of $ 560,500 743,000 |
SCHEDULE OF TRANSACTION WITH _2
SCHEDULE OF TRANSACTION WITH RELATED PARTIES (Details) (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transactions [Abstract] | ||
Share-based compensation | $ 560,500 | $ 743,000 |
RELATED PARTY BALANCES AND TR_3
RELATED PARTY BALANCES AND TRANSACTIONS (Details Narrative) ₪ in Thousands | 9 Months Ended | |||||
Aug. 22, 2021 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 ILS (₪) | Mar. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 ILS (₪) | |
Related Party Transaction [Line Items] | ||||||
Notes payable | $ 437,190,000 | |||||
Evergreen Venture Capital LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from related party debt | $ 265,000 | |||||
Notes payable | $ 25,000 | |||||
Interest rate | 8% | |||||
Convertible loans from related party description | the note holder 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 | |||||
Tanooma Ltd [Member] | Noncontrolling Interest [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related parties current and noncurrent | $ 30,263 | ₪ 115,725 | ₪ 115,725 | |||
Nexense Technologies LTD [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related parties | $ 47,623 | |||||
Related-party transaction rate | 2.90% |
SCHEDULE OF FAIR VALUE RECURRIN
SCHEDULE OF FAIR VALUE RECURRING BASIS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Financial liability | $ 183 | $ 24 |
Fair Value, Recurring [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets | ||
Convertible loans | 1,925 | 2,257 |
Financial liability | 183 | 24 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets | ||
Convertible loans | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets | ||
Convertible loans | ||
Financial liability | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets | ||
Convertible loans | 1,925 | 2,257 |
Financial liability | $ 183 | $ 24 |
SCHEDULE OF CONVERTIBLE LOANS A
SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | ||
Convertible Loans And Warrants | |||
Opening Balance | $ 2,257,000 | $ 2,492,000 | |
Additional convertible loans | [1] | 153,000 | 526,000 |
Repayment of convertible loan | [2] | (17,500) | |
Conversion of convertible loan | [3] | (243,000) | |
Decrease of Notes purchased (Note 6k) | (530,000) | ||
Change in fair value of convertible loans liability through profit or loss | 288,000 | (743,000) | |
Closing balance | $ 1,925,000 | $ 2,257,000 | |
[1]During the Nine months ended September 30, 2023, and the year ended December 31, 2022, the Company received a principal amount of $ 152,750 526,826 nill 17,500 242,538 0 19,390,359 |
SCHEDULE OF CONVERTIBLE LOANS_2
SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE (Details) (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | ||
Convertible Loans And Warrants | |||
Principal amount | $ 152,750,000 | $ 526,826,000 | |
Repaid amount | [1] | 17,500 | |
Converted amount | $ 242,538,000 | $ 0 | |
Number of shares converted | 19,390,359 | ||
[1]During the Nine months ended September 30, 2023, and the year ended December 31, 2022, the Company repaid nill 17,500 |
SCHEDULE OF FAIR VALUES OF WARR
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED (Details) | 9 Months Ended | 12 Months Ended | ||
Jan. 01, 2022 | Jul. 01, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||||
Expected term | 2 years | 2 years | ||
Expected average (Monte Carlo) volatility | 187.70% | 187.70% | ||
Expected dividend yield | ||||
Risk-free interest rate | 1.81% | 0.30% | ||
Measurement Input, Price Volatility [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant measurement input | 179 | |||
Measurement Input, Expected Dividend Rate [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant measurement input | ||||
Measurement Input Commom Market Value [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant measurement input | 0.0263 | 0.043 | ||
Maximum [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Expected term | 3 years | |||
Expected average (Monte Carlo) volatility | 187.70% | |||
Risk-free interest rate | 3.98% | |||
Expected term | 2 years 7 months 9 days | 3 years 4 months 6 days | ||
Maximum [Member] | Measurement Input, Price Volatility [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant measurement input | 174 | |||
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant measurement input | 4.72 | 4.15 | ||
Minimum [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Expected term | 3 months | |||
Expected average (Monte Carlo) volatility | 172% | |||
Risk-free interest rate | 3.39% | |||
Expected term | 2 years 1 month 28 days | 2 years 10 months 24 days | ||
Minimum [Member] | Measurement Input, Price Volatility [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant measurement input | 172 | |||
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant measurement input | 4.54 | 4.09 | ||
Old CLA [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Expected term | 6 months | |||
Expected average (Monte Carlo) volatility | 199% | 169% | ||
Expected dividend yield | ||||
Risk-free interest rate | 4.80% | |||
WACC | 29% | 30% | ||
Old CLA [Member] | Maximum [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Expected term | 9 months | |||
Risk-free interest rate | 5.50% | |||
Old CLA [Member] | Minimum [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Expected term | 1 year 3 months 3 days | |||
Risk-free interest rate | 5.40% |
SUMMARIZES RELATING TO OUTSTAND
SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Minimum [Member] | ||
Warrants and Rights Outstanding, Term | 2 years 1 month 28 days | 2 years 10 months 24 days |
Maximum [Member] | ||
Warrants and Rights Outstanding, Term | 2 years 7 months 9 days | 3 years 4 months 6 days |
Warrant One [Member] | ||
Warrants Outstanding and Exercisable, Number of Warrants | 8,334 | 300,000 |
Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ 0.6 | $ 0.043 |
Warrants Outstanding and Exercisable, value | $ 23 | $ 11,351 |
Warrant One [Member] | Minimum [Member] | ||
Warrants and Rights Outstanding, Term | 2 years 1 month 28 days | 2 years 10 months 24 days |
Warrant Two [Member] | ||
Warrants Outstanding and Exercisable, Number of Warrants | 32,500 | 300,000 |
Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ 0.6 | $ 0.043 |
Warrants Outstanding and Exercisable, value | $ 116 | $ 11,679 |
Warrant Two [Member] | Maximum [Member] | ||
Warrants and Rights Outstanding, Term | 2 years 7 months 9 days | 3 years 4 months 6 days |
Warrant Three [Member] | ||
Warrants Outstanding and Exercisable, Number of Warrants | 8,334 | |
Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ 0.6 | |
Warrants Outstanding and Exercisable, value | $ 230 | |
Warrant Three [Member] | Minimum [Member] | ||
Warrants and Rights Outstanding, Term | 2 years 10 months 24 days | |
Warrant Four [Member] | ||
Warrants Outstanding and Exercisable, Number of Warrants | 32,500 | |
Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ 0.6 | |
Warrants Outstanding and Exercisable, value | $ 992 | |
Warrant Four [Member] | Maximum [Member] | ||
Warrants and Rights Outstanding, Term | 3 years 4 months 6 days |
SCHEDULE OF FAIR VALUES OF WA_2
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED (Parenthetical) (Details) | 9 Months Ended |
Sep. 30, 2023 shares | |
Convertible Loans And Warrants | |
Number of options cancelled | 600,000 |
SCHEDULE OF NUMBER OF OPTIONS G
SCHEDULE OF NUMBER OF OPTIONS GRANTED (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Retirement Benefits [Abstract] | |
Options outstanding at January 1, 2023 | shares | 10,246,284 |
Weighted average exercise price, beginning | $ / shares | $ 0.0001 |
Options granted during the period | shares | 37,770,029 |
Weighted average exercise price, beginning | $ / shares | $ 0.0001 |
Options outstanding at the end of period | shares | 48,016,313 |
Weighted average exercise price, beginning | $ / shares | $ 0.0001 |
Options exercisable at the end of period | shares | 13,183,291 |
Weighted average exercise price, beginning | $ / shares | $ 0.0001 |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTIONS (Details) - $ / shares | 9 Months Ended | ||
Jan. 01, 2022 | Jul. 01, 2021 | Sep. 30, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Expected term | 2 years | 2 years | |
Expected average volatility | 187.70% | 187.70% | |
Expected dividend yield | |||
Common Stock Market Value | $ 0.76 | ||
Risk-free interest rate | 1.81% | 0.30% | |
Minimum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expected term | 3 months | ||
Expected average volatility | 172% | ||
Common Stock Market Value | $ 0.01 | $ 0.009 | |
Risk-free interest rate | 3.39% | ||
Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expected term | 3 years | ||
Expected average volatility | 187.70% | ||
Common Stock Market Value | $ 0.08 | $ 0.015 | |
Risk-free interest rate | 3.98% |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Share based compensation | $ 650,000 | $ 877,000 |
Chief Financial Officer And Advisor [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Share based compensation | $ 618,000 | $ 507,000 |
SIGNIFICANT EVENTS DURING THE_2
SIGNIFICANT EVENTS DURING THE PERIOD (Details Narrative) $ / shares in Units, ₪ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||||||||
Dec. 31, 2023 shares | Oct. 07, 2023 USD ($) | Aug. 16, 2023 shares | Jul. 26, 2023 shares | Jul. 07, 2023 USD ($) $ / shares shares | Jul. 07, 2023 ILS (₪) shares | Jul. 07, 2023 USD ($) $ / shares | Jul. 01, 2023 USD ($) $ / shares shares | Jun. 26, 2023 USD ($) | Jun. 18, 2023 | Jun. 01, 2023 USD ($) shares | May 01, 2023 USD ($) shares | Feb. 01, 2023 USD ($) $ / shares shares | Jan. 01, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) shares | Nov. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 shares | Dec. 31, 2022 $ / shares | |
Employee stock ownership plan | shares | 10,237,740 | ||||||||||||||||||||
Employee stock ownership plan | $ 92,102,000 | ||||||||||||||||||||
Share price | $ / shares | $ 0.0001 | ||||||||||||||||||||
Notes payable | $ 437,190,000 | ||||||||||||||||||||
Conversion description | The Purchasers agreed to amend the terms of the note, to extend the maturity date to December 31, 2024, and to amend the conversion price thereof to $0.005. | ||||||||||||||||||||
Preferred stock voting rights | the holders of the majority (the “Majority Holders”) of the Company outstanding convertible Preferred Series A Shares par value $0.0001 per share (the “Preferred Shares”) agreed to provide that each Preferred Share shall have voting rights equal to 3,000 shares of the Company’s Common Stock which may be voted at any meeting or any action of the Company shareholders at which the holders of the Common Stock are entitled to participate. | ||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Proceeds from issuance of private placement | $ 523,569 | ||||||||||||||||||||
Aggregate gross proceeds | $ 406,494 | ||||||||||||||||||||
Number of shares and warrants | shares | 40,649,400 | ||||||||||||||||||||
Proceeds from Other Debt | $ 720,000,000 | ||||||||||||||||||||
Warrants cancelled | shares | 600,000 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 70,000,000 | ||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||
Conversion of stock shares issued | shares | 67,068 | 2,334 | |||||||||||||||||||
Common Stock Purchase Warrants [Member] | |||||||||||||||||||||
Share price | $ / shares | $ 0.01 | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Share price | $ / shares | $ 0.04 | ||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Proceeds from Other Debt | $ 117,075,000 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.04 | ||||||||||||||||||||
Additional common shares | shares | 200,000 | 200,000 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | |||||||||||||||||||||
Ron Mekler [Member] | |||||||||||||||||||||
Employee stock ownership plan | shares | 500,000 | ||||||||||||||||||||
Employee stock ownership plan | $ 21,498,000 | ||||||||||||||||||||
Vesting rights | Upon grant, the options vest as follows: (i) 50% following 12 months on the first anniversary of the appointment and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ending March 31, 2024. | ||||||||||||||||||||
Share price | $ / shares | $ 0.0001 | ||||||||||||||||||||
Adi Shemer [Member] | |||||||||||||||||||||
Employee stock ownership plan | shares | 1,000,000 | ||||||||||||||||||||
Employee stock ownership plan | $ 20,498 | ||||||||||||||||||||
Vesting rights | Upon grant, the options vest as follows: (i) 33% on the 12 month anniversary of the appointment and (ii) the balance of shares of Common Stock, in eight (8) consecutive fiscal quarters, beginning with the quarter ending April 31, 2024. | ||||||||||||||||||||
Share price | $ / shares | $ 0.0001 | ||||||||||||||||||||
Investor Two [Member] | |||||||||||||||||||||
Conversion description | the Purchasers and the company agreed to amend the terms of the notes to extend the maturity date of each note to December 31, 2024, and to amend the conversion price thereof to $0.00561 (in the case of note purchased from Leonite Funding LP) and $0.005 (in the case of the note purchased from Diagonal Lending LLC). | the following terms: (i) the note was amended so that the fixed conversion price is $0.022, (ii) the principal amount of the Note was increased by $7,500, (iii) if any portion of the balance due under the Note remains outstanding on April 30, 2023, an extension fee equal to 15% of such outstanding balance was to be added to it, (iv) the Maturity Date with respect to all outstanding amounts advanced under the Note was amended to July 31, 2023 and (v) several sale limitations on trading during the period beginning on the effective date of the agreement and ending on the amended maturity date were instituted. The warrant exercise price was adjusted accordingly. | |||||||||||||||||||
CRM Campaigns [Member] | |||||||||||||||||||||
Employee stock ownership plan | shares | 500,000 | ||||||||||||||||||||
Employee stock ownership plan | $ 7,489,000 | ||||||||||||||||||||
Vesting rights | Up on grant, the options vest as follows: (i) 33% following 12 months anniversary of the appointment and (ii) the balance of shares of Common Stock, in eight (8) consecutive quarters, beginning with the quarter ending April 30, 2024. The option is exercisable, for a period of 2 years after reaching full vesting, at a per share exercise price of $0.0001 and shall otherwise be subject to the other terms and conditions specified in a Stock Option Agreement to be entered into between the consultant and the Company. | ||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||
Employee stock ownership plan | shares | 500,000 | ||||||||||||||||||||
Employee stock ownership plan | $ 5,414,000 | ||||||||||||||||||||
Vesting rights | Upon grant, the options vest on a monthly basis over a period of 3 months from grant. The option is exercisable for a period of two years following vesting, at a per share exercise price of $0.0001 and shall otherwise be subject to the other terms and conditions specified in a Stock Option Agreement to be entered into between the consultant and the Company. | ||||||||||||||||||||
Mr Porat [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Additional common shares | shares | 14,500,000 | ||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||
Employee stock ownership plan | shares | 11,500,000 | 11,500,000 | |||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Stock issued during period shares issued for services | $ 10,810,000 | ₪ 40,000 | |||||||||||||||||||
Deferred salary | 20,000,000 | $ 20,000,000 | |||||||||||||||||||
Proceeds from issuance of private placement | $ 1,000,000 | ||||||||||||||||||||
Employee compensation description | Under the Agreement, Mr. Shemer is also entitled to the following: (i) Manager’s Insurance under Israeli law to which SleepX contributes amounts equal to (a) 8-1/3 percent for severance payments, and 6.5%, or up to 7.5% (including disability insurance) designated for premium payment (and Mr. Shemer contributes an additional 6%) of each monthly salary payment, and (b) 7.5% of his salary (with Mr. Shemer contributing an additional 2.5%) to an education fund, a form of deferred compensation program established under Israeli law. Either Mr. Shemer or SleepX is entitled to terminate the employment at any time upon 30 days prior notice. | ||||||||||||||||||||
Stock options exercised | shares | 1,000,000 | 1,000,000 | |||||||||||||||||||
Investor [Member] | |||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||
Stock issued during period shares other | shares | 135,000,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | |
Oct. 07, 2023 | Jun. 30, 2023 | |
Subsequent Event [Line Items] | ||
Proceeds from other debt | $ 720,000 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Proceeds from other debt | $ 117,075 |