Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 31, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55403 | ||
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 | ||
Title of 12(g) Security | Common Stock, $0.0001 per share | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 643,483 | ||
Entity Common Stock, Shares Outstanding | 416,697,257 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 2015 | ||
Auditor Name | BARZILY AND CO., CPA’s | ||
Auditor Location | Jerusalem, Israel |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 222 | $ 60 |
Other accounts receivables | 42 | 19 |
Inventory | 14 | |
Total current assets | 278 | 79 |
Non-current assets | ||
Property and equipment, net | 3 | 2 |
Intangible assets, net | 193 | 124 |
Total non-current assets | 196 | 126 |
Total assets | 474 | 205 |
Current liabilities | ||
Trade payables | 51 | 67 |
Other accounts payable | 694 | 340 |
Convertible loans at amortized cost | 796 | |
Financial liability at fair value | 204 | 24 |
Total liabilities | 3,027 | 2,768 |
COMMITMENT AND CONTINGENCIES | ||
AppYea Inc. Stockholders’ Deficiency: | ||
Convertible preferred stock, $0.0001 par value | ||
Common stock, $0.0001 par value | 31 | 21 |
Stock Payables | 559 | 27 |
Additional Paid in Capital | 3,197 | 1,912 |
Accumulated deficit | (6,326) | (4,509) |
Total AppYea Inc. stockholders’ deficiency | (2,539) | (2,549) |
Non-controlling interests | (14) | (14) |
Total Deficiency | (2,553) | (2,563) |
Total liabilities and deficiency | 474 | 205 |
Related Party [Member] | ||
Current liabilities | ||
Short-term loans from related parties | 79 | 80 |
Convertible loans at fair value | 36 | |
Nonrelated Party [Member] | ||
Current liabilities | ||
Convertible loans at fair value | $ 1,203 | $ 2,221 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Research and development expenses | $ (124) | $ (129) |
Sales and marketing | (128) | (16) |
General and administrative expenses | (1,386) | (2,017) |
Operating loss | (1,638) | (2,162) |
Change in fair value of convertible loans and warrant liability | 262 | 910 |
Financial income (expenses), net | (441) | (52) |
Loss before income tax benefit | (1,817) | (1,304) |
Income tax benefit | ||
Net loss | (1,817) | (1,304) |
Net loss attributable to AppYea Inc. | $ (1,817) | $ (1,304) |
Net Loss Per Common Share: | ||
Net Loss Per Common Share: Basic | $ (0.007) | $ (0.005) |
Net Loss Per Common Share: Diluted | $ (0.007) | $ (0.005) |
Weighted Average number of Common Shares Outstanding basic | 257,223,239 | 219,588,562 |
Weighted Average number of Common Shares Outstanding diluted | 257,223,239 | 219,588,562 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Deficiency - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Balance | $ (2,563) | $ (2,430) |
Issuance of shares to service providers | 102 | |
Stock Payables | 27 | |
Share based Compensation | 721 | 1,042 |
Net loss | (1,817) | (1,304) |
Share issuance upon conversion of convertible notes | 243 | |
Beneficial conversion feature (see Note 11C and 7e) | 66 | |
Shares to be issued to service providers | 75 | |
Shares to be issued to investors | 723 | |
Balance | (2,553) | (2,563) |
Preferred Stock [Member] | ||
Balance | ||
Balance, shares | 300,000 | 300,000 |
Issuance of shares to service providers | ||
Stock Payables | ||
Share based Compensation | ||
Net loss | ||
Share issuance upon conversion of convertible notes | ||
Beneficial conversion feature (see Note 11C and 7e) | ||
Share issuance upon conversion of preferred stock | ||
Share issuance upon conversion of preferred stock, shares | (41,255) | |
Shares to be issued to investors | ||
Balance | ||
Balance, shares | 258,745 | 300,000 |
Common Stock [Member] | ||
Balance | $ 21 | $ 21 |
Balance, shares | 220,930,798 | 218,246,326 |
Issuance of shares to service providers | ||
Issuance of shares to service providers, shares | 2,684,472 | |
Stock Payables | ||
Share based Compensation | ||
Net loss | ||
Share issuance upon conversion of convertible notes | $ 1 | |
Share issuance upon conversion of Convertible notes, shares | 19,390,359 | |
Beneficial conversion feature (see Note 11C and 7e) | ||
Share issuance upon conversion of preferred stock | $ 6 | |
Share issuance upon conversion of preferred stock, shares | 61,882,500 | |
Issuance of shares upon conversion of stock payable | $ 3 | |
Issuance of shares upon conversion of stock payable, shares | 26,633,000 | |
Shares to be issued to investors | ||
Balance | $ 31 | $ 21 |
Balance, shares | 328,836,657 | 220,930,798 |
Stock Payables [Member] | ||
Balance | $ 27 | |
Issuance of shares to service providers | ||
Stock Payables | 27 | |
Share based Compensation | ||
Net loss | ||
Share issuance upon conversion of convertible notes | ||
Share issuance upon conversion of preferred stock | ||
Issuance of shares upon conversion of stock payable | (266) | |
Shares to be issued to service providers | 75 | |
Shares to be issued to investors | 723 | |
Balance | 559 | 27 |
Additional Paid-in Capital [Member] | ||
Balance | 1,912 | 768 |
Issuance of shares to service providers | 102 | |
Stock Payables | ||
Share based Compensation | 721 | 1,042 |
Net loss | ||
Share issuance upon conversion of convertible notes | 242 | |
Beneficial conversion feature (see Note 11C and 7e) | 66 | |
Share issuance upon conversion of preferred stock | (6) | |
Issuance of shares upon conversion of stock payable | 263 | |
Shares to be issued to investors | ||
Balance | 3,197 | 1,912 |
Retained Earnings [Member] | ||
Balance | (4,509) | (3,205) |
Issuance of shares to service providers | ||
Stock Payables | ||
Share based Compensation | ||
Net loss | (1,817) | (1,304) |
Share issuance upon conversion of convertible notes | ||
Beneficial conversion feature (see Note 11C and 7e) | ||
Share issuance upon conversion of preferred stock | ||
Issuance of shares upon conversion of stock payable | ||
Shares to be issued to investors | ||
Balance | (6,326) | (4,509) |
Parent [Member] | ||
Balance | (2,549) | (2,416) |
Issuance of shares to service providers | 102 | |
Stock Payables | 27 | |
Share based Compensation | 721 | 1,042 |
Net loss | (1,817) | (1,304) |
Share issuance upon conversion of convertible notes | 243 | |
Beneficial conversion feature (see Note 11C and 7e) | 66 | |
Share issuance upon conversion of preferred stock | ||
Issuance of shares upon conversion of stock payable | ||
Shares to be issued to service providers | 75 | |
Shares to be issued to investors | 723 | |
Balance | (2,539) | (2,549) |
Noncontrolling Interest [Member] | ||
Balance | (14) | (14) |
Issuance of shares to service providers | ||
Stock Payables | ||
Share based Compensation | ||
Net loss | ||
Share issuance upon conversion of convertible notes | ||
Beneficial conversion feature (see Note 11C and 7e) | ||
Share issuance upon conversion of preferred stock | ||
Issuance of shares upon conversion of stock payable | ||
Shares to be issued to investors | ||
Balance | $ (14) | $ (14) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (1,817) | $ (1,304) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 25 | 24 |
Share based compensation | 796 | 1,144 |
Change in fair value of convertible loans and warrant liability | (262) | (910) |
Financial expenses, net | 441 | 52 |
Changes in operating assets and liabilities: | ||
Other current assets | (23) | 143 |
Inventory | (14) | |
Accounts payable | 173 | 171 |
Accounts payable – related party | 84 | 85 |
Net cash used in operating activities | (597) | (595) |
Cash flows from investing activities: | ||
Research and development expenses capitalization | (93) | |
Net cash provided by investing activities | (93) | |
Cash flows from financing activities: | ||
Loans received from a related party | 14 | |
Proceeds from convertible Note received less issuance expenses | 141 | 458 |
Proceeds on account of shares to be issued | 724 | |
Repayment on account of convertible loans including interest | (30) | |
Net cash provided by financing activities | 865 | 442 |
Foreign exchange on cash and cash equivalent | (13) | 7 |
Change in cash and cash equivalents | 162 | (146) |
Cash and cash equivalents at beginning of Year | 60 | 206 |
Cash and cash equivalents at end of Year | $ 222 | $ 60 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (1,817) | $ (1,304) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 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, OTCQB tier, under the symbol “APYP”. SleepX LTD is a company formed under the laws of the State of Israel and a wholly owned subsidiary of the Company (“SleepX”). SleepX is a 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, the Company started serial production in 2023. Subject to raising working capital, of which no assurance can be provided, the Company intends to focus on further development and commercialization of its products. 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 operations. Since its incorporation and as of the financial statements date, Sleepx holds 66.7 Strategic Development The company flag product is AppySleep – A Biofeedback snoring treatment wristband, combined with the AppySleep App (“AppySleep”). The AppySleep product is currently in serial manufacturing and commercial stage. Financial position The financial statements are presented on a going-concern basis. The Company has not yet generated any significant revenues, has suffered recurring losses from operations, has incurred negative cash flows from operating activities, and is dependent upon external sources for financing its operations. As of December 31, 2023, the Company has an accumulated deficit of $ 6,326,000 2,539,000 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”. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
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 revenues and expenses. Significant estimates include the ability to continue as a 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 7 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 presented at their original amounts. Non-dollar denominated transactions and balances have been re-measured to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. In accordance with ASC 830, monetary balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. 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 3.627 3.519 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 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 AT THE ANNUAL RATES % Computers equipment and software 33 e. Intangible Assets, net Identifiable intangible assets are stated at cost, net of accumulated amortization. Patents are amortized using the straight-line method over 7 In addition, the Company capitalizes qualifying costs incurred during the application development stage related to software developed for internal use. These costs are capitalized based on qualifying criteria, as defined in ASC 350-40, “Internal Software Use”. Costs incurred to develop software applications consist of directly attributable costs of preparing the asset for its intended use such as direct labor costs, direct consultants and subcontractors costs, and overhead. Testing of impairment is performed annually over the period of the development project. The company estimates the amortization of those costs over 3 5 Capitalized internal-use software costs are included in intangibles assets, net in the consolidated statement of financial position. As of December 31, 2023, the Company didn’t amortize the internal-use software costs because it didn’t reach the necessary stage. f. Severance pay The Company 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, with insurance companies, at a rate of 8.33 g. Inventory Substantially all inventory consists of raw materials and finished goods and are valued at the lower of historic cost or net realizable value; where net realizable value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. Historic inventory costs are calculated on a first-in, first-out basis or specific cost. h. 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. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) i. Fair value of financial instruments 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 three broad levels of the fair value hierarchy are as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly Level 3 – Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions j. 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 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. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) k. 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. l. 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 m. 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. n. General and administrative expenses General and administrative expenses consist of all corporate overhead costs incurred by the Company. o. Stock-Based Compensation We account for stock-based compensation in accordance with ASC 718, Stock Compensation p. 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 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. 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. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) q. 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 years ending December 31, 2023 and 2022, there were 260,972,365 49,824,701 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. Effective January 1, 2023, the Company adopted 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 replaced 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 current 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. The Company determined the adoption of this new accounting guidance and the effect on its consolidated financial statements throughout the period until implementation, and have no impact on the consolidated financial statement APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
OTHER ACCOUNTS RECEIVABLE
OTHER ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
OTHER ACCOUNTS RECEIVABLE | NOTE 3 - OTHER ACCOUNTS RECEIVABLE SCHEDULE OF OTHER ACCOUNTS RECEIVABLE 2023 2022 December 31, 2023 2022 In U.S. dollars in thousands Governmental authorities 30 12 Other receivables 12 7 Total other accounts receivable 42 19 |
INTANGIBLE ASSET, NET
INTANGIBLE ASSET, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
INTANGIBLE ASSET, NET | NOTE 4 - INTANGIBLE ASSET, NET On May 12, 2021, SleepX entered into a patent license agreement with Nexense Technologies USA Inc., (“Nexense” or the “Licensor”) a related party, which is controlled by Boris Molchadsky (the company chairman, board member, and control person) 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 as of the purchase date the IP was 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 intellectual property rights, will all be owned solely by SleepX. The payment terms for the license agreement are 3 2,000,000 40 The IP asset is valued in the financial statements at the cost that Licensor paid to acquire the IP. As of December 31, 2023, the Company has not generated any revenues and accordingly no royalties were incurred and paid. SCHEDULE Of INTANGIBLE ASSET Cost $ 163,000 Accumulated amortization $ (62,014 ) Total intangible assets $ 100,986 For both years ended December 31, 2023 and 2022 the amortization expenses amounted to $ 23,285 As AppySleep is proving the capability of the product and the concept at its base, the company chooses to capitalize the development expenses related to the new version of the product which will include a cloud-based version of the App, and an IOS version of the product in order to approach the entire market. The expenses which will be capitalized are the payments to the development company, the writer of the algorithm and the designer of the app. As of 12.31.2023, the R&D software capitalization described above amounted to $ 90,470 |
OTHER ACCOUNTS PAYABLE
OTHER ACCOUNTS PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
OTHER ACCOUNTS PAYABLE | NOTE 5 - OTHER ACCOUNTS PAYABLE SCHEDULE OF OTHER ACCOUNTS PAYABLE December 31, 2023 2022 In U.S. dollars in thousands Accrued expenses 109 62 Deferred income 7 6 Government institutions 79 4 Credit card 1 - Employees and payroll accruals (including related party payables) 498 268 Other accounts payable 694 340 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | NOTE 6 - RELATED PARTY BALANCES AND TRANSACTIONS A. Short-term loans from related parties During December 2022, Boris Molchadsky advanced a loan to the Company in the amount of NIS 80,000 22,734 5 During 2021, SleepX borrowed from Nexense an aggregate amount of $ 47,623 2.42 During 2020, the minority shareholder of Ta-nooma loaned Ta-nooma NIS 115,725 31,907 B. Convertible loans related party See Note 7. C. Balances with related parties SCHEDULE OF BALANCE WITH RELATED PARTIES December 31, 2023 2022 In U.S. dollars in thousands Liabilities: Employees and payroll accruals (including related party payables) 498 268 Related party payables 129 140 Short term loan Note 6(a) 79 80 Convertible loan Note 6(b) - 36 D. Transactions with related parties SCHEDULE OF TRANSACTION WITH RELATED PARTIES 2023 2022 Year ended December 31, 2023 2022 In U.S. dollars in thousands Expenses: Salaries and related cost 346 314 Shared based compensation 721 1,042 All of the four board members in the Company do not receive cash 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 notes 9 and 10 regarding salaries agreements. E. Purchase of IP and royalties to related party See Note 4 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
CONVERTIBLE LOANS AND WARRANTS
CONVERTIBLE LOANS AND WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Loans And Warrants | |
CONVERTIBLE LOANS AND WARRANTS | NOTE 7 - CONVERTIBLE LOANS AND WARRANTS A. 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 18 8 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. 25,000 36,167 27,000 B. The following table summarizes fair value measurements by level as of December 31, 2023 and, 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 at fair value - - 2,257 2,257 Financial liability - 24 24 December 31, 2023 Level 1 Level 2 Level 3 Total In U.S. dollars in thousands Assets None - - - - Liabilities Convertible Loans at fair value - - 1,203 1,203 Financial liability - 204 204 C. The Convertible Loans at fair values changes consist of the following as of December 31, 2023 and 2022: SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE December 31, 2023 December 31, 2022 Convertible Loans at Fair Value December 31, 2023 December 31, 2022 $000 Opening Balance 2,257 2,492 Additional convertible loans (1) 153 526 Repayment of convertible loan (2) 0 (18 ) Conversion of convertible loan (3) (243 ) - Decrease of Notes purchased (Note 11C) (530 ) - Change in fair value of convertible loans liability through profit or loss (434 ) (743 ) Closing balance 1,203 2,257 (1) During the years ended December 31, 2023, and 2022, the Company received a loan in the principal amount of $ 152,750 526,826 (2) During the years ended December 31, 2023, and 2022, the Company repaid 0 17,500 (3) During the years ended December 31, 2023, and 2022, a total amount of $ 242,538 0 19,695,180 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 7 - 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 December 31, As of December 31, 2023 2022 Expected term (in years) 0.5 0.5 Expected average (Monte Carlo) volatility 213 % 169 % Expected dividend yield - - Risk-free interest rate 5.26 % 4.8 % WACC 27 % 30 % Convertible loans (Hereinafter: CLA) During the years 2017-2021, the Company entered into convertible loan agreement (“CLA “) contracts with several investors as detailed below. Investor 1 - Plutus 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. 5 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 Monte Carlo model and the Company assumptions regarding the expected conversion date. Using this model and assumptions, the fair value was evaluated for $ 756,963 as a current maturities of convertible loans on December 31, 2022. 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 for the CLA, the Company received an amount of $ 250,000 The CLA is convertible at a fair value measurement option at a price per share equal to the expected PPS at IPO event. Following the registration statement becoming effective, the conversion price was changed into $0.01. 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, based on Monte Carlo model, for $ 555,039 as current maturities of convertible loans as of December 31, 2022. As of December 31, 2023, the fair value of both CLA together was evaluated at $1,203,758. Investor 2 - Leonite On November 24, 2021, the Company signed CLA, Warrants and SPA agreements with Investor 2 for an aggregate amount of $ 500,000 110,000 390,000 200,000 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 On November 24, 2021 and May 09, 2022, the investment was evaluated as three 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, 2022, Warrants were evaluated at $ 11,351 11,679 108,126 585,284 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, the independent valuation appraiser used Monte Carlo model and Company assumptions regarding 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, the warrants and the loan were 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 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. On December 7, 2022, AppYea and Investor 2 signed a ‘First Amendment to Senior Secured Convertible Promissory Note’, in which the maturity date of the loan will be amended to be April 30, 2023 30,000 10,000 17,500 2,500 As of December 31, 2022 the Loan component was evaluated at $ 693,410 and presented as current maturities of convertible loans. As of December 31, 2023 the Loan principal and accrued interest amounted to $ 570,167 . Investor 3 - Diagonal On November 23, 2022, the Company signed CLA agreement with Investor 3 for an aggregate amount of $ 675,000 68,000 December 31, 2024 The Convertible Promissory Note will be convertible at a price equal 65% of the lowest trading price during the (10) days prior to the conversion date, with 35% discount. The Convertible Promissory Note was evaluated as a single component. As of December 31, 2022 the Convertible Promissory Note was evaluated at $ 89,318 180,960 Rest of the investors During the year 2021, the Company signed an additional CLA with an investor for the amount of $ 75,000 The CLA is convertible at a price equal to the variable conversion price, which is defined as 65% of the highest daily VWAP in the ten (10) Trading Days prior to the Conversion Date. January 29, 2023 The CLA was evaluated, based on the Monte Carlo model, 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 Company assumptions regarding the expected conversion date. Using Company WACC, the fair value was evaluated for $ 109,908 6,477,000 Warrants and financial liabilities D. 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 Weighted Average Remaining Weighted Number of Warrants Contractual life 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 December 31, 2023: Warrants Outstanding and Exercisable Weighted Average Remaining Weighted Number of Warrants Contractual life Average Exercise Price Valuation as of December 31, 2023 8,334 2.16 0.6 $ 23 32,500 2.61 0.6 $ 116 *) 600,000 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, As of December 31, 2023 2022 Expected term 0.46 2.9 3.35 Expected average volatility 224 % 179 % Expected dividend yield - - Risk-free interest rate 5.3 % 4.09 %- 4.15 % Common Stock Market Value $ 0.015 $ 0.043 Investor 1 agreed to extend the maturity date of his notes 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 0.04 203,718 E. The Convertible Loans at amortized cost changes consist of the following as of December 31, 2023 (See also 11c): SCHEDULE OF CONVERTIBLE LOANS AMORTIZED COST December 31, 2023 000$ Opening balance - Transition from convertible loans measured at fair value to measurement at amortized cost 530 Beneficial conversion feature (66 ) Financial expenses related to transition from fair value measurement to amortized cost 304 Accrued interest through profit or loss 28 Closing balance 796 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENT AND CONTINGENCIES | NOTE 8 - 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, 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 3. Sublicense payments – a. 25 b. 15 c. 10 4. Milestone payment – payment of $ 60,000 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 $ 74,850 B) In addition, the Company’s obligations under the CLA purchased from Leonite as mentioned below in Note 11-C, are secured by a security interest in substantially all of its assets according to a Security Agreement dated as of November 24, 2021 between the investor and the Company. C) On April 2022, SleepX entered into an additional 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 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFITS | NOTE 9 - EMPLOYEE BENEFITS 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 |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
STOCK BASED COMPENSATION | NOTE 10 - STOCK BASED COMPENSATION On July 1, 2021, SleepX commenced the employment of two employees, the Chief Financial Officer and the Chairman who are both considered related parties. Under the agreement with the employees, they are entitled to receive NIS 20,000 5,683 On July 1, 2023, the company granted the company CFO a stock options to purchase 10,237,740 0.0001 92,102 14,500,000 0.0001 217,437 As of December 31, 2023 and 2022 the Chief Financial Officer was entitled to 34,975,480 9,205,450 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 10 - STOCK BASED COMPENSATION (Cont.) On July 1, 2023, Adi Shemer was appointed as Chief Executive Officer (“CEO”) of the Company. Mr. Shemer has been working with the Company since February 2023 as a consultant. In connection with his appointment as CEO, CEO and the Company’s subsidiary SleepX, Ltd. entered into an Employment Agreement (the “Shemer Employment Agreement”) setting forth the terms of his employment and compensation. Under the Shemer Employment Agreement, CEO is entitled to monthly salary of 40,000 10,810 20,000 1 Under the Agreement, CEO 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 CEO or SleepX is entitled to terminate the employment at any time upon 30 days prior notice. Under the Shemer Employment Agreement, Mr. Shemer was awarded options for 11,500,000 0.0001 11,500,000 exercise price which shall vest at the end of a 30-month period as of commencement date 1,000,000 0.0001 As of December 31, 2023, the Chief executive Officer was entitled to 24,000,000 A. The estimated fair values of the options granted were measured as follows: SCHEDULE OF FAIR VALUE OF OPTIONS Grant date July 1, 2021 February 1, 2023 Expected term 2 3 Expected average volatility 187.7 % 187.7 % Expected dividend yield 0 0 Common Stock Value $ 0.76 $ 0.0205 Risk-free interest rate 0.3 % 3.39 % Grant date July 1, 2023 December 31,2023 Expected term 2 1.5 Expected average volatility 172 % 172 % Expected dividend yield 0 0 Common Stock Value $ 0.009 $ 0.015 Risk-free interest rate 3.86 % 3.88 % APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 10 - STOCK BASED COMPENSATION (Cont.) The table below depicts the number of options granted to such employee: SCHEDULE OF NUMBER OF OPTIONS Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Chief Financial Officer 10,237,740 0 $ 0.0001 07.01.2031 Chief Financial Officer 5,118,870 5,118,870 $ 0.0001 07.01.2033 Chief Financial Officer 0 14,500,000 $ 0.0001 12.31.2033 Chief Executive Officer 0 1,000,000 $ 0.0001 2.1.2033 Chief Executive Officer 2,300,000 20,700,000 $ 0.0001 7.1.2033 Total 17,656,609 41,318,870 In addition, each of the employees is entitled to a success bonus of 1.5 10 1.0 20 The salary of the employees shall increase following a successful funding raise in the following manner: (1) NIS 20,000 5,683 500 1 10,000 2,842 1 72,000 20,460 50 50,000 C. On January 1, 2023, the Company engaged with Ron Mekler as a board member. For his services he was granted stock option to purchase 500,000 21,498 The Options vest as follows: (i) 50% 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. The Option are exercisable at a per share exercise price of $ 0.0001 On July 1, 2023, the Company granted Mr. Mekler additional option to purchase up to 500,000 4,498 The Options vest over 12 months, on a monthly basis. The Options are exercisable at a per share exercise price of $ 0.0001 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 10 - STOCK BASED COMPENSATION (Cont.) D. On July 1, 2023, the Company granted Mr. Neil Kline, a Company board member, additional options to purchase up to 500,000 4,498 The Options shall vest over 12 months, on a monthly basis. The Options are exercisable at a per share exercise price of $ 0.0001 E. The table below depicts the number of options granted to consultants and employees: SCHEDULE OF NUMBER OF OPTIONS twelve months ended December 31, 2023 Number of options Weighted average exercise price in USD Options outstanding on January 1, 2023 10,246,284 $ 0.0001 Options granted during the period 52,103,363 $ 0.0009 Options outstanding at the end of period 62,349,647 $ 0.0007 Options exercisable at the end of period 19,059,944 $ 0.0016 For the years ended December 31, 2023 and 2022 the Company recognized expenses, to such options, in the amount of $ 721,000 1,042,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 11 - STOCKHOLDERS’ EQUITY A. Convertible Preferred Stock Each convertible preferred A share is convertible into 1,500 3,000 1,000 As of December 31, 2023, and 2022, 258,745 300,000 500,000 On June 18 2023, the holders of the majority of the Company outstanding convertible Preferred Series A Shares par value $ 0.0001 3,000 B. Common Stock As of December 31, 2023, and 2022, 328,836,657 220,930,798 900,000,000 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. Investment and changes in Notes Investment in the company - 135,000,000 shares of the Company’s common stock par value $ 0.0001 per share (the “Common Stock”) at a per share purchase price of $ 0.01 , and Common Stock purchase warrants, exercisable for a two year period from the date of issuance, to purchase up to an additional 135,000,000 shares of Common Stock at a per share exercise price of $ 0.04 (the “Warrants”). The subscription agreement was closed on July 19, 2023. As of December 31, 2023, the Company received aggregate gross proceeds of $ 723,569 from the Investor, which entitles him 72,356,853 shares and warrants. 28,633,000 43,756,85 Purchase of Notes of the company - 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). 720,000 768,000 8% 304,000 1,203,758 Warrants cancelation - 600,000 Warrants previously issued to Leonite were cancelled. Purchase of preferred shares - On August 16, 2023, the purchasers completed the purchase of 67,068 Series A convertible preferred stocks and the purchase of a related party note. 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. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
General And Administrative Expenses | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 12 - GENERAL AND ADMINISTRATIVE EXPENSES SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2023 2022 Year ended December 31, 2023 2022 In U.S. dollars in thousands Salaries and related costs 757 1,356 Professional services 424 605 Vehicle expenses 11 10 Rent and building maintenance - 1 Others 194 45 General and administrative expenses 1,386 2,017 |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 13 - TAXES ON INCOME A. Taxation under Various Laws The tax rate applicable to SleepX Ltd. and Ta-nooma Ltd. In Israel is 23 US Federal tax rate applicable to AppYea Inc. is 21 B. Net operating losses carryforward As of December 31, 2023 and 2022, the net operating losses (including research and development expenses incurred) for SleepX amount to approximately $ 1,057,000 489,000 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, 2023 and 2022 are as follows: SCHEDULE OF INCOME TAX EXPENSES 2023 2022 December 31, 2023 2022 Current income tax - - Deferred taxed - - Total - - APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 13 - TAXES ON INCOME (CONT.) E. Tax Assessments The Company has 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 TAXES ASSETS 2023 2022 Year Ended December 31, 2023 2022 In U.S. dollars in thousands Deferred tax assets: Net operation loss carryforward 243 178 Net deferred tax asset before valuation allowance 243 178 Valuation allowance (243 ) (178 ) 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. |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 14 - CONTINGENCIES On August 11, 2022, a lawsuit was filed 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. A preliminary hearing was held on February 14, 2024. The presiding judge did not rule on the preliminary pleadings and urged the parties to attempt mediation before the ruling. The parties are considering different mediators (which must be mutually agreed to) and following the selection of a mediator, the parties will schedule a date for the mediation. The Company 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 - SUBSEQUENT EVENTS A. On October 7 th B. On January 1, 2024, the company engaged with a consultant. For his services he was granted stock option to purchase 2,300,000 of the Company’s Common Stock, valued at $ 34,350 . Upon grant, the Options vest on a monthly basis, over a period of 30 months as of the Commencement Date ending June 30, 2026. The options are exercisable at a per share exercise price of $ 0.01 and are otherwise subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between optionee and the Company. C. On January 1, 2024, the company engaged with an additional consultant. For his services, he was granted a stock option to purchase 600,000 of the Company’s Common Stock, valued at $ 8,961 . Upon grant, the Options vest on a monthly basis, over a period of 30 months as of the Commencement Date ending June 30, 2026. The Option are exercisable at a per share exercise price of $ 0.01 and are otherwise subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between optionee and the Company. D. On January 1, 2024, the company engaged with a note holder as a consultant. For his services, he was granted a stock option to purchase 5,000,000 74,675 Upon grant, the Options vest on a monthly basis, over a period of 12 months as of the Commencement Date ending December 31, 2024. The Option are exercisable at a per share exercise price of 0.0001 E. During the first quarter of 2024, the company received, as part of the agreement in Note 11C, an additional investment of $ 456,431 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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 revenues and expenses. Significant estimates include the ability to continue as a 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 7 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 presented at their original amounts. Non-dollar denominated transactions and balances have been re-measured to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. In accordance with ASC 830, monetary balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. 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 3.627 3.519 |
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 and equipment, net | d. Property 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 AT THE ANNUAL RATES % Computers equipment and software 33 |
Intangible Assets, net | e. Intangible Assets, net Identifiable intangible assets are stated at cost, net of accumulated amortization. Patents are amortized using the straight-line method over 7 In addition, the Company capitalizes qualifying costs incurred during the application development stage related to software developed for internal use. These costs are capitalized based on qualifying criteria, as defined in ASC 350-40, “Internal Software Use”. Costs incurred to develop software applications consist of directly attributable costs of preparing the asset for its intended use such as direct labor costs, direct consultants and subcontractors costs, and overhead. Testing of impairment is performed annually over the period of the development project. The company estimates the amortization of those costs over 3 5 Capitalized internal-use software costs are included in intangibles assets, net in the consolidated statement of financial position. As of December 31, 2023, the Company didn’t amortize the internal-use software costs because it didn’t reach the necessary stage. |
Severance pay | f. Severance pay The Company 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, with insurance companies, at a rate of 8.33 |
Inventory | g. Inventory Substantially all inventory consists of raw materials and finished goods and are valued at the lower of historic cost or net realizable value; where net realizable value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. Historic inventory costs are calculated on a first-in, first-out basis or specific cost. |
Derivative Financial Instruments | h. 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. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) |
Fair value of financial instruments | i. Fair value of financial instruments 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 three broad levels of the fair value hierarchy are as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly Level 3 – Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions |
Concentrations of credit risks | j. 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 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. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) |
Convertible Debt | k. 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 | l. 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 |
Research and development costs | m. 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. |
General and administrative expenses | n. General and administrative expenses General and administrative expenses consist of all corporate overhead costs incurred by the Company. |
Stock-Based Compensation | o. Stock-Based Compensation We account for stock-based compensation in accordance with ASC 718, Stock Compensation |
Income taxes | p. 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 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. 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. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) |
Basic and Diluted Net Income (Loss) per Share | q. 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 years ending December 31, 2023 and 2022, there were 260,972,365 49,824,701 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. Effective January 1, 2023, the Company adopted 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 replaced 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 current 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. The Company determined the adoption of this new accounting guidance and the effect on its consolidated financial statements throughout the period until implementation, and have no impact on the consolidated financial statement |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS AT THE ANNUAL RATES | 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 AT THE ANNUAL RATES % Computers equipment and software 33 |
OTHER ACCOUNTS RECEIVABLE (Tabl
OTHER ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
SCHEDULE OF OTHER ACCOUNTS RECEIVABLE | SCHEDULE OF OTHER ACCOUNTS RECEIVABLE 2023 2022 December 31, 2023 2022 In U.S. dollars in thousands Governmental authorities 30 12 Other receivables 12 7 Total other accounts receivable 42 19 |
INTANGIBLE ASSET, NET (Tables)
INTANGIBLE ASSET, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE Of INTANGIBLE ASSET | SCHEDULE Of INTANGIBLE ASSET Cost $ 163,000 Accumulated amortization $ (62,014 ) Total intangible assets $ 100,986 |
OTHER ACCOUNTS PAYABLE (Tables)
OTHER ACCOUNTS PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF OTHER ACCOUNTS PAYABLE | SCHEDULE OF OTHER ACCOUNTS PAYABLE December 31, 2023 2022 In U.S. dollars in thousands Accrued expenses 109 62 Deferred income 7 6 Government institutions 79 4 Credit card 1 - Employees and payroll accruals (including related party payables) 498 268 Other accounts payable 694 340 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF BALANCE WITH RELATED PARTIES | SCHEDULE OF BALANCE WITH RELATED PARTIES December 31, 2023 2022 In U.S. dollars in thousands Liabilities: Employees and payroll accruals (including related party payables) 498 268 Related party payables 129 140 Short term loan Note 6(a) 79 80 Convertible loan Note 6(b) - 36 |
SCHEDULE OF TRANSACTION WITH RELATED PARTIES | SCHEDULE OF TRANSACTION WITH RELATED PARTIES 2023 2022 Year ended December 31, 2023 2022 In U.S. dollars in thousands Expenses: Salaries and related cost 346 314 Shared based compensation 721 1,042 |
CONVERTIBLE LOANS AND WARRANTS
CONVERTIBLE LOANS AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | |
SCHEDULE OF FAIR VALUE 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 at fair value - - 2,257 2,257 Financial liability - 24 24 December 31, 2023 Level 1 Level 2 Level 3 Total In U.S. dollars in thousands Assets None - - - - Liabilities Convertible Loans at fair value - - 1,203 1,203 Financial liability - 204 204 |
SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE | SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE December 31, 2023 December 31, 2022 Convertible Loans at Fair Value December 31, 2023 December 31, 2022 $000 Opening Balance 2,257 2,492 Additional convertible loans (1) 153 526 Repayment of convertible loan (2) 0 (18 ) Conversion of convertible loan (3) (243 ) - Decrease of Notes purchased (Note 11C) (530 ) - Change in fair value of convertible loans liability through profit or loss (434 ) (743 ) Closing balance 1,203 2,257 (1) During the years ended December 31, 2023, and 2022, the Company received a loan in the principal amount of $ 152,750 526,826 (2) During the years ended December 31, 2023, and 2022, the Company repaid 0 17,500 (3) During the years ended December 31, 2023, and 2022, a total amount of $ 242,538 0 19,695,180 |
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 December 31, As of December 31, 2023 2022 Expected term 0.46 2.9 3.35 Expected average volatility 224 % 179 % Expected dividend yield - - Risk-free interest rate 5.3 % 4.09 %- 4.15 % Common Stock Market Value $ 0.015 $ 0.043 |
SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS | SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding and Exercisable Weighted Average Remaining Weighted Number of Warrants Contractual life 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 December 31, 2023: Warrants Outstanding and Exercisable Weighted Average Remaining Weighted Number of Warrants Contractual life Average Exercise Price Valuation as of December 31, 2023 8,334 2.16 0.6 $ 23 32,500 2.61 0.6 $ 116 *) 600,000 |
SCHEDULE OF CONVERTIBLE LOANS AMORTIZED COST | E. The Convertible Loans at amortized cost changes consist of the following as of December 31, 2023 (See also 11c): SCHEDULE OF CONVERTIBLE LOANS AMORTIZED COST December 31, 2023 000$ Opening balance - Transition from convertible loans measured at fair value to measurement at amortized cost 530 Beneficial conversion feature (66 ) Financial expenses related to transition from fair value measurement to amortized cost 304 Accrued interest through profit or loss 28 Closing balance 796 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
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 December 31, As of December 31, 2023 2022 Expected term (in years) 0.5 0.5 Expected average (Monte Carlo) volatility 213 % 169 % Expected dividend yield - - Risk-free interest rate 5.26 % 4.8 % WACC 27 % 30 % |
COMMITMENT AND CONTINGENCIES (T
COMMITMENT AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
SCHEDULE OF FAIR VALUE OF OPTIONS | SCHEDULE OF FAIR VALUE OF OPTIONS Grant date July 1, 2021 February 1, 2023 Expected term 2 3 Expected average volatility 187.7 % 187.7 % Expected dividend yield 0 0 Common Stock Value $ 0.76 $ 0.0205 Risk-free interest rate 0.3 % 3.39 % Grant date July 1, 2023 December 31,2023 Expected term 2 1.5 Expected average volatility 172 % 172 % Expected dividend yield 0 0 Common Stock Value $ 0.009 $ 0.015 Risk-free interest rate 3.86 % 3.88 % |
Employee [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
SCHEDULE OF NUMBER OF OPTIONS | The table below depicts the number of options granted to such employee: SCHEDULE OF NUMBER OF OPTIONS Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Chief Financial Officer 10,237,740 0 $ 0.0001 07.01.2031 Chief Financial Officer 5,118,870 5,118,870 $ 0.0001 07.01.2033 Chief Financial Officer 0 14,500,000 $ 0.0001 12.31.2033 Chief Executive Officer 0 1,000,000 $ 0.0001 2.1.2033 Chief Executive Officer 2,300,000 20,700,000 $ 0.0001 7.1.2033 Total 17,656,609 41,318,870 |
Consultants and Employees [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
SCHEDULE OF NUMBER OF OPTIONS | SCHEDULE OF NUMBER OF OPTIONS twelve months ended December 31, 2023 Number of options Weighted average exercise price in USD Options outstanding on January 1, 2023 10,246,284 $ 0.0001 Options granted during the period 52,103,363 $ 0.0009 Options outstanding at the end of period 62,349,647 $ 0.0007 Options exercisable at the end of period 19,059,944 $ 0.0016 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
General And Administrative Expenses | |
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES | SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2023 2022 Year ended December 31, 2023 2022 In U.S. dollars in thousands Salaries and related costs 757 1,356 Professional services 424 605 Vehicle expenses 11 10 Rent and building maintenance - 1 Others 194 45 General and administrative expenses 1,386 2,017 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX EXPENSES | SCHEDULE OF INCOME TAX EXPENSES 2023 2022 December 31, 2023 2022 Current income tax - - Deferred taxed - - Total - - |
SCHEDULE OF DEFERRED TAXES ASSETS | SCHEDULE OF DEFERRED TAXES ASSETS 2023 2022 Year Ended December 31, 2023 2022 In U.S. dollars in thousands Deferred tax assets: Net operation loss carryforward 243 178 Net deferred tax asset before valuation allowance 243 178 Valuation allowance (243 ) (178 ) Net deferred tax asset - - |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Retained earnings accumulated deficit | $ 6,326 | $ 4,509 |
Equity including portion attributable to noncontrolling interest | $ 2,539 | $ 2,549 |
Sleep X Ltd [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Voting interest rate | 66.70% |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS AT THE ANNUAL RATES (Details) | Dec. 31, 2023 |
Computers Equipment and Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, salvage value, percentage | 33% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2023 shares | Dec. 31, 2022 shares | |
Property, Plant and Equipment [Line Items] | ||
Foreign currency exchange rate | 3.627 | 3.519 |
Severance rate of employees monthly salary | 8.33% | |
Convertible preferred stock outstanding and conversion to convertible promissory notes payable | 260,972,365 | 49,824,701 |
Patents [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Intangible asset, useful life | 7 years | |
Software and Software Development Costs [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Intangible asset, useful life | 3 years | |
Software and Software Development Costs [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Intangible asset, useful life | 5 years |
SCHEDULE OF OTHER ACCOUNTS RECE
SCHEDULE OF OTHER ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Governmental authorities | $ 30 | $ 12 |
Other receivables | 12 | 7 |
Total other accounts receivable | $ 42 | $ 19 |
SCHEDULE Of INTANGIBLE ASSET (D
SCHEDULE Of INTANGIBLE ASSET (Details) | Dec. 31, 2023 USD ($) |
Property, Plant and Equipment [Abstract] | |
Cost | $ 163,000 |
Accumulated amortization | (62,014) |
Total intangible assets | $ 100,986 |
INTANGIBLE ASSET, NET (Details
INTANGIBLE ASSET, NET (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | May 12, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Amortization expense | $ 23,285 | $ 23,285 | |
Capitalized computer software amortization | $ 90,470 | ||
License Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Percentage of gross profit arising form sale of product | 3% | ||
Gross profit arising from sale of products up to an aggregate amount | $ 2,000,000 | ||
License Agreement [Member] | Sleep X [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Percentage of shares issued to related party | 40% |
SCHEDULE OF OTHER ACCOUNTS PAYA
SCHEDULE OF OTHER ACCOUNTS PAYABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 109 | $ 62 |
Deferred income | 7 | 6 |
Government institutions | 79 | 4 |
Credit card | 1 | |
Employees and payroll accruals (including related party payables) | 498 | 268 |
Other accounts payable | $ 694 | $ 340 |
SCHEDULE OF BALANCE WITH RELATE
SCHEDULE OF BALANCE WITH RELATED PARTIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Employees and payroll accruals (including related party payables) | $ 498 | $ 268 |
Related party payables | 129 | 140 |
Short term loan Note 6(a) | 79 | 80 |
Convertible loan Note 6(b) | $ 36 |
SCHEDULE OF TRANSACTION WITH RE
SCHEDULE OF TRANSACTION WITH RELATED PARTIES (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 ILS (₪) | Dec. 31, 2022 USD ($) | |
Related Party Transactions [Abstract] | |||
Salaries and related cost | $ 346,000 | ₪ 50,000 | $ 314,000 |
Shared based compensation | $ 721,000 | $ 1,042,000 |
RELATED PARTY BALANCES AND TR_3
RELATED PARTY BALANCES AND TRANSACTIONS (Details Narrative) | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 ILS (₪) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 ILS (₪) | |
Noncontrolling Interest [Member] | Tanooma Ltd [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties current and noncurrent | $ 31,907 | ₪ 115,725 | |||
Nexense Technologies LTD [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party transaction rate | 2.42% | ||||
Boris Molchadsky [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | $ 22,734 | ₪ 80,000 | |||
Related-party transaction rate | 5% | ||||
Nexense Technologies LTD [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | $ 47,623 |
SCHEDULE OF FAIR VALUE RECURRIN
SCHEDULE OF FAIR VALUE RECURRING BASIS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Financial liability | $ 204 | $ 24 |
Fair Value, Recurring [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets | ||
Convertible Loans at fair value | 1,203 | 2,257 |
Financial liability | 204 | 24 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets | ||
Convertible Loans at fair value | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets | ||
Convertible Loans at fair value | ||
Financial liability | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets | ||
Convertible Loans at fair value | 1,203 | 2,257 |
Financial liability | $ 204 | $ 24 |
SCHEDULE OF CONVERTIBLE LOANS A
SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 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] | 0 | (17,500) |
Conversion of convertible loan | [3] | (243,000) | |
Decrease of Notes purchased (Note 11C) | (530,000) | ||
Change in fair value of convertible loans liability through profit or loss | (434,000) | (743,000) | |
Closing balance | $ 1,203,000 | $ 2,257,000 | |
[1]During the years ended December 31, 2023, and 2022, the Company received a loan in the principal amount of $ 152,750 526,826 0 17,500 242,538 0 19,695,180 |
SCHEDULE OF CONVERTIBLE LOANS_2
SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Convertible Loans And Warrants | |||
Principal amount | $ 152,750 | $ 526,826 | |
Repaid amount | [1] | 0 | 17,500 |
Converted amount | $ 242,538 | $ 0 | |
Number of shares converted | 19,695,180 | ||
[1] During the years ended December 31, 2023, and 2022, the Company repaid 0 17,500 |
SCHEDULE OF FAIR VALUES OF WARR
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED (Details) | 12 Months Ended | |||||
Dec. 31, 2023 | Jul. 01, 2023 | Feb. 01, 2023 | Jul. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 1 year 6 months | 2 years | 3 years | 2 years | ||
Expected average (Monte Carlo) volatility | 172% | 172% | 187.70% | 187.70% | ||
Expected dividend yield | 0% | 0% | 0% | 0% | ||
Risk-free interest rate | 3.88% | 3.86% | 3.39% | 0.30% | ||
Expected term | 5 months 15 days | 5 months 15 days | ||||
Measurement Input, Price Volatility [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Common Stock Market Value | 224 | 224 | 179 | |||
Measurement Input, Expected Dividend Rate [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Common Stock Market Value | ||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Common Stock Market Value | 5.3 | 5.3 | ||||
Measurement Input Common Market Value [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Common Stock Market Value | 0.015 | 0.015 | 0.043 | |||
Minimum [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Expected term | 2 years 10 months 24 days | |||||
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Common Stock Market Value | 4.09 | |||||
Maximum [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Expected term | 3 years 4 months 6 days | |||||
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Common Stock Market Value | 4.15 | |||||
Old CLA [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 6 months | 6 months | ||||
Expected average (Monte Carlo) volatility | 213% | 169% | ||||
Expected dividend yield | ||||||
Risk-free interest rate | 5.26% | 4.80% | ||||
WACC | 27% | 27% | 30% |
SUMMARIZES RELATING TO OUTSTAND
SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants and Rights Outstanding, Term | 5 months 15 days | ||
Warrant One [Member] | |||
Warrants Outstanding and Exercisable, Number of Warrants | 8,334 | 300,000 | [1] |
Warrants and Rights Outstanding, Term | 2 years 1 month 28 days | 2 years 10 months 24 days | |
Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ 0.6 | $ 0.043 | |
Warrants Outstanding and Exercisable, value | $ 23 | $ 11,351 | |
Warrant Two [Member] | |||
Warrants Outstanding and Exercisable, Number of Warrants | 32,500 | 300,000 | [1] |
Warrants and Rights Outstanding, Term | 2 years 7 months 9 days | 3 years 4 months 6 days | |
Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ 0.6 | $ 0.043 | |
Warrants Outstanding and Exercisable, value | $ 116 | $ 11,679 | |
Warrant Three [Member] | |||
Warrants Outstanding and Exercisable, Number of Warrants | 8,334 | ||
Warrants and Rights Outstanding, Term | 2 years 10 months 24 days | ||
Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ 0.6 | ||
Warrants Outstanding and Exercisable, value | $ 230 | ||
Warrant Four [Member] | |||
Warrants Outstanding and Exercisable, Number of Warrants | 32,500 | ||
Warrants and Rights Outstanding, Term | 3 years 4 months 6 days | ||
Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ 0.6 | ||
Warrants Outstanding and Exercisable, value | $ 992 | ||
[1] 600,000 |
SUMMARIZES RELATING TO OUTSTA_2
SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 shares | |
Convertible Loans And Warrants | |
Number of options cancelled | 600,000 |
SCHEDULE OF CONVERTIBLE LOANS_3
SCHEDULE OF CONVERTIBLE LOANS AMORTIZED COST (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Convertible Loans And Warrants | |
Opening balance | |
Transition from convertible loans measured at fair value to measurement at amortized cost | 530 |
Beneficial conversion feature | (66) |
Financial expenses related to transition from fair value measurement to amortized cost | 304 |
Accrued interest through profit or loss | 28 |
Closing balance | $ 796 |
CONVERTIBLE LOANS AND WARRANT_2
CONVERTIBLE LOANS AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | 23 Months Ended | |||||||||
Dec. 07, 2022 | May 09, 2022 | Nov. 24, 2021 | Aug. 22, 2021 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2021 | Aug. 16, 2023 | Jul. 01, 2023 | Nov. 23, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 242,538 | $ 0 | ||||||||||
Face amount | 152,750 | 526,826 | ||||||||||
Proceeds from convertible debt | $ 141,000 | $ 458,000 | ||||||||||
Common shares issued | 328,836,657 | 220,930,798 | ||||||||||
Warrants evaluated | $ (262,000) | $ (910,000) | ||||||||||
Convertible debt | $ 1,203,000 | 2,257,000 | $ 2,492,000 | |||||||||
Converted shares | 19,695,180 | |||||||||||
Share price | $ 0.0001 | |||||||||||
Investor 2 [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Debt instrument convertible description | 8% | |||||||||||
Share price | $ 0.04 | |||||||||||
Commitment amount | $ 203,718 | |||||||||||
Investor 2 [Member] | Minimum [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Share price | $ 0.04 | |||||||||||
New CLA Holder [Member] | Investor 1 [Member] | Convertible Notes Payable [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Convertible Debt, Current | 555,039 | |||||||||||
Old CLA [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Derivative maturity date | Jan. 29, 2023 | |||||||||||
Convertible Notes Payable [Member] | Existing CLA Holder [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Debt instrument convertible description | 5% | |||||||||||
Debt instrument convertible description | (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. | |||||||||||
Debt Conversion, Converted Instrument, Amount | 756,963 | |||||||||||
Convertible Notes Payable [Member] | New CLA Holder [Member] | Investor 1 [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Debt instrument convertible description | The CLA is convertible at a fair value measurement option at a price per share equal to the expected PPS at IPO event. Following the registration statement becoming effective, the conversion price was changed into $0.01. | |||||||||||
Face amount | $ 250,000 | |||||||||||
Convertible Notes Payable [Member] | New CLA Holder [Member] | Investor [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Short term debt | 109,908 | |||||||||||
Converted shares | 6,477,000 | |||||||||||
Convertible Notes Payable [Member] | CLA Warrants and SPA Agreements [Member] | Investor 2 [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Face amount | $ 500,000 | |||||||||||
Proceeds from convertible debt | $ 390,000 | $ 110,000 | ||||||||||
Common shares issued | 200,000 | |||||||||||
Conversion price | $ 0.5 | |||||||||||
Warrants evaluated | $ 11,679 | $ 11,351 | ||||||||||
Convertible debt | $ 585,284 | $ 108,126 | ||||||||||
Convertible Notes Payable [Member] | Leonite [Member] | Investor 2 [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Convertible debt | $ 30,000 | |||||||||||
Maturity date | Apr. 30, 2023 | |||||||||||
Extension fee | $ 10,000 | |||||||||||
Partial payment | 17,500 | |||||||||||
Legal fees | $ 2,500 | |||||||||||
Convertible Notes Payable, Current | 693,410 | |||||||||||
Loan principal and accrued interest | $ 570,167 | |||||||||||
Convertible Notes Payable [Member] | CLA Warrants Agreements [Member] | Investor 3 [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Face amount | $ 675,000 | |||||||||||
Convertible debt | $ 68,000 | |||||||||||
Maturity date | Dec. 31, 2024 | |||||||||||
Loan principal and accrued interest | $ 180,960 | |||||||||||
Promissory note convertible | The Convertible Promissory Note will be convertible at a price equal 65% of the lowest trading price during the (10) days prior to the conversion date, with 35% discount. The Convertible Promissory Note was evaluated as a single component. | |||||||||||
Short term debt | $ 89,318 | |||||||||||
Convertible Notes Payable [Member] | CLA [Member] | Investor [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Debt instrument convertible description | The CLA is convertible at a price equal to the variable conversion price, which is defined as 65% of the highest daily VWAP in the ten (10) Trading Days prior to the Conversion Date. | |||||||||||
Face amount | $ 75,000 | |||||||||||
Evergreen Venture Capital LLC [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Proceeds from related party debt | $ 265,000 | |||||||||||
Debt Instrument, Term | 18 months | |||||||||||
Debt instrument convertible description | 8% | |||||||||||
Debt conversion converted instrument types | 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 | 25,000 | $ 27,000 | ||||||||||
Convertible Debt, Noncurrent | $ 36,167 |
SCHEDULE OF LICENSE ANNUAL PAYM
SCHEDULE OF LICENSE ANNUAL PAYMENTS (Details) - License [Member] $ in Thousands | Dec. 31, 2023 USD ($) |
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 ($) | 1 Months Ended | 12 Months Ended | |
Mar. 15, 2020 | Apr. 30, 2022 | Dec. 31, 2023 | |
Product Liability Contingency [Line Items] | |||
Costs and expenses | $ 74,850 | ||
License [Member] | |||
Product Liability Contingency [Line Items] | |||
Royalties percentage | 3% | ||
Guarantor percentage | 15% | ||
Milestone payment | $ 60,000 | ||
License [Member] | Maximum [Member] | |||
Product Liability Contingency [Line Items] | |||
Guarantor percentage | 25% | ||
License [Member] | Minimum [Member] | |||
Product Liability Contingency [Line Items] | |||
Guarantor percentage | 10% | ||
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, | the right to grant sub-licenses and with a term of 15 years |
EMPLOYEE BENEFITS (Details Narr
EMPLOYEE BENEFITS (Details Narrative) | Dec. 31, 2023 |
Retirement Benefits [Abstract] | |
Employee benefit plan, percentage | 8.33% |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTIONS (Details) - $ / shares | Dec. 31, 2023 | Jul. 01, 2023 | Feb. 01, 2023 | Jul. 01, 2021 |
Retirement Benefits [Abstract] | ||||
Expected term | 1 year 6 months | 2 years | 3 years | 2 years |
Expected average volatility | 172% | 172% | 187.70% | 187.70% |
Expected dividend yield | 0% | 0% | 0% | 0% |
Common Stock Market Value | $ 0.015 | $ 0.009 | $ 0.0205 | $ 0.76 |
Risk-free interest rate | 3.88% | 3.86% | 3.39% | 0.30% |
SCHEDULE OF NUMBER OF OPTIONS (
SCHEDULE OF NUMBER OF OPTIONS (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Number of Securities Underlying Unexercised Options, Exercisable | 17,656,609 |
Number of Securities Underlying Unexercised Options, Unexercisable | 41,318,870 |
Chief Financial Officer One[Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Number of Securities Underlying Unexercised Options, Exercisable | 10,237,740 |
Number of Securities Underlying Unexercised Options, Unexercisable | 0 |
Option Exercise Price | $ / shares | $ 0.0001 |
Option Expiration Date | Jul. 01, 2031 |
Chief Financial Officer Two [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Number of Securities Underlying Unexercised Options, Exercisable | 5,118,870 |
Number of Securities Underlying Unexercised Options, Unexercisable | 5,118,870 |
Option Exercise Price | $ / shares | $ 0.0001 |
Option Expiration Date | Jul. 01, 2033 |
Chief Financial Officer Three [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Number of Securities Underlying Unexercised Options, Exercisable | 0 |
Number of Securities Underlying Unexercised Options, Unexercisable | 14,500,000 |
Option Exercise Price | $ / shares | $ 0.0001 |
Option Expiration Date | Dec. 31, 2033 |
Chief Financial Officer Four [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Number of Securities Underlying Unexercised Options, Exercisable | 0 |
Number of Securities Underlying Unexercised Options, Unexercisable | 1,000,000 |
Option Exercise Price | $ / shares | $ 0.0001 |
Option Expiration Date | Feb. 01, 2033 |
Chief Financial Officer Five [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Number of Securities Underlying Unexercised Options, Exercisable | 2,300,000 |
Number of Securities Underlying Unexercised Options, Unexercisable | 20,700,000 |
Option Exercise Price | $ / shares | $ 0.0001 |
Option Expiration Date | Jul. 01, 2033 |
Consultants and Employees [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Number of options, Outstanding balance | 10,246,284 |
Weighted average exercise price, Outstanding balance | $ / shares | $ 0.0001 |
Number of options, Granted | 52,103,363 |
Weighted average exercise price, Granted | $ / shares | $ 0.0009 |
Number of options, Outstanding balance | 62,349,647 |
Weighted average exercise price, Outstanding balance | $ / shares | $ 0.0007 |
Number of options, Exercisable balance | 19,059,944 |
Weighted average exercise price, Exercisable balance | $ / shares | $ 0.0016 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details Narrative) | 12 Months Ended | ||||||||||
Dec. 31, 2023 USD ($) $ / shares shares | Jul. 01, 2023 USD ($) $ / shares shares | Jul. 01, 2023 ILS (₪) shares | Jan. 01, 2023 USD ($) $ / shares shares | Jul. 01, 2021 USD ($) | Jul. 01, 2021 ILS (₪) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 ILS (₪) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 ILS (₪) shares | Jul. 01, 2023 ILS (₪) | |
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Chief officer options | $ 5,683 | ₪ 20,000 | $ 5,683 | ₪ 20,000 | |||||||
Stock option granted | shares | 10,237,740 | 10,237,740 | |||||||||
Share price | $ / shares | $ 0.0001 | ||||||||||
Stock option granted, value | $ 92,102 | ||||||||||
Additional common shares | shares | 28,633,000 | 28,633,000 | |||||||||
Chief officer options shares | shares | 34,975,480 | 34,975,480 | 9,205,450 | 34,975,480 | |||||||
Stock issued during period shares issued for services | $ 757,000 | $ 1,356,000 | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Option vesting description | The Options vest as follows: (i) 50% 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. The Option are exercisable at a per share exercise price of $0.0001 and are otherwise be subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between Mr. Mekler and the Company. | ||||||||||
Stock options exercised | shares | 17,656,609 | 17,656,609 | |||||||||
Success bonus | 1.50% | 1.50% | |||||||||
Bonus | $ 10,000,000 | $ 10,000,000 | |||||||||
Revenues percentages | 1% | 1% | 1% | ||||||||
Accumulated revenues | $ 20,000,000 | $ 20,000,000 | |||||||||
Accumulated revenue cost | 1,000,000 | 1,000,000 | |||||||||
Additional revenues | 2,842 | 2,842 | ₪ 10,000 | ||||||||
Fees for management | 20,460 | $ 20,460 | ₪ 72,000 | ||||||||
Management fees percentage | 50% | 50% | |||||||||
Gross salary raised | $ 346,000 | ₪ 50,000 | $ 314,000 | ||||||||
Fair value of option awards granted | 721,000 | $ 1,042,000 | |||||||||
Minimum [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Accumulated revenue cost | 500,000 | 500,000 | |||||||||
Maximum [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Accumulated revenue cost | $ 1,000,000 | $ 1,000,000 | |||||||||
Chief Financial Officer [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Share price | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Additional common shares | shares | 14,500,000 | ||||||||||
Options exercisable intrinsic value | $ 217,437 | $ 217,437 | |||||||||
Chief Executive Officer [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Stock option granted | shares | 11,500,000 | 11,500,000 | |||||||||
Chief officer options shares | shares | 24,000,000 | 24,000,000 | 24,000,000 | ||||||||
Stock issued during period shares issued for services | $ 10,810 | ₪ 40,000 | |||||||||
Deferred salary | ₪ | ₪ 20,000 | ||||||||||
Proceeds from issuance of private placement | $ 1,000,000 | ||||||||||
Employee compensation description | Under the Agreement, CEO 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 CEO or SleepX is entitled to terminate the employment at any time upon 30 days prior notice. | Under the Agreement, CEO 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 CEO or SleepX is entitled to terminate the employment at any time upon 30 days prior notice. | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||
Option vesting description | exercise price which shall vest at the end of a 30-month period as of commencement date | exercise price which shall vest at the end of a 30-month period as of commencement date | |||||||||
Stock options exercised | shares | 1,000,000 | 1,000,000 | |||||||||
Ron Mekler [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Stock option granted | shares | 500,000 | ||||||||||
Share price | $ / shares | $ 0.0001 | ||||||||||
Stock option granted, value | $ 21,498 | ||||||||||
MrMekler [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Stock option granted | shares | 500,000 | 500,000 | |||||||||
Share price | $ / shares | $ 0.0001 | ||||||||||
Stock option granted, value | $ 4,498 | ||||||||||
Option vesting description | The Options vest over 12 months, on a monthly basis. The Options are exercisable at a per share exercise price of $0.0001 and are otherwise subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between her and the Company. | The Options vest over 12 months, on a monthly basis. The Options are exercisable at a per share exercise price of $0.0001 and are otherwise subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between her and the Company. | |||||||||
NeilKline [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Stock option granted | shares | 500,000 | 500,000 | |||||||||
Share price | $ / shares | $ 0.0001 | ||||||||||
Stock option granted, value | $ 4,498 | ||||||||||
Option vesting description | The Options shall vest over 12 months, on a monthly basis. The Options are exercisable at a per share exercise price of $0.0001 and are otherwise subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between him and the Company. | The Options shall vest over 12 months, on a monthly basis. The Options are exercisable at a per share exercise price of $0.0001 and are otherwise subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between him and the Company. |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 16, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Jul. 01, 2023 | Jun. 18, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||
Common stock authorized | 900,000,000 | 900,000,000 | ||||
Common shares | $ 0.0001 | $ 0.0001 | ||||
Common stock issued | 328,836,657 | 220,930,798 | ||||
Common stock outstanding | 328,836,657 | 220,930,798 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Share Price | $ 0.0001 | |||||
Sale of Stock, Consideration Received on Transaction | $ 723,569 | |||||
Sale of Stock, Number of Shares Issued in Transaction | 72,356,853 | |||||
Number of shres issued | 28,633,000 | |||||
Stock issued during period shares equal to residual value | 43,756.85 | |||||
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. | |||||
Principal amount | $ 152,750 | $ 526,826 | ||||
[custom:WarrantsCancelled] | 600,000 | |||||
Investor 2 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Principal amount | $ 768,000 | |||||
Common Stock Purchase Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share Price | $ 0.01 | |||||
Warrant [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share Price | $ 0.04 | |||||
Investor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, Other | 135,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||
Investor 2 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share Price | $ 0.04 | |||||
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). | |||||
Proceeds from Other Debt | $ 720,000 | |||||
Annual interest rate, stated percentage | 8% | |||||
Financial expense | $ 304,000 | |||||
Fair value of note | $ 1,203,758 | |||||
Convertible Preferred A Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Convertible shares | 1,500 | |||||
Common stock authorized | 3,000 | 1,000 | 3,000 | |||
Common shares | $ 0.0001 | |||||
Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock shares issued | 258,745 | 300,000 | ||||
Preferred stock outstanding | 258,745 | 300,000 | ||||
Preferred stock authorized | 500,000 | 500,000 | ||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Conversion of Stock, Shares Issued | 67,068 |
SCHEDULE OF GENERAL AND ADMINIS
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
General And Administrative Expenses | ||
Salaries and related costs | $ 757 | $ 1,356 |
Professional services | 424 | 605 |
Vehicle expenses | 11 | 10 |
Rent and building maintenance | 1 | |
Others | 194 | 45 |
General and administrative expenses | $ 1,386 | $ 2,017 |
SCHEDULE OF INCOME TAX EXPENSES
SCHEDULE OF INCOME TAX EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current income tax | ||
Deferred taxed | ||
Total |
SCHEDULE OF DEFERRED TAXES ASSE
SCHEDULE OF DEFERRED TAXES ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operation loss carryforward | $ 243 | $ 178 |
Net deferred tax asset before valuation allowance | 243 | 178 |
Valuation allowance | (243) | (178) |
Net deferred tax asset |
TAXES ON INCOME (Details Narrat
TAXES ON INCOME (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal tax rate | 21% | |
Deferred operating loss carryforwards reverse merger | ||
Sleep X [Member] | ||
Net operating losses | $ 1,057,000 | $ 489,000 |
Sleep X Ltd And Tanooma Ltd [Member] | ||
Federal tax rate | 23% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jan. 01, 2024 | Jul. 01, 2023 | Jan. 01, 2023 | Mar. 31, 2024 |
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 10,237,740 | |||
Stock Issued During Period, Value, Employee Stock Ownership Plan | $ 92,102 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights | The Options vest as follows: (i) 50% 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. The Option are exercisable at a per share exercise price of $0.0001 and are otherwise be subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between Mr. Mekler and the Company. | |||
Share Price | $ 0.0001 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Investments, Fair Value Disclosure | $ 456,431 | |||
Subsequent Event [Member] | Doboroslav Melamed [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 2,300,000 | |||
Stock Issued During Period, Value, Employee Stock Ownership Plan | $ 34,350 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights | Upon grant, the Options vest on a monthly basis, over a period of 30 months as of the Commencement Date ending June 30, 2026. The options are exercisable at a per share exercise price of $ | |||
Share Price | $ 0.01 | |||
Subsequent Event [Member] | Prof Asher Tal [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 600,000 | |||
Stock Issued During Period, Value, Employee Stock Ownership Plan | $ 8,961 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights | Upon grant, the Options vest on a monthly basis, over a period of 30 months as of the Commencement Date ending June 30, 2026. The Option are exercisable at a per share exercise price of $ | |||
Share Price | $ 0.01 | |||
Subsequent Event [Member] | Consultant [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 5,000,000 | |||
Stock Issued During Period, Value, Employee Stock Ownership Plan | $ 74,675 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights | Upon grant, the Options vest on a monthly basis, over a period of 12 months as of the Commencement Date ending December 31, 2024. The Option are exercisable at a per share exercise price of | |||
Share Price | $ 0.0001 |