Cover
Cover | 6 Months Ended |
Jun. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT No. 1 |
Entity Registrant Name | Odysight.ai Inc. |
Entity Central Index Key | 0001577445 |
Entity Tax Identification Number | 47-4257143 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | Suite 7A |
Entity Address, Address Line Two | Industrial Park |
Entity Address, Address Line Three | P.O. Box 3030 |
Entity Address, City or Town | Omer, Israel |
Entity Address, Postal Zip Code | 8496500 |
City Area Code | +972 |
Local Phone Number | 73 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 112 North Curry St. |
Entity Address, City or Town | Carson City, Nevada |
Entity Address, Postal Zip Code | 89703 |
City Area Code | (775) |
Local Phone Number | 882-1013 |
Contact Personnel Name | State Agent and Transfer Syndicate, Inc. |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 3,319 | $ 10,099 | $ 8,581 |
Short terms deposits | 18,736 | 3,047 | 11,013 |
Accounts receivable | 158 | 60 | 8 |
Inventory | 724 | 630 | 167 |
Other current assets | 668 | 281 | 443 |
Total current assets | 23,605 | 14,117 | 20,212 |
NON-CURRENT ASSETS: | |||
Contract fulfillment assets | 1,376 | 1,495 | 1,675 |
Property and equipment, net | 513 | 648 | 781 |
Operating lease right-of-use assets | 653 | 307 | 482 |
Severance pay asset | 262 | 328 | 396 |
Total non-current assets | 2,804 | 2,778 | 3,334 |
TOTAL ASSETS | 26,409 | 16,895 | 23,546 |
CURRENT LIABILITIES: | |||
Accounts payable | 774 | 297 | 103 |
Contract liabilities - short term | 954 | 1,426 | 346 |
Operating lease liabilities - short term | 232 | 199 | 256 |
Accrued compensation expenses | 454 | 365 | 355 |
Other accrued expenses | 522 | 214 | 210 |
Total current liabilities | 2,983 | 2,559 | 1,309 |
NON-CURRENT LIABILITIES: | |||
Contract liabilities - long term | 2,007 | 2,218 | 2,074 |
Operating lease liabilities - long term | 339 | 64 | 203 |
Liability for severance pay | 256 | 268 | 344 |
Other liabilities - long term | 28 | ||
Total non-current liabilities | 2,630 | 2,550 | 2,621 |
TOTAL LIABILITIES | 5,613 | 5,109 | 3,930 |
SHAREHOLDERS’ EQUITY: | |||
Common stock, $0.001 par value; 300,000,000 shares authorized as of December 31, 2022 and December 31, 2021, 7,121,737 shares issued and outstanding as of December 31, 2022 and December 31, 2021 | 10 | 7 | 7 |
Additional paid-in capital | 51,110 | 36,541 | 34,903 |
Accumulated deficit | (30,324) | (24,762) | (15,294) |
TOTAL SHAREHOLDERS’ EQUITY | 20,796 | 11,786 | 19,616 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 26,409 | 16,895 | 23,546 |
Related Party [Member] | |||
CURRENT LIABILITIES: | |||
Related parties | $ 47 | $ 58 | $ 39 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common Stock, Shares, Issued | 10,436,684 | 7,121,737 | 7,121,737 |
Common Stock, Shares, Outstanding | 10,436,684 | 7,121,737 | 7,121,737 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
REVENUES | $ 674 | $ 370 | $ 977 | $ 372 | $ 665 | $ 387 |
COST OF REVENUES | 777 | 561 | 1,327 | 849 | 1,631 | 1,108 |
GROSS LOSS | (103) | (191) | (350) | (477) | (966) | (721) |
RESEARCH AND DEVELOPMENT EXPENSES | 1,355 | 1,021 | 2,753 | 1,975 | 4,197 | 2,002 |
SALES AND MARKETING EXPENSES | 493 | 203 | 669 | 446 | 699 | 908 |
GENERAL AND ADMINISTRATIVE EXPENSES | 1,168 | 1,166 | 2,126 | 2,452 | 3,577 | 5,481 |
OPERATING LOSS | (3,119) | (2,581) | (5,898) | (5,350) | (9,439) | (9,112) |
OTHER INCOME | 3 | 7 | 10 | 15 | 30 | 8 |
FINANCING INCOME (EXPENSES), NET | 240 | (198) | 326 | (225) | (59) | 117 |
LOSS BEFORE TAXES ON INCOME | (2,876) | (2,772) | (5,562) | (5,560) | (9,468) | (8,987) |
TAXES ON INCOME | ||||||
NET LOSS | $ (2,876) | $ (2,772) | $ (5,562) | $ (5,560) | $ (9,468) | $ (8,987) |
Net loss per ordinary share (basic, USD) | $ (0.28) | $ (0.39) | $ (0.63) | $ (0.78) | ||
Net loss per ordinary share (diluted,USD) | $ (0.28) | $ (0.39) | $ (0.63) | $ (0.78) | $ (1.33) | $ (1.44) |
Weighted average ordinary shares (basic, in thousands) | 10,435 | 7,122 | 8,864 | 7,122 | ||
Weighted average ordinary shares (diluted, in thousands) | 10,435 | 7,122 | 8,864 | 7,122 | 7,122 | 6,240 |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |||
Balance at Dec. 31, 2020 | $ 4 | $ 10,267 | $ (6,307) | $ 3,964 | |||
Balance, shares at Dec. 31, 2020 | 4,084 | ||||||
Stock based compensation (see note 9) | 2,030 | 2,030 | |||||
Issuance of shares and warrants (see note 9) | $ 2 | 19,116 | 19,118 | ||||
Issuance of shares and warrants,shares | 2,469 | ||||||
Net loss | (8,987) | (8,987) | |||||
Exercise of warrants (see note 9) | $ 1 | 3,490 | 3,491 | ||||
Exercise of warrants, shares | 568 | ||||||
Round up of shares due to reverse stock split (see note 9) | [1] | [1] | [1] | ||||
Round up shares due to reverse stock split, shares | 1 | ||||||
Balance at Dec. 31, 2021 | $ 7 | 34,903 | (15,294) | 19,616 | |||
Balance, shares at Dec. 31, 2021 | 7,122 | ||||||
Stock based compensation (see note 9) | 1,457 | 1,457 | |||||
Net loss | (5,560) | (5,560) | |||||
Balance at Jun. 30, 2022 | $ 7 | 36,360 | (20,854) | 15,513 | |||
Balance, shares at Jun. 30, 2022 | 7,122 | ||||||
Balance at Dec. 31, 2021 | $ 7 | 34,903 | (15,294) | 19,616 | |||
Balance, shares at Dec. 31, 2021 | 7,122 | ||||||
Stock based compensation (see note 9) | 1,638 | 1,638 | |||||
Net loss | (9,468) | (9,468) | |||||
Balance at Dec. 31, 2022 | $ 7 | 36,541 | (24,762) | 11,786 | |||
Balance, shares at Dec. 31, 2022 | 7,122 | ||||||
Balance at Mar. 31, 2022 | $ 7 | 35,675 | (18,082) | 17,600 | |||
Balance, shares at Mar. 31, 2022 | 7,122 | ||||||
Stock based compensation (see note 9) | 685 | 685 | |||||
Net loss | (2,772) | (2,772) | |||||
Balance at Jun. 30, 2022 | $ 7 | 36,360 | (20,854) | 15,513 | |||
Balance, shares at Jun. 30, 2022 | 7,122 | ||||||
Balance at Dec. 31, 2022 | $ 7 | 36,541 | (24,762) | 11,786 | |||
Balance, shares at Dec. 31, 2022 | 7,122 | ||||||
Stock based compensation (see note 9) | 685 | 685 | |||||
Issuance of shares upon RSU vesting | [2] | [2] | |||||
Balance, shares | 21 | ||||||
Issuance of shares and warrants (see note 9) | $ 3 | 13,884 | 13,887 | ||||
Issuance of shares and warrants,shares | 3,294 | ||||||
Net loss | (5,562) | (5,562) | |||||
Balance at Jun. 30, 2023 | $ 10 | 51,110 | (30,324) | 20,796 | |||
Balance, shares at Jun. 30, 2023 | 10,437 | ||||||
Balance at Mar. 31, 2023 | $ 10 | 50,813 | (27,448) | 23,375 | |||
Balance, shares at Mar. 31, 2023 | 10,433 | ||||||
Stock based compensation (see note 9) | 337 | 337 | |||||
Issuance of shares upon RSU vesting | [2] | [2] | |||||
Balance, shares | 4 | ||||||
Net loss | (2,876) | (2,876) | |||||
Issuance expenses | (40) | (40) | |||||
Balance at Jun. 30, 2023 | $ 10 | $ 51,110 | $ (30,324) | $ 20,796 | |||
Balance, shares at Jun. 30, 2023 | 10,437 | ||||||
[1]Represents an amount less than $1 thousand[2] Represents an amount less than $1 thousand |
Interim Condensed Consolidate_5
Interim Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net loss | $ (2,876) | $ (2,772) | $ (5,562) | $ (5,560) | $ (9,468) | $ (8,987) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation | 37 | 53 | 192 | 103 | 251 | 114 |
Stock based compensation | 337 | 685 | 685 | 1,457 | 1,638 | 2,030 |
Severance pay asset and liability | 51 | 54 | 51 | (8) | (25) | |
Profit from exchange differences from operating lease liabilities | (13) | (40) | (22) | (50) | (49) | |
Profit (loss) from exchange differences on cash and cash equivalents | 49 | 286 | 53 | 327 | 269 | (130) |
Interest income in respect of deposits | (231) | (10) | (189) | (23) | (34) | (13) |
CHANGES IN OPERATING ASSET AND LIABILITY: | ||||||
Decrease (increase) in accounts receivable | (97) | (85) | (98) | (91) | (52) | 9 |
Decrease (increase) in inventory | (31) | (419) | (94) | (442) | (463) | 77 |
Decrease (increase) in other current assets | (104) | 6 | (387) | 33 | 162 | (126) |
Increase (decrease) in contract fulfillment assets | 59 | 60 | 119 | 60 | 180 | (545) |
Decrease (increase) in ROU asset | 50 | 113 | 94 | 132 | 261 | (43) |
Increase in account payables | 409 | 82 | 477 | 206 | 194 | 24 |
Increase in contract liabilities | (455) | (181) | (683) | 1,435 | 1,224 | 1,572 |
Increase (decrease) in operating lease liability | (62) | (109) | (110) | (125) | (233) | 20 |
Increase (decrease) in accrued compensation expenses | 152 | 1 | 89 | 21 | 10 | (14) |
Increase in related parties | 39 | (11) | (17) | 19 | 86 | |
Increase in other account payable | 128 | 105 | 310 | 85 | ||
Increase in other accrued expenses | 4 | 65 | ||||
Net cash flows used in operating activities | (2,609) | (2,174) | (5,083) | (2,398) | (6,095) | (5,886) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Purchase of property and equipment | (42) | (18) | (57) | (42) | (118) | (595) |
Withdrawal of short terms deposits | 5,000 | 3,000 | 5,000 | 14,500 | ||
Investment in short terms deposits | (3,500) | (3,500) | (18,500) | (3,500) | (6,500) | (11,000) |
Net cash flows provided by (used in) investing activities | (3,542) | 1,482 | (15,557) | 1,458 | 7,882 | (11,595) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Proceeds from issuance of shares and warrants | (64) | 13,913 | 19,118 | |||
Proceeds from exercise of warrants | 3,491 | |||||
Issuance expenses | (50) | |||||
Net cash flows provided by financing activities | (64) | 13,913 | 22,559 | |||
INCREASE IN CASH AND CASH EQUIVALENTS | (6,215) | (692) | (6,727) | (940) | 1,787 | 5,078 |
PROFITS FROM EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | (49) | (286) | (53) | (327) | (269) | 130 |
BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 9,583 | 8,292 | 10,099 | 8,581 | 8,581 | 3,373 |
BALANCE OF CASH AND CASH EQUIVALENTS AT END OF YEAR | 3,319 | 7,314 | 3,319 | 7,314 | 10,099 | 8,581 |
Non cash activities | ||||||
Unpaid issuance expenses | (24) | 26 | ||||
Right-of-use assets obtained in exchange for operating lease liabilities | 382 | $ 35 | 465 | 81 | 155 | 524 |
Increase in property and equipment through a decrease in advances to suppliers | $ 31 | |||||
Termination of right-of-use assets in exchange for cancellation of operating lease obligations | $ (25) | $ (25) |
GENERAL
GENERAL | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GENERAL | NOTE 1 – GENERAL : a Odysight.ai.Inc (the “Company”), formerly known as ScoutCam Inc., was incorporated under the laws of the State of Nevada on March 22, 2013. Prior to the closing of the Exchange Agreement (as defined below), the Company was a non-operating “shell company”. The Company’s wholly owned subsidiary, Odysight.ai Ltd (“Odysight.ai”.), formerly known as ScoutCam Ltd., was formed in the State of Israel on January 3, 2019, as a wholly-owned subsidiary of Medigus Ltd. (“Medigus”), an Israeli company traded on the Nasdaq Capital Market, and commenced operations on March 1, 2019. In December 2019, Medigus and Odysight.ai consummated an asset transfer agreement, under which Medigus transferred and assigned certain assets and intellectual property rights related to its miniaturized imaging business to Odysight.ai. On December 30, 2019, the Company and Medigus consummated a securities exchange agreement (the “Exchange Agreement”), pursuant to which Medigus delivered 100 % of its holdings in Odysight.ai to the Company in exchange for shares of the Company’s common stock representing 60 % of the issued and outstanding share capital of the Company immediately upon the consummation of the Exchange Agreement. During 2020 - 2023 Medigus has decreased its holdings in the Company such that as of March 31, 2023, Medigus owned 18.45 % of the Company’s outstanding common stock. On June 1, 2023, Medigus sold all its holdings in the Company to existing shareholders and to Chairman of the Board and CEO of the Company. On June 5, 2023, the Company filed with the Nevada Secretary of State a Certificate of Amendment to the Registrant’s Articles of Incorporation to change its name from “ScoutCam Inc.” to “Odysight.ai Inc.”, effective June 5, 2023. The Company, through Odysight.ai, is engaged in the development, production and marketing of Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) technologies, providing visual sensing and AI-based video analytics solutions for systems in the aviation, maritime, industrial non-destructing-testing industries, transportation, and energy industries. Some of the Company’s products utilize micro visualization technology in medical devices for minimally invasive medical procedures. ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – GENERAL b. Since incorporation of Odysight.ai and through June 30, 2023, the Company accumulated a deficit of approximately $ 30.3 million and its activities have been funded mainly by its shareholders. The Company’s management believes the Company’ cash and cash resources will allow the Company to fund its operating plan through at least the next 12 months from the filing date of these Interim Condensed Consolidated Financial Statements. However, the Company expects to continue to incur significant research and development and other costs related to its ongoing operations, requiring the Company to obtain additional funding in order to continue its future operations until becoming profitable. | NOTE 1 – GENERAL : a ScoutCam Inc. (the “Company”), formerly known as Intellisense Solutions Inc., (“Intellisense”), was incorporated under the laws of the State of Nevada on March 22, 2013. Prior to the closing of the Exchange Agreement (as defined below), the Company was a non-operating “shell company”. The Company’s wholly-owned subsidiary, ScoutCam Ltd. (“ScoutCam”), was formed in the State of Israel on January 3, 2019, as a wholly-owned subsidiary of Medigus Ltd. (“Medigus”), an Israeli company traded on the Nasdaq Capital Market, and commenced operations on March 1, 2019. In December 2019, Medigus and ScoutCam consummated an asset transfer agreement, under which Medigus transferred and assigned certain assets and intellectual property rights related to its miniaturized imaging business to ScoutCam. On December 30, 2019, Intellisense and Medigus consummated a securities exchange agreement (the “Exchange Agreement”), pursuant to which Medigus delivered 100% of its holdings in ScoutCam to Intellisense in exchange for shares of Intellisense’s common stock representing 60% of the issued and outstanding share capital of Intellisense immediately upon the consummation of the Exchange Agreement. As of December 31, 2022, Medigus beneficially owned 27.02% of the Company’s outstanding common stock. The Company, through ScoutCam, is engaged in the development, production and marketing of innovative Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) technologies, providing visual sensing and AI-based video analytics solutions for critical systems in the aviation, maritime, industrial non-destructing-testing industries, transportation, and energy industries. Some of the Company’s products utilize our micro visualization technology in medical devices for complex and minimally invasive medical procedures. Company’s technology includes proven video technologies and products amalgamated into a first-of-its-kind, FDA-cleared minimally invasive surgical device. The Company’s video-based sensors, embedded software and AI algorithms are being deployed in hard-to-reach locations and harsh environments across a variety of PdM and CBM use cases. The Company’s solution allows maintenance and operations teams visibility into areas which are inaccessible under normal circumstances, or where the operating ambience otherwise is not suitable for continuous real-time monitoring’ and has various applications which have relevancy in wide range of industry segments, that utilize complicated mechanics requiring ongoing monitoring and predictive maintenance applications. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – GENERAL : b. On August 9, 2021, the Company amended its Articles of Incorporation to effect a nine-to-one reverse stock split of its outstanding Common Stock. As a result of the reverse stock split, every nine shares of the Company’s outstanding Common Stock were combined and reclassified into one share of the Company’s Common Stock. No fractional shares were issued in connection with or following the reverse split. The amount of authorized capital of the Company’s Common Stock and par value of such shares remained unchanged. All share, stock option and per share information in these consolidated financial statements have been adjusted to reflect the reverse stock split on a retroactive basis. . c. Since incorporation of ScoutCam and through December 31, 2022, the Company accumulated a deficit of approximately $ 25 million and its activities have been funded mainly by its shareholders. The Company’s management believes the Company’ cash and cash resources as of December 31, 2022 as well as its proceeds from issuance of common stock and warrants in the private offering as detailed in Note 14, will allow the Company to fund its operating plan through at least the next 12 months. However, the Company expects to continue to incur significant research and development and other costs related to its ongoing operations and in order to continue its future operations, the Company will need to obtain additional funding until becoming profitable. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES a. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Group’s Annual Report on Form 10-K for the year ended December 31, 2022. b. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. c. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment, stock-based compensation, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates. SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES d. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. e. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Group’s condensed consolidated financial statements. As of December 31, 2022 and 2021, no allowance for doubtful accounts was recorded. Israeli labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. Pursuant to Section 14 of the Severance Compensation Act, 1963 (“Section 14”), all of the ScoutCam’s employees in Israel are entitled to a monthly contribution, at a rate of 8.33 % of their monthly salary, made in their name with insurance companies. Contributions under Section 14 relieve ScoutCam from any future severance payment obligation with respect to those employees. The aforementioned contributions are not recorded as an asset on the Company’s balance sheet and there is no liability recorded, as the Company does not have a future obligation to make any additional payments. | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES a. Basis of preparation : The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles in the United States (“U.S. GAAP”) applied on a consistent basis. b. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates its assumptions on an ongoing basis, including those related to contingencies and inventory impairment, as well as estimates used in applying its revenue recognition policy. Actual results may differ from these estimates. c. Functional currency A majority of ScoutCam’s revenues are generated in U.S. dollars. The substantial majority of ScoutCam costs are incurred in U.S. dollars and New Israeli Shekels (“NIS”). ScoutCam management believes that the U.S. dollar is the currency of the primary economic environment in which ScoutCam operates. Thus, the functional currency of ScoutCam is the U.S. dollar. Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Balances in non-U.S. dollar currencies are translated into U.S. dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-U.S. dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions exchange rates at transaction dates and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) historical exchange rates. Currency transaction gains and losses are presented in financial income or expenses, as appropriate. d. Cash and Cash Equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. e. Short-term bank deposits Bank deposits with maturities of more than three months but less than one year are included in short-term bank deposits. Such short-term bank deposits are stated at cost which approximates fair market value. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : f. Accounts receivable Accounts receivable are presented in the Company’s consolidated balance sheets net of allowance for doubtful accounts. The Company estimates the collectability of its accounts receivable balances and adjusts its allowance for doubtful accounts accordingly. When revenue recognition criteria are not met for a sale transaction that has been billed, the Company does not recognize deferred revenues or the related account receivable. As of December 31, 2022 and 2021, no allowance for doubtful accounts was recorded. g. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives. The annual depreciation rates are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES % Machinery and laboratory equipment 10 %- 15 % Office furniture and equipment 10 % Computers and computer software 33 % Leasehold improvements Over the shorter of the lease term (including options if any) or useful life h. Severance pay Israeli labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. Pursuant to Section 14 of the Severance Compensation Act, 1963 (“Section 14”), all of the ScoutCam’s employees in Israel are entitled to a monthly contribution, at a rate of 8.33 % of their monthly salary, made in their name with insurance companies. Contributions under Section 14 relieve ScoutCam from any future severance payment obligation with respect to those employees. The aforementioned contributions are not recorded as an asset on the Company’s balance sheet and there is no liability recorded, as the Company does not have a future obligation to make any additional payments. The asset and the liability for severance pay presented in the balance sheets reflects employees that began employment prior to automatic application of Section 14. The severance pay liability of ScoutCam to its employees that began employment prior to automatic application of Section 14 is based upon the number of years of service and the latest monthly salary of such employees and is partly covered by regular deposits with recognized pension funds and deposits with severance pay funds. Under labor laws, these deposits are in the employees’ names and, subject to certain limitations, are the property of the employees. ScoutCam records the obligation as if it were payable at each balance sheet date on an undiscounted basis. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : i. Stock-Based Compensation The Company measures and recognizes compensation expense for its equity classified stock-based awards granted under its plan based on estimated fair values on the grant dates. The Company calculates the estimated fair value of option awards on the grant date using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires a number of assumptions, of which the most significant are the stock price volatility and the expected option term. The Company’s expected dividend rate is zero since the Company does not currently pay cash dividends on its stocks and does not anticipate doing so in the foreseeable future. Each of the above factors requires the Company to use judgment and make estimates in determining the percentages and time periods used for the calculation. If the Company were to use different percentages or time periods, the estimated fair value of option awards could be materially different. The Company recognizes stock-based compensation cost for option awards on an accelerated basis over the employee’s requisite service period, net of estimated forfeitures. j. Inventories Inventories include raw materials, inventory in process and finished products and are valued at the lower of cost or net realizable value. Inventories are stated at a lower of cost, determined by the first-in, first-out method, or market based on net realizable value . Costs of purchased raw materials and inventory in process include costs of design, raw materials, direct labor, other direct costs and fixed production overheads. The inventories are adjusted for estimated excess and obsolescence and written down to net realizable value based upon estimates of future demand, technology developments and market conditions. k. Revenue recognition a) Revenue measurement The Company’s revenues are measured according to the ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are measured according to the amount of consideration that the Company expects to be entitled to receive in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. Revenues are presented net of VAT. b) Revenue recognition The Company recognizes revenue when a customer obtains control over promised goods or services. For each performance obligation, the Company determines at contract inception whether it satisfies the performance obligation over time or satisfies the performance obligation at a point in time. Performance obligations are satisfied over time if one of the following criteria is met: SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : (a) the customer simultaneously receives and consumes the benefits provided by the Company’s performance; (b) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (c) the Company’s performance does not create an asset with an alternative use for the Company and the Company has an enforceable right to payment for performance completed to date. If a performance obligation is not satisfied over time, a Company satisfies the performance obligation at a point in time. The transaction price is allocated to each distinct performance obligations on a relative standalone selling price (“SSP”) basis and revenue is recognized for each performance obligation when control has passed. In most cases, the Company is able to establish SSP based on the observable prices of services sold separately in comparable circumstances to similar customers and for products based on the Company’s best estimates of the price at which the Company would have sold the product regularly on a stand-alone basis. The Company reassesses the SSP on a periodic basis or when facts and circumstances change. Product Revenue Revenues from product sales are recognized at a point in time when the customer obtains control of the Company’s product, typically upon shipment to the customer. Indirect taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. Service Revenue The Company also generates revenues from development services. Revenue from development services is recognized over the period of the applicable service contract. To the extent development services are not distinct from the performance obligation relating to the subsequent mass production phase of the prototype under development, revenue from these services is deferred until commencement of the production phase of the project and are then recognized over the expected term production. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : l. Cost of revenues Cost of revenue consists of products purchased from sub-contractors, raw materials for in-house assembly line, shipping and handling costs to customers, salary, employee-related expenses, depreciation and overhead expenses. Cost of revenues are expensed commensurate with the recognition of the respective revenues. Costs deferred in respect of deferral of revenues are recorded as contract fulfilment assets on the Company’s balance sheet and are written down to the extent the contract is expected to incur losses. m. Research and development costs Research and development costs are expensed as incurred and includes salaries and employee-related expenses, overhead expenses, material, and third-party contractors’ charges. n. Income taxes Income taxes are accounted for using the asset and liability approach under ASC-740, “Income Taxes”. The asset and liability approach requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of current and deferred tax liabilities and assets is based on provisions of the relevant tax law. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. Uncertain tax positions are accounted for in accordance with the provisions of ASC 740-10, under which a company may recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by the taxation authorities, based on the technical merits of the position, at the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Interest and penalties, if any, related to unrecognized tax benefits are recognized in tax expense. The Company and ScoutCam provide a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. o. Legal contingencies From time to time, the Company and its subsidiary become involved in legal proceedings or are subject to claims arising in their ordinary course of business. Such matters are generally subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues for contingencies when the loss is probable and can reasonably estimate the amount of any such loss. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES p. Basic and diluted net loss per common stock : Basic net loss per common stock is computed by dividing net loss, as adjusted, to include the weighted average number of shares of common stock outstanding during the year. Diluted net loss per common stock is computed by dividing net loss, as adjusted, by the weighted average number of shares of common stock outstanding during the year, plus the number of shares of common stock that would have been outstanding if all potentially dilutive shares of common stock had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”. All outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years ended December 31, 2022 and December 31, 2021, since all such securities have an anti-dilutive effect. q. Leases In accordance with ASC 842, the Company determines whether an arrangement is or contains a lease based on the facts and circumstances present at inception of an arrangement. An arrangement is or contains a lease if the arrangement conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Arrangements that are determined to be leases at inception are recognized in long-term right-of-use assets (“ROU”) assets and short and long-term lease liabilities in the consolidated balance sheet at lease commencement. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future fixed lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at commencement date in determining the present value of future payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases or payments are recognized on a straight-line basis over the lease term. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
LEASES
LEASES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Leases | ||
LEASES | NOTE 3 – LEASES : In December 2020, Odysight.ai entered into a lease agreement for office space in Omer, Israel (“original space”), with the 36-month term for such agreement beginning on January 1, 2021 . In March 2021, Odysight.ai entered into a lease agreement for additional office space in Omer, Israel (“additional space”), with the term for such agreement is ending December 31, 2023 . On June 25, 2023, Odysight.ai entered into an amendment to these agreements, pursuant to which the lease for the additional office space will be shortened and end on June 30, 2023 and the lease for original space will be extended for an additional five years until December 31, 2028. It was also agreed that Odysight.ai has an option to terminate the agreement for the original space after three years. Monthly lease payments under the agreement for the original space are approximately $ 7 thousand. In December 2022, Odysight.ai entered into a lease agreement for office space in Ramat Gan, Israel. The agreement is for 12 months beginning on December 14, 2022 and the Company has an option to extend the lease period for an additional one year. The Company does not expect to extend the lease period . Therefore, the Company has elected to use the practical expedient regarding short-term leases. 3 thousand. Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES June 30, 2023 June 30, 2022 Six months ended June 30, 2023 June 30, 2022 USD in thousands Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 119 136 As of June 30, 2023, the Company’s operating leases had a weighted average remaining lease term of 0.9 years and a weighted average discount rate of 6 %. Future lease payments under operating leases as of June 30, 2023 were as follows: SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES Operating leases USD in thousands Remainder of 2023 120 2024 231 2025 188 2026 83 Total future lease payments 622 Less imputed interest (51 ) Total lease liability balance 571 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 11 - LEASES On December 31, 2022, the Group’s ROU assets and lease liabilities for operating leases totaled $ 307 thousand and $ 263 thousand, respectively. On December 31, 2021, the Group’s ROU assets and lease liabilities for operating leases totaled $ 482 thousand and $ 459 thousand, respectively. In December 2020, ScoutCam entered into a lease agreement for office space in Omer, Israel. The agreement is for 36 months beginning January 1, 2021. In March 2021, ScoutCam entered into a lease agreement for additional office space in Omer, Israel. The agreement is until December 31, 2023. Monthly lease payments under the agreements are approximately $ 12 thousand. ScoutCam subleases part of the office space to a third party for $ 3 thousand per month. In December 2022, ScoutCam entered into a lease agreement for office space in Ramat Gan, Israel. The agreement is for 12 months beginning on December 14, 2022. The agreement expires on December 14, 2023, and the Company has an option to extend the lease period for an additional one year. The Company doesn’t expect to extend the lease period. Therefore, the Company has elected to use the practical expedient regarding short-term leases. 3 thousand. In addition, the Company leases vehicles under various operating lease agreements. Operating lease expenses were $ 264 thousand and $ 202 thousand for the years ended December 31, 2022 and 2021, respectively. Supplemental cash flow information related to operating leases during the period presented was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 2022 2021 Year ended December 31, 2022 2021 USD in thousands Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 261 202 Lease term and discount rate related to operating leases as of the period presented were as follows: SCHEDULE OF LEASE TERM AND DISCOUNT RATE RELATED TO OPERATING LEASES December 31, 2022 2021 USD in thousands Weighted-average remaining lease term (in years) 0.84 0.76 Weighted-average discount rate 6 % 6 % The maturities of lease liabilities under operating leases as of December 31, 2022 are as follows: SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES USD in thousands 2023 206 2024 54 2025 16 Total undiscounted lease payments 276 Less: Imputed interest (13 ) Total lease liabilities 263 |
EQUITY
EQUITY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
EQUITY | NOTE 4 – EQUITY : a. Private Placement On March 16, 2023, the Company consummated a Stock Purchase Agreements for a private placement with (i) Moshe Arkin through his individual retirement account and (ii) The Phoenix Insurance Company Ltd. and Shotfut Menayot Israel – Phoenix Amitim, in connection with the sale and issuance of an aggregated amount of 3,294,117 units (collectively, the “Units”), at a purchase price of $ 4.25 per Unit, and for an aggregated purchase price of $ 14,000,000 . Each Unit consists of: (i) one share of the Company’s common stock with par value of $ 0.001 per share (the “Common Stock”) and (ii) one warrant to purchase one share of Common Stock with an exercise price of $ 5.50 (the “Warrants”). The Warrants are immediately exercisable and will expire three years from the date of issuance and will be subject to customary adjustments. Warrants: As of June 30, 2023, the Company had the following outstanding warrants to purchase common stock: SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK Number of Shares of Exercise Price common stock Issuance Expiration Per Share Underlying Warrant Date Date ($) Warrants March 2021 Warrant March 29, 2021 March 31, 2026 10.35 2,469,156 March 2023 Warrant March 27, 2023 March 26, 2026 5.50 3,294,117 5,763,273 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – EQUITY b. Stock-based compensation to employees, directors and service providers: In February 2020, the Company’s Board of Directors approved the 2020 Share Incentive Plan (the “Plan”). The Plan initially included a pool of 580,890 shares of common stock for grant to Company employees, consultants, directors and other service providers. On March 15, 2020, the Company’s Board of Directors approved an increase to the option pool pursuant to the Plan by an additional 64,099 shares of common stock. On June 22, 2020, the Company’s Board of Directors approved an increase to the option pool pursuant to the Plan by an additional 401,950 shares of common stock. During the second quarter of 2021, the Company’s Board of Directors approved an increase to the option pool pursuant to the Plan by an additional 777,778 shares of common stock. During the first quarter of 2023, the Company’s Board of Directors approved an increase to the option pool pursuant to the Plan by an additional 1,000,000 shares of common stock. The Plan is designed to enable the Company to grant options to purchase shares of common stock and RSUs under various and different tax regimes including, without limitation: (i) pursuant and subject to Section 102 of the Israeli Tax Ordinance or any provision which may amend or replace it and any regulations, rules, orders or procedures promulgated thereunder and to designate them as either grants made through a trustee or not through a trustee; and (ii) pursuant and subject to Section 3 (i) of the Israeli Tax Ordinance. Stock option activity During the six months ended June 30, 2023, the Company granted 57,000 options pursuant to the Plan. The fair value of each option was estimated as of the date of grant or reporting period using the Black-Scholes option-pricing model, using the following assumptions: SCHEDULE OF SHARE-BASED PAYMENT, STOCK OPTIONS, VALUATION ASSUMPTIONS Six months ended June 30, 2023 Underlying value of ordinary shares ($) 5 Exercise price ($) 4.5 Expected volatility (%) 37.5 % Term of the options (years) 7 Risk-free interest rate 3.94 % The cost of the benefit embodied in the options granted during the six months ended June 30, 2023, based on their fair value as of the grant date, is estimated to be approximately $ 142 thousand. These amounts will be recognized in the statements of operations and comprehensive income over the vesting period. The following table summarizes stock option activity for the six months ended June 30, 2023: SCHEDULE OF STOCK OPTION ACTIVITY For the Six months ended June 30, 2023 Weighted average Amount of exercise options price $ Outstanding at beginning of period 1,560,040 3.64 Granted 57,000 4.50 Fortfeited (20,365 ) 3.47 Outstanding at end of period 1,596,675 3.68 Vested at end of period 978,486 3.11 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – EQUITY Restricted stock unit (“RSU”) activity Each RSU will vest based on continued service which is generally over three years. The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The fair value of restricted stock units was estimated on the date of grant based on the fair value of the Company’s common stock. The following table summarizes RSU activity for the three months ended June 30, 2023: SCHEDULE OF STOCK OPTION ACTIVITY For the Six months ended June 30, 2023 Weighted Average Amount of Grant Date Fair Value RSUs per Share $ Outstanding at beginning of period 50,000 6.32 Vested (20,830 ) 6.32 Unvested and Outstanding at end of period 29,170 6.32 The following table sets forth the total stock-based payment expenses resulting from options granted, included in the statements of operation and comprehensive income: SCHEDULE OF TOTAL SHARE-BASED PAYMENT EXPENSES Six months ended June 30, 2023 USD in thousands Cost of revenues 5 Research and development 265 Sales and marketing expenses 62 General and administrative 353 Total expenses 685 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 9 - EQUITY : Increase of the authorized share capital On January 20, 2021, the Company’s Board of Directors approved an increase of the authorized share capital of the Company by an additional 225,000,000 shares of common stock par value $ 0.001 per share, such that the authorized share capital of the Company following such increase shall be consisting of 300,000,000 shares of common stock. a. Private placement: 1. In December 2019, the Company allocated in a private placement, a total of 379,269 units at a purchase price of $ 8.712 per unit. Each unit was comprised of two shares of common stock par value $0.001 per share, one Warrant A (as described below) and two Warrants B (as described below) . The immediate proceeds (gross) from the issuance of the units amounted to approximately $ 3.3 million. Each Warrant A was exercisable into one share of common stock of the Company at an exercise price of $ 5.355 per share during the 12 month period following the allocation. Each Warrant B is exercisable into one share of common stock of the Company at an exercise price of $ 8.037 per share during the 18 month period following the allocation. In addition, Shrem Zilberman Group Ltd. (the “Consultant”) will be entitled to receive the amount representing 3% of any exercise price of each Warrant A or Warrant B that may be exercised in the future. In the event the total proceeds received as a result of exercise of warrants will be less than $ 2 million at the time of their expiration, the Consultant will be required to invest $ 250,000 in the Company in return for shares of common stock of Company. As of December 31, 2021, holders of the foregoing warrants have exercised in excess of $ 2 million and, accordingly, the Consultant is not required to invest $ 250,000 in the Company. During 2020, 332,551 Warrants A were exercised, and 46,718 unexercised Warrants A expired on December 30, 2020 . The Consultant received $ 53 thousand following the exercise of 332,551 Warrants A. During the second quarter of 2021, 185,271 Warrants B were exercised, and 573,256 unexercised Warrants B expired on June 30, 2021 . The Consultant received $ 45 thousand following the exercise of 185,271 Warrants B. 2. On March 3, 2020, the Company issued in a private placement a total of 108,880 units at a purchase price of $ 8.712 per unit. Each unit was comprised of two shares of common stock par value $0.001 per share, one Warrant A (as described below) and two Warrants B (as described below) . Each Warrant A was exercisable into one share of common stock of the Company at an exercise price of $ 5.355 per share during the 12 month period following the allocation. Each Warrant B is exercisable into one share of common stock of the Company at an exercise price of $ 8.037 per share during the 18 month period following the allocation. The gross proceeds from the issuance of all securities offered amounted to approximately $ 948 thousands. After deducting issuance costs, the Company received proceeds of approximately $ 909 thousand. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – EQUITY During 2021, 108,880 Warrants A were exercised. 217,760 unexercised Warrants B expired on September 3, 2021 . 3. On May 18, 2020, the Company allocated in a private placement to Arkin a total of 229,569 units at a purchase price of $ 8.712 per unit. Each unit was comprised of two shares of common stock par value $0.001 per share, one Warrant A (as described below) and two Warrants B (as described below) . Each Warrant A was exercisable into one share of common stock of the Company at an exercise price of $ 5.355 per share during the 18 month period following the allocation. Each Warrant B is exercisable into one share of common stock of the Company at an exercise price of $ 8.037 per share during the 24 month period following the allocation. The gross proceeds from the issuance of all securities offered amounted to approximately $ 2 million. After deducting issuance costs, the Company received proceeds of approximately $ 1.9 million. During February 2021, 37,349 Warrants A were exercised. During November 2021, 192,220 Warrants A were exercised. 4. On June 23, 2020, (the “Conversion Date”), the Company entered into a side letter agreement with Medigus whereby the parties agreed to convert, at a conversion price of $ 4.356 per share, an outstanding line of credit previously extended by Medigus to ScoutCam, which as of the Conversion Date had $ 381,136 outstanding, into (a) 87,497 shares of the Company’s common stock, (b) to 43,749 Warrant A (as described below), and (c) 87,497 Warrant B (as described below). As the conversion price represented the same unit price as in the March 2020 and May 2020 private placements, no finance expenses have been recorded in statement of operations as a result of the conversion. Each Warrant A is exercisable into one share of common stock of the Company at an exercise price of $ 5.355 per share during the 12 months period following the allocation. Each Warrant B is exercisable into one share of common stock of the Company at an exercise price of $ 8.037 per share during the 18 months period following the allocation. During June 2021, 43,749 Warrants A were exercised. On December 23, 2021, 87,497 unexercised Warrants B expired. 5. On March 29, 2021, the Company issued to certain investors, including Arkin, a major stockholder of the Company, of which Mori Arkin, a director of the company, is the owner, 2,469,156 units in exchange for an aggregate purchase price of $ 20 million. Each such unit consists of (i) one share of common stock and (ii) one warrant to purchase one share of common stock with an exercise price of $ 10.35 per share . Each such warrant is exercisable until the close of business on March 31, 2026 . Pursuant to the terms of the foregoing warrants, following April 1, 2024, if the closing price of Company common stock equal or exceeds 135% of the aforementioned exercise price (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after the issue date of the warrants) for any thirty (30) consecutive trading days, the Company may force the exercise of the warrants, in whole or in part, by delivering to these investors a notice of forced exercise. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – EQUITY As of December 31, 2022, the Company had the following outstanding warrants to purchase common stock: SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK Warrant Issuance Date Expiration Date Exercise Price Number of Shares March 2021 Warrant March 29, 2021 March 31, 2026 10.350 2,469,156 2,469,156 b. Stock-based compensation to employees, directors and service providers: In February 2020, the Company’s Board of Directors approved the 2020 Share Incentive Plan (the “Plan”). The Plan initially included a pool of 580,890 shares of common stock for grant to Company employees, consultants, directors and other service providers. On March 15, 2020, the Company’s Board of Directors approved an increase to the Company’s option pool pursuant to the Plan by an additional 64,099 shares of common stock. On June 22, 2020, the Company’s Board of Directors approved an increase to the Company’s option pool pursuant to the Plan by an additional 401,950 shares of common stock. During the second quarter of 2021, the Company’s Board of Directors approved an increase to the Company’s option pool pursuant to the Plan by an additional 777,778 shares of common stock. The Plan is designed to enable the Company to grant options to purchase shares of common stock and RSUs under various and different tax regimes including, without limitation: (i) pursuant and subject to Section 102 of the Israeli Tax Ordinance or any provision which may amend or replace it and any regulations, rules, orders or procedures promulgated thereunder and to designate them as either grants made through a trustee or not through a trustee; and (ii) pursuant and subject to Section 3 (i) of the Israeli Tax Ordinance. During 2021, the Company granted 648,712 options pursuant to the Plan. During 2022, the Company granted 479,000 options pursuant to the Plan. Options granted generally have a contractual term of seven years and vest over a period of three to four years . SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – EQUITY Stock Option Activity The following summarizes stock option activity: SCHEDULE OF STOCK OPTION ACTIVITY Amount of options Weighted average exercise price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) $ $ in thousands Outstanding - December 31, 2020 737,049 2.61 6.23 2,446 Granted 648,712 4.09 - - Forfeited (132,207 ) 3.34 - - Outstanding - December 31, 2021 1,253,554 3.31 5.65 5,884 Granted 479,000 4.50 - - Forfeited (172,514 ) 3.57 - - Outstanding - December 31, 2022 1,560,040 3.64 5.17 2,116 Options Exercisable - December 31, 2022 838,994 3.10 4.24 1,595 As of December 31, 2022, the aggregate intrinsic value of options granted is calculated as the difference between the exercise price and the closing price on the same date. The Company estimates the fair value of stock option awards on the grant date using the Black-Scholes option pricing model. The weighted-average grant date fair value per option granted during the year ended December 31, 2022 was $ 2.76 . The fair value of each award is estimated using Black-Scholes option-pricing model based on the following assumptions: SCHEDULE OF SHARE-BASED PAYMENT, STOCK OPTIONS, VALUATION ASSUMPTIONS Year ended December 31, 2022 Year ended December 31, 2021 Underlying value of shares ($) 5.00 - 7.20 7.65 - 10.35 Exercise price ($) 4.5 2.61 - 7.2 Expected volatility (%) 40% 46% - 49% Term of the options (years) 7 7 Risk-free interest rate (%) 1.98 %- 3.95% 0.78% - 1.51% Volatility is derived from the historical volatility of publicly traded set of peer companies. The risk-free interest rates used in the Black-Scholes calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. The Company has not paid dividends and does not anticipate paying dividends in the foreseeable future. Accordingly, no dividend yield was assumed for purposes of estimating the fair value of the Company’s stock-based compensation. The weighted average expected life of options was estimated individually in respect of each grant. The unrecognized compensation expense calculated under the fair-value method for stock options expected to vest as of December 31, 2022 is approximately $ 1.45 million and is expected to be recognized over a weighted-average period of 1.41 years. During 2022 and 2021 the Company’s Board of Directors authorized the grant of options to purchase 45,000 shares of common stock of the Company and 83,334 shares of common stock of the Company, respectively, to Prof. Goldwasser, the Chairman of the Board. Total expenses recorded regarding this grant, for the year ended December 31, 2022, and December 31, 2021, are $ 367 thousand and $ 255 thousand, respectively. During 2021 the Company’s Board of Directors authorized the grant of options to purchase 75,855 shares of common stock of the Company to directors of the Company. Total expenses recorded regarding this grant, for the year ended December 31, 2022, and December 31, 2021, are $ 213 thousand and $ 221 thousand, respectively. During 2022 and 2021 the Company’s Board of Directors authorized the grant of options to purchase 400,000 shares of common stock of the Company and 335,987 shares of common stock of the Company, respectively, to certain officers of the Company. Total expenses recorded regarding this grant, for the year ended December 31, 2022, and December 31, 2021, are $ 523 thousand and $ 871 thousand, respectively. Compensation expense recorded by the Company in respect of its stock-based employees, directors and service providers compensation awards in accordance with ASC 718-10 for the year ended December 31, 2022 and 2021 amounted to $ 1,487 thousands and $ 2,030 thousands, respectively. c. Restricted stock unit (“RSU”) to employees and service providers: During the year ended December 31, 2022, the Company granted 110,000 RSUs pursuant to the Plan. Each RSU will vest based on continued service which is generally over three years. The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The fair value of restricted stock units was estimated on the date of grant based on the fair value of the Company’s common stock. The cost of the benefit embodied in the RSU granted during 2022, based on their fair value as at the grant date, is estimated to be approximately $ 748 thousand. These amounts will be recognized in the statements of operations over the vesting period. The following table summarizes RSU activity for December 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Amount of RSU Weighted Average Grant Date Fair Value per Share Weighted Average Remaining Contractual Term (years) $ Outstanding - December 31, 2021 - - - Granted 110,000 6.8 - Forfeited (60,000 ) 7.2 - Unvested and Outstanding - December 31, 2022 50,000 6.32 6.44 The unrecognized compensation expense calculated under the fair-value method for RSU expected to vest as of December 31, 2022 is approximately $ 164 thousand and is expected to be recognized over a weighted-average period of 1.15 years. During 2022 the Company’s Board of Directors authorized the grant of options to purchase 90,000 shares of common stock of the Company to certain officers of the Company. Total expenses recorded regarding this grant, for the year ended December 31, 2022, are $ 127 thousand. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
REVENUES
REVENUES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
REVENUES | NOTE 5 – REVENUES : Disaggregation of revenue SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Six months ended June 30, 2023 2023 2022 USD in thousands Development Services (*) 211 106 Products 766 266 Revenue 977 372 (*) During the second quarter of 2022, the Company completed the development of the product relating to a customer-specific project for a Fortune 500 multinational healthcare corporation and moved from the development phase of the project to its production phase. As a result, during the six months ended June 2023, the Company recognized development services revenues and related development costs that had been previously deferred, in the amount of $ 211 seven years In addition, following the commencement of the production phase, the Company recognized product revenues of $ 722 thousand during the six months ended June 2023 from the sale of units of the product developed in the context of these development services. Contract fulfillment assets and Contract liabilities: The Company’s contract fulfillment assets and contract liabilities as of June 30, 2023 and December 31, 2022 were as follows: SCHEDULE OF CONTRACT FULFILLMENT ASSETS AND CONTRACT LIABILITIES June 30, December 31, 2023 2022 USD in thousands Contract fulfillment assets 1,376 1,495 Contract liabilities 2,961 3,644 Contract liabilities include advance payments, which are primarily related to advanced billings for development services. The change in contract fulfillment assets: June 30, December 31, 2023 2022 USD in thousands Balance at beginning of year 1,495 1,675 Additions during the year Contract costs recognized during the period (119 ) (180 ) Balance at end of year 1,376 1,495 The change in contract liabilities: June 30, December 31, 2023 2022 USD in thousands Balance at beginning of year 3,644 2,420 Deferred revenue relating to new sales - 1,613 Revenue recognized during the year (683 ) (389 ) Balance at end of year 2,961 3,644 Remaining Performance Obligations Remaining Performance Obligations (“RPO”) represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. As of June 30, 2023, the total RPO amounted to $ 2.9 million, which the Company expects to recognize over the expected manufacturing term of the product. NOTE 6 – ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 10 – REVENUES AND ENTITY WIDE DISCLOSURES: REVENUES ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. The Company manages its business based on one operating segment, as described in Note 1. a. Disaggregation of revenue SCHEDULE OF DISAGGREGATION OF REVENUE Year ended on 2022 2021 USD in thousands Development Services (customer A) (*) 317 - Products 348 387 665 387 (*) During the second quarter of 2022, the Company completed the development of the product relating to a customer-specific project for a Fortune 500 multinational healthcare corporation (“Customer A”) and moved from the development phase of the project to its production phase. As a result, during the year ended December 31, 2022, the Company recognized development services revenues and related development costs that had been previously deferred, in the amounts of $ 317 180 In addition, following the commencement of the production phase, the Company recognized product revenues of $ 221 thousands during the year ended December 31, 2022 from the sale of units of the product developed in the context of these development services. b. Revenues by geographical area (based on the location of customers) The following is a summary of revenues within geographic areas: SCHEDULE OF REVENUES WITHIN GEOGRAPHIC AREAS 2022 2021 Year ended on 2022 2021 USD in thousands United States 553 273 United Kingdom 65 48 Israel - 19 Other 47 47 Revenue 665 387 c. Major customers Set forth below is a breakdown of Company’s revenue by major customers (major customer –revenues from these customers constituted at least 10% of total revenues in a certain year): SCHEDULE OF MAJOR CUSTOMER BREAKDOWN OF COMPANY’S REVENUE Year ended on December 31, 2022 2021 USD in thousands Customer A 538 - Customer B - 199 Customer C 65 48 d. Contract fulfillment assets and Contract liabilities: SCHEDULE OF CONTRACT FULFILLMENT ASSETS AND CONTRACT LIABILITIES 2022 2021 December 31, 2022 2021 USD in thousands Contract fulfillment assets: 1,495 1,675 Contract liabilities 3,644 2,420 Contract liabilities include advance payments, which are primarily related to advanced billings for development services. The change in contract fulfillment assets: 2022 2021 December 31, 2022 2021 USD in thousands Balance at beginning of year 1,675 1,130 Additions during the year - 545 Contract costs recognized during the period (180 ) - Balance at end of year 1,495 1,675 The change in contract liabilities: 2022 2021 December 31, 2022 2021 USD in thousands Balance at beginning of year 2,420 848 Deferred revenue relating to new sales 1,613 1,641 Revenue recognized during the year (389 ) (69 ) Balance at end of year 3,644 2,420 Remaining Performance Obligations Remaining Performance Obligations (“RPO”) represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be recognized as revenue in future periods. As of December 31, 2022, the total RPO amounted to $ 3,644 thousand, which the Company expects to recognize over the expected manufacturing term of the product under development. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
INVENTORY
INVENTORY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
INVENTORY | NOTE 6 - INVENTORY : Composed as follows: SCHEDULE OF INVENTORY June 30, December 31, 2023 2022 USD in thousands Raw materials and supplies 563 438 Work in progress 42 148 Finished goods 119 44 Inventory Net 724 630 During the period ended June 30, 2023, no impairment occurred. | NOTE 4 - INVENTORY : SCHEDULE OF INVENTORY 2022 2021 December 31, 2022 2021 USD in thousands Raw materials and supplies 438 99 Work in progress 148 2 Finished goods 44 66 Inventory Net 630 167 During the years 2022 and 2021, no impairment occurred. |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 7 – LOSS PER SHARE Basic loss per share is computed by dividing net loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares as described below. In computing the Company’s diluted loss per share, the numerator used in the basic loss per share computation is adjusted for the dilutive effect, if any, of the Company’s potential shares of common stock. The denominator for diluted loss per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period. |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTIES | NOTE 8 – RELATED PARTIES a. Balances with related parties SCHEDULE OF BALANCES WITH RELATED PARTIES June 30 , December 31, USD in thousands Directors (directors’ accrued compensation) 38 48 Smartec R&D Ltd. (see b below) 9 10 Related parties 47 58 b. During six months ended June 30, 2023 the Company received development services from Smartec R&D Ltd., a company owned by the Company’s CTO. Total compensation during the six months ended June 30, 2023 and June 30, 2022 were approximately $ 29 thousands and $ 55 thousands, respectively. | NOTE 8 – RELATED PARTIES : a. Related Parties Balances: SCHEDULE OF BALANCES WITH RELATED PARTIES December 31, 2022 2021 USD in thousands Directors (directors’ accrued compensation) 48 - Smartec R&D Ltd. (see note 8c) 10 - Medigus - 39 58 39 b. On May 18, 2020, the Company allocated in a private issuance to M. Arkin (1999) Ltd. (“Arkin”) a total of 229,569 units (as described in note 9c) at a purchase price of $ 8.712 per unit (“Arkin Transaction”). In connection with the Arkin Transaction, the Company, Medigus and Arkin entered into a voting agreement, pursuant to which Arkin and Medigus each agreed to vote their respective shares of common stock in favor of the election of the opposite party’s designated representative(s), as applicable, to the Board (“Voting Agreement”). Each of Arkin’s and Medigus’ rights under the Voting Agreement are contingent upon, inter alia, such party maintaining a certain beneficial ownership threshold in the Company’ as follows: (a) One person designated by Arkin is to be elected, for as long as Arkin, continues to beneficially own at least eight percent of the issued and outstanding capital stock of the Company. (b) Three persons designated by Medigus are to be elected, for as long as Medigus, continues to beneficially own at least thirty five percent of the issued and outstanding capital stock of the Company. (c) Two persons designated by Medigus are to be elected for as long as Medigus, continues to beneficially own less than thirty five percent and more than twenty percent of the issued and outstanding capital stock of the Company. (d) One person designated by Medigus is to be elected for as long as Medigus, continues to beneficially own less than twenty percent and more than eight percent of the issued and outstanding capital stock of the Company. c. During 2021 and 2022 the Company received development services from Smartec R&D Ltd., a company owned by the Company’s CTO. Total compensation for the fiscal years ended December 31, 2021 and December 31, 2022 was $ 82 thousands and $ 117 thousands, respectively. d. During 2021 the Company received financial consultant services from Anona De Finance Ltd., a company owned by one of the Company’s directors. Total expenses for the fiscal years ended December 31, 2021 was approximately $ 37 thousands. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 - COMMITMENTS AND CONTINGENCIES The Company received approval from the Israel Innovation Authority (previously the Office of the Chief Scientist), (the “IIA”) to support and enhance the Company’s production line and capabilities in the next 12 months until May 2024. Pursuant to the agreement with the IIA relating to the program, the Company has to pay royalties of 3% to the IIA up to the amount IIA funding received and the accrued interest r epayment On June 12, 2023, the Company received an advance from the IIA in the amount of NIS 357 thousand (approximately $ 96 thousand), which was recorded as a short term liability in the other account payable account, since the Company may need to repay this advance to IIA in case its enhancement plans will not be completed or aborted. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company identified no subsequent events as of the date that the financial statements were issued. | NOTE 14 - SUBSEQUENT EVENTS : On March 16, 2023, the Company consummated Stock Purchase Agreements for a private placement with (i) Moshe Arkin through his individual retirement account and (ii) The Phoenix Insurance Company Ltd. and Shotfut Menayot Israel – Phoenix Amitim, in connection with the sale and issuance of an aggregate amount of 3,294,117 units (collectively, the “Units”), at a purchase price of $ 4.25 per Unit, and for an aggregate purchase price of $ 14,000,000 . Each Unit consists of: (i) one share of the Company’s common stock par value $ 0.001 per share (the “Common Stock”) and (ii) one warrant to purchase one share of Common Stock with an exercise price of $ 5.50 (the “Warrants”). The Warrants are immediately exercisable and will expire three years from the date of issuance and will be subject to customary adjustments. |
SHORT-TERM DEPOSITS
SHORT-TERM DEPOSITS | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SHORT-TERM DEPOSITS | NOTE 3 - SHORT-TERM DEPOSITS Short term investments as of December 31, 2022 include bank deposit bearing annual interest rates of 4 %, with maturities of up to 12 months. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5 - PROPERTY AND EQUIPMENT, NET : Property, plant and equipment, net consisted of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT NET 2022 2021 December 31, 2022 2021 USD in thousands Cost: Machinery and laboratory equipment 619 578 Leasehold improvements, office furniture and equipment 351 316 Computers and computer software 182 140 Total property and equipment, gross 1,152 1,034 Less: accumulated deprecation (504 ) (253 ) Total property and equipment, net 648 781 Depreciation expenses were $ 251 thousand and $ 114 thousand for the years ended December 31, 2022 and 2021, respectively. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
OTHER ACCRUED EXPENSES
OTHER ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
OTHER ACCRUED EXPENSES | NOTE 6 – OTHER ACCRUED EXPENSES : SCHEDULE OF OTHER ACCRUED EXPENSES 2022 2021 December 31, 2022 2021 USD in thousands Internal Revenue Services - 40 Accrued expenses 214 170 Total other accrued expenses 214 210 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 - INCOME TAXES : a. Basis of taxation 1. Tax rates applicable to the income of the Israeli subsidiary: ScoutCam is taxed according to Israeli tax laws. The Israeli corporate tax rate from the year 2018 and onwards is 23 %. 2. Tax rates applicable to the income of the U.S. company: The Company is taxed according to U.S. tax laws. The U.S. corporate tax rate from the year 2018 and onwards is 21 %. b. 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 COMPONENT OF DEFERRED TAX ASSET 2022 2021 December 31, 2022 2021 USD in thousands Operating loss carryforward 26,295 15,582 Net deferred tax asset before valuation allowance 6,069 3,595 Valuation allowance (6,069 ) (3,595 ) Net deferred tax - - As of December 31, 2022, the Company has provided a full valuation allowance of $ 6,069 thousand in respect of deferred tax assets resulting from tax loss carryforward and other temporary differences. Management currently believes that because the Company has a history of losses, it is more likely than not that the deferred tax regarding the loss carryforward and other temporary differences will not be realized in the foreseeable future. c. Available carryforward tax losses: As of December 31, 2022, the Company has an accumulated tax loss carryforward of approximately $ 26,295 thousand. Carryforward tax losses in Israel are of unlimited duration. Under the Tax Cut and Jobs Act of 2017, or the Tax Act (subject to modifications under the Coronavirus Aid, Relief, and Economic Security Act), federal net operating losses (NOL) incurred in taxable years ending after December 31, 2017 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited. It is uncertain if and to what extent various states will conform to the newly enacted federal tax law. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50 percentage point change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income or taxes may be limited. Such limitations may result in the expiration of net operating losses before utilization. d. The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes. e. As of December 31, 2021, ScoutCam owed NIS 740 thousand, (approximately $ 229 thousand) in additional taxes to the Israel Tax Authority following a VAT audit in Israel for 2019-2021. On November 18, 2021, ScoutCam filed an appeal to the Israeli Tax Authority on the finding of the VAT audit. Due to the uncertainty regarding the outcome of the appeal, the financial statements as of December 31, 2021 included a provision related to the additional taxes of $ 229 thousand, which was included in general and administrative expenses in the statement of operation report. In July 2022, ScoutCam reached an agreement with the Israeli Tax Authority, according to which the amount due in additional taxes was reduced to NIS 340 thousand (approximately $ 100 thousand). SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
RESEARCH AND DEVELOPMENT EXPENS
RESEARCH AND DEVELOPMENT EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES | NOTE 12 – RESEARCH AND DEVELOPMENT EXPENSES : SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2022 2021 Year ended December 31, 2022 2021 USD in thousands Salaries and related expense 2,034 894 Stock-based compensation 576 257 Materials and subcontractors 1,030 655 Depreciation 163 39 Travel expenses 73 - Vehicle expenses 75 26 Rent and maintenance and other expenses 246 131 Research and Development expenses 4,197 2,002 |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
General And Administrative Expenses | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 13 – GENERAL AND ADMINISTRATIVE EXPENSES : SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2022 2021 Year ended December 31, 2022 2021 USD in thousands Salaries and related expense 1,027 1,144 Stock-based compensation 903 1,483 Professional services 859 1,193 Patents 292 798 Depreciation 34 29 Insurance 337 386 Vehicle expenses 73 99 Rent and maintenance and other expenses 181 120 VAT provision (note 7e) (129 ) 229 General and Administrative expenses 3,577 5,481 |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Unaudited Interim Financial Statements | a. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Group’s Annual Report on Form 10-K for the year ended December 31, 2022. | |
Principles of Consolidation | b. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. | |
Use of estimates | c. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment, stock-based compensation, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates. SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | b. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates its assumptions on an ongoing basis, including those related to contingencies and inventory impairment, as well as estimates used in applying its revenue recognition policy. Actual results may differ from these estimates. |
Significant Accounting Policies | d. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. | |
Recent Accounting Pronouncements | e. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Group’s condensed consolidated financial statements. As of December 31, 2022 and 2021, no allowance for doubtful accounts was recorded. Israeli labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. Pursuant to Section 14 of the Severance Compensation Act, 1963 (“Section 14”), all of the ScoutCam’s employees in Israel are entitled to a monthly contribution, at a rate of 8.33 % of their monthly salary, made in their name with insurance companies. Contributions under Section 14 relieve ScoutCam from any future severance payment obligation with respect to those employees. The aforementioned contributions are not recorded as an asset on the Company’s balance sheet and there is no liability recorded, as the Company does not have a future obligation to make any additional payments. | |
Basis of preparation | a. Basis of preparation : The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles in the United States (“U.S. GAAP”) applied on a consistent basis. | |
Functional currency | c. Functional currency A majority of ScoutCam’s revenues are generated in U.S. dollars. The substantial majority of ScoutCam costs are incurred in U.S. dollars and New Israeli Shekels (“NIS”). ScoutCam management believes that the U.S. dollar is the currency of the primary economic environment in which ScoutCam operates. Thus, the functional currency of ScoutCam is the U.S. dollar. Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Balances in non-U.S. dollar currencies are translated into U.S. dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-U.S. dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions exchange rates at transaction dates and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) historical exchange rates. Currency transaction gains and losses are presented in financial income or expenses, as appropriate. | |
Cash and Cash Equivalents | d. Cash and Cash Equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. | |
Short-term bank deposits | e. Short-term bank deposits Bank deposits with maturities of more than three months but less than one year are included in short-term bank deposits. Such short-term bank deposits are stated at cost which approximates fair market value. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : | |
Accounts receivable | f. Accounts receivable Accounts receivable are presented in the Company’s consolidated balance sheets net of allowance for doubtful accounts. The Company estimates the collectability of its accounts receivable balances and adjusts its allowance for doubtful accounts accordingly. When revenue recognition criteria are not met for a sale transaction that has been billed, the Company does not recognize deferred revenues or the related account receivable. As of December 31, 2022 and 2021, no allowance for doubtful accounts was recorded. | |
Property and equipment | g. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives. The annual depreciation rates are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES % Machinery and laboratory equipment 10 %- 15 % Office furniture and equipment 10 % Computers and computer software 33 % Leasehold improvements Over the shorter of the lease term (including options if any) or useful life | |
Severance pay | h. Severance pay Israeli labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. Pursuant to Section 14 of the Severance Compensation Act, 1963 (“Section 14”), all of the ScoutCam’s employees in Israel are entitled to a monthly contribution, at a rate of 8.33 % of their monthly salary, made in their name with insurance companies. Contributions under Section 14 relieve ScoutCam from any future severance payment obligation with respect to those employees. The aforementioned contributions are not recorded as an asset on the Company’s balance sheet and there is no liability recorded, as the Company does not have a future obligation to make any additional payments. The asset and the liability for severance pay presented in the balance sheets reflects employees that began employment prior to automatic application of Section 14. The severance pay liability of ScoutCam to its employees that began employment prior to automatic application of Section 14 is based upon the number of years of service and the latest monthly salary of such employees and is partly covered by regular deposits with recognized pension funds and deposits with severance pay funds. Under labor laws, these deposits are in the employees’ names and, subject to certain limitations, are the property of the employees. ScoutCam records the obligation as if it were payable at each balance sheet date on an undiscounted basis. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : | |
Stock-Based Compensation | i. Stock-Based Compensation The Company measures and recognizes compensation expense for its equity classified stock-based awards granted under its plan based on estimated fair values on the grant dates. The Company calculates the estimated fair value of option awards on the grant date using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires a number of assumptions, of which the most significant are the stock price volatility and the expected option term. The Company’s expected dividend rate is zero since the Company does not currently pay cash dividends on its stocks and does not anticipate doing so in the foreseeable future. Each of the above factors requires the Company to use judgment and make estimates in determining the percentages and time periods used for the calculation. If the Company were to use different percentages or time periods, the estimated fair value of option awards could be materially different. The Company recognizes stock-based compensation cost for option awards on an accelerated basis over the employee’s requisite service period, net of estimated forfeitures. | |
Inventories | j. Inventories Inventories include raw materials, inventory in process and finished products and are valued at the lower of cost or net realizable value. Inventories are stated at a lower of cost, determined by the first-in, first-out method, or market based on net realizable value . Costs of purchased raw materials and inventory in process include costs of design, raw materials, direct labor, other direct costs and fixed production overheads. The inventories are adjusted for estimated excess and obsolescence and written down to net realizable value based upon estimates of future demand, technology developments and market conditions. | |
Revenue recognition | k. Revenue recognition a) Revenue measurement The Company’s revenues are measured according to the ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are measured according to the amount of consideration that the Company expects to be entitled to receive in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. Revenues are presented net of VAT. b) Revenue recognition The Company recognizes revenue when a customer obtains control over promised goods or services. For each performance obligation, the Company determines at contract inception whether it satisfies the performance obligation over time or satisfies the performance obligation at a point in time. Performance obligations are satisfied over time if one of the following criteria is met: SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : (a) the customer simultaneously receives and consumes the benefits provided by the Company’s performance; (b) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (c) the Company’s performance does not create an asset with an alternative use for the Company and the Company has an enforceable right to payment for performance completed to date. If a performance obligation is not satisfied over time, a Company satisfies the performance obligation at a point in time. The transaction price is allocated to each distinct performance obligations on a relative standalone selling price (“SSP”) basis and revenue is recognized for each performance obligation when control has passed. In most cases, the Company is able to establish SSP based on the observable prices of services sold separately in comparable circumstances to similar customers and for products based on the Company’s best estimates of the price at which the Company would have sold the product regularly on a stand-alone basis. The Company reassesses the SSP on a periodic basis or when facts and circumstances change. Product Revenue Revenues from product sales are recognized at a point in time when the customer obtains control of the Company’s product, typically upon shipment to the customer. Indirect taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. Service Revenue The Company also generates revenues from development services. Revenue from development services is recognized over the period of the applicable service contract. To the extent development services are not distinct from the performance obligation relating to the subsequent mass production phase of the prototype under development, revenue from these services is deferred until commencement of the production phase of the project and are then recognized over the expected term production. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : | |
Cost of revenues | l. Cost of revenues Cost of revenue consists of products purchased from sub-contractors, raw materials for in-house assembly line, shipping and handling costs to customers, salary, employee-related expenses, depreciation and overhead expenses. Cost of revenues are expensed commensurate with the recognition of the respective revenues. Costs deferred in respect of deferral of revenues are recorded as contract fulfilment assets on the Company’s balance sheet and are written down to the extent the contract is expected to incur losses. | |
Research and development costs | m. Research and development costs Research and development costs are expensed as incurred and includes salaries and employee-related expenses, overhead expenses, material, and third-party contractors’ charges. | |
Income taxes | n. Income taxes Income taxes are accounted for using the asset and liability approach under ASC-740, “Income Taxes”. The asset and liability approach requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of current and deferred tax liabilities and assets is based on provisions of the relevant tax law. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. Uncertain tax positions are accounted for in accordance with the provisions of ASC 740-10, under which a company may recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by the taxation authorities, based on the technical merits of the position, at the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Interest and penalties, if any, related to unrecognized tax benefits are recognized in tax expense. The Company and ScoutCam provide a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. | |
Legal contingencies | o. Legal contingencies From time to time, the Company and its subsidiary become involved in legal proceedings or are subject to claims arising in their ordinary course of business. Such matters are generally subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues for contingencies when the loss is probable and can reasonably estimate the amount of any such loss. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | |
Basic and diluted net loss per common stock | p. Basic and diluted net loss per common stock : Basic net loss per common stock is computed by dividing net loss, as adjusted, to include the weighted average number of shares of common stock outstanding during the year. Diluted net loss per common stock is computed by dividing net loss, as adjusted, by the weighted average number of shares of common stock outstanding during the year, plus the number of shares of common stock that would have been outstanding if all potentially dilutive shares of common stock had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”. All outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years ended December 31, 2022 and December 31, 2021, since all such securities have an anti-dilutive effect. | |
Leases | q. Leases In accordance with ASC 842, the Company determines whether an arrangement is or contains a lease based on the facts and circumstances present at inception of an arrangement. An arrangement is or contains a lease if the arrangement conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Arrangements that are determined to be leases at inception are recognized in long-term right-of-use assets (“ROU”) assets and short and long-term lease liabilities in the consolidated balance sheet at lease commencement. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future fixed lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at commencement date in determining the present value of future payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases or payments are recognized on a straight-line basis over the lease term. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES | SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES | The annual depreciation rates are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES % Machinery and laboratory equipment 10 %- 15 % Office furniture and equipment 10 % Computers and computer software 33 % Leasehold improvements Over the shorter of the lease term (including options if any) or useful life |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Leases | ||
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES | Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES June 30, 2023 June 30, 2022 Six months ended June 30, 2023 June 30, 2022 USD in thousands Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 119 136 | Supplemental cash flow information related to operating leases during the period presented was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 2022 2021 Year ended December 31, 2022 2021 USD in thousands Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 261 202 |
SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES | SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES Operating leases USD in thousands Remainder of 2023 120 2024 231 2025 188 2026 83 Total future lease payments 622 Less imputed interest (51 ) Total lease liability balance 571 | The maturities of lease liabilities under operating leases as of December 31, 2022 are as follows: SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES USD in thousands 2023 206 2024 54 2025 16 Total undiscounted lease payments 276 Less: Imputed interest (13 ) Total lease liabilities 263 |
SCHEDULE OF LEASE TERM AND DISCOUNT RATE RELATED TO OPERATING LEASES | Lease term and discount rate related to operating leases as of the period presented were as follows: SCHEDULE OF LEASE TERM AND DISCOUNT RATE RELATED TO OPERATING LEASES December 31, 2022 2021 USD in thousands Weighted-average remaining lease term (in years) 0.84 0.76 Weighted-average discount rate 6 % 6 % |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK | As of June 30, 2023, the Company had the following outstanding warrants to purchase common stock: SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK Number of Shares of Exercise Price common stock Issuance Expiration Per Share Underlying Warrant Date Date ($) Warrants March 2021 Warrant March 29, 2021 March 31, 2026 10.35 2,469,156 March 2023 Warrant March 27, 2023 March 26, 2026 5.50 3,294,117 5,763,273 | As of December 31, 2022, the Company had the following outstanding warrants to purchase common stock: SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK Warrant Issuance Date Expiration Date Exercise Price Number of Shares March 2021 Warrant March 29, 2021 March 31, 2026 10.350 2,469,156 2,469,156 |
SCHEDULE OF SHARE-BASED PAYMENT, STOCK OPTIONS, VALUATION ASSUMPTIONS | The fair value of each option was estimated as of the date of grant or reporting period using the Black-Scholes option-pricing model, using the following assumptions: SCHEDULE OF SHARE-BASED PAYMENT, STOCK OPTIONS, VALUATION ASSUMPTIONS Six months ended June 30, 2023 Underlying value of ordinary shares ($) 5 Exercise price ($) 4.5 Expected volatility (%) 37.5 % Term of the options (years) 7 Risk-free interest rate 3.94 % | SCHEDULE OF SHARE-BASED PAYMENT, STOCK OPTIONS, VALUATION ASSUMPTIONS Year ended December 31, 2022 Year ended December 31, 2021 Underlying value of shares ($) 5.00 - 7.20 7.65 - 10.35 Exercise price ($) 4.5 2.61 - 7.2 Expected volatility (%) 40% 46% - 49% Term of the options (years) 7 7 Risk-free interest rate (%) 1.98 %- 3.95% 0.78% - 1.51% |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table summarizes stock option activity for the six months ended June 30, 2023: SCHEDULE OF STOCK OPTION ACTIVITY For the Six months ended June 30, 2023 Weighted average Amount of exercise options price $ Outstanding at beginning of period 1,560,040 3.64 Granted 57,000 4.50 Fortfeited (20,365 ) 3.47 Outstanding at end of period 1,596,675 3.68 Vested at end of period 978,486 3.11 | The following summarizes stock option activity: SCHEDULE OF STOCK OPTION ACTIVITY Amount of options Weighted average exercise price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) $ $ in thousands Outstanding - December 31, 2020 737,049 2.61 6.23 2,446 Granted 648,712 4.09 - - Forfeited (132,207 ) 3.34 - - Outstanding - December 31, 2021 1,253,554 3.31 5.65 5,884 Granted 479,000 4.50 - - Forfeited (172,514 ) 3.57 - - Outstanding - December 31, 2022 1,560,040 3.64 5.17 2,116 Options Exercisable - December 31, 2022 838,994 3.10 4.24 1,595 |
SCHEDULE OF TOTAL SHARE-BASED PAYMENT EXPENSES | The following table sets forth the total stock-based payment expenses resulting from options granted, included in the statements of operation and comprehensive income: SCHEDULE OF TOTAL SHARE-BASED PAYMENT EXPENSES Six months ended June 30, 2023 USD in thousands Cost of revenues 5 Research and development 265 Sales and marketing expenses 62 General and administrative 353 Total expenses 685 | |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
SCHEDULE OF STOCK OPTION ACTIVITY | The following table summarizes RSU activity for the three months ended June 30, 2023: SCHEDULE OF STOCK OPTION ACTIVITY For the Six months ended June 30, 2023 Weighted Average Amount of Grant Date Fair Value RSUs per Share $ Outstanding at beginning of period 50,000 6.32 Vested (20,830 ) 6.32 Unvested and Outstanding at end of period 29,170 6.32 | The following table summarizes RSU activity for December 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Amount of RSU Weighted Average Grant Date Fair Value per Share Weighted Average Remaining Contractual Term (years) $ Outstanding - December 31, 2021 - - - Granted 110,000 6.8 - Forfeited (60,000 ) 7.2 - Unvested and Outstanding - December 31, 2022 50,000 6.32 6.44 |
REVENUES (Tables)
REVENUES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
SCHEDULE OF DISAGGREGATION OF REVENUE | SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Six months ended June 30, 2023 2023 2022 USD in thousands Development Services (*) 211 106 Products 766 266 Revenue 977 372 (*) During the second quarter of 2022, the Company completed the development of the product relating to a customer-specific project for a Fortune 500 multinational healthcare corporation and moved from the development phase of the project to its production phase. As a result, during the six months ended June 2023, the Company recognized development services revenues and related development costs that had been previously deferred, in the amount of $ 211 seven years In addition, following the commencement of the production phase, the Company recognized product revenues of $ 722 thousand during the six months ended June 2023 from the sale of units of the product developed in the context of these development services. | SCHEDULE OF DISAGGREGATION OF REVENUE Year ended on 2022 2021 USD in thousands Development Services (customer A) (*) 317 - Products 348 387 665 387 (*) During the second quarter of 2022, the Company completed the development of the product relating to a customer-specific project for a Fortune 500 multinational healthcare corporation (“Customer A”) and moved from the development phase of the project to its production phase. As a result, during the year ended December 31, 2022, the Company recognized development services revenues and related development costs that had been previously deferred, in the amounts of $ 317 180 In addition, following the commencement of the production phase, the Company recognized product revenues of $ 221 thousands during the year ended December 31, 2022 from the sale of units of the product developed in the context of these development services. |
SCHEDULE OF CONTRACT FULFILLMENT ASSETS AND CONTRACT LIABILITIES | The Company’s contract fulfillment assets and contract liabilities as of June 30, 2023 and December 31, 2022 were as follows: SCHEDULE OF CONTRACT FULFILLMENT ASSETS AND CONTRACT LIABILITIES June 30, December 31, 2023 2022 USD in thousands Contract fulfillment assets 1,376 1,495 Contract liabilities 2,961 3,644 Contract liabilities include advance payments, which are primarily related to advanced billings for development services. The change in contract fulfillment assets: June 30, December 31, 2023 2022 USD in thousands Balance at beginning of year 1,495 1,675 Additions during the year Contract costs recognized during the period (119 ) (180 ) Balance at end of year 1,376 1,495 The change in contract liabilities: June 30, December 31, 2023 2022 USD in thousands Balance at beginning of year 3,644 2,420 Deferred revenue relating to new sales - 1,613 Revenue recognized during the year (683 ) (389 ) Balance at end of year 2,961 3,644 | SCHEDULE OF CONTRACT FULFILLMENT ASSETS AND CONTRACT LIABILITIES 2022 2021 December 31, 2022 2021 USD in thousands Contract fulfillment assets: 1,495 1,675 Contract liabilities 3,644 2,420 The change in contract fulfillment assets: 2022 2021 December 31, 2022 2021 USD in thousands Balance at beginning of year 1,675 1,130 Additions during the year - 545 Contract costs recognized during the period (180 ) - Balance at end of year 1,495 1,675 The change in contract liabilities: 2022 2021 December 31, 2022 2021 USD in thousands Balance at beginning of year 2,420 848 Deferred revenue relating to new sales 1,613 1,641 Revenue recognized during the year (389 ) (69 ) Balance at end of year 3,644 2,420 |
SCHEDULE OF REVENUES WITHIN GEOGRAPHIC AREAS | The following is a summary of revenues within geographic areas: SCHEDULE OF REVENUES WITHIN GEOGRAPHIC AREAS 2022 2021 Year ended on 2022 2021 USD in thousands United States 553 273 United Kingdom 65 48 Israel - 19 Other 47 47 Revenue 665 387 | |
SCHEDULE OF MAJOR CUSTOMER BREAKDOWN OF COMPANY’S REVENUE | Set forth below is a breakdown of Company’s revenue by major customers (major customer –revenues from these customers constituted at least 10% of total revenues in a certain year): SCHEDULE OF MAJOR CUSTOMER BREAKDOWN OF COMPANY’S REVENUE Year ended on December 31, 2022 2021 USD in thousands Customer A 538 - Customer B - 199 Customer C 65 48 |
INVENTORY (Tables)
INVENTORY (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
SCHEDULE OF INVENTORY | Composed as follows: SCHEDULE OF INVENTORY June 30, December 31, 2023 2022 USD in thousands Raw materials and supplies 563 438 Work in progress 42 148 Finished goods 119 44 Inventory Net 724 630 | SCHEDULE OF INVENTORY 2022 2021 December 31, 2022 2021 USD in thousands Raw materials and supplies 438 99 Work in progress 148 2 Finished goods 44 66 Inventory Net 630 167 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
SCHEDULE OF BALANCES WITH RELATED PARTIES | a. Balances with related parties SCHEDULE OF BALANCES WITH RELATED PARTIES June 30 , December 31, USD in thousands Directors (directors’ accrued compensation) 38 48 Smartec R&D Ltd. (see b below) 9 10 Related parties 47 58 b. During six months ended June 30, 2023 the Company received development services from Smartec R&D Ltd., a company owned by the Company’s CTO. Total compensation during the six months ended June 30, 2023 and June 30, 2022 were approximately $ 29 thousands and $ 55 thousands, respectively. | a. Related Parties Balances: SCHEDULE OF BALANCES WITH RELATED PARTIES December 31, 2022 2021 USD in thousands Directors (directors’ accrued compensation) 48 - Smartec R&D Ltd. (see note 8c) 10 - Medigus - 39 58 39 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT NET | Property, plant and equipment, net consisted of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT NET 2022 2021 December 31, 2022 2021 USD in thousands Cost: Machinery and laboratory equipment 619 578 Leasehold improvements, office furniture and equipment 351 316 Computers and computer software 182 140 Total property and equipment, gross 1,152 1,034 Less: accumulated deprecation (504 ) (253 ) Total property and equipment, net 648 781 |
OTHER ACCRUED EXPENSES (Tables)
OTHER ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER ACCRUED EXPENSES | SCHEDULE OF OTHER ACCRUED EXPENSES 2022 2021 December 31, 2022 2021 USD in thousands Internal Revenue Services - 40 Accrued expenses 214 170 Total other accrued expenses 214 210 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENT OF DEFERRED TAX ASSET | SCHEDULE OF COMPONENT OF DEFERRED TAX ASSET 2022 2021 December 31, 2022 2021 USD in thousands Operating loss carryforward 26,295 15,582 Net deferred tax asset before valuation allowance 6,069 3,595 Valuation allowance (6,069 ) (3,595 ) Net deferred tax - - |
RESEARCH AND DEVELOPMENT EXPE_2
RESEARCH AND DEVELOPMENT EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES | SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2022 2021 Year ended December 31, 2022 2021 USD in thousands Salaries and related expense 2,034 894 Stock-based compensation 576 257 Materials and subcontractors 1,030 655 Depreciation 163 39 Travel expenses 73 - Vehicle expenses 75 26 Rent and maintenance and other expenses 246 131 Research and Development expenses 4,197 2,002 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
General And Administrative Expenses | |
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES | SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2022 2021 Year ended December 31, 2022 2021 USD in thousands Salaries and related expense 1,027 1,144 Stock-based compensation 903 1,483 Professional services 859 1,193 Patents 292 798 Depreciation 34 29 Insurance 337 386 Vehicle expenses 73 99 Rent and maintenance and other expenses 181 120 VAT provision (note 7e) (129 ) 229 General and Administrative expenses 3,577 5,481 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) $ in Thousands | Aug. 09, 2021 | Dec. 30, 2019 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Retained Earnings (Accumulated Deficit) | $ 30,324 | $ 24,762 | $ 15,294 | |||
Stockholders' Equity, Reverse Stock Split | nine-to-one | |||||
Medigus [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 18.45% | |||||
Medigus [Member] | Exchange Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 100% | |||||
[custom:PercentageOfExchangeForSharesIssuedAndOutstandingShareCapital] | 60% |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 0 | |
[custom:MonthlySalaryPercentage] | 8.33% |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||||
Operating cash flows from operating leases | $ 119 | $ 136 | $ 261 | $ 202 |
SCHEDULE OF MATURITIES LEASE LI
SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | |||
2023 | $ 120 | $ 206 | |
2024 | 231 | 54 | |
2025 | 188 | 16 | |
2026 | 83 | ||
Total future lease payments | 622 | 276 | |
Less: Imputed interest | (51) | (13) | |
Total lease liabilities | $ 571 | $ 263 | $ 459 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jan. 02, 2022 | Dec. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Operating Lease, Payments | $ 119 | $ 136 | $ 261 | $ 202 | ||||
Operating Lease, Weighted Average Remaining Lease Term | 10 months 2 days | 10 months 24 days | 10 months 2 days | 9 months 3 days | ||||
Operating Lease, Weighted Average Discount Rate, Percent | 6% | 6% | 6% | 6% | ||||
Operating Lease, Right-of-Use Asset | $ 307 | $ 653 | $ 307 | $ 482 | ||||
Operating Lease, Liability | $ 263 | $ 571 | 263 | 459 | ||||
Sublease Income | 3 | |||||||
Operating Lease, Expense | $ 264 | $ 202 | ||||||
Lease Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Lessee, Operating Lease, Description | Odysight.ai entered into a lease agreement for office space in Ramat Gan, Israel. The agreement is for 12 months beginning on December 14, 2022 and the Company has an option to extend the lease period for an additional one year. The Company does not expect to extend the lease period | In March 2021, Odysight.ai entered into a lease agreement for additional office space in Omer, Israel (“additional space”), with the term for such agreement is ending December 31, 2023 | Odysight.ai entered into a lease agreement for office space in Omer, Israel (“original space”), with the 36-month term for such agreement beginning on January 1, 2021 | ScoutCam entered into a lease agreement for office space in Ramat Gan, Israel. The agreement is for 12 months beginning on December 14, 2022. | ||||
Operating Lease, Payments | $ 12 | $ 3 | $ 7 | |||||
Sublease Income | $ 3 | |||||||
Lease Agreement [Member] | ISRAEL | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Lessee, Operating Lease, Description | ScoutCam entered into a lease agreement for office space in Omer, Israel. The agreement is for 36 months beginning January 1, 2021. |
SCHEDULE OF STOCK WARRANTS OUTS
SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Warrant March 2021 [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant, issuance date | Mar. 29, 2021 | Mar. 29, 2021 |
Warrants and Rights Outstanding, Maturity Date | Mar. 31, 2026 | Mar. 31, 2026 |
Warrant exercise price per share | $ 10.35 | $ 10.350 |
Number of shares of common stock underlying warrants | 2,469,156 | 2,469,156 |
Warrant March Two Thousand Twenty Three [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant, issuance date | Mar. 27, 2023 | |
Warrants and Rights Outstanding, Maturity Date | Mar. 26, 2026 | |
Warrant exercise price per share | $ 5.50 | |
Number of shares of common stock underlying warrants | 3,294,117 | |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of shares of common stock underlying warrants | 5,763,273 | 2,469,156 |
SCHEDULE OF SHARE-BASED PAYMENT
SCHEDULE OF SHARE-BASED PAYMENT, STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Price | $ 5 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 4.5 | $ 4.5 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 37.50% | 40% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 7 years | 7 years | 7 years |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 3.94% | ||
Minimum [Member] | |||
Share Price | $ 5 | $ 7.65 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 2.61 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 46% | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.98% | 0.78% | |
Maximum [Member] | |||
Share Price | $ 7.20 | $ 10.35 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 7.2 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 49% | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 3.95% | 1.51% |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options, Outstanding at beginning of period | 1,560,040 | 1,253,554 | 737,049 | |
Weighted average exercise price, Outstanding at beginning of period | $ 3.64 | $ 3.31 | $ 2.61 | |
Options, outstanding, granted | 57,000 | 479,000 | 648,712 | |
Weighted average exercise price, Granted | $ 4.50 | $ 4.50 | $ 4.09 | |
Options, outstanding, cancelled | (20,365) | (172,514) | (132,207) | |
Weighted average exercise price, Cancelled | $ 3.47 | $ 3.57 | $ 3.34 | |
Options, Outstanding at ending of period | 1,596,675 | 1,560,040 | 1,253,554 | 737,049 |
Weighted average exercise price, Outstanding at end of period | $ 3.68 | $ 3.64 | $ 3.31 | $ 2.61 |
Options, outstanding, vested | 978,486 | |||
Weighted average exercise price, Vested at end of period | $ 3.11 | |||
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm1] | 6 years 2 months 23 days | |||
Aggregate Intrinsic Value, Outstanding at beginning of period | $ 2,116 | $ 5,884 | $ 2,446 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years 2 months 1 day | 5 years 7 months 24 days | ||
Aggregate Intrinsic Value, Outstanding at end of period | $ 2,116 | $ 5,884 | $ 2,446 | |
Options, Exercisable at end of period | 838,994 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 3.10 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 2 months 26 days | |||
Aggregate Intrinsic Value, Exercisable at end of period | $ 1,595 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options, Outstanding at beginning of period | 50,000 | |||
Options, outstanding, granted | 110,000 | |||
Options, outstanding, cancelled | (60,000) | |||
Options, Outstanding at ending of period | 29,170 | 50,000 | ||
Weighted average grant date fair value per share, begining of period | $ 6.32 | |||
Options, outstanding, vested | (20,830) | |||
Weighted average grant date fair value per share,vested | $ 6.32 | |||
Weighted average grant date fair value per share, unvested and outstanding ending balance | $ 6.32 | 6.32 | ||
Weighted average grant date fair value per share, granted | 6.8 | |||
Weighted average grant date fair value per share,vested | $ 7.2 | |||
Weighted average grant date fair value per share, unvested and outstanding ending balance | 6 years 5 months 8 days |
SCHEDULE OF TOTAL SHARE-BASED P
SCHEDULE OF TOTAL SHARE-BASED PAYMENT EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-based payment expenses | $ 337 | $ 685 | $ 685 | $ 1,457 | $ 1,638 | $ 2,030 |
Cost of Sales [Member] | ||||||
Stock-based payment expenses | 5 | |||||
Research and Development Expense [Member] | ||||||
Stock-based payment expenses | 265 | |||||
Selling and Marketing Expense [Member] | ||||||
Stock-based payment expenses | 62 | |||||
General and Administrative Expense [Member] | ||||||
Stock-based payment expenses | $ 353 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||
Mar. 16, 2023 | Dec. 23, 2021 | Mar. 29, 2021 | Jun. 23, 2020 | Jun. 22, 2020 | May 18, 2020 | Mar. 15, 2020 | Mar. 03, 2020 | Nov. 30, 2021 | Jun. 30, 2021 | Feb. 28, 2021 | Feb. 29, 2020 | Dec. 31, 2019 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 20, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 57,000 | 479,000 | 648,712 | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 127,000 | ||||||||||||||||||||||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||||||||||||
Proceeds from Warrant Exercises | $ 3,491,000 | ||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.50 | $ 4.50 | $ 4.09 | ||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 337,000 | $ 685,000 | $ 685,000 | $ 1,457,000 | $ 1,638,000 | $ 2,030,000 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Purchased for Award | 90,000 | ||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Prof Goldwasser [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 367,000 | $ 255,000 | |||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 45,000 | 83,334 | |||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 229,569 | 108,880 | 379,269 | ||||||||||||||||||||
Shares Issued, Price Per Share | $ 8.712 | $ 8.712 | $ 8.712 | ||||||||||||||||||||
Sale of Stock, Description of Transaction | Each unit was comprised of two shares of common stock par value $0.001 per share, one Warrant A (as described below) and two Warrants B (as described below) | Each unit was comprised of two shares of common stock par value $0.001 per share, one Warrant A (as described below) and two Warrants B (as described below) | |||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 3,300,000 | ||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 142,000 | ||||||||||||||||||||||
Equity Option [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.76 | ||||||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 1,450,000 | ||||||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 4 months 28 days | ||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 110,000 | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 748,000 | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 164,000 | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 1 year 1 month 24 days | ||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||||||||
Common Stock, Shares Authorized | 225,000,000 | ||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Warrant exercise price percentage | 3% | ||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||||
[custom:ExerciseOfWarrantsRequiredToInvestReturnForSharesOfCommonStock] | 250,000 | ||||||||||||||||||||||
[custom:ExerciseOfWarrantsRequiredNotToInvestReturnForSharesOfCommonStock] | $ 250,000 | ||||||||||||||||||||||
Investment C [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,469,156 | ||||||||||||||||||||||
Investors C [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10.35 | ||||||||||||||||||||||
Warrants and Rights Outstanding, Maturity Date | Mar. 31, 2026 | ||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 20,000,000 | ||||||||||||||||||||||
[custom:CommonStockExceedingPercentage-0] | 135% | ||||||||||||||||||||||
Director [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 75,855 | ||||||||||||||||||||||
Board of Directors Chairman [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 213,000 | $ 221,000 | |||||||||||||||||||||
Officer [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 400,000 | 335,987 | |||||||||||||||||||||
Employees, Directors and Service Providers [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 1,487,000 | $ 2,030,000 | |||||||||||||||||||||
2020 Share Incentive Plan [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 57,000 | 479,000 | 648,712 | ||||||||||||||||||||
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsGrantedWeightedAverageRemainingContractualTerm1] | 7 years | ||||||||||||||||||||||
2020 Share Incentive Plan [Member] | Minimum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsGrantedWeightedAverageRemainingContractualTerm1] | 3 years | ||||||||||||||||||||||
2020 Share Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsGrantedWeightedAverageRemainingContractualTerm1] | 4 years | ||||||||||||||||||||||
2020 Share Incentive Plan [Member] | Employees, Consultants, Directors and Other Service Providers [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 401,950 | 580,890 | 777,778 | ||||||||||||||||||||
2020 Share Incentive Plan [Member] | Board of Directors [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 64,099 | 1,000,000 | 777,778 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 523,000 | $ 871,000 | |||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Sale of Stock, Description of Transaction | Each unit was comprised of two shares of common stock par value $0.001 per share, one Warrant A (as described below) and two Warrants B (as described below) | ||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 2,000,000 | $ 948,000 | |||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 1,900,000 | $ 909,000 | |||||||||||||||||||||
Warrant A [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.355 | $ 5.355 | $ 5.355 | $ 5.355 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | 1 | 1 | 1 | |||||||||||||||||||
Warrants and Rights Outstanding, Term | 12 months | 18 months | 12 months | ||||||||||||||||||||
[custom:NumberOfWarrantsExercised] | 192,220 | 43,749 | 37,349 | 185,271 | 108,880 | 332,551 | |||||||||||||||||
[custom:NumberOfWarrantsUnexercised] | 46,718 | ||||||||||||||||||||||
Warrants and Rights Outstanding, Maturity Date | Dec. 30, 2020 | ||||||||||||||||||||||
Professional Fees | $ 45,000 | $ 53,000 | |||||||||||||||||||||
Warrant B [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.037 | $ 8.037 | $ 8.037 | $ 8.037 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,000 | 1 | 1 | 1 | |||||||||||||||||||
Warrants and Rights Outstanding, Term | 18 months | 24 months | 18 months | 18 months | |||||||||||||||||||
[custom:NumberOfWarrantsExercised] | 185,271 | ||||||||||||||||||||||
[custom:NumberOfWarrantsUnexercised] | 87,497 | 573,256 | 217,760 | ||||||||||||||||||||
Warrants and Rights Outstanding, Maturity Date | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 03, 2021 | ||||||||||||||||||||
Stock Purchase Agreements [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,294,117 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 4.25 | ||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 14,000,000 | ||||||||||||||||||||||
Stock Purchase Agreements [Member] | Common Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||||||||
Stock Purchase Agreements [Member] | Warrant [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.50 | ||||||||||||||||||||||
Line of Credit Facility, Expiration Period | 3 years | ||||||||||||||||||||||
Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 4.356 | ||||||||||||||||||||||
Letter Agreement [Member] | Common Stock [Member] | Medigus Ltd [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 381,136 | ||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 87,497 | ||||||||||||||||||||||
Letter Agreement [Member] | Warrant A [Member] | Medigus Ltd [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 43,749 | ||||||||||||||||||||||
Letter Agreement [Member] | Warrant B [Member] | Medigus Ltd [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 87,497 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenues | $ 674 | $ 370 | $ 977 | $ 372 | $ 665 | $ 387 | ||||
Service [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenues | 211 | [1] | 106 | [1] | 317 | [2] | [2] | |||
Product [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenues | $ 766 | $ 266 | $ 348 | $ 387 | ||||||
[1]During the second quarter of 2022, the Company completed the development of the product relating to a customer-specific project for a Fortune 500 multinational healthcare corporation and moved from the development phase of the project to its production phase. As a result, during the six months ended June 2023, the Company recognized development services revenues and related development costs that had been previously deferred, in the amount of $ 211 seven years 317 180 |
SCHEDULE OF DISAGGREGATION OF_2
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 674 | $ 370 | $ 977 | $ 372 | $ 665 | $ 387 |
Property, Plant and Equipment, Useful Life | 7 years | 7 years | ||||
Service [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 211 | |||||
Product [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 722 |
SCHEDULE OF CONTRACT FULFILLMEN
SCHEDULE OF CONTRACT FULFILLMENT ASSETS AND CONTRACT LIABILITIES (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Contract fulfillment assets: | $ 1,376 | $ 1,495 | $ 1,675 |
Contract liabilities | 2,961 | 3,644 | 2,420 |
Balance at beginning of year | 1,495 | 1,675 | 1,130 |
Additions during the year | 545 | ||
Contract costs recognized during the period | (119) | (180) | |
Balance at end of year | 1,376 | 1,495 | 1,675 |
Balance at beginning of year | 3,644 | 2,420 | 848 |
Deferred revenue relating to new sales | 1,613 | 1,641 | |
Revenue recognized during the year | (683) | (389) | (69) |
Balance at end of year | $ 2,961 | $ 3,644 | $ 2,420 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Revenue, Remaining Performance Obligation, Amount | $ 2,900 | $ 3,644 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | |||
Raw materials and supplies | $ 563 | $ 438 | $ 99 |
Work in progress | 42 | 148 | 2 |
Finished goods | 119 | 44 | 66 |
Inventory Net | $ 724 | $ 630 | $ 167 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventory Write-down | $ 0 | $ 0 |
SCHEDULE OF BALANCES WITH RELAT
SCHEDULE OF BALANCES WITH RELATED PARTIES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Directors [Member] | |||
Related Party Transaction [Line Items] | |||
Balances with related parties | $ 38 | $ 48 | |
Smartec R and D Ltd [Member] | |||
Related Party Transaction [Line Items] | |||
Balances with related parties | 9 | 10 | |
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Balances with related parties | $ 47 | 58 | 39 |
Medigus Ltd [Member] | |||
Related Party Transaction [Line Items] | |||
Balances with related parties | $ 39 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |||
May 18, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Compensation Expense, Excluding Cost of Good and Service Sold | $ 29 | $ 55 | $ 117 | $ 82 | |
Related Party Transaction, Amounts of Transaction | $ 37 | ||||
M. Arkin [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 229,569 | ||||
Shares Issued, Price Per Share | $ 8.712 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) ₪ in Thousands, $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 12, 2023 USD ($) | Jun. 12, 2023 ILS (₪) | |
Commitments and Contingencies Disclosure [Abstract] | |||
[custom:RoyaltiesAgreementDescription] | Pursuant to the agreement with the IIA relating to the program, the Company has to pay royalties of 3% to the IIA up to the amount IIA funding received and the accrued interest r | ||
Advance Royalties | $ 96 | ₪ 357 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
[custom:PropertyPlantAndEquipmentAnnualDepreciationRates] | 10% |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
[custom:PropertyPlantAndEquipmentAnnualDepreciationRates] | 15% |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
[custom:PropertyPlantAndEquipmentAnnualDepreciationRates] | 10% |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
[custom:PropertyPlantAndEquipmentAnnualDepreciationRates] | 33% |
SHORT-TERM DEPOSITS (Details Na
SHORT-TERM DEPOSITS (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt Instrument, Interest Rate, Stated Percentage | 4% |
Debt Instrument, Term | 12 months |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT NET (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | $ 1,152 | $ 1,034 | |
Less: accumulated deprecation | (504) | (253) | |
Total property and equipment, net | $ 513 | 648 | 781 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 619 | 578 | |
Leasehold Improvements Office Furniture And Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 351 | 316 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | $ 182 | $ 140 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation | $ 37 | $ 53 | $ 192 | $ 103 | $ 251 | $ 114 |
SCHEDULE OF OTHER ACCRUED EXPEN
SCHEDULE OF OTHER ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Internal Revenue Services | $ 40 | |
Accrued expenses | 214 | 170 |
Total other accrued expenses | $ 214 | $ 210 |
SCHEDULE OF COMPONENT OF DEFERR
SCHEDULE OF COMPONENT OF DEFERRED TAX ASSET (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforward | $ 26,295 | $ 15,582 |
Net deferred tax asset before valuation allowance | 6,069 | 3,595 |
Valuation allowance | (6,069) | (3,595) |
Net deferred tax |
SCHEDULE OF DISAGGREGATION OF_3
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Service [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Development Costs, Period Cost | $ 317 |
Related Development Costs [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Development Costs, Period Cost | 180 |
Product [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Development Costs, Period Cost | $ 221 |
SCHEDULE OF REVENUES WITHIN GEO
SCHEDULE OF REVENUES WITHIN GEOGRAPHIC AREAS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUES | $ 674 | $ 370 | $ 977 | $ 372 | $ 665 | $ 387 |
UNITED STATES | ||||||
REVENUES | 553 | 273 | ||||
UNITED KINGDOM | ||||||
REVENUES | 65 | 48 | ||||
ISRAEL | ||||||
REVENUES | 19 | |||||
Other [Member] | ||||||
REVENUES | $ 47 | $ 47 |
SCHEDULE OF MAJOR CUSTOMER BREA
SCHEDULE OF MAJOR CUSTOMER BREAKDOWN OF COMPANY’S REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | $ 674 | $ 370 | $ 977 | $ 372 | $ 665 | $ 387 |
Customer A [Member] | ||||||
Revenues | 538 | |||||
Customer B [Member] | ||||||
Revenues | 199 | |||||
Customer C [Member] | ||||||
Revenues | $ 65 | $ 48 |
SCHEDULE OF LEASE TERM AND DISC
SCHEDULE OF LEASE TERM AND DISCOUNT RATE RELATED TO OPERATING LEASES (Details) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | |||
Operating Lease, Weighted Average Remaining Lease Term | 10 months 24 days | 10 months 2 days | 9 months 3 days |
Operating Lease, Weighted Average Discount Rate, Percent | 6% | 6% | 6% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) ₪ in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 USD ($) | Dec. 31, 2021 ILS (₪) | Jul. 31, 2022 USD ($) | Jul. 31, 2022 ILS (₪) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Operating Loss Carryforwards [Line Items] | ||||||||||
Deferred Tax Assets, Gross | $ 3,595 | $ 6,069 | $ 3,595 | |||||||
Operating Loss Carryforwards | 15,582 | 26,295 | 15,582 | |||||||
Income Tax Expense (Benefit) | ||||||||||
General and Administrative Expense [Member] | ||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Value Added Tax Receivable | 229 | $ 229 | ||||||||
Israel Tax Authority [Member] | ||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Income Tax Expense (Benefit) | $ 100 | |||||||||
Israel Tax Authority [Member] | Agreement [Member] | ||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Income Tax Expense (Benefit) | ₪ | ₪ 340 | |||||||||
Israel Tax Authority [Member] | Tax Year 2021 [Member] | ||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Income Tax Expense (Benefit) | $ 229 | ₪ 740 | ||||||||
Foreign Tax Authority [Member] | ||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 23% | |||||||||
Domestic Tax Authority [Member] | ||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% |
SCHEDULE OF RESEARCH AND DEVELO
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Research and Development [Abstract] | ||||||
Salaries and related expense | $ 2,034 | $ 894 | ||||
Stock-based compensation | 576 | 257 | ||||
Materials and subcontractors | 1,030 | 655 | ||||
Depreciation | 163 | 39 | ||||
Travel expenses | 73 | |||||
Vehicle expenses | 75 | 26 | ||||
Rent and maintenance and other expenses | 246 | 131 | ||||
Research and Development expenses | $ 1,355 | $ 1,021 | $ 2,753 | $ 1,975 | $ 4,197 | $ 2,002 |
SCHEDULE OF GENERAL AND ADMINIS
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
General And Administrative Expenses | ||||||
Salaries and related expense | $ 1,027 | $ 1,144 | ||||
Stock-based compensation | 903 | 1,483 | ||||
Professional services | 859 | 1,193 | ||||
Patents | 292 | 798 | ||||
Depreciation | 34 | 29 | ||||
Insurance | 337 | 386 | ||||
Vehicle expenses | 73 | 99 | ||||
Rent and maintenance and other expenses | 181 | 120 | ||||
VAT provision (note 7e) | (129) | 229 | ||||
General and Administrative expenses | $ 1,168 | $ 1,166 | $ 2,126 | $ 2,452 | $ 3,577 | $ 5,481 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 16, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |
Stock Purchase Agreements [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 3,294,117 | |||
Shares Issued, Price Per Share | $ 4.25 | |||
Stock Issued During Period, Value, New Issues | $ 14,000,000 | |||
Stock Purchase Agreements [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||
Stock Purchase Agreements [Member] | Warrant [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.50 | |||
Line of Credit Facility, Expiration Period | 3 years | |||
Subsequent Event [Member] | Stock Purchase Agreements [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 3,294,117 | |||
Shares Issued, Price Per Share | $ 4.25 | |||
Stock Issued During Period, Value, New Issues | $ 14,000,000 | |||
Subsequent Event [Member] | Stock Purchase Agreements [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||
Subsequent Event [Member] | Stock Purchase Agreements [Member] | Warrant [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.50 | |||
Line of Credit Facility, Expiration Period | 3 years |