Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information Line Items | |
Entity Registrant Name | Scinai Immunotherapeutics Ltd. |
Trading Symbol | SCNI |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 1,857,169,984 |
Amendment Flag | false |
Entity Central Index Key | 0001611747 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-37353 |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Address Line One | Jerusalem BioPark |
Entity Address, Address Line Two | 2nd floor |
Entity Address, Address Line Three | Hadassah Ein Kerem Campus |
Entity Address, City or Town | Jerusalem |
Entity Address, Country | IL |
Title of 12(b) Security | American Depositary Shares, each representing 400 ordinary share, no par value |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | U.S. GAAP |
Auditor Firm ID | 1309 |
Auditor Name | KOST FORER GABBAY & KASIERER |
Auditor Location | Tel-Aviv, Israel |
Entity Address, Postal Zip Code | 00000 |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | Jerusalem BioPark |
Entity Address, Address Line Two | 2nd floor |
Entity Address, Address Line Three | Hadassah Ein Kerem Campus |
Entity Address, City or Town | Jerusalem |
Entity Address, Country | IL |
Contact Personnel Name | Amir Reichman |
City Area Code | +972 |
Local Phone Number | 8-930-2529 |
Entity Address, Postal Zip Code | 00000 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 4,870 | $ 14,075 |
Restricted cash | 140 | 140 |
Prepaid expenses and other receivables | 437 | 155 |
Total current assets | 5,447 | 14,370 |
NON-CURRENT ASSETS: | ||
Property, plant and equipment, net | 10,825 | 11,245 |
Operating lease right-of-use assets | 1,200 | 1,452 |
Total non-current assets | 12,025 | 12,697 |
Total assets | 17,472 | 27,067 |
CURRENT LIABILITIES: | ||
Trade payables | 535 | 716 |
Operating lease liabilities | 396 | 382 |
Other payables | 849 | 1,240 |
Total current liabilities | 1,780 | 2,338 |
NON-CURRENT LIABILITIES: | ||
Warrants liability | 96 | 5,329 |
Loan from others | 19,368 | 20,082 |
Non-current operating lease liabilities | 797 | 1,078 |
Total non-current liabilities | 20,261 | 26,489 |
SHAREHOLDERS’ DEFICIT: | ||
Ordinary shares of no par value: Authorized: 20,000,000,000 shares at December 31, 2023 and 20,000,000,000 at December 31, 2022; Issued and outstanding 1,857,169,984 shares at December 31, 2023 and 989,290,784 shares at December 31, 2022 | ||
Additional paid-in capital | 119,506 | 116,082 |
Accumulated deficit | (122,335) | (115,835) |
Accumulated other comprehensive loss | (1,740) | (2,007) |
Total shareholders’ deficit | (4,569) | (1,760) |
Total liabilities and shareholders’ deficit | $ 17,472 | $ 27,067 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Ordinary shares of no par value (in Dollars per share) | $ 0 | $ 0 |
Ordinary shares, authorized | 20,000,000,000 | 20,000,000,000 |
Ordinary shares, issued | 1,857,169,984 | 989,290,784 |
Ordinary shares, outstanding | 1,857,169,984 | 989,290,784 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Research and development expenses, net | $ 5,210 | $ 5,765 | $ 3,249 |
Marketing, general and administrative expenses | 4,505 | 5,296 | 7,625 |
Other income | (9) | (12) | |
Total operating expenses | 9,706 | 11,061 | 10,862 |
Total operating loss | 9,706 | 11,061 | 10,862 |
Total financial income, net | (3,206) | (5,265) | (2,656) |
Net loss | $ 6,500 | $ 5,796 | $ 8,206 |
Net loss per share attributable to ordinary shareholders, basic and diluted (in Dollars per share) | $ (0.004) | $ (0.01) | $ (0.02) |
Weighted average number of shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted (in Shares) | 1,562,627,495 | 754,076,407 | 564,575,967 |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Net loss per share attributable to ordinary shareholders,Diluted (in Dollars per share) | $ (0.004) | $ (0.01) | $ (0.02) |
Weighted average number of shares used in computing net loss per share attributable to ordinary shareholders, Diluted (in Shares) | 1,562,627,495 | 754,076,407 | 564,575,967 |
Statements of Comprehensive Los
Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ 6,500 | $ 5,796 | $ 8,206 |
Other comprehensive income: | |||
Foreign currency translation adjustments | (267) | (48) | (39) |
Total comprehensive loss | $ 6,233 | $ 5,748 | $ 8,167 |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Equity - USD ($) $ in Thousands | Ordinary shares | Additional paid-in capital | Accumulated comprehensive loss | Accumulated deficit | Total |
Balance at Dec. 31, 2020 | $ 88,889 | $ (2,094) | $ (101,833) | $ (15,038) | |
Balance (in Shares) at Dec. 31, 2020 | 461,285,824 | ||||
Issuance of shares, net of issuance costs of $129 | 21,430 | 21,430 | |||
Issuance of shares, net of issuance costs of $129 (in Shares) | 277,762,720 | ||||
Share-based compensation | 2,757 | 2,757 | |||
Other comprehensive income | 39 | 39 | |||
Net loss | (8,206) | (8,206) | |||
Balance at Dec. 31, 2021 | 113,076 | (2,055) | (110,039) | 982 | |
Balance (in Shares) at Dec. 31, 2021 | 739,048,544 | ||||
Issuance of shares, net of issuance costs of $129 | 1,154 | 1,154 | |||
Issuance of shares, net of issuance costs of $129 (in Shares) | 168,104,520 | ||||
Exercise of warrants | 250 | 250 | |||
Exercise of warrants (in Shares) | 75,060,000 | ||||
Share-based compensation | 1,602 | 1,602 | |||
Share-based compensation (in Shares) | 7,077,720 | ||||
Other comprehensive income | 48 | 48 | |||
Net loss | (5,796) | (5,796) | |||
Balance at Dec. 31, 2022 | 116,082 | (2,007) | (115,835) | $ (1,760) | |
Balance (in Shares) at Dec. 31, 2022 | 989,290,784 | 989,290,784 | |||
Exercise of warrants | 801 | $ 801 | |||
Exercise of warrants (in Shares) | 584,015,200 | 27,976,800 | |||
Vested RSU’s | |||||
Vested RSU’s (in Shares) | 8,108,400 | ||||
Issuance of warrants and shares, net of issuance costs of $86 | 1,086 | 1,086 | |||
Issuance of warrants and shares, net of issuance costs of $86 (in Shares) | 160,000,000 | ||||
Reclassification of warrants liability to equity | 398 | 398 | |||
Shares issued for services | 270 | 270 | |||
Shares issued for services (in Shares) | 115,755,600 | ||||
Share-based compensation | 869 | 869 | |||
Other comprehensive income | 267 | 267 | |||
Net loss | (6,500) | (6,500) | |||
Balance at Dec. 31, 2023 | $ 119,421 | $ (1,740) | $ (122,335) | $ (4,569) | |
Balance (in Shares) at Dec. 31, 2023 | 1,857,169,984 | 1,857,169,984 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (6,500) | $ (5,796) | $ (8,206) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation of property, plant and equipment | 514 | 562 | 471 |
Expense of in-process research and development | 209 | ||
Financial income (expense) related to loan from others | 401 | (4,113) | (3,152) |
Revaluation of warrants | (4,140) | ||
Share-based compensation | 1,139 | 1,602 | 2,757 |
Decrease (increase) in other receivables | (290) | 140 | 59 |
Changes in operating lease right-of-use assets | 43 | 153 | 148 |
Increase (decrease) in trade payables | (150) | (175) | 3 |
Changes in operating lease liabilities | (58) | (156) | (150) |
Increase (decrease) in other payables | (341) | 309 | 644 |
Net cash used in operating activities | (9,382) | (7,265) | (7,426) |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (637) | (836) | (139) |
Net cash used in investing activities | (637) | (836) | (139) |
Cash flows from financing activities: | |||
Proceed from issuance of warrants | 947 | 5,844 | |
Proceeds from issuance of shares, net | 139 | 932 | 21,430 |
Net cash provided by financing activities | 1,086 | 6,776 | 21,430 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (272) | (1,977) | 575 |
Increase (decrease) in cash, cash equivalents and restricted cash | (9,205) | (3,302) | 14,440 |
Cash, cash equivalents and restricted cash at beginning of year | 14,215 | 17,517 | 3,077 |
Cash, cash equivalents and restricted cash at end of year | 5,010 | 14,215 | 17,517 |
Supplementary disclosure of cash flows activities: | |||
Interest | 833 | 916 | |
(2) Non-cash transactions: | |||
Reclassification of warrants liability to equity | 398 | ||
Exercise of warrants liability into shares | 801 | 250 | |
Reconciliation of cash, cash equivalents and restricted cash: | |||
Cash and cash equivalents | 4,870 | 14,075 | 17,374 |
Restricted cash | 140 | 140 | 143 |
Cash, cash equivalents and restricted cash | $ 5,010 | $ 14,215 | $ 17,517 |
General
General | 12 Months Ended |
Dec. 31, 2023 | |
General [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. SCINAI IMMUNOTHERAPEUTICS LTD (formerly known as BiondVax Pharmaceuticals Ltd) (the “Company”), operates two business units: an innovative R&D unit and a Contract Development and Manufacturing Organization (“CDMO”) unit ( please see section e). The R&D unit focuses on: (i) managing and guiding a research contract with the Max Planck Society (“MPG”), the parent organization of the Max Planck Institute for Multidisciplinary Sciences, and the University Medical Center Gottingen (“UMG”), both located in Germany; and (ii) developing licensed drug candidates throughout the pre-clinical and clinical steps required for drug approval. The CDMO unit focuses on providing drug development services to small biotech companies. The Company was incorporated on July 21, 2003 in Israel and started its activity on March 31, 2005. In June 2007, the Company completed an initial public offering of its ordinary shares on the Tel Aviv Stock Exchange (TASE) and then voluntarily delisted from the TASE in January 2018. In May 2015, the Company completed an initial public offering of American Depositary Shares (“ADS” ) on the Nasdaq Capital Market. The Company’s principal executive offices and main laboratory are located at Jerusalem, Israel. b. On December 22, 2021, the Company signed an exclusive, worldwide, license agreement with MPG and UMG for the development and commercialization of an innovative COVID-19 NanoAb therapy and an accompanying research collaboration agreement with MPG and UPG in support of the such COVID-19 NanoAb. The agreements became effective January 1, 2022 and provide for an upfront payment, development and sales milestones and royalties based on sales and sharing of sublicense revenues. c. On March 23, 2022, the Company executed an additional research collaboration agreement (“RCA”) with MPG and UMG covering the discovery, selection and characterization of NanoAbs for several other molecular targets that can leverage the Nanoabs’ unique and strong binding affinity, stability at high temperatures, and potential for more effective and convenient routes of administration. These targets are the basis for validated and currently marketed monoclonal antibodies, including for conditions such as psoriasis, asthma, macular degeneration, and psoriatic arthritis. According to the RCA, the Company will have an exclusive option for exclusive license agreement for the development and commercialization of each of the NanoAbs covered by the agreement with MPG and UMG. d. On September 6, 2023, the Company announced the change of its corporate name to Scinai Immunotherapeutics Ltd. from BiondVax Pharmaceuticals Ltd. e. On September 6, 2023, the Company launched a new business unit named Scinai Bioservices to serve as a CDMO, offering a multitude of drug development services to support small biotech companies through process development as well as pilot and clinical GMP manufacturing. In October 2023, the CDMO unit signed its first contract to provide R&D services to a biotech client and since then the Company has signed a contract with another client, and the Company is in advanced contract discussions with several other potential clients. f. As of December 31, 2023, the Company’s cash and cash equivalents totaled $4,870. In the year ended December 31, 2023, the Company had an operating loss of $9,706 and negative cash flows from operating activities of $9,382. The Company’s current cash and cash equivalents position is not sufficient to fund the Company’s planned operations for at least a year beyond the date of the filing date of the financial statements. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. While the Company has successfully raised funds in the past, there is no guarantee that it will be able to do so in the future. The inability to borrow or raise sufficient funds on commercially reasonable terms, would have serious consequences on our financial condition and results of operations. The Company’s current operating budget includes various assumptions concerning the level and timing of cash receipts and cash outlays for operating expenses and capital expenditures, including a cost saving plan. The Company is planning to finance its operations from its existing working capital resources and additional sources of capital and financing that are in the advanced planning phase. However, there is no assurance that additional capital and/or financing will be available to the Company, and even if available, whether it will be on terms acceptable to the Company or in amounts required. Accordingly, the Company’s board of directors approved a cost saving plan, to be implemented if and as required, in whole or in part, at its discretion, to allow the Company to continue its operations and meet its cash obligations. The cost saving plan consists of cutting expenditures by means of further efficiencies and synergies, which include mainly the following steps: reduction in headcount and postponing or cancelling capital expenditures that would not be required for the implementation of the revised business plan. The Company and the board of directors believe, however, that its existing financial resources, potential successful capital raising exercises and its operating plans, including the possible disposition of assets outside the ordinary course of business, restructuring of debt, along with the effects of the cost-saving plan, may be adequate to satisfy its expected liquidity requirements for a period of at least twelve months from the end of the filing date, although there is no guarantee. The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. The financial statements for the year ended December 31, 2023, do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES a. Basis of presentation of the financial statements: The Company’s financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) as set forth in the Financial Accounting Standards Board (the FASB) Accounting Standards Codification (ASC). As of June 30, 2023, the Company satisfied the conditions to qualify as a “foreign private issuer” under Rule 3b-4 of the Securities Exchange Act of 1934, as amended. Accordingly, commencing as of and since July 1, 2023, we are not required under the Exchange Act to file financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. b. Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. The most significant estimates and assumptions relate to impairment of long-lived assets and the Fair Value of financial Instruments. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates. c. Functional currency: Effective July 1, 2023, the Company changed its functional currency to the U.S. dollar (“dollar”, “USD” or “$”) from the New Israeli Shekel (“NIS”). This change was based on an assessment by Company management that the dollar is the primary currency of the economic environment in which the Company operates, due to the starting of the company new business CDMO, including engaging in related agreements with suppliers and customers and the prospect markets it is intended to reach which operate mainly in USD. Accordingly, the functional and reporting currency of the Company in the year ended December 31, 2023 financial statements is the U.S. dollar. The change in functional currency was accounted for prospectively from such date. In applying the change in reporting currency, all assets and liabilities of the Company’s operations were translated from their NIS functional currency into U.S. dollars using the exchange rates in effect on the balance sheet date, and shareholders’ equity was translated at the historical rates. Opening shareholders’ equity on August 1, 2018 has been translated at the historic rate on that date and any other movements in shareholders’ equity during the period from August 1, 2018 to December 31, 2022 were translated using the appropriate historical rates at the date of the respective transaction. All other revenues, expenses and cash flows were translated at the average rates during the reporting periods presented. The resulting translation adjustments are reported under comprehensive income as a separate component of shareholders’ equity. d. Comprehensive income: The Company accounts for comprehensive income in accordance with ASC 220, “Comprehensive Income”. Comprehensive income generally represents all changes in shareholders’ equity during the period except those resulting from investments by, or distributions to, shareholders. For further details see note 2c. e. Cash equivalents: Cash equivalents are short-term highly liquid deposits that are readily convertible to cash with original maturities of three months or less, at the date acquired. f. Restricted cash: Restricted cash are deposits with original maturities of three months or less and are used as security for the Company’s credit cards. Restricted cash amounted to $140 as of December 31, 2023, and 2022. g. Property, plant and equipment: Property, plant and equipment are measured at cost, including directly attributable costs, less accumulated depreciation, accumulated impairment losses and any related investment grants, excluding day-to-day servicing expenses. Depreciation is calculated on a straight-line basis over the useful life of the assets at annual rates as follows: % Laboratory equipment 15 - 33 Office, furniture and equipment 6 - 33 Computers and Cars 20-33 Leasehold improvements (* ) Manufacturing plant in process (** ) (*) Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term or the expected life of the improvement. (**) As of December 31, 2023, the manufacturing plant is under validation process and therefore is not yet ready for production. Depreciation of the manufacturing plant will commence upon completion of the validation process. h. Impairment of long-lived assets: The Company’s long-lived assets are reviewed for impairment in accordance with ASC No. 360 “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If indicators of impairment exist and the undiscounted future cash flows that the assets are expected to generate are less than the carrying value of the assets, the Company reduces the carrying amount of the assets through an impairment charge, to their estimated fair values. During the years ended December 31, 2023 and 2022, no impairment indicators have been identified. i. Government grants: The Company received royalty-bearing grants from the Israel Innovation Authority (“IIA”) for approved research and development projects and, in return, undertook to pay royalties amounting to 3%-5% on the revenues derived from sales of products or services developed in whole or in part using these grants. These grants are recognized at the time the Company is entitled to such grants on the basis of the costs incurred as provided by the relevant agreement and included as a deduction from research and development expenses. During 2023 the company deduct $362. For the year ended December 31, 2023 the Company received $225 from the IIA and an additional $93 in January 2024. (note 8) j. Research and development expenses: Research and development expenses net of grants, are recognized in the statements of operations when incurred. Research and development expenses consist of personnel costs (including salaries, benefits and share-based compensation), materials, consulting fees and payments to subcontractors, costs associated with obtaining regulatory approvals, and executing pre-clinical and clinical studies. In addition, research and development expenses include overhead allocations consisting of various administrative and facilities related costs. The company charges research and development as incurred. k. Acquired In-Process Research and Development: In an asset acquisition, the initial costs of rights to in-process research and development projects acquired are expensed as R&D in the statements of operations, unless the in-process research and development has an alternative future use. In a business combination, the fair value of in-process research and development is capitalized as an indefinite-lived intangible asset, regardless of whether the in-process research and development asset has an alternative future use. In accordance with the agreement with MPG disclosed in note 1b, the Company issued 150,000 ADSs at no cost to MPG as an upfront payment for the license. The ADSs are restricted for a period of three years. The Company evaluated the fair value of the license at $209. The fair value was calculated by an independent valuation, at a discount rate of 31% based on the following assumptions: Stock price 1.48 variance 150 % Risk free interest 1 % The fair value of the license in the amount of $209 was recorded as expense in the statement of operating income for the year ended 2022. l. Share-based compensation: The Company accounts for share-based compensation in accordance with ASC No. 718, “Compensation - Stock Compensation”, which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the award is recognized as an expense over the requisite service periods, which is the vesting period of the respective award, on a straight-line basis when the only condition to vesting is continued service. The Company has selected the binominal option-pricing model as the most appropriate fair value method for its option awards. The Binomial model takes into account variables such as volatility, dividend yield rate, and risk-free interest rate and also allows for the use of dynamic assumptions and considers the contractual term of the option, and the probability that the option will be exercised prior to the end of its contractual life. The fair value of restricted shares is based on the closing market value of the underlying shares at the date of grant. The Company estimates the forfeitures at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Estimated forfeitures are based on actual historical pre-vesting forfeitures. m. Severance pay and retirement plans: The majority of the Company’s employees who are Israeli citizens have subscribed to Section 14 of Israel’s Severance Pay Law, 5723-1963 (the “Severance Pay Law”). Pursuant to Section 14 of the Severance Pay Law, employees covered by this section are entitled to monthly deposits at a rate of 8.33% of their monthly salary, made on their behalf by the Company. Payments made to employees in accordance with this section release the Company from any future severance liabilities with respect to such employees. Neither severance pay liability nor severance pay fund under Section 14 of the Severance Pay Law is recorded on the Company’s balance sheets. Severance expense for the years ended December 31, 2023, and 2022, amounted to $182 and $288, respectively. n. Fair value of financial instruments: The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable inputs that are based on inputs not quoted on active markets but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data are available. The Company measures warrants liability at fair value classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. (note 4) The carrying amounts of cash and cash equivalents, restricted cash, prepaid expenses and other receivables, trade payables and other current payables approximate their fair value due to the short-term maturity of such instruments. o. Leases: The Company accounts for leases according to ASC 842, “Leases”. The Company determines if an arrangement is a lease and the classification of that lease at inception. The Company elected the practical expedient for lease agreements with a term of twelve months or less and does not recognize right-of-use (“ROU”) assets and lease liabilities in respect of those agreements. The Company also elected the practical expedient to not separate lease and non-lease components for its leases. An ROU asset represents the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease agreement. An ROU asset is measured based on the discounted present value of the remaining lease payments, plus any initial direct costs incurred and prepaid lease payments, excluding lease incentives. The lease liability is measured at lease commencement date based on the discounted present value of the remaining lease payments. The implicit rate within the operating leases is generally not determinable, therefore the Company uses the Incremental Borrowing Rate (“IBR”) based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located. Certain leases include options to extend the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option. Payments under the Company’s lease arrangements are primarily fixed however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease right-of-use assets and liabilities. p. Contingencies: The Company is currently involved in various commitment and contingent liabilities. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss (see Note 8). q. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, which prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, to reduce deferred tax assets to their estimated realizable value, if needed. ASC 740 offers a two-step approach for recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2023, and 2022 no liability for unrecognized tax benefits was recorded as a result of ASC 740. r. Basic and diluted net loss per share: The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders, vested RSU’ and pre funded warrants by the weighted-average number of shares of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive ordinary shares are anti-dilutive. s. Warrants: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, and meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common stock. Warrants that determined to be classified as equity, are recorded as a component of additional paid-in capital. Warrants that determined to be classified as liabilities are recorded at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized in Financial expenses, net in the statements of operations. t. Segment reporting: On September 6, 2023, the company launched a new business unit named Scinai Bioservices to serve as a CDMO , along with the R&D the Company’s business includes two reporting segments: See note 10. u. Recently adopted accounting pronouncements: In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 requires enhanced qualitative and quantitative disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company has evaluated that the adoption of this ASU did not have a significant impact on the Company’s financial statements and disclosures. v. Recently issued accounting pronouncements, not yet adopted: In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures”. This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements related disclosures. In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures. |
Prepaid Expenses and Other Rece
Prepaid Expenses and Other Receivables | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses and Other Receivables [Abstract] | |
Prepaid Expenses and Other Receivables | NOTE 3:- PREPAID EXPENSES AND OTHER RECEIVABLES December 31, 2023 2022 Government authorities $ 178 $ 110 Grant receivable 152 - Prepaid expenses and other 71 45 Others 36 - $ 437 $ 155 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 4:- FAIR VALUE MEASUREMENTS In accordance with ASC No. 820, the Company measures warrants liability at fair value classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. The following table presents assets measured at fair value on a recurring basis as of December 31, 2023 and 2022: December 31, 2023 2022 Fair value measurement using Non-current liabilities: Warrants liability $ 96 $ 5,329 Total liabilities $ 96 $ 5,329 The warrants fair value was established by management leveraging calculations by an independent expert using the binomial model and based on the following assumptions: (For more details please see note 10f) December 31, December 31, 2023 2022 Dividend Yield on the Shares (%) - - Expected Share Price Volatility (%) 99 % 107 % Risk-free Interest Rate (%) 4.2 % 4.4 % Ads Price $ 0.6 0.98 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | NOTE 5:- PROPERTY, PLANT AND EQUIPMENT, NET The composition of property, plant and equipment is as follows: December 31, 2023 2022 Cost: Laboratory equipment $ 2,142 $ 1,588 Computers and Cars 280 289 Office, furniture and equipment 41 43 Leasehold improvements 3,723 3,915 Manufacturing plant in process 7,447 7,831 13,633 13,666 Less - accumulated depreciation (2,808 ) (2,421 ) Property and equipment, net $ 10,825 $ 11,245 Depreciation expenses amounted to $514, $562 and $471for |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 6:- LEASES The Company has several operating lease agreements that include leases of office space, lab, production line and cars that are used to maintain the Company’s ongoing operation. The leases of the offices and cars are for a period of 10 and 3 years, respectively. Some of these lease agreements include extension options. The Company does not include in the lease term the exercise of extension options unless it is reasonably certain at lease commencement that the extension options will be exercised. Supplemental balance sheet information related to operating leases is as follows: Year ended 2023 2022 Office Weighted average remaining lease term (in years) 4 5 Weighted average discount rate 8 % 8 % Cars Weighted average remaining lease term (in years) 0.8 1.7 Weighted average discount rate 18%-26 % 18%-23 % Minimum lease payments for the Company’s right of use assets over the remaining lease periods as of December 31, 2023, are as follows: Office Cars 2024 $ 322 $ 82 2025 322 42 2026 322 - 2027 322 - - Total undiscounted lease payments 1,288 124 Less - adjustment to discounted lease payments (202 ) (18 ) Present value of lease liabilities $ 1,086 $ 106 Lease Costs The table below presents certain information related to lease costs and operating leases: Year ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of leases liabilities: Operating leases $ 343 $ 351 336 right-of-use assets obtained in exchange for lease obligations: (non-cash) Operating leases 252 355 97 |
Other Payables
Other Payables | 12 Months Ended |
Dec. 31, 2023 | |
Other Payables [Abstract] | |
OTHER PAYABLES | NOTE 7:- OTHER PAYABLES December 31, 2023 2022 Employees and payroll accruals $ 388 $ 484 Accrued expenses 461 756 $ 849 $ 1,240 |
Contingent Liabilities and Comm
Contingent Liabilities and Commitments | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENT LIABILITIES AND COMMITMENTS | NOTE 8:- CONTINGENT LIABILITIES AND COMMITMENTS Since 2006, the Company received approximately $6,204 in grants from the Israeli Innovation Authority (IIA),. $5,979 of the grants were for research and development of M-001 and $225 of the grants were received to support the new CDMO business unit. In exchange for to those grants, the Company undertook to pay royalties amounting to 3%-5% on the income deriving from a product (including know-how) which was developed, in whole or in part, directly or indirectly, in the framework of a research and development program that had benefited from IIA support, including any derivatives, and related services thereof. Royalty payments are capped at the amount of the grants received by the Company, plus Annual Interest for a File (as such term is defined in the IIA rules). However, on October 25, 2023, the IIA published a directive concerning changes in royalties to address the expiration of the LIBOR. Under such directive, regarding IIA grants approved by the IIA prior to January 1, 2024 but which are outstanding thereafter, as of January 1, 2024 the annual interest will be calculated at a rate based on 12-month Secured Overnight Financing Rate, the SOFR, or at an alternative rate published by the Bank of Israel plus 0.71513%; and, for grants approved on or following January 1, 2024 the annual interest will be the higher of (i) the 12 months SOFR interest rate, plus 1%, or (ii) a fixed annual interest rate of 4%. The maximum royalty amounts payable by the Company as of December 31, 2023 is approximately $ 6,204 which represents the total gross amount of grants actually received by the Company from the IIA including accrued interest. As of December 31, 2023, the Company had not paid any royalties to the IIA. At the time the grants were received and as of December 31, 2023, successful development of the M-001 product was not assured and therefore the company does not currently expect to make any royalty payments to the IIA. The Company is also subject to various other restrictions pursuant to the grant, including limitations on transferring IP developed with grant funds. In light of the Company’s new strategy, it does not expect these restrictions to be material to its ongoing operations. On November 2023, we announced that the IIA had approved a non-dilutive grant covering 66% of the costs of a $975 project aimed to support our new CDMO business unit. The grant is neither subject to repayment nor tied to royalty payments of any kind. The grant covers approved expenses required for further developing Scinai’s CDMO service for the 12 months from grant. |
Loan from Others
Loan from Others | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
LOAN FROM OTHERS | NOTE 9:- LOAN FROM OTHERS. a. On June 19, 2017, the Company entered into a Finance Contract with the European Investment bank (EIB) for a total amount of approximately $22,422 (€ 20,000) and up to 50% of the Company’s expected cost of developing and marketing the Company’s product candidate, M-001. In addition, as a repayment features, EIB was entitled to receive the higher between 3% of any M-001 sales revenues for a period of ten years, or realizing a cash-on-cash multiple of 2.8 times During 2018, the Company received approximately $23,599 (€ 20,000) in two tranches of approximately $7,080 (€ 6,000) and the third tranche of approximately $9,439 (€ 8,000). On October 7, 2019, the Company received the remaining approximately $4,390 (€ 4,000). In the event the Company elects to prepay the EIB financing, or in the event the EIB shall demand prepayment following certain events, including a change of control, senior management changes or merger events, the Company shall be required to pay EIB the principal amount of the tranches already paid, or the Prepayment Amount, plus the greater of: (i) the amount, as determined by EIB required in order for the EIB to realize an internal rate of return on the relevant amount prepaid of 20%; and (ii) the Prepayment Amount. The Finance Contract also stipulates that in the event the EIB demands prepayment of the loan due to any prepayment event to non-EIB lenders, the Company shall be obligated to pay the Prepayment Amount plus an additional reduced amount. In addition, and as consideration for the EIB financing, the EIB shall be entitled to 3% of any annual M-001future revenue. b. On April 22, 2019, the Committee of EIB agreed to expand the 2017 financing agreement with the Company by an additional approximately $4,502 (€ 4,000) to a total of approximately $27,013 (€ 24,000). An amendment was signed in June 2019 (the “Amendment”). Those funds were received in October 2019 to support of the ongoing pivotal, clinical efficacy, Phase 3 trial of the company M-001 Universal Flu Vaccine candidate in Europe. c. On October 23, 2020, the Company announced the failure of Phase 3 clinical trial results of the M-001 universal vaccine product. As a result of the Phase 3 clinical trial failure, Company’s management estimates that there will be no future revenues from the M-001 product. Therefore, most likely, there will be no future royalty payments to EIB from this product. Under the Finance Contract, the EIB may accelerate all loans extended thereunder if an event of default has occurred, which includes, amongst other things, an event of default arising from the occurrence of a material adverse change, defined as any event or change of condition, which in the opinion of the EIB, has a material adverse effect on: our ability to perform our obligations under the Finance Documents; the Company’s business, operations, property, condition (financial or otherwise) or prospects; or the rights or remedies of the EIB under the Finance Contract, amongst other things. If the EIB determines that an event of default has occurred, it could accelerate the amounts outstanding under the Finance Contract, making those amounts immediately due and payable. On January 26, 2021, the EIB notified the Company that it welcome the Company’s efforts to secure future equity financing in an amount not less than $ 2,000 in order to enable the Company to pursue new business opportunities, strengthen the Company balance sheet and invest in growth. Thus, within that context, the EIB wrote in their letter that they will not consider the failure of the Company’s pivotal phase 3 trial for M-001 to meet the primary and secondary efficacy endpoints as a trigger for prepayment of a loan extended under the Finance Contract. However, EIB cautioned the Company that their letter is not a consent, agreement, amendment or waiver in respect of the terms of the Finance Contract, reserving any other right or remedy the EIB may have now or subsequently. d. On August 9, 2022, the Company signed a loan restructuring agreement with the European Investment Bank (EIB) for the new terms of its outstanding approximately $24,554 (€ 24,000) loan to the Company. The new terms include: 1. An extension of the maturity dates from 2023 until December 31, 2027. 2. Interest on the loan will begin to accrue starting January 1, 2022, at an annual rate of 7%. The interest payments will be deferred until the new maturity date and will be added to the principal balance at the end of each year during the loan period. 3. An amount of $ 900 (approximately € 880) were paid by the Company on August 15, 2022, shortly after the execution of the relevant amendment letter with the EIB and was applied to reduce the outstanding loan. In addition, 10% of any capital raises until maturity are to be used to further repay the Loan principal including any outstanding accrued interest. 4. If the Company sales exceed approximately $5,332 (€ 5,000), 3% of the revenues will be paid to the EIB as royalties until the EIB receives (from the Loan repayment, inter alia the interest and the royalties) the higher of (i) a total of 2.8 times the original approximately $25,596 (€ 24,000) principal (as provided in the original Loan agreement) and (ii) 20% IRR on the principal. 5. In case the Company decides to discharge all liabilities under the finance contract, inter alia payments of the variable remuneration, the Company would need to repay to the EIB an indemnity amount in addition to the Loan principal and the accrued interest. The indemnity amount will be calculated such that the EIB receives an additional payment equal to the greater of (i) the prepayment amount (i.e. twice the prepayment amount in the aggregate) and (ii) the amount required to realize 20% IRR on the prepayment amount at the time of prepayment. The Company accounted for the EIB loan as an extinguishment of the existing debt and the execution of a new debt instrument. The Company recorded the cash received in each tranche and a corresponding liability to repay the cash. When the estimated cash flows change from the estimates used as of the date on which the EIB loan was issued, the EIB loan’s carrying amount is adjusted to an amount equal to the present value of the estimated remaining future payments, discounted by using the original effective interest rate. The adjustment to the carrying amount is recognized in earnings as an adjustment to interest expenses, in the period in which the change in estimate occurred. As a result of the loan restructure, the Company recorded an amount of $ 7,168 under finance income and interest expense related to the EIB loan were to $87 For the year ended December 31, 2022 e. During the third quarter of 2023, following the updated estimated future cash payments based on the company’s forecasted revenues, the company updated the loan carrying value resulting in a reversal of all accretion recognized since August 2022, resulting in a financial income of $ 3,845. On November 24, 2023, the Company signed an amendment to the loan agreement with the EIB providing for an extension of the maturity date of the outstanding approximately $24,554 (€ 24,000) loan from December 31, 2027 to December 31, 2031. The Company evaluated the amendment in accordance with ASC 470-60 Troubled Debt Restructuring, and concluded the EIB loan amendment represented a troubled debt restructuring (“TDR”) as the company is experiencing financial difficulty and a concession has been granted by the EIB. As a result, due to the fact that the future undiscounted cash flows of the amended debt were higher than the net carrying value of the existing debt, the net carrying value of the loan wasn’t updated and the modification was accounted for prospectively with no gain or loss recorded in the Statements of Operations. Interest expense related to the EIB loan was $2,968. During 2023, as a result of a capital raising, the company paid $833 to the EIB related to the loan restructure agreement from august 2022 that set a partial repayment of the loan for any capital raising. As of December 31, 2023, the outstanding principal amount related to the EIB loan in nominal terms is $ 26,545. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders' Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 10:- SHAREHOLDERS’ EQUITY a. Rights attached to shares: An ordinary share confers upon its holder(s) a right to vote at the general meeting, a right to participate in distribution of dividends, and a right to participate in the distribution of surplus assets upon liquidation of the Company. b. On February 2, 2021, the Company closed an underwritten offering in which it sold 2,434,783 American Depositary Shares (“ADSs”)at a public offering price of $4.95 per ADS. On February 10, 2021, Aegis Capital Corp., the sole bookrunning manager for the underwritten offering, fully exercised its over-allotment option to purchase an additional 365,217 ADSs, bringing total gross proceeds to the Company from the offering including exercise of the over-allotment option of approximately $13,800. The Company received a net amount of $12,480 after deduction of issuance expenses of $360. c. On December 27, 2021, the Company closed an underwritten offering in which it sold 3,813,560 ADSs at a public offering price of $2.36 per ADS. On December 27, 2021, Aegis Capital Corp., the sole bookrunning manager for the underwritten offering, fully exercised its over-allotment option to purchase an additional 330, 508 d. On November 10, 2022, the Company announced that it plans to affect a ratio change of the ADSs to its non-traded ordinary shares from the previous ratio of one (1) ADS representing forty (40) ordinary shares to a new ratio of one (1) ADS representing four hundred (400) ordinary shares. The ratio change had the same effect as a reverse split of the existing ADSs of one (1) new ADS for every ten (10) old ADSs. The effective date for the ratio change was November 25, 2022. e. On December 13 2022, the shareholders approved an amendment to the Company’s Articles of Association increasing the registered share capital of the Company by an additional 18,200,000,000 Ordinary Shares (the equivalent of 45,500,000 ADSs) such that the total registered share capital of the Company would consist of 20,000,000,000 Ordinary Shares, no par value (the equivalent of 50,000,000 ADSs). f. On December 20, 2022, the Company closed an underwritten public offering with gross proceeds to the Company of $8,000 before deducting underwriting discounts and other expenses payable by the Company. The offering consisted of 1,600,000 units and pre-funded units. Each unit consisted of one ADS and two warrants, each to purchase one ADS, and each pre-funded unit consists of one pre-funded warrant to purchase one ADS and two warrants each to purchase one ADS. One of the warrants (Non-Exchangeable Warrant) will expire three years from the date of issuance, and the other warrant (Exchangeable Warrant) expired one year from the date of issuance and provided for exercised for half an ADS on or prior to six (6) months following the original issuance for no additional consideration. Each ADS (or pre-funded warrant) was sold together with two warrants at a combined purchase price of $5.00 per unit (or $4.99 per pre-funded unit after reducing $0.01 attributable to the exercise price of the pre-funded warrants). The Company issued a total of 400,000 Common Units and 1,200,000 pre-funded units, including 1,600,000 Exchangeable Warrants and 1,600,000 Non Exchangeable Warrants. The Company received a net sum of $7,231 after deduction of underwriter discount and issuance expenses of $769. The warrants were classified as liabilities, initially and subsequently measured at fair value through earnings pursuant to ASC 480 as the warrants are not considered indexed to the Company’s own shares. During 2023, 750,000 warrants were reclassified from Exchangeable Warrants to pre-funded warrants and 710,000 warrants were exercised into ADSs. g. On September 19, 2023, the Company closed an offering in which we issued (i) in a registered direct offering, 400,000 ADSs and pre-funded warrants to purchase up to 746,552 ADSs, at an exercise price of $0.001 per ADS, at a purchase price of $1.16 per ADS and $1.159 per pre-funded warrant, and (ii) in a concurrent private placement, unregistered warrants to purchase up to 1,146,552 ADSs. The warrants have an exercise price of $1.16 per ADS and are exercisable for a period of five and one-half years from issuance. We received gross proceeds of approximately $1.33 million and a net sum of approximately $1.0 million after deduction of placement agent fees and issuance expenses. The warrants were accounted as equity. h. On October 11, 2023, the Company issued 289,389 ADSs to a service provider. The fair value of the ADSs that were granted was $270. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 11:- SHARE-BASED COMPENSATION a. Option plans: Options granted under the Company’s 2005 Israeli Share Option Plan (“Plan”) were exercisable in accordance with the terms of the Plan, within 10 years from the date of grant, against payment of an exercise price. The options generally vest over a period of three or four years. In March 2018, the Company’s Board of Directors approved the adoption of the Company’s 2018 Israeli Share Option Plan (“2018 Plan”) for the grant of options and restricted shares (“RSU”) to employees, directors and service providers. The options are exercisable within 10 years from the date of grant, against payment of the exercise price, in accordance with the terms of the 2018 Plan. The options generally vest over a period of three or four years. Option grants: Expected volatility was calculated based upon the Company’s historical share price and historical volatilities of similar entities in the related sector index. The expected term of the options granted is derived from output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. During the year ended December 31, 2023, the board of directors approved the grant of an aggregate of 449,327 RSUs, each vesting in three years, 364,229 of which RSU’s were granted to officers and directors and 85,098 RSU’s of which were granted to employees of the Company. The value of the said RSU’s was $635 thousand. On August 24, 2023, shareholders approved the grant of option awards to our directors and chairman of the board. The company granted 186,800 ADS’s options purchase 186,800 ADSs of the Company in the aggregate, all at an exercise price of $1.81. The options vest in equal annual installments over a period of three years, commencing one year following the date of shareholder approval. The options are subject to accelerated vesting and will become immediately exercisable in the event of a change of control. The value of the said options was $193 thousand. On the same day, the Company also cancelled options previously granted to our directors and chairman and granted replacement options to these directors. Shareholders approved that all the options that were held at by directors and chairman at the time of the meeting be cancelled and in exchange therefor the Company would grant a replacement option to purchase such number of ADSs (each, a “Replacement Option”) that is equal to the aggregate number of ADSs subject to the options held at the time by the company directors and chairman. The number of ADSs underlying the Replacement Option that were issued in exchange for the options that were held by our directors and chairman was 56,271 ADS’s. The exercise price of per ADS for the Replacement Options is $1.81. The options vest in equal annual installments over a period of three years, commencing one year following the date of shareholder approval. The options are subject to accelerated vesting and will become immediately exercisable in the event of a change of control. The fair value of the replacement warrants was $59. The fair value of the Replacement Options is more than the fair value of the old options, the incremental amount will be recognized in equal annual installments over a period of three years, commencing one year following the date of shareholder approval. The following table lists the inputs to the binomial option-pricing model used for the fair value measurement of equity-settled share options for the above Options Plans for the years 2023 and 2022: December 31, 2023 2022 2021 Dividend yield 0 % 0 % 0 % Expected volatility of the share prices 107 % 84 % 110 % Risk-free interest rate 4.2 % 2.1 % 1.7 % Expected term (in years) 10 10 % 10 Based on the above inputs, the fair value of the ADS options was determined to be $1.03, $0.157, $0.281, and $0.384 for the years ended December 31, 2023, 2022 and 2021, respectively. b. The following table summarizes the number of options granted to employees under the Option Plans for the year ended December 31, 2023 and related information: Number of Weighted average exercise price Weighted (in years) Aggregate intrinsic Balance as of December 31, 2022 28,919,600 $ 0.8 7.07 $ 12 Granted 97,548,400 1.81 9.2 434 Expired (27,976,800 ) 0.8 7.07 4,533 Balance as of December 31, 2023 98,491,200 1.7 9.9 12 Exercisable as of December 31, 2023 942,800 $ 70 10 $ 181 As of December 31, 2023, there are $197 of total unrecognized costs related to share-based compensation that is expected to be recognized over a period of up to four years. *) Less than 1 thousand USD c. The following table summarizes information about the Company’s outstanding and exercisable options granted to employees as of December 31, 2023: Exercise price Options as of December 31, Weighted contractual Options 2023 Weighted contractual $ 0.004 – 0. 19 98,491,200 9.09 942,800 10 98,491,200 942,800 d. A summary of ADSs restricted shares units activity for the year ended December 31, 2023 is as follows: Number of Weighted Balance as of December 31, 2022 107,768 6.49 Granted 205,458 1.62 Vested (1,609 ) 34 Forfeited (6,581 ) 6.49 Balance as of December 31, 2023 305,036 3.06 e. The total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the years ended December 31, 2023 and 2022 is comprised as follows: Year ended December 31, 2023 2022 2021 Research and development expenses $ 107 $ 100 $ 323 Marketing, general and administrative expenses 1,032 1,502 2,434 Total share-based compensation $ 1,139 $ 1,602 $ 2,757 |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2023 | |
Taxes on Income [Abstract] | |
TAXES ON INCOME | NOTE 12:- TAXES ON INCOME a. Corporate tax rates Corporate tax rate in Israel was 23% in 2023 and 2022. b. Net operating losses carryforward: The Company has net operating losses for tax purposes as of December 31, 2023 totaling approximately $26,109, which may be carried forward and offset against taxable income in the future for an indefinite period. c. Final tax assessments: The Company’s tax assessments through the 2018 tax year are considered final. d. Deferred 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 and liabilities are as follows: Year ended December 31, 2023 2022 Deferred tax assets: Net operating loss carry forward $ 26,109 $ 21,683 Temporary differences mainly relating to Research and Development - 336 Lease liabilities 307 336 Deferred tax asset before valuation allowance 26,416 22,355 Deferred tax liabilities: Right-of-use assets (217 ) (334 ) Deferred tax liabilities before valuation allowance (217 ) (334 ) Valuation allowance (26,199 ) (22,021 ) Deferred tax asset, net $ - $ - e. Reconciliation of the theoretical tax expense to the actual tax expense: 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. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED NET LOSS PER SHARE | NOTE 13:- BASIC AND DILUTED NET LOSS PER SHARE a. Basic net loss per ordinary share is computed by dividing net loss for each reporting period by the weighted-average number of ordinary shares outstanding during each year, vested RSU’s and pre funded warrants. Diluted net loss per ordinary share is computed by dividing net loss for each reporting period by the weighted average number of ordinary shares outstanding during each year, vested RSU’s and pre funded warrants outstanding during the period, plus dilutive potential ordinary shares considered outstanding during the period, in accordance with ASC No. 260-10 “Earnings Per Share”. Details of the number of shares and loss used in the computation of net loss per share: Year ended December 31, 2023 2022 2021 Weighted Net loss Weighted Net loss Weighted Net loss For the computation of basic and diluted loss 1,562,627,495 6,415 754,076,407 5,796 564,575,967 8,206 b. The following items have been excluded from the diluted weighted average number of shares outstanding because they are anti – diluted: Year ended December 31, 2023 2022 2021 Share Options 98,491,200 28,919,600 28,889,600 Restricted share units 214,729,600 43,107,200 24,196,000 Warrants 1,100,500,800 292,940,000 - |
Financial Income, Net
Financial Income, Net | 12 Months Ended |
Dec. 31, 2023 | |
Financial Income Net [Abstract] | |
FINANCIAL INCOME, NET | NOTE 14:- FINANCIAL INCOME, NET Year ended December 31, 2023 2022 2021 Income: Exchange differences, net $ - $ 1,524 - Remeasurement of warrants liabilities 4,024 711 - Bank deposits 79 - - Finance income in respect of loans from others 44 3,051 3,152 4,147 5,286 3,152 Expenses: Exchange differences, net 933 - 487 Bank commissions and other financial expenses 8 21 9 941 21 496 Total financial income, net $ 3,206 $ 5,265 2,656 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 - SUBSEQUENT EVENTS a. On January 4, 2024, the Company issued new unregistered warrants to purchase up to 5,213,104 ADSs in consideration for the immediate exercise at a reduced exercise price of $0.65 per ADS of certain outstanding warrants to purchase up to an aggregate of 2,606,552 ADSs issued by the Company in September 2023 and December 2022, The new warrants have an exercise price of $0.65 per ADS and have a term of exercise equal to three years or five and one-half years, as applicable, based on the term of the exercised warrants, from the date of issuance. The Company received gross proceeds of approximately $1.69 million and a net sum of approximately $1.42, after deduction of underwriter discount and issuance expenses of $275 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation of the financial statements | a. Basis of presentation of the financial statements: The Company’s financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) as set forth in the Financial Accounting Standards Board (the FASB) Accounting Standards Codification (ASC). As of June 30, 2023, the Company satisfied the conditions to qualify as a “foreign private issuer” under Rule 3b-4 of the Securities Exchange Act of 1934, as amended. Accordingly, commencing as of and since July 1, 2023, we are not required under the Exchange Act to file financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. |
Use of estimates | b. Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. The most significant estimates and assumptions relate to impairment of long-lived assets and the Fair Value of financial Instruments. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates. |
Functional currency | c. Functional currency: Effective July 1, 2023, the Company changed its functional currency to the U.S. dollar (“dollar”, “USD” or “$”) from the New Israeli Shekel (“NIS”). This change was based on an assessment by Company management that the dollar is the primary currency of the economic environment in which the Company operates, due to the starting of the company new business CDMO, including engaging in related agreements with suppliers and customers and the prospect markets it is intended to reach which operate mainly in USD. Accordingly, the functional and reporting currency of the Company in the year ended December 31, 2023 financial statements is the U.S. dollar. The change in functional currency was accounted for prospectively from such date. In applying the change in reporting currency, all assets and liabilities of the Company’s operations were translated from their NIS functional currency into U.S. dollars using the exchange rates in effect on the balance sheet date, and shareholders’ equity was translated at the historical rates. Opening shareholders’ equity on August 1, 2018 has been translated at the historic rate on that date and any other movements in shareholders’ equity during the period from August 1, 2018 to December 31, 2022 were translated using the appropriate historical rates at the date of the respective transaction. All other revenues, expenses and cash flows were translated at the average rates during the reporting periods presented. The resulting translation adjustments are reported under comprehensive income as a separate component of shareholders’ equity. |
Comprehensive income: | d. Comprehensive income: The Company accounts for comprehensive income in accordance with ASC 220, “Comprehensive Income”. Comprehensive income generally represents all changes in shareholders’ equity during the period except those resulting from investments by, or distributions to, shareholders. For further details see note 2c. |
Cash equivalents | e. Cash equivalents: Cash equivalents are short-term highly liquid deposits that are readily convertible to cash with original maturities of three months or less, at the date acquired. |
Restricted cash | f. Restricted cash: Restricted cash are deposits with original maturities of three months or less and are used as security for the Company’s credit cards. Restricted cash amounted to $140 as of December 31, 2023, and 2022. |
Property, plant and equipment | g. Property, plant and equipment: Property, plant and equipment are measured at cost, including directly attributable costs, less accumulated depreciation, accumulated impairment losses and any related investment grants, excluding day-to-day servicing expenses. Depreciation is calculated on a straight-line basis over the useful life of the assets at annual rates as follows: % Laboratory equipment 15 - 33 Office, furniture and equipment 6 - 33 Computers and Cars 20-33 Leasehold improvements (* ) Manufacturing plant in process (** ) (*) Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term or the expected life of the improvement. (**) As of December 31, 2023, the manufacturing plant is under validation process and therefore is not yet ready for production. Depreciation of the manufacturing plant will commence upon completion of the validation process. |
Impairment of long-lived assets | h. Impairment of long-lived assets: The Company’s long-lived assets are reviewed for impairment in accordance with ASC No. 360 “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If indicators of impairment exist and the undiscounted future cash flows that the assets are expected to generate are less than the carrying value of the assets, the Company reduces the carrying amount of the assets through an impairment charge, to their estimated fair values. During the years ended December 31, 2023 and 2022, no impairment indicators have been identified. |
Government Assistance [Policy Text Block] | i. Government grants: The Company received royalty-bearing grants from the Israel Innovation Authority (“IIA”) for approved research and development projects and, in return, undertook to pay royalties amounting to 3%-5% on the revenues derived from sales of products or services developed in whole or in part using these grants. These grants are recognized at the time the Company is entitled to such grants on the basis of the costs incurred as provided by the relevant agreement and included as a deduction from research and development expenses. During 2023 the company deduct $362. For the year ended December 31, 2023 the Company received $225 from the IIA and an additional $93 in January 2024. (note 8) |
Research and development expenses | j. Research and development expenses: Research and development expenses net of grants, are recognized in the statements of operations when incurred. Research and development expenses consist of personnel costs (including salaries, benefits and share-based compensation), materials, consulting fees and payments to subcontractors, costs associated with obtaining regulatory approvals, and executing pre-clinical and clinical studies. In addition, research and development expenses include overhead allocations consisting of various administrative and facilities related costs. The company charges research and development as incurred. |
Acquired In-Process Research and Development | k. Acquired In-Process Research and Development: In an asset acquisition, the initial costs of rights to in-process research and development projects acquired are expensed as R&D in the statements of operations, unless the in-process research and development has an alternative future use. In a business combination, the fair value of in-process research and development is capitalized as an indefinite-lived intangible asset, regardless of whether the in-process research and development asset has an alternative future use. In accordance with the agreement with MPG disclosed in note 1b, the Company issued 150,000 ADSs at no cost to MPG as an upfront payment for the license. The ADSs are restricted for a period of three years. The Company evaluated the fair value of the license at $209. The fair value was calculated by an independent valuation, at a discount rate of 31% based on the following assumptions: Stock price 1.48 variance 150 % Risk free interest 1 % The fair value of the license in the amount of $209 was recorded as expense in the statement of operating income for the year ended 2022. |
Share-based compensation | l. Share-based compensation: The Company accounts for share-based compensation in accordance with ASC No. 718, “Compensation - Stock Compensation”, which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the award is recognized as an expense over the requisite service periods, which is the vesting period of the respective award, on a straight-line basis when the only condition to vesting is continued service. The Company has selected the binominal option-pricing model as the most appropriate fair value method for its option awards. The Binomial model takes into account variables such as volatility, dividend yield rate, and risk-free interest rate and also allows for the use of dynamic assumptions and considers the contractual term of the option, and the probability that the option will be exercised prior to the end of its contractual life. The fair value of restricted shares is based on the closing market value of the underlying shares at the date of grant. The Company estimates the forfeitures at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Estimated forfeitures are based on actual historical pre-vesting forfeitures. |
Severance pay and retirement plans | m. Severance pay and retirement plans: The majority of the Company’s employees who are Israeli citizens have subscribed to Section 14 of Israel’s Severance Pay Law, 5723-1963 (the “Severance Pay Law”). Pursuant to Section 14 of the Severance Pay Law, employees covered by this section are entitled to monthly deposits at a rate of 8.33% of their monthly salary, made on their behalf by the Company. Payments made to employees in accordance with this section release the Company from any future severance liabilities with respect to such employees. Neither severance pay liability nor severance pay fund under Section 14 of the Severance Pay Law is recorded on the Company’s balance sheets. Severance expense for the years ended December 31, 2023, and 2022, amounted to $182 and $288, respectively. |
Fair value of financial instruments | n. Fair value of financial instruments: The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable inputs that are based on inputs not quoted on active markets but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data are available. The Company measures warrants liability at fair value classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. (note 4) The carrying amounts of cash and cash equivalents, restricted cash, prepaid expenses and other receivables, trade payables and other current payables approximate their fair value due to the short-term maturity of such instruments. |
Leases | o. Leases: The Company accounts for leases according to ASC 842, “Leases”. The Company determines if an arrangement is a lease and the classification of that lease at inception. The Company elected the practical expedient for lease agreements with a term of twelve months or less and does not recognize right-of-use (“ROU”) assets and lease liabilities in respect of those agreements. The Company also elected the practical expedient to not separate lease and non-lease components for its leases. An ROU asset represents the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease agreement. An ROU asset is measured based on the discounted present value of the remaining lease payments, plus any initial direct costs incurred and prepaid lease payments, excluding lease incentives. The lease liability is measured at lease commencement date based on the discounted present value of the remaining lease payments. The implicit rate within the operating leases is generally not determinable, therefore the Company uses the Incremental Borrowing Rate (“IBR”) based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located. Certain leases include options to extend the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option. Payments under the Company’s lease arrangements are primarily fixed however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease right-of-use assets and liabilities. |
Contingencies: | p. Contingencies: The Company is currently involved in various commitment and contingent liabilities. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss (see Note 8). |
Income taxes | q. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, which prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, to reduce deferred tax assets to their estimated realizable value, if needed. ASC 740 offers a two-step approach for recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2023, and 2022 no liability for unrecognized tax benefits was recorded as a result of ASC 740. |
Basic and diluted net loss per share | r. Basic and diluted net loss per share: The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders, vested RSU’ and pre funded warrants by the weighted-average number of shares of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive ordinary shares are anti-dilutive. |
Warrants | s. Warrants: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, and meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common stock. Warrants that determined to be classified as equity, are recorded as a component of additional paid-in capital. Warrants that determined to be classified as liabilities are recorded at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized in Financial expenses, net in the statements of operations. |
Segment reporting | t. Segment reporting: On September 6, 2023, the company launched a new business unit named Scinai Bioservices to serve as a CDMO , along with the R&D the Company’s business includes two reporting segments: See note 10. |
Recently adopted accounting pronouncements | u. Recently adopted accounting pronouncements: In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 requires enhanced qualitative and quantitative disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company has evaluated that the adoption of this ASU did not have a significant impact on the Company’s financial statements and disclosures. |
Recently issued accounting pronouncements, not yet adopted | v. Recently issued accounting pronouncements, not yet adopted: In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures”. This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements related disclosures. In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Depreciation is Calculated on a Straight-Line Basis Over the Useful Life | Depreciation is calculated on a straight-line basis over the useful life of the assets at annual rates as follows: % Laboratory equipment 15 - 33 Office, furniture and equipment 6 - 33 Computers and Cars 20-33 Leasehold improvements (* ) Manufacturing plant in process (** ) (*) Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term or the expected life of the improvement. (**) As of December 31, 2023, the manufacturing plant is under validation process and therefore is not yet ready for production. Depreciation of the manufacturing plant will commence upon completion of the validation process. |
Schedule of Accordance with the Agreement | The fair value was calculated by an independent valuation, at a discount rate of 31% based on the following assumptions: Stock price 1.48 variance 150 % Risk free interest 1 % |
Prepaid Expenses and Other Re_2
Prepaid Expenses and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses and Other Receivables [Abstract] | |
Schedule of Prepaid Expenses and Other Receivables | December 31, 2023 2022 Government authorities $ 178 $ 110 Grant receivable 152 - Prepaid expenses and other 71 45 Others 36 - $ 437 $ 155 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets Measured at Fair Value on A Recurring Basis | The following table presents assets measured at fair value on a recurring basis as of December 31, 2023 and 2022: December 31, 2023 2022 Fair value measurement using Non-current liabilities: Warrants liability $ 96 $ 5,329 Total liabilities $ 96 $ 5,329 |
Schedule of Warrants Fair Value was Established | The warrants fair value was established by management leveraging calculations by an independent expert using the binomial model and based on the following assumptions: (For more details please see note 10f) December 31, December 31, 2023 2022 Dividend Yield on the Shares (%) - - Expected Share Price Volatility (%) 99 % 107 % Risk-free Interest Rate (%) 4.2 % 4.4 % Ads Price $ 0.6 0.98 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Composition of Property, Plant and Equipment | The composition of property, plant and equipment is as follows: December 31, 2023 2022 Cost: Laboratory equipment $ 2,142 $ 1,588 Computers and Cars 280 289 Office, furniture and equipment 41 43 Leasehold improvements 3,723 3,915 Manufacturing plant in process 7,447 7,831 13,633 13,666 Less - accumulated depreciation (2,808 ) (2,421 ) Property and equipment, net $ 10,825 $ 11,245 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information Related to Operating Leases | Supplemental balance sheet information related to operating leases is as follows: Year ended 2023 2022 Office Weighted average remaining lease term (in years) 4 5 Weighted average discount rate 8 % 8 % Cars Weighted average remaining lease term (in years) 0.8 1.7 Weighted average discount rate 18%-26 % 18%-23 % |
Schedule of Operating Lease, Liability | Minimum lease payments for the Company’s right of use assets over the remaining lease periods as of December 31, 2023, are as follows: Office Cars 2024 $ 322 $ 82 2025 322 42 2026 322 - 2027 322 - - Total undiscounted lease payments 1,288 124 Less - adjustment to discounted lease payments (202 ) (18 ) Present value of lease liabilities $ 1,086 $ 106 |
Schedule of Lease Costs and Finance and Operating Leases | The table below presents certain information related to lease costs and operating leases: Year ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of leases liabilities: Operating leases $ 343 $ 351 336 right-of-use assets obtained in exchange for lease obligations: (non-cash) Operating leases 252 355 97 |
Other Payables (Tables)
Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Payables [Abstract] | |
Schedule of Other Payables | December 31, 2023 2022 Employees and payroll accruals $ 388 $ 484 Accrued expenses 461 756 $ 849 $ 1,240 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Binomial Option-Pricing Model Used for the Fair Value Measurement | The following table lists the inputs to the binomial option-pricing model used for the fair value measurement of equity-settled share options for the above Options Plans for the years 2023 and 2022: December 31, 2023 2022 2021 Dividend yield 0 % 0 % 0 % Expected volatility of the share prices 107 % 84 % 110 % Risk-free interest rate 4.2 % 2.1 % 1.7 % Expected term (in years) 10 10 % 10 |
Schedule of Restricted Shares Units Activity | The following table summarizes the number of options granted to employees under the Option Plans for the year ended December 31, 2023 and related information: Number of Weighted average exercise price Weighted (in years) Aggregate intrinsic Balance as of December 31, 2022 28,919,600 $ 0.8 7.07 $ 12 Granted 97,548,400 1.81 9.2 434 Expired (27,976,800 ) 0.8 7.07 4,533 Balance as of December 31, 2023 98,491,200 1.7 9.9 12 Exercisable as of December 31, 2023 942,800 $ 70 10 $ 181 |
Schedule of Outstanding and Exercisable Options Granted | The following table summarizes information about the Company’s outstanding and exercisable options granted to employees as of December 31, 2023: Exercise price Options as of December 31, Weighted contractual Options 2023 Weighted contractual $ 0.004 – 0. 19 98,491,200 9.09 942,800 10 98,491,200 942,800 |
Schedule of Restricted Shares Units Activity | A summary of ADSs restricted shares units activity for the year ended December 31, 2023 is as follows: Number of Weighted Balance as of December 31, 2022 107,768 6.49 Granted 205,458 1.62 Vested (1,609 ) 34 Forfeited (6,581 ) 6.49 Balance as of December 31, 2023 305,036 3.06 |
Schedule of Total Share-Based Compensation Expense to Equity-Based Awards | The total share-based compensation expense related to all of the Company’s equity-based awards, recognized for the years ended December 31, 2023 and 2022 is comprised as follows: Year ended December 31, 2023 2022 2021 Research and development expenses $ 107 $ 100 $ 323 Marketing, general and administrative expenses 1,032 1,502 2,434 Total share-based compensation $ 1,139 $ 1,602 $ 2,757 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Taxes on Income [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: Year ended December 31, 2023 2022 Deferred tax assets: Net operating loss carry forward $ 26,109 $ 21,683 Temporary differences mainly relating to Research and Development - 336 Lease liabilities 307 336 Deferred tax asset before valuation allowance 26,416 22,355 Deferred tax liabilities: Right-of-use assets (217 ) (334 ) Deferred tax liabilities before valuation allowance (217 ) (334 ) Valuation allowance (26,199 ) (22,021 ) Deferred tax asset, net $ - $ - |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Number of Shares and Loss Used in the Computation of Net Loss Per Share | Details of the number of shares and loss used in the computation of net loss per share: Year ended December 31, 2023 2022 2021 Weighted Net loss Weighted Net loss Weighted Net loss For the computation of basic and diluted loss 1,562,627,495 6,415 754,076,407 5,796 564,575,967 8,206 |
Schedule of Diluted Weighted Average Number of Shares Outstanding Because they are Anti – Diluted | The following items have been excluded from the diluted weighted average number of shares outstanding because they are anti – diluted: Year ended December 31, 2023 2022 2021 Share Options 98,491,200 28,919,600 28,889,600 Restricted share units 214,729,600 43,107,200 24,196,000 Warrants 1,100,500,800 292,940,000 - |
Financial Income, Net (Tables)
Financial Income, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financial Income Net [Abstract] | |
Schedule of Finance Income | Year ended December 31, 2023 2022 2021 Income: Exchange differences, net $ - $ 1,524 - Remeasurement of warrants liabilities 4,024 711 - Bank deposits 79 - - Finance income in respect of loans from others 44 3,051 3,152 4,147 5,286 3,152 Expenses: Exchange differences, net 933 - 487 Bank commissions and other financial expenses 8 21 9 941 21 496 Total financial income, net $ 3,206 $ 5,265 2,656 |
General (Details)
General (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
General [Abstract] | |||
Cash and cash equivalents | $ 4,870 | $ 14,075 | $ 17,374 |
Operating loss | 9,706 | ||
Net cash used in operating activities | $ (9,382) | $ (7,265) | $ (7,426) |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies (Details) [Line Items] | ||||
Restricted cash amounted | $ 140 | $ 140 | $ 143 | |
Government grants | 362 | |||
Company received | $ 225 | |||
Shares issued (in Shares) | 150,000 | |||
Fair value of the license | $ 209 | 209 | ||
Independent valuation discount rate | 31% | |||
Monthly deposits percentage | 8.33% | |||
Severance expense | $ 182 | $ 288 | ||
Subsequent Event [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Additional amount received | $ 93 | |||
Minimum [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Royalties percentage | 3% | |||
Maximum [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Royalties percentage | 5% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Depreciation is Calculated on a Straight-Line Basis Over the Useful Life | Dec. 31, 2023 | |
Laboratory equipment [Member] | Minimum [Member] | ||
Significant Accounting Policies (Details) - Schedule of Depreciation is Calculated on a Straight-Line Basis Over the Useful Life [Line Items] | ||
Useful life of the assets | 15 years | |
Laboratory equipment [Member] | Maximum [Member] | ||
Significant Accounting Policies (Details) - Schedule of Depreciation is Calculated on a Straight-Line Basis Over the Useful Life [Line Items] | ||
Useful life of the assets | 33 years | |
Office, furniture and equipment [Member] | Minimum [Member] | ||
Significant Accounting Policies (Details) - Schedule of Depreciation is Calculated on a Straight-Line Basis Over the Useful Life [Line Items] | ||
Useful life of the assets | 6 years | |
Office, furniture and equipment [Member] | Maximum [Member] | ||
Significant Accounting Policies (Details) - Schedule of Depreciation is Calculated on a Straight-Line Basis Over the Useful Life [Line Items] | ||
Useful life of the assets | 33 years | |
Computers and Cars [Member] | Minimum [Member] | ||
Significant Accounting Policies (Details) - Schedule of Depreciation is Calculated on a Straight-Line Basis Over the Useful Life [Line Items] | ||
Useful life of the assets | 20 years | |
Computers and Cars [Member] | Maximum [Member] | ||
Significant Accounting Policies (Details) - Schedule of Depreciation is Calculated on a Straight-Line Basis Over the Useful Life [Line Items] | ||
Useful life of the assets | 33 years | |
Leasehold improvements [Member] | ||
Significant Accounting Policies (Details) - Schedule of Depreciation is Calculated on a Straight-Line Basis Over the Useful Life [Line Items] | ||
Useful life of the assets | [1] | |
Manufacturing plant in process [Member] | ||
Significant Accounting Policies (Details) - Schedule of Depreciation is Calculated on a Straight-Line Basis Over the Useful Life [Line Items] | ||
Useful life of the assets | [2] | |
[1] Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term or the expected life of the improvement. As of December 31, 2023, the manufacturing plant is under validation process and therefore is not yet ready for production. Depreciation of the manufacturing plant will commence upon completion of the validation process. |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Accordance with the Agreement - Fair Value [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Significant Accounting Policies (Details) - Schedule of Accordance with the Agreement [Line Items] | |
Stock price (in Dollars per share) | $ 1.48 |
variance | 150% |
Risk free interest | 1% |
Prepaid Expenses and Other Re_3
Prepaid Expenses and Other Receivables (Details) - Schedule of Prepaid Expenses and Other Receivables - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Prepaid Expenses and Other Receivables [Abstract] | ||
Government authorities | $ 178 | $ 110 |
Grant receivable | 152 | |
Prepaid expenses and other | 71 | 45 |
Others | 36 | |
Prepaid Expenses and Other Receivables total | $ 437 | $ 155 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Assets Measured at Fair Value on A Recurring Basis - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Measurements (Details) - Schedule of Assets Measured at Fair Value on A Recurring Basis [Line Items] | ||
Warrants liability | $ 5,329 | |
Total non- current liabilities | $ 5,329 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of Assets Measured at Fair Value on A Recurring Basis [Line Items] | ||
Warrants liability | $ 96 | |
Total non- current liabilities | $ 96 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Warrants Fair Value was Established - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Dividend Yield on the Shares (%) | ||
Expected Share Price Volatility (%) | 99% | 107% |
Risk-free Interest Rate (%) | 4.20% | 4.40% |
Ads Price $ (in Dollars per share) | $ 0.6 | $ 0.98 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expenses | $ 514 | $ 562 | $ 471 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net (Details) - Schedule of Composition of Property, Plant and Equipment - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
property, plant and equipment,gross | $ 13,633 | $ 13,666 |
Less - accumulated depreciation | (2,808) | (2,421) |
Property and equipment, net | 10,825 | 11,245 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
property, plant and equipment,gross | 2,142 | 1,588 |
Computers and Cars [Member] | ||
Property, Plant and Equipment [Line Items] | ||
property, plant and equipment,gross | 280 | 289 |
Office, Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
property, plant and equipment,gross | 41 | 43 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
property, plant and equipment,gross | 3,723 | 3,915 |
Manufacturing Plant in Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
property, plant and equipment,gross | $ 7,447 | $ 7,831 |
Leases (Details)
Leases (Details) - Lease Agreement [Member] | Dec. 31, 2023 |
Office [Member] | |
Leases (Details) [Line Items] | |
Lease period | 10 years |
Cars [Member] | |
Leases (Details) [Line Items] | |
Lease period | 3 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Supplemental Balance Sheet Information Related to Operating Leases | Dec. 31, 2023 | Dec. 31, 2022 |
Office [Member] | ||
Leases (Details) - Schedule of Supplemental Balance Sheet Information Related to Operating Leases [Line Items] | ||
Weighted average remaining lease term (in years) | 4 years | 5 years |
Weighted average discount rate | 8% | 8% |
Cars [Member] | ||
Leases (Details) - Schedule of Supplemental Balance Sheet Information Related to Operating Leases [Line Items] | ||
Weighted average remaining lease term (in years) | 9 months 18 days | 1 year 8 months 12 days |
Cars [Member] | Minimum [Member] | ||
Leases (Details) - Schedule of Supplemental Balance Sheet Information Related to Operating Leases [Line Items] | ||
Weighted average discount rate | 18% | 18% |
Cars [Member] | Maximum [Member] | ||
Leases (Details) - Schedule of Supplemental Balance Sheet Information Related to Operating Leases [Line Items] | ||
Weighted average discount rate | 26% | 23% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Operating Lease, Liability $ in Thousands | Dec. 31, 2023 USD ($) |
Officer [Member] | |
Leases (Details) - Schedule of Operating Lease, Liability [Line Items] | |
2024 | $ 322 |
2025 | 322 |
2026 | 322 |
2027 | 322 |
Total undiscounted lease payments | 1,288 |
Less - adjustment to discounted lease payments | (202) |
Present value of lease liabilities | 1,086 |
Cars [Member] | |
Leases (Details) - Schedule of Operating Lease, Liability [Line Items] | |
2024 | 82 |
2025 | 42 |
2026 | |
2027 | |
Thereafter | |
Total undiscounted lease payments | 124 |
Less - adjustment to discounted lease payments | (18) |
Present value of lease liabilities | $ 106 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Lease Costs and Finance and Operating Leases - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Lease Costs And Finance And Operating Leases Abstract | |||
Interest expenses | $ 343 | $ 351 | $ 336 |
Operating leases | $ 252 | $ 355 | $ 97 |
Other Payables (Details) - Sche
Other Payables (Details) - Schedule of Other Payables - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Other Payables [Abstract] | ||
Employees and payroll accruals | $ 388 | $ 484 |
Accrued expenses | 461 | 756 |
Other payables | $ 849 | $ 1,240 |
Contingent Liabilities and Co_2
Contingent Liabilities and Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2023 | Dec. 31, 2023 | Jan. 01, 2024 | |
Contingent Liabilities and Commitments [Line Items] | |||
Grants receivables authority (in Dollars) | $ 6,204 | ||
Research and development (in Dollars) | 5,979 | ||
Grants received (in Dollars) | $ 225 | ||
Alternative interest rate | 0.71513% | ||
Interest rate | 20% | 4% | |
Non dilutive grant | 66% | ||
Cash for CDMO business (in Dollars) | $ 975 | ||
Israeli Innovation Authority (IIA) [Member] | |||
Contingent Liabilities and Commitments [Line Items] | |||
Grants receivables authority (in Dollars) | $ 6,204 | ||
SOFR [Member] | |||
Contingent Liabilities and Commitments [Line Items] | |||
Interest rate | 1% | ||
Minimum [Member] | |||
Contingent Liabilities and Commitments [Line Items] | |||
Royalties percentage | 3% | ||
Maximum [Member] | |||
Contingent Liabilities and Commitments [Line Items] | |||
Royalties percentage | 5% |
Loan from Others (Details)
Loan from Others (Details) € in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Nov. 24, 2023 USD ($) | Nov. 24, 2023 EUR (€) | Aug. 09, 2022 USD ($) | Aug. 09, 2022 EUR (€) | Apr. 22, 2019 USD ($) | Apr. 22, 2019 EUR (€) | Jun. 19, 2017 USD ($) | Jun. 19, 2017 EUR (€) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Jan. 01, 2024 | Aug. 15, 2022 USD ($) | Aug. 15, 2022 EUR (€) | Jan. 01, 2022 | Jan. 26, 2021 USD ($) | Oct. 07, 2019 USD ($) | Oct. 07, 2019 EUR (€) | Dec. 31, 2018 USD ($) | Dec. 31, 2018 EUR (€) | |
Loan from Others (Details) [Line Items] | |||||||||||||||||||||
Investment bank total amount | $ 22,422 | € 20,000 | |||||||||||||||||||
Cost of developing and marketing | 50% | 50% | |||||||||||||||||||
Sales revenues | 3% | 3% | 3% | ||||||||||||||||||
Received tranches | $ 4,390 | € 4,000 | |||||||||||||||||||
Internal rate | 20% | ||||||||||||||||||||
Additional financing agreement | $ 4,502 | € 4,000 | |||||||||||||||||||
Total financing agreement | $ 27,013 | € 24,000 | |||||||||||||||||||
Public Utilities, Amount of Allowance for Funds Used During Construction, Equity Costs Capitalized Only for Rate-making Purposes | $ 2,000 | ||||||||||||||||||||
Loan outstanding | $ 24,554 | € 24,000 | $ 24,554 | € 24,000 | |||||||||||||||||
Annual interest rate | 7% | ||||||||||||||||||||
Paid amount | $ 900 | € 880 | |||||||||||||||||||
Capital raises rate | 10% | 10% | |||||||||||||||||||
Sales exceed | $ 5,332 | € 5,000 | |||||||||||||||||||
Revenue rate | 3% | ||||||||||||||||||||
Original principal | $ 25,596 | € 24,000 | |||||||||||||||||||
Interest rate on principal | 20% | 4% | |||||||||||||||||||
Finance income and interest expense | $ 7,168 | ||||||||||||||||||||
EIB loan | $ 87 | ||||||||||||||||||||
Financial income | $ 3,845 | ||||||||||||||||||||
Interest expense | $ 2,968 | ||||||||||||||||||||
Amount paid loan restructure agreement | 833 | ||||||||||||||||||||
Outstanding principal | $ 26,545 | ||||||||||||||||||||
Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||||||||||
Loan from Others (Details) [Line Items] | |||||||||||||||||||||
Received tranches | $ 23,599 | € 20,000 | |||||||||||||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||||||||||||
Loan from Others (Details) [Line Items] | |||||||||||||||||||||
Received tranches | 7,080 | 6,000 | |||||||||||||||||||
Share-Based Payment Arrangement, Tranche Three [Member] | |||||||||||||||||||||
Loan from Others (Details) [Line Items] | |||||||||||||||||||||
Received tranches | $ 9,439 | € 8,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 12 Months Ended | |||||||||||
Oct. 11, 2023 | Sep. 19, 2023 | Dec. 20, 2022 | Nov. 10, 2022 | Dec. 27, 2021 | Feb. 10, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Dec. 13, 2022 | Feb. 02, 2021 | |
Shareholders' Equity (Details) [Line Items] | ||||||||||||
Gross proceeds (in Dollars) | $ 1,330,000 | $ 1,690,000 | ||||||||||
Net amount (in Dollars) | $ 1,000,000 | 1.42 | ||||||||||
Issuance expenses (in Dollars) | $ 941,000 | $ 21,000 | $ 496,000 | |||||||||
Common units issued | 400,000 | |||||||||||
Price of per warrants (in Dollars per share) | $ 1.16 | |||||||||||
Exercise price (in Dollars per share) | $ 1.16 | $ 0.65 | ||||||||||
Share issued | 150,000 | |||||||||||
Purchase of warrants | 1,146,552 | 2,606,552 | 2,606,552 | |||||||||
Common Stock [Member] | ||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||
Ordinary shares | 400 | |||||||||||
Share capital | 20,000,000,000 | |||||||||||
Common Units [Member] | ||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||
Share issued | 400,000 | |||||||||||
Non-Exchangeable Warrant [Member] | ||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||
Expire, term | 3 years | |||||||||||
Warrants outstanding | 1,600,000 | |||||||||||
Exchangeable Warrant [Member] | ||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||
Expire, term | 1 year | |||||||||||
Warrants outstanding | 1,600,000 | |||||||||||
Pre-Funded Warrant [Member] | ||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||
Price of per warrants (in Dollars per share) | $ 1.159 | |||||||||||
Exercise price (in Dollars per share) | $ 0.001 | |||||||||||
Share issued | 1,200,000 | |||||||||||
Purchase of warrants | 746,552 | |||||||||||
American Depositary Shares [Member] | ||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||
Sale of ADS shares | 3,813,560 | 2,434,783 | ||||||||||
Price of per shares (in Dollars per share) | $ 2.36 | $ 4.95 | ||||||||||
Purchase assitional shares | 330,508 | 365,217 | ||||||||||
Gross proceeds (in Dollars) | $ 8,000,000 | $ 9,780,000 | $ 13,800,000 | |||||||||
Net amount (in Dollars) | 7,231,000 | 8,956,000 | 12,480,000 | |||||||||
Issuance expenses (in Dollars) | $ 769,000 | $ 63,000 | $ 360,000 | |||||||||
Share capital | 50,000,000 | |||||||||||
Common units issued | 1,600,000 | |||||||||||
Purchase price of per unit (in Dollars per share) | $ 5 | |||||||||||
Price of per warrants (in Dollars per share) | 4.99 | |||||||||||
Exercise price (in Dollars per share) | $ 0.01 | |||||||||||
Share issued | 289,389 | |||||||||||
Warrants outstanding | 750,000 | |||||||||||
Fair value, granted (in Dollars) | $ 270,000 | |||||||||||
American Depositary Shares [Member] | Common Stock [Member] | ||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||
Ordinary shares | 40 | |||||||||||
Share capital | 45,500,000 | |||||||||||
American Depositary Shares [Member] | Pre-Funded Warrant [Member] | ||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||
Warrants outstanding | 710,000 | |||||||||||
Articles of Association [Member] | Common Stock [Member] | ||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||
Share capital | 18,200,000,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Aug. 24, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation (Details) [Line Items] | ||||
Value of RSU | ||||
Exercise price per share | $ 1.81 | |||
Options value | $ 193 | |||
Replacement option, exercise price per share | $ 1.81 | |||
Replacement warrants | $ 59 | |||
Total fair value option | $ 1.03 | |||
Total unrecognized costs | $ 197 | |||
Board of Directors [Member] | ||||
Share-Based Compensation (Details) [Line Items] | ||||
Shares granted | 449,327 | |||
Officers and Directors [Member] | ||||
Share-Based Compensation (Details) [Line Items] | ||||
Shares granted | 364,229 | |||
Employees [Member] | ||||
Share-Based Compensation (Details) [Line Items] | ||||
Shares granted | 85,098 | |||
ADS [Member] | ||||
Share-Based Compensation (Details) [Line Items] | ||||
Shares granted | 186,800 | |||
Aggregate purchase shares | 186,800 | |||
Exercise price per share | $ 1.81 | |||
Replacement option to purchase | 56,271 | |||
Total fair value option | $ 0.157 | $ 0.281 | $ 0.384 | |
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Compensation (Details) [Line Items] | ||||
Value of RSU | $ 635 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details) - Schedule of Binomial Option-Pricing Model Used for the Fair Value Measurement | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Binomial Option-Pricing Model Used for the Fair Value Measurement [Abstract] | |||
Dividend yield | 0% | 0% | 0% |
Expected volatility of the share prices | 107% | 84% | 110% |
Risk-free interest rate | 4.20% | 2.10% | 1.70% |
Expected term (in years) | 10 years | 10 years | 10 years |
Share-Based Compensation (Det_3
Share-Based Compensation (Details) - Schedule of Number of Options Granted to Employees Under the Option Plans - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Schedule of Number of Options Granted to Employees Under the Option Plans [Abstract] | ||
Number of options, granted | 97,548,400 | |
Weighted average exercise price, granted | $ 1.81 | |
Weighted average remaining contractual term, granted | 9 years 2 months 12 days | |
Aggregate intrinsic value, granted | $ 434 | |
Number of Options, expired | (27,976,800) | |
Weighted average exercise price, expired | $ 0.8 | |
Weighted average remaining contractual term, expired | 7 years 25 days | |
Aggregate intrinsic value, expired | $ 4,533 | |
Number of options, ending balance | 28,919,600 | 98,491,200 |
Weighted average exercise price, ending balance | $ 0.8 | $ 1.7 |
Weighted average remaining contractual term, ending balance | 7 years 25 days | 9 years 10 months 24 days |
Aggregate intrinsic value, ending balance | $ 12 | $ 12 |
Number of Options, exercisable at year end | 942,800 | |
Weighted average exercise price, exercisable at year end | $ 70 | |
Weighted average remaining contractual term, exercisable at year end | 10 years | |
Aggregate intrinsic value, exercisable at year end | $ 181 |
Share-Based Compensation (Det_4
Share-Based Compensation (Details) - Schedule of Outstanding and Exercisable Options Granted - Stock Option [Member] | 12 Months Ended |
Dec. 31, 2023 shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding | 98,491,200 |
Options exercisable | 942,800 |
0.004 – 0. 19 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding | 98,491,200 |
Weighted average remaining contractual term (years) | 9 years 1 month 2 days |
Options exercisable | 942,800 |
Weighted average remaining contractual term (years) | 10 years |
Share-Based Compensation (Det_5
Share-Based Compensation (Details) - Schedule of Restricted Shares Units Activity - Restricted Shares Units [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation (Details) - Schedule of Restricted Shares Units Activity [Line Items] | |
Number of restricted shares, beginning balance | shares | 107,768 |
Weighted average grant date fair value, beginning balance | $ / shares | $ 6.49 |
Number of restricted shares, Granted | shares | 205,458 |
Weighted average grant date fair value, Granted | $ / shares | $ 1.62 |
Number of restricted shares, Vested | shares | (1,609) |
Weighted average grant date fair value, Vested | $ / shares | $ 34 |
Number of restricted shares, Forfeited | shares | (6,581) |
Weighted average grant date fair value, Forfeited | $ / shares | $ 6.49 |
Number of restricted shares, ending balance | shares | 305,036 |
Weighted average grant date fair value, ending balance | $ / shares | $ 3.06 |
Share-Based Compensation (Det_6
Share-Based Compensation (Details) - Schedule of Total Share-Based Compensation Expense to Equity-Based Awards - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation (Details) - Schedule of Total Share-Based Compensation Expense to Equity-Based Awards [Line Items] | |||
Total share-based compensation | $ 1,139 | $ 1,602 | $ 2,757 |
Research and development expenses [Member] | |||
Share-Based Compensation (Details) - Schedule of Total Share-Based Compensation Expense to Equity-Based Awards [Line Items] | |||
Total share-based compensation | 107 | 100 | 323 |
Marketing, general and administrative expenses [Member] | |||
Share-Based Compensation (Details) - Schedule of Total Share-Based Compensation Expense to Equity-Based Awards [Line Items] | |||
Total share-based compensation | $ 1,032 | $ 1,502 | $ 2,434 |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Taxes on Income [Abstract] | ||
Corporate tax rate | 23% | 23% |
Operating losses for tax purposes (in Dollars) | $ 26,109 |
Taxes on Income (Details) - Sch
Taxes on Income (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss carry forward | $ 26,109 | $ 21,683 |
Temporary differences mainly relating to Research and Development | 336 | |
Lease liabilities | 307 | 336 |
Deferred tax asset before valuation allowance | 26,416 | 22,355 |
Right-of-use assets | (217) | (334) |
Deferred tax liabilities before valuation allowance | (217) | (334) |
Valuation allowance | (26,199) | (22,021) |
Deferred tax asset, net |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share (Details) - Schedule of Number of Shares and Loss Used in the Computation of Net Loss Per Share - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Number of Shares and Loss Used in the Computation of Net Loss Per Share [Abstract] | |||
For the computation of basic loss, Weighted number of shares | 1,562,627,495 | 754,076,407 | 564,575,967 |
For the computation of basic loss, Net loss attributable to equity holders of the Company | $ 6,415 | $ 5,796 | $ 8,206 |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share (Details) - Schedule of Number of Shares and Loss Used in the Computation of Net Loss Per Share (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Number of Shares and Loss Used in the Computation of Net Loss Per Share [Abstract] | |||
For the computation of diluted loss, Weighted number of shares | 1,562,627,495 | 754,076,407 | 564,575,967 |
For the computation of diluted loss, Net loss attributable to equity holders of the Company | $ 6,415 | $ 5,796 | $ 8,206 |
Basic and Diluted Net Loss Pe_5
Basic and Diluted Net Loss Per Share (Details) - Schedule of Diluted Weighted Average Number of Shares Outstanding Because they are Anti – Diluted - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Diluted weighted average number of shares outstanding | 98,491,200 | 28,919,600 | 28,889,600 |
Restricted Share Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Diluted weighted average number of shares outstanding | 214,729,600 | 43,107,200 | 24,196,000 |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Diluted weighted average number of shares outstanding | 1,100,500,800 | 292,940,000 |
Financial Income, Net (Details)
Financial Income, Net (Details) - Schedule of Finance Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income: | |||
Exchange differences, net | $ 1,524 | ||
Remeasurement of warrants liabilities | 4,024 | 711 | |
Bank deposits | 79 | ||
Finance income in respect of loans from others | 44 | 3,051 | 3,152 |
Total income | 4,147 | 5,286 | 3,152 |
Expenses: | |||
Exchange differences, net | 933 | 487 | |
Bank commissions and other financial expenses | 8 | 21 | 9 |
Total expenses | 941 | 21 | 496 |
Total financial income, net | $ 3,206 | $ 5,265 | $ 2,656 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | ||||
Sep. 19, 2023 | Dec. 31, 2023 | Jan. 04, 2024 | Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events (Details) [Line Items] | |||||
Aggregate Shares | 1,146,552 | 2,606,552 | 2,606,552 | ||
Exercise price per share | $ 1.16 | $ 0.65 | |||
Gross proceeds | $ 1,330,000 | $ 1,690,000 | |||
Net amount | $ 1,000,000 | 1.42 | |||
Issuance expenses | $ 275 | ||||
Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Aggregate Shares | 5,213,104 | ||||
Exercise price per share | $ 0.65 |