Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | ONDAS HOLDINGS INC. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Central Index Key | 0001646188 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||||
Cash and cash equivalents | $ 2,849 | $ 6,686 | $ 4,556 | $ 780 |
Restricted cash | 57 | 62 | 60 | 49 |
Accounts receivables | 356 | 250 | 122 | 128 |
Inventory | 1,126 | 1,210 | ||
Other accounts receivables | 307 | 393 | 652 | 280 |
Total current assets | 4,695 | 8,601 | 5,390 | 1,237 |
Long-term deposits | 46 | 34 | 32 | |
Right-of-use-assets | 508 | 674 | 777 | 892 |
Property and equipment, net | 2,772 | 3,142 | 5,557 | 6,111 |
Intangible assets, net | 15 | 26 | 39 | 52 |
Total non-current assets | 3,341 | 3,876 | 6,405 | 7,055 |
Total assets | 8,036 | 12,477 | 11,795 | 8,292 |
Current maturities of long-term bank loans | 999 | |||
Accounts payables | 85 | 312 | 447 | 220 |
Lease liability | 309 | 328 | 310 | 271 |
Government grants liability | 78 | 134 | 196 | 143 |
Convertible loans | 13,282 | |||
Loan from related party | 1,043 | |||
Other Payables | 1,281 | 1,517 | 1,722 | 1,409 |
Total current liabilities | 2,796 | 2,291 | 15,957 | 3,042 |
Government grants liability | 1,528 | 1,348 | 1,352 | 1,032 |
Long-term lease liabilities | 223 | 452 | 545 | 697 |
Convertible loans | 8,567 | |||
SAFE liability | 4,497 | |||
Total non-current liabilities | 1,751 | 1,800 | 6,394 | 10,296 |
Total liabilities | 4,547 | 4,091 | 22,351 | 13,338 |
Ordinary share capital | 52 | 51 | 153 | 153 |
Share premium and reserves | 150,331 | 149,094 | 119,949 | 116,323 |
Foreign currency translation reserve | (2) | (2) | (3) | 466 |
Accumulated deficit | (146,892) | (140,757) | (130,655) | (121,988) |
Total equity (deficiency) | 3,489 | 8,386 | (10,556) | (5,046) |
Total liabilities and equity | $ 8,036 | $ 12,477 | $ 11,795 | $ 8,292 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenues | $ 544 | $ 1,646 | $ 3,287 | $ 1,609 |
Cost of revenues | 1,299 | 2,225 | 3,661 | 3,477 |
Gross loss | 755 | 579 | 374 | 1,868 |
Research and development expenses | 2,103 | 4,255 | 7,702 | 6,387 |
Sales and marketing expenses | 1,104 | 799 | 3,219 | 847 |
General and administrative expenses | 1,646 | 2,787 | 6,033 | 2,671 |
Other expenses (income), net | 287 | (880) | 146 | (81) |
Operating loss | 5,895 | 7,540 | 17,474 | 11,692 |
Financing expenses | 330 | 1,141 | 1,383 | 2,693 |
Financing income | 90 | 14 | 88 | 77 |
Loss for the period | 6,135 | 8,667 | 18,769 | 14,308 |
Loss from exchange differences on translation of foreign operations | 3 | 2 | 91 | |
Loss from disposal of foreign operation | 466 | 466 | ||
Total other comprehensive loss, net of tax | 469 | 468 | 91 | |
Total comprehensive loss | $ 6,135 | $ 9,136 | $ 19,237 | $ 14,399 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Ordinary share capital | Share premium and reserves | Foreign currency translation reserve | Accumulated deficit | Total | |
Balance at Dec. 31, 2019 | $ 153 | $ 113,147 | $ 557 | $ (107,680) | $ 6,177 | |
Loss for the period | (14,308) | (14,308) | ||||
Other comprehensive loss | (91) | (91) | ||||
Equity component in a convertible loan | 2,489 | 2,489 | ||||
Share-based payments | 687 | 687 | ||||
Balance at Dec. 31, 2020 | 153 | 116,323 | 466 | (121,988) | (5,046) | |
Loss for the period | (8,667) | (8,667) | ||||
Other comprehensive loss | (469) | (469) | ||||
Equity component in a convertible loan | 183 | 183 | ||||
Exercise of options by employees | 3 | 3 | ||||
Share-based payments | 3,440 | 3,440 | ||||
Balance at Jun. 30, 2021 | 153 | 119,949 | (3) | (130,655) | (10,556) | |
Balance at Dec. 31, 2020 | 153 | 116,323 | 466 | (121,988) | (5,046) | |
Loss for the period | (18,769) | (18,769) | ||||
Other comprehensive loss | (468) | (468) | ||||
Exercise of options | 2 | 39 | 41 | |||
Exercise of options | 1 | 34 | 35 | |||
Equity component in a convertible loan | [1] | 217 | 217 | |||
Share-based payments | [2] | 7,185 | 7,185 | |||
Conversion of convertible loan | [1] | 775 | 14,123 | 14,898 | ||
Shareholders’ contribution to equity | [1] | 3,436 | 3,436 | |||
Reduction of share par value | [2] | (896) | 896 | |||
Conversion of SAFE liability | [1] | 8 | 4,464 | 4,472 | ||
Issuance of share capital, net of issuance costs | [2] | 9 | 5,847 | 5,856 | ||
Issue costs related to conversion of convertible loan | [1] | (3,436) | (3,436) | |||
Exercise of options | 1 | 5 | 6 | |||
Balance at Dec. 31, 2021 | 51 | 149,094 | (2) | (140,757) | 8,386 | |
Loss for the period | (6,135) | (6,135) | ||||
Capital contribution from related party | [2] | 78 | 78 | |||
Exercise of options by employees | 1 | 15 | 16 | |||
Share-based payments | 1,144 | 1,144 | ||||
Balance at Jun. 30, 2022 | $ 52 | $ 150,331 | $ (2) | $ (146,892) | $ 3,489 | |
[1]See note 13.[2]See note 12. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Statement of Cash Flows [Abstract] | |||||||
Loss | $ (6,135) | $ (8,667) | $ (18,769) | $ (14,308) | |||
Depreciation and impairment of property and equipment and right-of-use assets | 729 | 435 | 1,861 | 1,055 | |||
Amortization and impairment of intangible assets | 11 | 18 | 32 | 71 | |||
(Gain) or loss on disposal or sale of property and equipment | 26 | (355) | (292) | (89) | |||
Impairment of inventory | 84 | ||||||
Share-based payments | 1,144 | 3,440 | 7,185 | 687 | |||
Financing expenses, net | 135 | 1,109 | 1,361 | 2,732 | |||
Revaluation of government grants | (37) | (144) | (203) | (247) | |||
Loan forgiveness guaranteed by the US government | (166) | (166) | |||||
Income from disposal of foreign operation | (466) | (466) | |||||
Loss from early termination of leases | 96 | ||||||
Remeasurement of options | 38 | ||||||
Total | 2,092 | 3,871 | 9,350 | 4,305 | |||
Decrease (increase) in accounts receivable | (106) | 6 | (122) | 438 | |||
Decrease (increase) in other accounts receivable | 29 | (373) | (108) | 794 | |||
Increase (decrease) in accounts payable | (227) | 193 | 92 | (79) | |||
Increase (decrease) in other payables | (188) | 297 | 114 | 28 | |||
Net increase decrease of assets and liabilities | (492) | 123 | (24) | 1,181 | |||
Net cash used in operating activities | (4,535) | (4,673) | (9,443) | (8,822) | |||
Change in restricted cash, net | (11) | (14) | 94 | ||||
Investments in deposits | (6) | (2) | (4) | ||||
Proceeds from sale of property and equipment | 7 | 983 | 997 | 2 | |||
Purchase of property and equipment | (235) | (334) | (518) | (1,063) | |||
Net cash provided by (used in) investing activities | (234) | 636 | 461 | (967) | |||
Repayment of loans received | (833) | (833) | (816) | ||||
Proceeds from exercise of options, net | 12 | 3 | 4 | ||||
Payment of interest for loans and leases | (24) | (38) | (66) | (170) | |||
Payment of lease liability | (162) | (155) | (319) | (485) | |||
Receipt of a guaranteed loan from the US government | 166 | ||||||
Loan from related party | [1] | 1,100 | |||||
Proceeds from issuance of share capital, net | 5,856 | ||||||
Proceeds from government grants | 64 | 335 | 416 | 517 | |||
Payment of government grant royalties | (57) | (12) | (69) | (70) | |||
Proceeds from convertible loan | 4,063 | 5,446 | [2] | 8,004 | [2] | ||
Proceeds from SAFE | 4,455 | 4,455 | |||||
Cash provided by financing activities | 933 | 7,818 | 14,890 | 7,146 | |||
Exchange rate differences of cash balances and cash equivalents | (1) | (5) | (2) | (114) | |||
Net Increase (decrease) in cash and cash equivalents during the year | (3,837) | 3,776 | 5,906 | (2,757) | |||
Cash and cash equivalent at the beginning of the period | 6,686 | 780 | 780 | 3,537 | |||
Cash and cash equivalents at the end of the year | 2,849 | 4,556 | 6,686 | 780 | |||
Change of use of Property and equipment to inventory | 1,210 | ||||||
(a) Significant non-cash transactions: | |||||||
Purchase of property and equipment on credit | 14 | 34 | |||||
Right-of-use asset recognized with corresponding lease liability | (10) | 28 | 64 | $ 740 | |||
Non-cash share issuance | 3 | 6 | |||||
Conversion of convertible loan, SAFE & Warrant liability | $ 19,402 | ||||||
[1]See Note 4(d).[2]See note 13 |
General
General | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
General | NOTE 1: General a. b. -motor -to-end As of December 31, 2021, considering the expansion of the Company’s operations in the United Arab Emirates, the Company intend to sell the UAV equipment itself (a system that includes the docking station, 2 Drones and Mast), in addition to its service package as described above. c. d. -owned The Company’s subsidiary Airobotics Inc. was incorporated in the United States in 2016 and began operations during 2018. The subsidiary operates in sales, marketing and support of the Company’s products in the United States. The subsidiary Airobotics PTE was incorporated in Singapore during the second quarter of 2019. As of the reporting date, the subsidiary has no sales and marketing activities. The subsidiary Airobotics Gulf DMCC was incorporated in Dubai on March 8, 2022. The subsidiary will concentrate sales and marketing activities in the United Arab Emirates and the Persian Gulf countries. e. -month f. -month The Company will be required to obtain additional financing in the short term in order to support its operation. The Company’s ability to successfully carry out its business plan is primarily dependent upon the continued financial support from its shareholders and its ability to raise sufficient additional capital. There are no assurances, however, that the Company will be successful in obtaining an adequate level of financing needed to support its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or liabilities that might be necessary should the Company be unable to continue as a going concern. The management’s plans include, among other things, the following: 1. 2. 3. 4. 5. 6. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | NOTE 2: Summary of Significant Accounting Policies a. The interim consolidated financial statements have been prepared in accordance with IAS The significant accounting policies applied in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the annual consolidated financial statements, except as described below: b. 1. In May 2020, the IASB issued an amendment to IAS The Amendment is effective for annual reporting periods beginning on or after January 1, 2022. The application of the Amendment did not have a material impact on the Company’s interim financial statements. 2. In May 2020, the IASB issued Amendments to IFRS The IASB added an exception to the recognition principle of IFRS 3 to avoid the issue of potential ‘day 2’ gains or losses arising for liabilities and contingent liabilities that would be within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets or IFRIC 21 Levies, if incurred separately. The exception requires entities to apply the criteria in IAS 37 or IFRIC The Amendments also clarify that contingent assets do not qualify for recognition at the acquisition date. The Amendments are applied prospectively for annual reporting periods beginning on or after January 1, 2022. The application of the Amendments did not have a material impact on the Company’s interim financial statements. 3. -2020 In May 2020, the IASB issued certain amendments in the context of the Annual Improvements to IFRSs 2018 -2020 According to the Amendment, fees paid net of any fees received that are included in the cash flows are only those fees paid or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other’s behalf. The Amendment is effective for annual periods beginning on or after January 1, 2022. The Amendment is applied to financial liabilities that are modified or exchanged on or after the beginning of the annual reporting period in which the entity first applies the Amendment, that is from January 1, 2022. | Note 2 — Significant Accounting Policies: The following accounting policies have been applied consistently in the financial statements for all periods presented, unless otherwise stated. a. These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The Company’s financial statements have been prepared on a cost basis, except for financial assets and liabilities (including derivatives) which are presented at fair value through profit or loss. The Company has elected to present the profit or loss items using the function of expense method. b. 1. The presentation currency of the financial statements is the USD. The Group determines the functional currency of each Group entity. Assets, including fair value adjustments upon acquisition, and liabilities of an investee which is a foreign operation, are translated at the closing rate at each reporting date. Profit or loss items are translated at average exchange rates for all periods presented. The resulting translation differences are recognized in other comprehensive loss. Upon the full or partial disposal of a foreign operation resulting in loss of control in the foreign operation, the cumulative gain (loss) from the foreign operation which had been recognized in other comprehensive loss is carried to profit or loss. Upon the partial disposal of a foreign operation which results in the retention of control in the subsidiary, the relative portion of the amount recognized in other comprehensive income is reattributed to non -controlling 2. Transactions denominated in foreign currency are recorded upon initial recognition at the exchange rate at the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are translated at each reporting date into the functional currency at the exchange rate at that date. Exchange rate differences, other than those capitalized to qualifying assets or accounted for as hedging transactions in equity, are recognized in profit or loss. Non -monetary -monetary c. Cash equivalents are considered as highly liquid investments, including unrestricted short -term d. -term Short -term e. The consolidated financial statements comprise the financial statements of companies that are controlled by the Company (subsidiaries). Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Potential voting rights are considered when assessing whether an entity has control. The consolidation of the financial statements commences on the date on which control is obtained and ends when such control ceases. Significant intragroup balances and transactions and gains or losses resulting from intragroup transactions are eliminated in full in the consolidated financial statements. f. The Company’s normal operating period is one year. g. Revenue from contracts with customers is recognized when the control over the goods or services is transferred to the customer. The transaction price is the amount of the consideration that is expected to be received based on the contract terms, excluding amounts collected on behalf of third parties (such as taxes). Revenue from the sale of goods: Revenue from sale of goods is recognized in profit or loss at the point in time when the control of the goods is transferred to the customer, generally upon delivery of the goods to the customer. Revenue from rendering of services: Revenue from rendering of services is recognized over time, during the period the customer simultaneously receives and consumes the benefits provided by the Company’s performance. The Company charges its customers based on payment terms agreed upon in specific agreements. h. Current or deferred taxes are recognized in profit or loss, except to the extent that they relate to items which are recognized in other comprehensive income or equity. Current Taxes: The current tax liability is measured using the tax rates and tax laws that have been enacted or substantively enacted by the reporting date as well as adjustments required in connection with the tax liability in respect of previous years. i. Property and equipment are measured at cost, including directly attributable costs, less accumulated depreciation, accumulated impairment losses and any related investment grants and excluding day -to-day Depreciation is calculated on a straight -line % Docking stations and Drones 20 – 33 Computers and peripheral equipment 33 Office furniture and equipment 6 – 33 Motor vehicles 20 Leasehold improvements (*) ____________ (*) -line The useful life, depreciation method and residual value of an asset are reviewed at least each year -end j. Separately acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Expenditures relating to internally generated intangible assets, excluding capitalized development costs, are recognized in profit or loss when incurred. Intangible assets with a finite useful life are amortized on a straight -line The intangible assets of the Company consist of software. Depreciation is calculated on a straight -line % Software 33 Research and development expenditures: Research expenditures are recognized in profit or loss when incurred. Costs incurred in an internal development project are recognized as an intangible asset when the following conditions are met: - - - - - - When an internally developed intangible asset cannot be recognized, the development costs are recognized as an expense in profit or loss as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period. The Company focuses on improving existing technology and related software, and is in various stages of project examination and development. As of reporting date, there is no certainty as to the existence of technical, financial and other resources to complete these processes, and accordingly, the Company did not recognize the asset in its financial statements. In light of the above, development expenses up to reporting date did not meet such conditions, and were therefore charged to the statement of comprehensive income when incurred. k. -Financial The Company evaluates the need to record an impairment of non -financial -financial -tax -generating An impairment loss of an asset, other than goodwill, is reversed only if there have been changes in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. Reversal of an impairment loss, as above, shall not be increased above the lower of the carrying amount that would have been determined (net of depreciation or amortization) had no impairment loss been recognized for the asset in prior years and its recoverable amount. The reversal of impairment loss of an asset presented at cost is recognized in profit or loss. l. 1. Financial Assets: Financial assets are measured upon initial recognition at fair value plus transaction costs that are directly attributable to the acquisition of the financial assets, except for financial assets measured at fair value through profit or loss in respect of which transaction costs are recorded in profit or loss. The Company classifies and measures debt instruments in the financial statements based on the following criteria: - - a) The Company’s business model is to hold the financial assets in order to collect their contractual cash flows, and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. After initial recognition, the instruments in this category are measured according to their terms at amortized cost using the effective interest rate method, less any provision for impairment. 2. Impairment of Financial Assets: The Company evaluates at the end of each reporting period the loss allowance for financial debt instruments which are not measured at fair value through profit or loss. The Company distinguishes between two types of loss allowances: a) -month b) An impairment loss on debt instruments measured at amortized cost is recognized in profit or loss with a corresponding loss allowance that is offset from the carrying amount of the financial asset. The Company has short -term 3. Derecognition of Financial Assets: A financial asset is derecognized only when: - - - 4. Financial Liabilities: a) Financial Liabilities Measured at Amortized Cost: Financial liabilities are initially recognized at fair value less transaction costs that are directly attributable to the issue of the financial liability. After initial recognition, the Company measures all financial liabilities at amortized cost using the effective interest rate method, except for: Financial liabilities measured at fair value through profit or loss such as derivatives; b) Financial Liabilities Measured at Fair Value Through Profit or Loss: At initial recognition, the Company measures these financial liabilities at fair value. Transaction costs are recognized in profit or loss. After initial recognition, changes in fair value are recognized in profit or loss. 5. Derecognition of Financial Liabilities: A financial liability is derecognized only when it is extinguished, that is when the obligation specified in the contract is discharged or canceled or expires. A financial liability is extinguished when the debtor discharges the liability by paying in cash, other financial assets, goods or services; or is legally released from the liability. When there is a modification in the terms of an existing financial liability, the Company evaluates whether the modification is substantial, taking into account qualitative and quantitative information. If the terms of an existing financial liability are substantially modified or a liability is exchanged for another liability from the same lender with substantially different terms, the modification or exchange is accounted for as an extinguishment of the original liability and the recognition of a new liability. The difference between the carrying amounts of the above liabilities is recognized in profit or loss. If the modification in the terms of an existing liability is not substantial or if a liability is exchanged for another liability from the same lender whose terms are not substantially different, the Company recalculates the carrying amount of the liability by discounting the revised cash flows at the original effective interest rate and any resulting difference is recognized in profit or loss. 6. Complex Financial Instruments: Convertible loans, which contain both an equity component and a liability component are separated into two components. This separation is performed by first determining the liability component based on the fair value of an equivalent non -convertible 7. Extinguishing financial liabilities with equity instruments: Equity instruments issued to replace a debt are measured at the fair value of the equity instruments issued if their fair value can be reliably measured. If their fair value cannot be reliably measured, the equity instruments are measured based on the fair value of the financial liability extinguished on the date of extinguishment. The difference between the carrying amount of the financial liability extinguished and the fair value of the equity instruments issued is recognized in profit or loss. m. Inventories are measured at the lower of cost and net realizable value. The cost of inventories comprises costs of purchase and costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less estimated costs of completion and estimated costs necessary to make the sale. The Company periodically evaluates the condition and age of inventories and makes provisions for slow moving inventories accordingly. Cost of inventories is determined as follows: Raw materials — at cost of purchase using the “first -in -out Work in progress and finished goods — on the basis of average costs including materials, labor and other direct and indirect manufacturing costs based on normal capacity. Change of Use — From Property and equipment to Inventory: Considering the expansion of the Company’s operations in the United Arab Emirates, the Company intend to sell some of the UAV equipment to customers as part of its business model (a system that includes the docking station, 2 Drones and Mast), in addition to its service package as described above. Therefore, as of December 31, 2021, the company has decided to transfer the UAV equipment, that were classified as property, plant, and equipment, to Inventory. n. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurement is based on the assumption that the transaction will take place in the asset’s or the liability’s principal market, or in the absence of a principal market, in the most advantageous market. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. Fair value measurement of a non -financial The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities measured at fair value or for which fair value is disclosed are categorized into levels within the fair value hierarchy based on the lowest level input that is significant to the entire fair value measurement: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — inputs other than quoted prices included within Level 1 that are observable directly or indirectly. Level 3 — inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). o. A provision in accordance with IAS 37 is recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects part or all of the expense to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense is recognized in the statement of profit or loss net of any reimbursement. Following are the types of provisions included in the financial statements: Legal Claims: A provision for claims is recognized when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required by the Group to settle the obligation and a reliable estimate can be made of the amount of the obligation. p. The Group has several employee benefits plans: 1. Short Term Employee Benefits: Short -term -sharing 2. Post-Employment Benefits: The plans are normally financed by contributions to insurance companies and classified as defined contribution plans. The Group has defined contribution plans pursuant to section 14 to the Severance Pay Law under which the Group pays fixed contributions and will have no legal or constructive obligation to pay further contributions if the fund does not hold sufficient amounts to pay all employee benefits relating to employee service in the current and prior periods. Contributions to the defined contribution plan in respect of severance or retirement pay are recognized as an expense when contributed concurrently with performance of the employee’s services. All employees of the Company in Israel are subject to Section 14 of Severance Compensation Law, 1963. q. -Based The Company’s employees or other service providers are entitled to remuneration in the form of equity -settled -based Equity-settled transactions: The cost of equity -settled As for other service providers, the cost of the transactions is measured at the fair value of the goods or services received as consideration for equity instruments granted. The cost of equity -settled -settled No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether the market condition is satisfied, provided that all other vesting conditions (service and/or performance) are satisfied. If the Company modifies the conditions on which equity -instruments -based If a grant of an equity instrument is canceled, it is accounted for as if it had vested on the cancelation date and any expense not yet recognized for the grant is recognized immediately. However, if a new grant replaces the canceled grant and is identified as a replacement grant on the grant date, the canceled and new grants are accounted for as a modification of the original grant, as described above. r. Government grants are recognized when there is reasonable assurance that the grants will be received, and the Company will comply with the attached conditions. Government grants received from the Israel Innovation Authority (formerly: the Office of the Chief Scientist in Israel, “the IIA”) are recognized upon receipt as a liability if future economic benefits are expected from the research project that will result in royalty -bearing A liability for grants received is first measured at fair value using a discount rate that reflects a market rate of interest. The difference between the amount of the grant received and the fair value of the liability is accounted for as a government grant and recognized as a reduction of research and development expenses. After initial recognition, the liability is measured at amortized cost using the effective interest method. Royalty payments are treated as a reduction of the liability. If no economic benefits are expected from the research activity, the grant receipts are recognized as a reduction of the related research and development expenses. In that event, the royalty obligation is treated as a contingent liability in accordance with IAS 37. At each reporting date, the Company evaluates whether there is reasonable assurance that the liability recognized, in whole or in part, will not be repaid (since the Company will not be required to pay royalties) based on the best estimate of future sales and using the original effective interest method, and if so, the appropriate amount of the liability is derecognized against a corresponding reduction in research and development expenses. Amounts paid as royalties are recognized as settlement of the liability. s. The Company accounts for a contract as a lease when the contract terms convey the right to control the use of an identified asset for a period of time in exchange for consideration. 1. For leases in which the Company is the lessee, the Company recognizes on the commencement date of the lease a right -of-use -line -lease Leases which entitle employees to a company car as part of their employment terms are accounted for as employee benefits in accordance with the provisions of IAS 19 and not as subleases. On the commencement date, the lease liability includes all unpaid lease payments discounted at the interest rate implicit in the lease, if that rate can be readily determined, or otherwise using the Company’s incremental borrowing rate. After the commencement date, the Company measures the lease liability using the effective interest rate method. On the commencement date, the right -of-use -of-use 2. On the commencement date, the Company uses the index rate prevailing on the commencement date to calculate the future lease payments. For leases in which the Company is the lessee, the aggregate changes in future lease payments resulting from a change in the index are capitalized (without a change in the discount rate applicable to the lease liability) to the right -of-use 3. A non -cancelable In the event of any change in the expected exercise of the lease extension option or in the expected non -exercise -of-use 4. If a lease modification does not reduce the scope of the lease and does not result in a separate lease, the Company remeasures the lease liability based on the modified lease terms using a revised discount rate as of the modification date and records the change in the lease liability as an adjustment to the right -of-use If a lease modification reduces the scope of the lease, the Company recognizes a gain or loss arising from the partial or full reduction of the carrying amount of the right -of-use -of-use |
Revenue from Services
Revenue from Services | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue from services | NOTE 3: Revenue from services The company has service agreements for collecting information and making it accessible, according to customer requirements. For the six months For the year 2022 2021 Unaudited Audited USD thousands Revenue by geographical markets: Singapore 149 1,495 2,841 Israel 275 151 326 United Arab Emirates 120 — 120 544 1,646 3,287 Breakdown of revenues by customers: Monitoring and policing authorities (“Smart City”) 269 1,495 2,961 Industry 275 151 326 544 1,646 3,287 | Note 15 — Revenue : The Company has service agreements for collecting and making information accessible according to the customer’s needs. Set out below is the disaggregation of the Group’s revenue by geographical markets: Year Ended December 31, 2021 2020 U.S. dollars in thousands Singapore 2,841 1,259 Israel 326 249 United States — 101 United Arab Emirates 120 — 3,287 1,609 Set out below is the disaggregation of the Group’s revenue by type of customer: Year Ended December 31, 2021 2020 U.S. dollars in thousands Supervisory and Police Authorities (‘Smart City’) 2,961 1,259 Industry 326 245 Security — 105 3,287 1,609 |
Material Events During the Repo
Material Events During the Reporting Period | 6 Months Ended |
Jun. 30, 2022 | |
Material Events During The Reporting Period Abstract | |
Material Events during the Reporting Period | NOTE 4: Material Events during the Reporting Period a. b. Share-based compensation: 1. four 2. c. Related party disclosers On May 19, 2022, the Company entered into a loan agreement (the “Agreement”) with the OurCrowd Group, an related party in the Company (the “Lender”), according to which the Lender will provide the Company, upon signing the agreement, with a loan of USD 1.1 million dollars (the “Loan Principal”), at an annual interest of 6% (the “Interest”). The principal will be repaid in one lump sum on May 19, 2027 or within 30 business days from the date on which the Company will raise capital, either in one round or in several rounds, totaling together USD 2 million dollars or more (“Round”), whichever comes first (“Maturity Date”). The interest will be paid annually on December 31 of each calendar year for the past year or part of it, as the case may be, or on the Maturity Date as defined above, or on an early maturity date, as stated below. It is clarified that the loan and/or any other loan taken by the Company will not be counted for the purpose of calculating the cumulative total capital raised. The Company may repay the loan (Principal and Interest) early, in whole or in part, at any time and for any reason, with advance notice in writing to the Lender 7 days prior to the early repayment, at its sole discretion, and without an early repayment fee. The repayment of the loan will not be secured by a lien, or any other collateral and the loan is not convertible to equity. The Company undertook that starting from the date of signing the Agreement, and as long as the loan Principal and the accrued Interest have not been repaid in full, the Company will not take a loan and/or any other financing with a higher priority than the loan from any party other than the Lender, without the prior consent in writing of the Lender. It is clarified that the Company may take a loan and/or any other financing from any other party at any time and without the Lender’s approval, if the loan and/or other financing will be used, among other things, to repay the Loan in full. If the Company does not make any payment to the Lender under the Agreement, the Company must pay the Lender immediately upon its first demand, for the amount in arrears, interest on arrears for the period in arrears at a rate of 5% per year plus VAT (in addition to the Interest, as defined above), without prejudice to the right of the Lender to other remedies. As this is a loan on favorable terms from a shareholder of the Company, the beneficial component was classified as a capital contribution from related party. The discount rate was calculated using the WACC (weighted average cost of capital) model. The WACC is the weighted rate of return required by the holders of capital and debt. The WACC was valued at about 19.27%. The rate of return on equity was calculated using the CAPM (capital asset pricing model) model. According to this model, the rate of return on equity is derived from risk -free The total fair value of the loan at the measurement date was USD 1,022,258. The remaining amount of the loan, USD 77,742, was classified as a capital contribution from related party. |
Material Events After the Repor
Material Events After the Reporting Period | 6 Months Ended |
Jun. 30, 2022 | |
Material Events After The Reporting Period Abstract | |
Material Events after the Reporting Period | NOTE 5: Material Events after the Reporting Period a. NOTE 5: Material Events after the Reporting Period (cont.) On August 4, 2022, the Company entered into a Merger Agreement with Ondas and Talos for the purpose of defining the terms and conditions of the Merger. According to the Merger Agreement, each holder of an Ordinary Share of the Company, par value of NIS 0.01 each, immediately prior to the date of the Merger, would receive, in exchange for such share, 0.16806 As a result of the Merger: (i) the Company will continue to exist and will become an Israeli private subsidiary company wholly owned by Ondas; (ii) the shares of the Company will be delisted from the Tel Aviv Stock Exchange (“TASE”) and it will cease to be considered a “reporting company”; (iii) the securities of the Company will be exchanged for shares of Ondas; and (iv) Talos will merge into the Company and be dissolved without liquidation and shall be removed from the Israeli Registrar of Companies’ registry. As of August 4, 2022, the compensation reflected a price per share of US$ 0.89 (approximately NIS 3.00), which was calculated based on the representative USD:ILS exchange rate and the known closing price of Ondas’ shares on the last day prior to August 4, 2022. It represented an approximately forty -eight -one Following the date of the Agreement, Ondas will grant the company up to $1.5 million credit amount for the financing of the ongoing activities of the Company (see note c below). The closing of the Merger shall take place on a date to be set by the parties but no later than two business days following the completion or waiver of all the required terms of the Merger Agreement. The Merger Agreement included obligations and restrictions on all parties for the period between August 4, 2022 and the closing of the Merger (or a terminate date), including, amongst others, the repayment of the US$ 1,100,000 loan owed to OurCrowd by the Company (the “OurCrowd Loan”) immediately following the closing of the Merger if the Company chooses not to pay off the OurCrowd Loan prior to the closing of the Merger. The Merger Agreement included certain circumstances in which, if they occur, the Company will be required to pay Ondas a termination fee of US$ 800,000 (the “Termination Fee”), in addition to payment for expenses of up to US$ 1,000,000 (the “Termination Cap”), provided that the Company is not required to pay more than the Termination Cap in the aggregate, including the Termination Fee. b. c. The conditions of the loan are as followed: The Credit amount will be available to the company starting October 3, 2022. Date of Repayment will be the earliest of: (a) February 1, 2023; or (b) Date of termination of the Merger Agreement due to a breach of its terms by the Company. The Company has the right to early repayment, partial or in full (with no additional fee). Interest rate of the loan will be a fixed interest at a rate of 6% on the principal drawn down. An additional 2% of interest will be added in the event of a breach. The Loan’s principal and accrued interest shall be repaid in one payment on the due date. Guarantees and collateral: (1) A first -degree -degree |
General_2
General | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
General | Note 1 — General: a. b. -motor -to-end As of December 31, 2021, considering the expansion of the Company’s operations in the United Arab Emirates, the Company intend to sell the UAV equipment itself (a system that includes the docking station, 2 Drones and Mast), in addition to its service package as described above. c. d. The Company’s subsidiary, Airobotics Inc., was incorporated in the United States in 2016 and began operations in 2018. The subsidiary, Airobotics PTI, was incorporated in Singapore during the second quarter of 2019. As of reporting date, the subsidiaries have no sales and marketing activities. The subsidiary Airobotics PTE was incorporated in Singapore during the second quarter of 2019. As of the reporting date, the subsidiary has no sales and marketing activities. The subsidiary Airobotics Gulf DMCC was incorporated in Dubai on March 8, 2022. The subsidiary will concentrate sales and marketing activities in the United Arab Emirates and the Persian Gulf countries. The subsidiary, Airobotics PTY., was incorporated in Australia in 2016 and began operations in June 2017. At the end of 2019, the subsidiary in Australia closed its operations and completed its voluntary liquidation process in June 2021. The Company recorded a gain as a result of the disposal of its operations in Australia. The subsidiary, Airobotics K.K., was incorporated in Japan during the second quarter of 2019 and, in the first quarter of 2020 closed its operations and was dissolved. e. The Company will be required to obtain additional financing in the short term in order to support its operation. The Company’s ability to successfully carry out its business plan is primarily dependent upon the continued financial support from its shareholders and its ability to raise sufficient additional capital. There are no assurances, however, that the Company will be successful in obtaining an adequate level of financing needed to support its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or liabilities that might be necessary should the Company be unable to continue as a going concern. The management’s plans include, among other things, the following: 1. 2. 3. 4. 5. 6. f. COVID-19 pandemic: In December 2019, a novel coronavirus (“COVID -19 The global COVID -19 -wide -19 -19 -time Company’s unmanned aerial vehicle technology. The use of Airobotics’ systems included over 1,200 operational flights over a period of 3 months in a populated area, in the urban area of Singapore. As of reporting date, the Company believes that its business activity will not be significantly affected. by the COVID -19 pandemic |
Significant accounting judgment
Significant accounting judgments, estimates and assumptions used in the preparation of the financial statements | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Judgments Estimates And Assumptions Used In The Preparation Of The Financial Statements Abstract | |
Significant accounting judgments, estimates and assumptions used in the preparation of the financial statements | Note 3 — Significant accounting judgments, estimates and assumptions used in the preparation of the financial statements: In the process of applying the significant accounting policies, the Group has made the following judgments which have the most significant effect on the amounts recognized in the financial statements: a. The Judgments: Determining the Fair Value of a Share-Based Payment: The fair value of share -based Development Costs: The Company’s management consider whether the criteria for recognizing costs in respect of development projects as intangible assets are met. In all the reporting periods, the criteria for recognizing development project costs as an intangible asset have not been met. Accordingly, all development costs were recognized in profit or loss. b. Estimates and Assumptions: The preparation of the financial statements requires management to make estimates and assumptions that have an effect on the application of the accounting policies and on the reported amounts of assets, liabilities, revenues and expenses. Changes in accounting estimates are recognized in the period the change in estimate was made. The key assumptions made in the financial statements concerning uncertainties at the reporting date and the critical estimates computed by the Group that may result in a material adjustments to the carrying amounts of assets and liabilities in the financial statements within the next financial year are discussed below: Financial Instruments: In examining the classification of financial instruments as equity or debt, the Company considers whether the conversion option in the convertible instruments, including convertible loans, complies with the fixed for fixed rule. See also note 13 F below. Legal Claims: In assessing the likelihood of the outcome of the legal claims filed against the Company and its investees, the companies relied on the opinion of their legal counsel. These assessments are based on the legal counsel’s best professional judgment, taking into account the stage of the proceedings, and legal precedents in respect of the different issues. As the outcome of the claims will be determined by the courts, the actual results may differ from these estimates. Government Grants: Government grants received from the Israel Innovation Authority at the Ministry of Economy and Industry, are recognized as a liability if future economic benefits are expected from the research and development activities that will result in royalty -bearing Determining the Fair Value of unquoted Financial Instruments: The fair value of unquoted financial instruments classified at level 3 in the fair value hierarchy is determined using valuation techniques, generally using future cash flows discounted at current rates applicable for items with similar terms and risk characteristics. Changes in the estimated future cash flows and estimated discount rates, after consideration of risks such as liquidity risk, credit risk, and volatility, may affect the fair value of these instruments. |
Disclosure of New Standards in
Disclosure of New Standards in the Period Prior to their Adoption | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of New Standards In Period Prior To Their Adoption Abstract | |
Disclosure of New Standards in the Period Prior to their Adoption | Note 4 — Disclosure of New Standards in the Period Prior to their Adoption: a. Amendments to IAS 1 — Presentation of Financial Statements: In January 2020, the IASB issued an amendment to IAS -current The Amendment includes the following clarifications: • • • • The Amendment is effective for annual periods beginning on or after January 1, 2023 and must be applied retrospectively. Early application is permitted. In the Company’s opinion, the Amendments are not expected to have a material effect on its financial statements. b. Amendment to IAS 16, “Property and equipment”: In May 2020, the IASB issued an amendment to IAS The Amendment is effective for annual reporting periods beginning on or after January 1, 2022, with earlier application permitted. The Amendment is to be applied retrospectively, but only to items of PP&E made available for use on or after the beginning of the earliest period presented in the financial statements in which the company first applies the Amendment. The company should recognize the cumulative effect of initially applying the Amendment as an adjustment to the opening balance of retained earnings at the beginning of the earliest period presented. In the Company’s opinion, the Amendment is not expected to have a material effect on its financial statements. c. Amendment to IAS 8, “Accounting Policies, Changes to Accounting Estimates and Errors”:” In February 2021, the IASB issued an amendment to IAS Accounting estimates are defined as “monetary amounts in financial statements that are subject to measurement uncertainty”. The Amendment clarifies the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. The Amendment is to be applied prospectively for annual reporting periods beginning on or after January 1, 2023 and is applicable to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. Early application is permitted. The Company is evaluating the effects of the Amendment on its financial statements. d. Amendment to IAS 37, “Provisions, Contingent Liabilities and Contingent Assets”: In May 2020, the IASB issued an amendment to IAS According to the Amendment, costs of fulfilling a contract include both the incremental costs (for example, raw materials and direct labor) and an allocation of other costs that relate directly to fulfilling a contract (for example, depreciation of an item of Property and equipment used in fulfilling the contract). The Amendment is effective for annual periods beginning on or after January 1, 2022 and applies to contracts for which all obligations in respect thereof have not yet been fulfilled as of January 1, 2022. Early application is permitted. The Company estimates that the application of the Amendment is not expected to have a material impact on the financial statements. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Note 5 — Cash and Cash Equivalents: December 31, 2021 2020 U.S. dollars in thousands Cash and cash equivalents, in Dollars 3,060 676 Cash and cash equivalents, in NIS 3,534 101 Cash and cash equivalents, in other currencies 92 3 6,686 780 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Credit Loss, Additional Improvements [Abstract] | |
Accounts Receivable | Note 6 — Accounts Receivable: a. Trade Receivable, net: December 31, 2021 2020 U.S. dollars in thousands Open accounts 250 128 As of December 31, 2021, the Company has recognized bad debts totaling $10 thousands. As of December 31, 2021 and 2020, no allowance for expected credit losses was recognized by the Company. As of December 31, 2021 and 2020, the Company had a major customer in Singapore for which revenue constitutes approximately 86% and 63% of the Company’s revenues in each year, respectively. b. Following is information about the credit risk exposure of the Company’s accounts receivable: Accounts Up to 31-60 Days 61-90 Days 91-120 Days Over 120 Days Total U.S. dollars in thousands December 31. 2021 Gross carrying amounts 69 — 120 — — 61 250 December 31, 2020 Gross carrying amounts 108 — 20 — — — 128 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 7 — Inventory: December 31, 2021 2020 U.S. dollars in thousands Finished product 1,210 — 1,210 — Please see Note 2 (m) for further details regarding transfer of property and equipment to inventory |
Other Accounts Receivable
Other Accounts Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Other Receivables [Abstract] | |
Other Accounts Receivable | Note 8 — Other Accounts Receivable: December 31, 2021 2020 U.S. dollars in thousands Government authorities 160 82 Prepaid expenses 215 182 Other items 18 16 393 280 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 9 — Leases: As of December 31, 2021, and 2020, the Company’s leases include office real estate and vehicles (mainly offices) for average lease of 3.5 years. a. Details of Lease Transactions: December 31, 2021 2020 U.S. dollars in thousands Interest expense on lease liability 55 115 Total cash paid for leases 490 629 b. The Company also leases one property in Houston, Texas — a warehouse for the Company’s equipment and systems, which the Company rents on a monthly basis. In addition, the Company leases several vehicles, and during 2021 it also temporarily leased an office in Dubai for the period of January 1, 2021 until December 31, 2021. c. -of-use U.S. dollars in Balance as of January 1, 2020 913 Depreciation expenses (360 ) Changes in the Consumer Price Index (5 ) Additions during the year 740 Termination of leases (396 ) Balance as of December 31, 2020 892 Depreciation expense (296 ) Update due to changes in the Consumer Price Index 15 Additions during the year 63 Balance as of December 31, 2021 674 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Fixed Assets [Abstract] | |
Property and equipment | Note 10 — Property and equipment: Vehicles Docking stations and drones (1)(2) Computers and peripheral equipment Machinery, Office furniture and Equipment Leasehold Improvements Total U.S. dollars in thousands Cost: Balance as of January 1, 2020 55 4,488 1,231 842 1,175 7,791 Additions during the year: Purchases — 980 10 43 — 1,033 Adjustments arising from translating financial statements of foreign operations — 13 — — — 13 Decreases during the year: Disposals (4 ) (438 ) — (57 ) — (499 ) Balance as of December 31, 2020 51 5,043 1,241 828 1,175 8,338 Additions during the year: Purchases — 402 59 49 3 513 Decreases during the year: Classification to inventory (3) — (1,374 ) — — — (1,374 ) Sales (36 ) (625 ) — (14 ) — (675 ) Disposals — (52 ) (1,094 ) (401 ) (5 ) (1,552 ) Balance as of December 31, 2021 15 3,394 206 462 1,173 5,250 Accumulated Depreciation and impairment: Balance as of January 1, 2020 19 445 935 436 284 2,119 Additions during the year: Depreciation 10 337 204 99 117 767 Decreases during the year: Reversal of an impairment — (206 ) — — — (206 ) Disposals (2 ) (438 ) — (13 ) — (453 ) Balance as of December 31, 2020 27 138 1,139 522 401 2,227 Additions during the year: Depreciation 3 371 97 77 120 668 Impairment — 955 — — — 955 Decreases during the year: Classification to inventory (3) — (164 ) — — — (164 ) Sales (15 ) — — (11 ) — (26 ) Disposals — (52 ) (1,094 ) (401 ) (5 ) (1,552 ) Balance as of December 31, 2021 15 1,248 142 187 516 2,108 Depreciated cost as of December 31, 2020 24 4,905 102 306 774 6,111 Depreciated cost as of December 31, 2021 — 2,146 64 275 657 3,142 ____________ (1) (2) (3) |
Other Payables
Other Payables | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Other Payables | Note 11 — Other Payables: December 31, 2021 2020 U.S. dollars in thousands Employees and payroll accruals 664 705 Provision for vacation pay 669 513 Accrued expenses 163 135 Other payables 21 56 1,517 1,409 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Banking Regulation, Total Capital [Abstract] | |
Equity | Note 12 — Equity: On September 12, 2021, the Company completed its initial public offering (IPO) on the Tel Aviv Stock Exchange. As part of the IPO, 16,560,599 3,027,000 Ordinary Shares of NIS 0.01 par value were issued to the public at a price of NIS 7.07 per share. The proceeds to the Company from the initial public offering was NIS 21,401 thousand and issuance costs were $1,348 thousand. $819 thousand of the issuance costs were classified to Equity and $529 thousand were classified to profit or loss. On September 12, 2021 the Company’s board of directors approved a 1:28 reverse share split. In addition, the par value per share was reduced to NIS 0.01 per share. As a result, options’ exercise price was adjusted to reflect the reverse share split. The Company’s share capital as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Issued and outstanding Authorized Issued and outstanding Authorized Number of shares Ordinary Shares, NIS 0.01 par value 16,617,397 110,714,286 54,396,834 690,000,000 Ordinary “A” Shares, NIS 0.01 par value — — — 10,000,000 16,617,397 110,714,286 54,396,834 700,000,000 a. Shareholders’ Rights: Rights attached to ordinary shares are the right to be notified of General Meetings of the Company, participate and vote in those meetings, and the right to receive dividends, if declared. On June 15, 2021 and July 19, 2021, the Company’s Board of Directors and the General Meeting of the Company’s shareholders approved, respectively, that from the date of completion of the IPO, all Ordinary “A” Shares of the Company would be converted into Ordinary Shares. b. Share based payment: 1. Share based payment: According to a share -based ten The range of exercise prices for share options outstanding as of December 31, 2021 are between NIS 0.28 to NIS 7.07. The range of exercise prices for share options outstanding as of December 31, 2020 are between and NIS 0.01 — NIS 4.5. Grants for the year ended 2021: a) two b) 1) 2) 3) c) 1) 2) 3) 2. Purchase of Ordinary “A” Shares: On May 18, 2020 and June 23, 2020, the Company’s Board of Directors and the General Meeting of the Company’s shareholders approved, respectively, a “Carve -Out two Table of Contents The fair value of the options for Ordinary “A” shares approximates zero, because of the voluntary conversion of the convertible loan — see Note 13f (4). On June 15, 2021 and July 19, 2021, the Company’s Board of Directors and the General Meeting of the Company’s Shareholders, respectively, confirmed that from the date of completion of the IPO according to the prospectus, the shares to be issued under this program, will be Ordinary Shares instead of Ordinary “A” shares, the cancellation of the preferred right and update of the plan, respectively. Following the Lead Lenders decision to convert the CLA into a fixed number of shares, which left a certain percentage of shares for the option plan, (although at the lead lenders could have converted the CLA close to 100%) this decision according to the company’s management reflects as if the carve -out -granted Under the plan, 351,570 options were granted to employees in 2020. 3. Year Ended December 31, 2021 Number of Weighted Weighted Share options outstanding at beginning of year 5,544,611 $ 0.678 3.82 1:28 reverse options split ( ) (5,346,589 ) — — Share options granted during the year 6,768,045 $ 0.2304 9.72 Share options exercised during the year (59,510 ) $ 0.09 — Share options forfeited/expired during the year (142,342 ) $ 0.6783 — Share options outstanding at end of year 6,764,215 $ 0.2972 9.73 Share options exercisable at end of year 2,861,715 $ 0.2849 9.71 ____________ (*) Year Ended December 31, 2020 Number of Weighted Weighted Share options outstanding at beginning of year 5,860,030 $ 0.677 4.59 Share options forfeited/expired during the year (315,419 ) $ 0.334 — Share options outstanding at end of year 5,544,611 $ 0.678 3.82 Share options exercisable at end of year 4,269,167 $ 0.504 4.5 4. Measurement Fair Value The following table lists the inputs to the binomial model used for the fair value measurement of equity -settled Year ended December 31, 2021 Dividend yield (%) 0% Expected volatility in share prices (%) 56.08% – 77.3% Risk-free interest rate (%) 0.10% – 1.401% Predicted life of share (in years) 2.25 – 10 Share price (NIS) 5.295 – 7.07 5. Share-Based Payment Expenses: The Company recognized expenses in respect of share -based -employee Year Ended December 31, 2021 2021 2020 U.S. dollars in thousands Cost of revenues 603 4 Research and development expenses 1,607 89 Sales and marketing expenses 1,770 12 General and administrative expenses 3,205 582 Total expenses – share-based payments plan 7,185 687 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments [Abstract] | |
Financial Instruments | Note 13 — Financial Instruments: a. Financial Liabilities, Interest-Bearing Loans: Original maturity date December 31, 2021 2020 U.S. dollars in thousands Bank loans (1) 30.6.2021 — 833 PPP loans in the United States (2) — — 166 Convertible loan (3) 31.3.2022 — 8,567 — 9,566 ____________ (1) (2) (3) b. Management’s Objectives and Policies Regarding Financial Risk Management: The Group is exposed to market risks (foreign exchange risk, consumer price index risk, interest rate risk and price risk), credit risk and liquidity risk. 1. Market Risks: Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate as a result of changes in market prices. Market risk includes three types of risk: currency risk, interest rate risk and price risk. Financial instruments affected by market risk include, among others, loans and credits, deposits, short -term a) Foreign Currency Risk: Foreign currency risk is the risk that the fair value of the future cash flows of a financial instrument will fluctuate as a result of changes in foreign currency exchange rates. The Company is exposed to the exchange rate risk resulting from exposure to various currencies, especially the New Israel Shekel in connection with salary costs in Israel. b) Interest Rate Risk: Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate as a result of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to its short -term 2. Credit Risk: Credit risk is the risk that the counter party will not meet its obligations as a customer or its obligations arising from a financial instrument and as a result the Group will incur a loss. The Group is exposed to credit risk as a result of its operating activities (mainly accounts receivable and contract assets) and its financing activity, including deposits with banks and other financial institutions. 3. Liquidity Risk: The Group monitors the risk to a shortage of funds using a liquidity planning tool. The Group’s objective is to maintain a balance between continuity of funding and flexibility by using overdrafts, bank loans and convertible loans. The following table shows the maturity of the Group’s financial liabilities according to its contractual terms on contractual undiscounted payments (including interest payments): December 31, 2021: Up to One Year to Two Years Two Years to Three Years Three Years to Five Years Total U.S. dollars in thousands Accounts payables 311 — — — 311 Other payables 1,517 — — — 1,517 Government grants liability 147 271 499 1,511 2,427 Lease liability 382 357 98 — 837 2,357 628 597 1,511 5,092 December 31, 2020: Up to One Year to Two Years Two Years to Three Years Three Years to Four Years Total U.S. dollars in thousands Bank loans 1,004 — — — 1,004 Accounts payables 220 — — — 220 Other payables 1,409 — — — 1,409 Convertible loans — 8,567 — — 8,567 Government grants liability 169 285 755 694 1,903 Lease liability 364 342 319 81 1,106 3,166 9,194 1,074 775 14,209 c. Loans and Options: On December 19, 2016, the Company entered into a loan agreement with Silicon Valley Bank (“SVB”), pursuant to which the Company obtained a loan in the aggregate principal amount of $5,000 thousand. The loan will mature in 48 months from issuance date, and carries variable interest at an annual rate of Prime plus 3.5%. In connection with the loan agreement, the Company issued options to SVB, which may be exercised, in part or in full, for 193,243 Preferred “B” shares of the Company (upon the CLA, the right was converted into Ordinary Shares of the Company(see note f below)). The exercise price of the options is $1.81119 per share option. The option is convertible, in part or in full, up to the earliest of: (I) 15 years after the option was granted, or (II) the sale of the Company, in exchange for cash and/or shares of a publicly traded company. The loan and the issuance of the options was accounted for as an issuance of a package of securities. Accordingly, the Company first measured the fair value of the options which constitutes a financial liability that will be measured at fair value through profit or loss. The residual of the consideration was attributed to a loan that constitutes a financial liability that is measured at amortized cost. On August 16, 2018, the Company signed an amendment to the loan agreement with SVB, under which SVB granted the Company an additional loan of $5,000 thousand. The loan is for a period of 7 months and carries a variable interest rate of Prime plus 2.25%. The loan was repaid in one installment on October 3, 2018. As part of the loan agreement, the Company issued options to SVB, which can be exercised, in part or in full, for 138,312 Preferred “C” shares of the Company (upon the CLA, the right was converted to Ordinary Shares of the Company (see note f below)), up to 15 years, from the date of grant of the option. The exercise price of the options is, $2.5305 per share. 1. -Through have conversion options due to the following events: a) -Through -share b) outstanding loan amount have the right to voluntarily convert the Loan Amount (together with accrued interest thereon) and the Pull -Through 2. -Through 3. It should be noted that, after the debt conversions and the allocation of the shares as noted above, the debt will be considered fully paid and the Company will not have any additional obligations to the lenders in connection with the convertible loan agreement. As, in accordance with the terms of the conversion loan the lenders may elect, in their sole discretion, to convert the entire outstanding Debt and aggregate Pull -Through Due to the amendment to the agreement of December 22, 2020 and since this is a material change in quantitative terms, the Company re -measured Accordingly, in 2020 the Company raised a total of $2,489 thousand in financing as part of loans received. In 2020, the Company recognized financial expenses of $ 2,344 thousand in respect of such convertible loans. In 2021, the Company charged $217 thousand to equity in connection with loans received. In 2021, the Company recognized financial expenses of $1,102 thousand in respect of said convertible loans. On the date of completion of the IPO, based on the prospectus, the debt was converted to ordinary shares. The debt is considered repaid in full, and the Company has no additional obligations to the lenders in connection with the convertible loan agreement. The number of the shares granted was 248,081,491 and after a reverse share split of 1:28, 8,860,053 of $3,436 thousand. These are not costs of the Company but with the consent of the lenders not to convert the convertible loan in exchange for a full dilution of the existing shareholders. The convertible loan holders decided to cede to the shareholders who participated in the Company’s previous issuance rounds but did not participate in the convertible loan agreement, 9% of the Company’s capital at the time of the loan conversion, and another 2% to shareholders who did not participate in previous rounds. d. prescribed by the option, in accordance with the difference between the fair market value 1 of the shares and the exercise price. e. f. g. Sensitivity Tests for Change in Market Factors Foreign Currency Sensitivity Analysis: The following table demonstrates the sensitivity test to a reasonably possible change in Shekel exchange rates, with all other variables held constant. The impact on the Company’s Loss before tax is due to changes in the fair value of the financial liabilities. Sensitivity Test For Changes in the Exchange Rate of the Shekel Gain (Loss) – Change 5% Increase in the Exchange Rate of the Shekel 5% Decrease in the Exchange Rate of the Shekel U.S. dollars in thousands 2021 135 (135 ) 2020 109 (109 ) 1 Interest Rate Sensitivity Analysis: The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans. With all other variables held constant, the effect of the changes in interest rates on the Company’s Loss before tax is as follows: Sensitivity Test for Changes in the Interest Rates Gain (Loss) – Change 5% Increase 5% Decrease U.S. dollars in thousands 2021 (4 ) 4 2020 (60 ) 60 |
Contingent Liabilities, Commitm
Contingent Liabilities, Commitments, Liens, Claims, and Guarantees | 12 Months Ended |
Dec. 31, 2021 | |
Contingent Liabilities, Commitments, Liens, Claims, and Guarantees [Abstract] | |
Contingent Liabilities, Commitments, Liens, Claims, and Guarantees | Note 14 — Contingent Liabilities, Commitments, Liens, Claims, and Guarantees a. Commitments: 1. Royalties to the Israel Innovation Authority The Company has received grants from the Israel Innovation Authority (“IIA”) to finance its research and development programs in Israel, through which the Company received IIA participation payments in the aggregate amount of $2.6 million through December 31, 2021. All of these are royalty -bearing In return, the Company is committed to pay IIA royalties at a rate of 3 - 3 Through December 31,2021, an amount of $365 thousand royalties has been paid to the IIA. The Company’s royalty liability to the IIA at December 31, 2021, including grants received by the Company and the associated LIBOR interest on all such grants totaled to $2.4 million. b. Liens: 1. 2. c. : 1. 2. The limitations of the federal insurance company’s commercial vehicle policy covering the U.S. subsidiary in this case are $1 million (“base policy”) per event for personal injury claims. In addition, the U.S. subsidiary has a federal insurance company’s excess insurance policy that provides an additional $5 million over the coverage in the base policy. Based on the information available to date, it does not appear that the Plaintiff’s claim will exceed these limits by either settlement or judgment. |
Cost of Revenue
Cost of Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Cost of Revenue [Abstract] | |
Cost of Revenue | Note 16 — Cost of Revenue: Year Ended December 31, 2021 2020 U.S. dollars in thousands Wages, salaries, and benefits 1,308 1,537 Offsite contracting and travel 441 818 Depreciation and amortization 266 326 Distribution to customers 267 176 Materials usage 136 75 Share-based payment 603 4 Office maintenance 242 198 Other items 398 343 3,661 3,477 |
Sales and Marketing Expenses
Sales and Marketing Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Sales And Marketing Expenses [Abstract] | |
Sales and Marketing Expenses | Note 17 — Sales and Marketing Expenses: Year Ended December 31, 2021 2020 U.S. dollars in thousands Wages, salaries, and benefits 788 477 Advertising and marketing expenses 505 215 Travel 27 47 Share-based payment 1,770 12 Depreciation and amortization 4 6 Other items 125 90 3,219 847 |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2021 | |
General and Administrative Expenses [Abstract] | |
General and Administrative Expenses | Note 18 — General and Administrative Expenses: Year Ended December 31, 2021 2020 U.S. dollars in thousands Wages, salaries, and benefits 1,349 1,005 Share-based payment (see Note 12B (1)) 3,205 582 Depreciation and amortization 492 660 Initial public offering related expenses 486 — IT, legal, consulting, and others 189 217 Rents and maintenance 312 207 6,033 2,671 |
Research and Development Expens
Research and Development Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
Research and Development Expenses | Note 19 — Research and Development Expenses: Year Ended December 31, 2021 2020 U.S. dollars in thousands Wages, salaries, and benefits 4,772 4,435 Offsite contracting and travel 484 1,073 Other research and development expenses 648 749 Depreciation and amortization 177 206 Share-based payment (see Note 12B (1)) 1,607 89 Materials usage 216 82 7,904 6,634 Less – changes in estimated government grants (202 ) (247 ) 7,702 6,387 |
Other expenses (income), net
Other expenses (income), net | 12 Months Ended |
Dec. 31, 2021 | |
Other Receivables [Abstract] | |
Other expenses (income), net | Note 20 — Other expenses (income), net: Year Ended December 31, 2021 2020 U.S. dollars in thousands Impairment losses (Reversal of an impairment loss) (1) 955 (206 ) Loss (capital gain) from sale and disposal of fixed assets (2) (343 ) 29 Gain on realization of translation differences – foreign operations (466 ) — Other items — 96 146 (81 ) ____________ (1) (2) |
Financial Income and Expense
Financial Income and Expense | 12 Months Ended |
Dec. 31, 2021 | |
Banking and Thrift, Interest [Abstract] | |
Financial Income and Expense | Note 21 — Financial Income and Expenses: Year Ended December 31, 2021 2020 U.S dollars in thousands Financial expenses: Interest expenses on loans 11 104 Financial expenses in respect of the convertible loan 1,102 2,344 Financial expenses in respect of a lease liability 55 64 Financial expenses in respect of a commitment to the Israel Innovation Authority 163 164 Remeasurement of options 38 — Bank commissions 14 17 1,383 2,693 Year Ended December 31, 2021 2020 U.S dollars in thousands Financial income: Exchange rate differences 88 77 88 77 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstarct] | |
Income Taxes | Note 22 — Income Taxes: The Company’s net income in Israel is subject to corporate tax at a rate of 23%. A company is liable to tax on capital gains at the rate of corporation tax beginning in the year of sale. According to law, the limitation period for self -assessments The U.S. subsidiary is liable to federal tax at a rate of 21% in addition to the state tax and local city tax. The income of the subsidiary incorporated in Singapore is subject to corporate tax at a rate of 17%. The subsidiary incorporated in Australia is subject to corporate tax at a rate of 27.5%. Deferred Taxes The Company did not recognize deferred tax assets in respect of losses available for carry forward purposes of $107,368 thousand because their utilization in the foreseeable future is not probable and the lack of deferred tax liability balances against which it was permitted to create such an asset. Theoretical Tax The reconciliation between the tax expense, assuming that all the income, expenses, gains and losses in profit or loss were taxed at the statutory tax rate and the taxes on income recorded in profit or loss is as follows: Year Ended December 31, 2021 2020 U.S dollars in thousands Loss before tax 18,769 14,308 Statutory tax rate 23 % 23 % Theoretical tax (4,317 ) (3,291 ) Adjustments: Deferred taxes not recognized on losses 4,317 3,291 Actual tax — — |
Balances and Transactions with
Balances and Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Balances and Transactions with Related Parties | Note 23 — Balances and Transactions with Related Parties a. Balances with Related Parties: Year Ended December 31, 2021 2020 U.S dollars in thousands Other payables – key management personnel 237 217 Equity reserve for share-based payment 5,419 1,579 CLA capital reserve — 2,836 Convertible loan liability — 8,567 Regarding the convertible loan received from shareholders, see Note 13 F. b. Benefits to and other transactions with Related Parties and Key Management Personnel Year Ended December 31, 2021 2020 US $, in Thousands Wages and benefits for employees by or on behalf of the company 1,359 1,160 Share-based payment 3,887 544 Financial expenses on convertible loan 1,102 2,344 6,348 4,048 The number of people to whom the salary and benefits relate Related parties, related parties, and key management personnel employed by or on behalf of the Company 5 4 Directors who are not employed by the company and are not remunerated 4 3 |
Material Events After Balance S
Material Events After Balance Sheet Date | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Material Events After Balance Sheet Date | Note 24 — Material Events After Balance Sheet Date: a. b. four three c. ten All the options vested in one tranche on June 16, 2022. The valuation of the option price was based on the market value of the Company using the Black and Scholes model as of the grant date. The fair value of all the options granted, as of the grant date, is NIS 64,889. d. The Company may repay the loan (Principal and Interest) early, in whole or in part, at any time and for any reason, with advance notice in writing to the Lender 7 days prior to the early repayment, at its sole discretion, and without an early repayment fee. The repayment of the loan will not be secured by a lien, or any other collateral and the loan is not convertible to equity. The Company undertook that starting from the date of signing the Agreement, and as long as the loan Principal and the accrued Interest have not been repaid in full, the Company will not take a loan and/or any other financing with a higher priority than the loan from any party other than the Lender, without the prior consent in writing of the Lender. It is clarified that the Company may take a loan and/or any other financing from any other party at any time and without the Lender’s approval, if the loan and/or other financing will be used, among other things, to repay the Loan in full. If the Company does not make any payment to the Lender under the Agreement, the Company must pay the Lender immediately upon its first demand, for the amount in arrears, interest on arrears for the period in arrears at a rate of 5% per year plus VAT (in addition to the Interest, as defined above), without prejudice to the right of the Lender to other remedies. As this is a loan on favorable terms from a shareholder of the Company, the beneficial component was classified as a capital contribution from related party. The discount rate was calculated using the WACC (weighted average cost of capital) model. The WACC is the weighted rate of return required by the holders of capital and debt. The WACC was valued at about 19.27%. The rate of return on equity was calculated using the CAPM (capital asset pricing model) model. According to this model, the rate of return on equity is derived from risk -free The total fair value of the loan at the measurement date was USD 1,022,258. The remaining amount of the loan, USD 77,742, was classified as a capital contribution from related party. e. On August 4, 2022, the Company entered into a Merger Agreement with Ondas and Talos for the purpose of defining the terms and conditions of the Merger. According to the Merger Agreement, each holder of an Ordinary Share of the Company, par value of NIS 0.01 each, immediately prior to the date of the Merger, would receive, in exchange for such share, 0.16806 As a result of the Merger: (i) the Company will continue to exist and will become an Israeli private subsidiary company wholly owned by Ondas; (ii) the shares of the Company will be delisted from the Tel Aviv Stock Exchange (“TASE”) and it will cease to be considered a “reporting company”; (iii) the securities of the Company will be exchanged for shares of Ondas; and (iv) Talos will merge into the Company and be dissolved without liquidation and shall be removed from the Israeli Registrar of Companies’ registry. As of August 4, 2022, the compensation reflected a price per share of US$ 0.89 (approximately NIS 3.00), which was calculated based on the representative USD:ILS exchange rate and the known closing price of Ondas’ shares on the last day prior to August 4, 2022. It represented an approximately forty -eight -one Following the date of the Agreement, Ondas will grant the company up to $1.5 million credit amount for the financing of the ongoing activities of the Company (see note g below). The closing of the Merger shall take place on a date to be set by the parties but no later than two business days following the completion or waiver of all the required terms of the Merger Agreement. The Merger Agreement included obligations and restrictions on all parties for the period between August 4, 2022 and the closing of the Merger (or a terminate date), including, amongst others, the repayment of the US$ 1,100,000 loan owed to OurCrowd by the Company (the “OurCrowd Loan”) immediately following the closing of the Merger if the Company chooses not to pay off the OurCrowd Loan prior to the closing of the Merger. The Merger Agreement included certain circumstances in which, if they occur, the Company will be required to pay Ondas a termination fee of US$ 800,000 (the “Termination Fee”), in addition to payment for expenses of up to US$ 1,000,000 (the “Termination Cap”), provided that the Company is not required to pay more than the Termination Cap in the aggregate, including the Termination Fee. f. g. The conditions of the loan are as followed: The Credit amount will be available to the company starting October 3, 2022. Date of Repayment will be the earliest of: (a) February 1, 2023; or (b) Date of termination of the Merger Agreement due to a breach of its terms by the Company. The Company has the right to early repayment, partial or in full (with no additional fee). Interest rate of the loan will be a fixed interest at a rate of 6% on the principal drawn down. An additional 2% of interest will be added in the event of a breach. The Loan’s principal and accrued interest shall be repaid in one payment on the due date. Guarantees and collateral: (1) A first -degree -degree |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis for preparing the interim consolidated financial statements | a. The interim consolidated financial statements have been prepared in accordance with IAS The significant accounting policies applied in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the annual consolidated financial statements, except as described below: | |
Initial adoption of amendments to existing financial reporting and accounting standards | b. 1. In May 2020, the IASB issued an amendment to IAS The Amendment is effective for annual reporting periods beginning on or after January 1, 2022. The application of the Amendment did not have a material impact on the Company’s interim financial statements. 2. In May 2020, the IASB issued Amendments to IFRS The IASB added an exception to the recognition principle of IFRS 3 to avoid the issue of potential ‘day 2’ gains or losses arising for liabilities and contingent liabilities that would be within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets or IFRIC 21 Levies, if incurred separately. The exception requires entities to apply the criteria in IAS 37 or IFRIC The Amendments also clarify that contingent assets do not qualify for recognition at the acquisition date. The Amendments are applied prospectively for annual reporting periods beginning on or after January 1, 2022. The application of the Amendments did not have a material impact on the Company’s interim financial statements. 3. -2020 In May 2020, the IASB issued certain amendments in the context of the Annual Improvements to IFRSs 2018 -2020 According to the Amendment, fees paid net of any fees received that are included in the cash flows are only those fees paid or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other’s behalf. The Amendment is effective for annual periods beginning on or after January 1, 2022. The Amendment is applied to financial liabilities that are modified or exchanged on or after the beginning of the annual reporting period in which the entity first applies the Amendment, that is from January 1, 2022. | |
Basis of presentation of the financial statements | a. These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The Company’s financial statements have been prepared on a cost basis, except for financial assets and liabilities (including derivatives) which are presented at fair value through profit or loss. The Company has elected to present the profit or loss items using the function of expense method. | |
Functional currency, presentation currency and foreign currency | b. 1. The presentation currency of the financial statements is the USD. The Group determines the functional currency of each Group entity. Assets, including fair value adjustments upon acquisition, and liabilities of an investee which is a foreign operation, are translated at the closing rate at each reporting date. Profit or loss items are translated at average exchange rates for all periods presented. The resulting translation differences are recognized in other comprehensive loss. Upon the full or partial disposal of a foreign operation resulting in loss of control in the foreign operation, the cumulative gain (loss) from the foreign operation which had been recognized in other comprehensive loss is carried to profit or loss. Upon the partial disposal of a foreign operation which results in the retention of control in the subsidiary, the relative portion of the amount recognized in other comprehensive income is reattributed to non -controlling | |
Cash Equivalents | c. Cash equivalents are considered as highly liquid investments, including unrestricted short -term | |
Short-term deposits | d. -term Short -term | |
Consolidated financial statements | e. The consolidated financial statements comprise the financial statements of companies that are controlled by the Company (subsidiaries). Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Potential voting rights are considered when assessing whether an entity has control. The consolidation of the financial statements commences on the date on which control is obtained and ends when such control ceases. Significant intragroup balances and transactions and gains or losses resulting from intragroup transactions are eliminated in full in the consolidated financial statements. | |
Operating Cycle | f. The Company’s normal operating period is one year. | |
Revenue recognition | g. Revenue from contracts with customers is recognized when the control over the goods or services is transferred to the customer. The transaction price is the amount of the consideration that is expected to be received based on the contract terms, excluding amounts collected on behalf of third parties (such as taxes). Revenue from the sale of goods: Revenue from sale of goods is recognized in profit or loss at the point in time when the control of the goods is transferred to the customer, generally upon delivery of the goods to the customer. Revenue from rendering of services: Revenue from rendering of services is recognized over time, during the period the customer simultaneously receives and consumes the benefits provided by the Company’s performance. The Company charges its customers based on payment terms agreed upon in specific agreements. | |
Taxes on income | h. Current or deferred taxes are recognized in profit or loss, except to the extent that they relate to items which are recognized in other comprehensive income or equity. Current Taxes: The current tax liability is measured using the tax rates and tax laws that have been enacted or substantively enacted by the reporting date as well as adjustments required in connection with the tax liability in respect of previous years. | |
Property and equipment | i. Property and equipment are measured at cost, including directly attributable costs, less accumulated depreciation, accumulated impairment losses and any related investment grants and excluding day -to-day Depreciation is calculated on a straight -line % Docking stations and Drones 20 – 33 Computers and peripheral equipment 33 Office furniture and equipment 6 – 33 Motor vehicles 20 Leasehold improvements (*) ____________ (*) -line The useful life, depreciation method and residual value of an asset are reviewed at least each year -end | |
Intangible Assets | j. Separately acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Expenditures relating to internally generated intangible assets, excluding capitalized development costs, are recognized in profit or loss when incurred. Intangible assets with a finite useful life are amortized on a straight -line The intangible assets of the Company consist of software. Depreciation is calculated on a straight -line % Software 33 Research and development expenditures: Research expenditures are recognized in profit or loss when incurred. Costs incurred in an internal development project are recognized as an intangible asset when the following conditions are met: - - - - - - When an internally developed intangible asset cannot be recognized, the development costs are recognized as an expense in profit or loss as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period. The Company focuses on improving existing technology and related software, and is in various stages of project examination and development. As of reporting date, there is no certainty as to the existence of technical, financial and other resources to complete these processes, and accordingly, the Company did not recognize the asset in its financial statements. In light of the above, development expenses up to reporting date did not meet such conditions, and were therefore charged to the statement of comprehensive income when incurred. | |
Impairment of Non-Financial Assets | k. -Financial The Company evaluates the need to record an impairment of non -financial -financial -tax -generating An impairment loss of an asset, other than goodwill, is reversed only if there have been changes in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. Reversal of an impairment loss, as above, shall not be increased above the lower of the carrying amount that would have been determined (net of depreciation or amortization) had no impairment loss been recognized for the asset in prior years and its recoverable amount. The reversal of impairment loss of an asset presented at cost is recognized in profit or loss. | |
Financial Instruments | l. 1. Financial Assets: Financial assets are measured upon initial recognition at fair value plus transaction costs that are directly attributable to the acquisition of the financial assets, except for financial assets measured at fair value through profit or loss in respect of which transaction costs are recorded in profit or loss. The Company classifies and measures debt instruments in the financial statements based on the following criteria: - - a) The Company’s business model is to hold the financial assets in order to collect their contractual cash flows, and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. After initial recognition, the instruments in this category are measured according to their terms at amortized cost using the effective interest rate method, less any provision for impairment. 2. Impairment of Financial Assets: The Company evaluates at the end of each reporting period the loss allowance for financial debt instruments which are not measured at fair value through profit or loss. The Company distinguishes between two types of loss allowances: a) -month b) An impairment loss on debt instruments measured at amortized cost is recognized in profit or loss with a corresponding loss allowance that is offset from the carrying amount of the financial asset. The Company has short -term 3. Derecognition of Financial Assets: A financial asset is derecognized only when: - - - 4. Financial Liabilities: a) Financial Liabilities Measured at Amortized Cost: Financial liabilities are initially recognized at fair value less transaction costs that are directly attributable to the issue of the financial liability. After initial recognition, the Company measures all financial liabilities at amortized cost using the effective interest rate method, except for: Financial liabilities measured at fair value through profit or loss such as derivatives; b) Financial Liabilities Measured at Fair Value Through Profit or Loss: At initial recognition, the Company measures these financial liabilities at fair value. Transaction costs are recognized in profit or loss. After initial recognition, changes in fair value are recognized in profit or loss. 5. Derecognition of Financial Liabilities: A financial liability is derecognized only when it is extinguished, that is when the obligation specified in the contract is discharged or canceled or expires. A financial liability is extinguished when the debtor discharges the liability by paying in cash, other financial assets, goods or services; or is legally released from the liability. When there is a modification in the terms of an existing financial liability, the Company evaluates whether the modification is substantial, taking into account qualitative and quantitative information. If the terms of an existing financial liability are substantially modified or a liability is exchanged for another liability from the same lender with substantially different terms, the modification or exchange is accounted for as an extinguishment of the original liability and the recognition of a new liability. The difference between the carrying amounts of the above liabilities is recognized in profit or loss. If the modification in the terms of an existing liability is not substantial or if a liability is exchanged for another liability from the same lender whose terms are not substantially different, the Company recalculates the carrying amount of the liability by discounting the revised cash flows at the original effective interest rate and any resulting difference is recognized in profit or loss. 6. Complex Financial Instruments: Convertible loans, which contain both an equity component and a liability component are separated into two components. This separation is performed by first determining the liability component based on the fair value of an equivalent non -convertible 7. Extinguishing financial liabilities with equity instruments: Equity instruments issued to replace a debt are measured at the fair value of the equity instruments issued if their fair value can be reliably measured. If their fair value cannot be reliably measured, the equity instruments are measured based on the fair value of the financial liability extinguished on the date of extinguishment. The difference between the carrying amount of the financial liability extinguished and the fair value of the equity instruments issued is recognized in profit or loss. | |
Inventory | m. Inventories are measured at the lower of cost and net realizable value. The cost of inventories comprises costs of purchase and costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less estimated costs of completion and estimated costs necessary to make the sale. The Company periodically evaluates the condition and age of inventories and makes provisions for slow moving inventories accordingly. Cost of inventories is determined as follows: Raw materials — at cost of purchase using the “first -in -out Work in progress and finished goods — on the basis of average costs including materials, labor and other direct and indirect manufacturing costs based on normal capacity. Change of Use — From Property and equipment to Inventory: Considering the expansion of the Company’s operations in the United Arab Emirates, the Company intend to sell some of the UAV equipment to customers as part of its business model (a system that includes the docking station, 2 Drones and Mast), in addition to its service package as described above. Therefore, as of December 31, 2021, the company has decided to transfer the UAV equipment, that were classified as property, plant, and equipment, to Inventory. | |
Fair value measurement | n. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurement is based on the assumption that the transaction will take place in the asset’s or the liability’s principal market, or in the absence of a principal market, in the most advantageous market. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. Fair value measurement of a non -financial The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities measured at fair value or for which fair value is disclosed are categorized into levels within the fair value hierarchy based on the lowest level input that is significant to the entire fair value measurement: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — inputs other than quoted prices included within Level 1 that are observable directly or indirectly. Level 3 — inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). | |
Provisions | o. A provision in accordance with IAS 37 is recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects part or all of the expense to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense is recognized in the statement of profit or loss net of any reimbursement. Following are the types of provisions included in the financial statements: Legal Claims: A provision for claims is recognized when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required by the Group to settle the obligation and a reliable estimate can be made of the amount of the obligation. | |
Employee benefit liabilities | p. The Group has several employee benefits plans: 1. Short Term Employee Benefits: Short -term -sharing 2. Post-Employment Benefits: The plans are normally financed by contributions to insurance companies and classified as defined contribution plans. The Group has defined contribution plans pursuant to section 14 to the Severance Pay Law under which the Group pays fixed contributions and will have no legal or constructive obligation to pay further contributions if the fund does not hold sufficient amounts to pay all employee benefits relating to employee service in the current and prior periods. Contributions to the defined contribution plan in respect of severance or retirement pay are recognized as an expense when contributed concurrently with performance of the employee’s services. All employees of the Company in Israel are subject to Section 14 of Severance Compensation Law, 1963. | |
Share-Based Payment Transactions | q. -Based The Company’s employees or other service providers are entitled to remuneration in the form of equity -settled -based Equity-settled transactions: The cost of equity -settled As for other service providers, the cost of the transactions is measured at the fair value of the goods or services received as consideration for equity instruments granted. The cost of equity -settled -settled No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether the market condition is satisfied, provided that all other vesting conditions (service and/or performance) are satisfied. If the Company modifies the conditions on which equity -instruments -based If a grant of an equity instrument is canceled, it is accounted for as if it had vested on the cancelation date and any expense not yet recognized for the grant is recognized immediately. However, if a new grant replaces the canceled grant and is identified as a replacement grant on the grant date, the canceled and new grants are accounted for as a modification of the original grant, as described above. | |
Government Grants | r. Government grants are recognized when there is reasonable assurance that the grants will be received, and the Company will comply with the attached conditions. Government grants received from the Israel Innovation Authority (formerly: the Office of the Chief Scientist in Israel, “the IIA”) are recognized upon receipt as a liability if future economic benefits are expected from the research project that will result in royalty -bearing A liability for grants received is first measured at fair value using a discount rate that reflects a market rate of interest. The difference between the amount of the grant received and the fair value of the liability is accounted for as a government grant and recognized as a reduction of research and development expenses. After initial recognition, the liability is measured at amortized cost using the effective interest method. Royalty payments are treated as a reduction of the liability. If no economic benefits are expected from the research activity, the grant receipts are recognized as a reduction of the related research and development expenses. In that event, the royalty obligation is treated as a contingent liability in accordance with IAS 37. At each reporting date, the Company evaluates whether there is reasonable assurance that the liability recognized, in whole or in part, will not be repaid (since the Company will not be required to pay royalties) based on the best estimate of future sales and using the original effective interest method, and if so, the appropriate amount of the liability is derecognized against a corresponding reduction in research and development expenses. Amounts paid as royalties are recognized as settlement of the liability. | |
Leases | s. The Company accounts for a contract as a lease when the contract terms convey the right to control the use of an identified asset for a period of time in exchange for consideration. 1. For leases in which the Company is the lessee, the Company recognizes on the commencement date of the lease a right -of-use -line -lease Leases which entitle employees to a company car as part of their employment terms are accounted for as employee benefits in accordance with the provisions of IAS 19 and not as subleases. On the commencement date, the lease liability includes all unpaid lease payments discounted at the interest rate implicit in the lease, if that rate can be readily determined, or otherwise using the Company’s incremental borrowing rate. After the commencement date, the Company measures the lease liability using the effective interest rate method. On the commencement date, the right -of-use -of-use 2. On the commencement date, the Company uses the index rate prevailing on the commencement date to calculate the future lease payments. For leases in which the Company is the lessee, the aggregate changes in future lease payments resulting from a change in the index are capitalized (without a change in the discount rate applicable to the lease liability) to the right -of-use 3. A non -cancelable In the event of any change in the expected exercise of the lease extension option or in the expected non -exercise -of-use 4. If a lease modification does not reduce the scope of the lease and does not result in a separate lease, the Company remeasures the lease liability based on the modified lease terms using a revised discount rate as of the modification date and records the change in the lease liability as an adjustment to the right -of-use If a lease modification reduces the scope of the lease, the Company recognizes a gain or loss arising from the partial or full reduction of the carrying amount of the right -of-use -of-use |
Significant Accounting Policies
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of straight-line basis over the useful life of the assets at annual rate | % Docking stations and Drones 20 – 33 Computers and peripheral equipment 33 Office furniture and equipment 6 – 33 Motor vehicles 20 Leasehold improvements (*) % Software 33 |
Revenue from Services (Tables)
Revenue from Services (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of revenue from provision of services | For the six months For the year 2022 2021 Unaudited Audited USD thousands Revenue by geographical markets: Singapore 149 1,495 2,841 Israel 275 151 326 United Arab Emirates 120 — 120 544 1,646 3,287 Breakdown of revenues by customers: Monitoring and policing authorities (“Smart City”) 269 1,495 2,961 Industry 275 151 326 544 1,646 3,287 | |
Schedule of revenue by geographical markets | Year Ended December 31, 2021 2020 U.S. dollars in thousands Singapore 2,841 1,259 Israel 326 249 United States — 101 United Arab Emirates 120 — 3,287 1,609 | |
Schedule of revenue by type of customer | Year Ended December 31, 2021 2020 U.S. dollars in thousands Supervisory and Police Authorities (‘Smart City’) 2,961 1,259 Industry 326 245 Security — 105 3,287 1,609 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | December 31, 2021 2020 U.S. dollars in thousands Cash and cash equivalents, in Dollars 3,060 676 Cash and cash equivalents, in NIS 3,534 101 Cash and cash equivalents, in other currencies 92 3 6,686 780 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Credit Loss, Additional Improvements [Abstract] | |
Schedule of trade receivable balances | December 31, 2021 2020 U.S. dollars in thousands Open accounts 250 128 |
Shedule of company’s exposure to credit risk | Accounts Up to 31-60 Days 61-90 Days 91-120 Days Over 120 Days Total U.S. dollars in thousands December 31. 2021 Gross carrying amounts 69 — 120 — — 61 250 December 31, 2020 Gross carrying amounts 108 — 20 — — — 128 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of breakdown | December 31, 2021 2020 U.S. dollars in thousands Finished product 1,210 — 1,210 — |
Other Accounts Receivable (Tabl
Other Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Receivables [Abstract] | |
Schedule of other receivables | December 31, 2021 2020 U.S. dollars in thousands Government authorities 160 82 Prepaid expenses 215 182 Other items 18 16 393 280 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of changes in use right assets | December 31, 2021 2020 U.S. dollars in thousands Interest expense on lease liability 55 115 Total cash paid for leases 490 629 |
Schedule of changes in use right assets | U.S. dollars in Balance as of January 1, 2020 913 Depreciation expenses (360 ) Changes in the Consumer Price Index (5 ) Additions during the year 740 Termination of leases (396 ) Balance as of December 31, 2020 892 Depreciation expense (296 ) Update due to changes in the Consumer Price Index 15 Additions during the year 63 Balance as of December 31, 2021 674 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fixed Assets [Abstract] | |
Schedule of breakdown and changes | Vehicles Docking stations and drones (1)(2) Computers and peripheral equipment Machinery, Office furniture and Equipment Leasehold Improvements Total U.S. dollars in thousands Cost: Balance as of January 1, 2020 55 4,488 1,231 842 1,175 7,791 Additions during the year: Purchases — 980 10 43 — 1,033 Adjustments arising from translating financial statements of foreign operations — 13 — — — 13 Decreases during the year: Disposals (4 ) (438 ) — (57 ) — (499 ) Balance as of December 31, 2020 51 5,043 1,241 828 1,175 8,338 Additions during the year: Purchases — 402 59 49 3 513 Decreases during the year: Classification to inventory (3) — (1,374 ) — — — (1,374 ) Sales (36 ) (625 ) — (14 ) — (675 ) Disposals — (52 ) (1,094 ) (401 ) (5 ) (1,552 ) Balance as of December 31, 2021 15 3,394 206 462 1,173 5,250 Accumulated Depreciation and impairment: Balance as of January 1, 2020 19 445 935 436 284 2,119 Additions during the year: Depreciation 10 337 204 99 117 767 Decreases during the year: Reversal of an impairment — (206 ) — — — (206 ) Disposals (2 ) (438 ) — (13 ) — (453 ) Balance as of December 31, 2020 27 138 1,139 522 401 2,227 Additions during the year: Depreciation 3 371 97 77 120 668 Impairment — 955 — — — 955 Decreases during the year: Classification to inventory (3) — (164 ) — — — (164 ) Sales (15 ) — — (11 ) — (26 ) Disposals — (52 ) (1,094 ) (401 ) (5 ) (1,552 ) Balance as of December 31, 2021 15 1,248 142 187 516 2,108 Depreciated cost as of December 31, 2020 24 4,905 102 306 774 6,111 Depreciated cost as of December 31, 2021 — 2,146 64 275 657 3,142 |
Other Payables (Tables)
Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of other payables | December 31, 2021 2020 U.S. dollars in thousands Employees and payroll accruals 664 705 Provision for vacation pay 669 513 Accrued expenses 163 135 Other payables 21 56 1,517 1,409 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Banking Regulation, Total Capital [Abstract] | |
Schedule of breakdown of the company’s share capital | December 31, 2021 December 31, 2020 Issued and outstanding Authorized Issued and outstanding Authorized Number of shares Ordinary Shares, NIS 0.01 par value 16,617,397 110,714,286 54,396,834 690,000,000 Ordinary “A” Shares, NIS 0.01 par value — — — 10,000,000 16,617,397 110,714,286 54,396,834 700,000,000 |
Schedule of share-based payment balance | Year Ended December 31, 2021 Number of Weighted Weighted Share options outstanding at beginning of year 5,544,611 $ 0.678 3.82 1:28 reverse options split ( ) (5,346,589 ) — — Share options granted during the year 6,768,045 $ 0.2304 9.72 Share options exercised during the year (59,510 ) $ 0.09 — Share options forfeited/expired during the year (142,342 ) $ 0.6783 — Share options outstanding at end of year 6,764,215 $ 0.2972 9.73 Share options exercisable at end of year 2,861,715 $ 0.2849 9.71 Year Ended December 31, 2020 Number of Weighted Weighted Share options outstanding at beginning of year 5,860,030 $ 0.677 4.59 Share options forfeited/expired during the year (315,419 ) $ 0.334 — Share options outstanding at end of year 5,544,611 $ 0.678 3.82 Share options exercisable at end of year 4,269,167 $ 0.504 4.5 |
Schedule of company capital instruments | Year ended December 31, 2021 Dividend yield (%) 0% Expected volatility in share prices (%) 56.08% – 77.3% Risk-free interest rate (%) 0.10% – 1.401% Predicted life of share (in years) 2.25 – 10 Share price (NIS) 5.295 – 7.07 |
Schedule of consolidated financial statements | Year Ended December 31, 2021 2021 2020 U.S. dollars in thousands Cost of revenues 603 4 Research and development expenses 1,607 89 Sales and marketing expenses 1,770 12 General and administrative expenses 3,205 582 Total expenses – share-based payments plan 7,185 687 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments [Abstract] | |
Schedule of financial liabilities, interest-bearing loans | Original maturity date December 31, 2021 2020 U.S. dollars in thousands Bank loans (1) 30.6.2021 — 833 PPP loans in the United States (2) — — 166 Convertible loan (3) 31.3.2022 — 8,567 — 9,566 |
Schedule of contractual terms in non-capitalized amounts | Up to One Year to Two Years Two Years to Three Years Three Years to Five Years Total U.S. dollars in thousands Accounts payables 311 — — — 311 Other payables 1,517 — — — 1,517 Government grants liability 147 271 499 1,511 2,427 Lease liability 382 357 98 — 837 2,357 628 597 1,511 5,092 Up to One Year to Two Years Two Years to Three Years Three Years to Four Years Total U.S. dollars in thousands Bank loans 1,004 — — — 1,004 Accounts payables 220 — — — 220 Other payables 1,409 — — — 1,409 Convertible loans — 8,567 — — 8,567 Government grants liability 169 285 755 694 1,903 Lease liability 364 342 319 81 1,106 3,166 9,194 1,074 775 14,209 |
Schedule of change in the exchange rates of the Shekel | Sensitivity Test For Changes in the Exchange Rate of the Shekel Gain (Loss) – Change 5% Increase in the Exchange Rate of the Shekel 5% Decrease in the Exchange Rate of the Shekel U.S. dollars in thousands 2021 135 (135 ) 2020 109 (109 ) |
Schedule of change in LIBOR interest rates | Sensitivity Test for Changes in the Interest Rates Gain (Loss) – Change 5% Increase 5% Decrease U.S. dollars in thousands 2021 (4 ) 4 2020 (60 ) 60 |
Cost of Revenue (Tables)
Cost of Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cost of Revenue [Abstract] | |
Schedule of cost of revenue | Year Ended December 31, 2021 2020 U.S. dollars in thousands Wages, salaries, and benefits 1,308 1,537 Offsite contracting and travel 441 818 Depreciation and amortization 266 326 Distribution to customers 267 176 Materials usage 136 75 Share-based payment 603 4 Office maintenance 242 198 Other items 398 343 3,661 3,477 |
Sales and Marketing Expenses (T
Sales and Marketing Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Sales And Marketing Expenses [Abstract] | |
Schedule of sales and marketing expenses | Year Ended December 31, 2021 2020 U.S. dollars in thousands Wages, salaries, and benefits 788 477 Advertising and marketing expenses 505 215 Travel 27 47 Share-based payment 1,770 12 Depreciation and amortization 4 6 Other items 125 90 3,219 847 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
General and Administrative Expenses [Abstract] | |
Schedule of general and administrative expenses | Year Ended December 31, 2021 2020 U.S. dollars in thousands Wages, salaries, and benefits 1,349 1,005 Share-based payment (see Note 12B (1)) 3,205 582 Depreciation and amortization 492 660 Initial public offering related expenses 486 — IT, legal, consulting, and others 189 217 Rents and maintenance 312 207 6,033 2,671 |
Research and Development Expe_2
Research and Development Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
Schedule of research and development expenses | Year Ended December 31, 2021 2020 U.S. dollars in thousands Wages, salaries, and benefits 4,772 4,435 Offsite contracting and travel 484 1,073 Other research and development expenses 648 749 Depreciation and amortization 177 206 Share-based payment (see Note 12B (1)) 1,607 89 Materials usage 216 82 7,904 6,634 Less – changes in estimated government grants (202 ) (247 ) 7,702 6,387 |
Other expenses (income), net (T
Other expenses (income), net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Receivables [Abstract] | |
Schedule of other income, net | Year Ended December 31, 2021 2020 U.S. dollars in thousands Impairment losses (Reversal of an impairment loss) (1) 955 (206 ) Loss (capital gain) from sale and disposal of fixed assets (2) (343 ) 29 Gain on realization of translation differences – foreign operations (466 ) — Other items — 96 146 (81 ) (1) |
Financial Income and Expense (T
Financial Income and Expense (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Banking and Thrift, Interest [Abstract] | |
Schedule of financial income | Year Ended December 31, 2021 2020 U.S dollars in thousands Financial expenses: Interest expenses on loans 11 104 Financial expenses in respect of the convertible loan 1,102 2,344 Financial expenses in respect of a lease liability 55 64 Financial expenses in respect of a commitment to the Israel Innovation Authority 163 164 Remeasurement of options 38 — Bank commissions 14 17 1,383 2,693 |
Schedule of financial income | Year Ended December 31, 2021 2020 U.S dollars in thousands Financial income: Exchange rate differences 88 77 88 77 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstarct] | |
Schedule of income and expenses | Year Ended December 31, 2021 2020 U.S dollars in thousands Loss before tax 18,769 14,308 Statutory tax rate 23 % 23 % Theoretical tax (4,317 ) (3,291 ) Adjustments: Deferred taxes not recognized on losses 4,317 3,291 Actual tax — — |
Balances and Transactions wit_2
Balances and Transactions with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of balances with related Parties | Year Ended December 31, 2021 2020 U.S dollars in thousands Other payables – key management personnel 237 217 Equity reserve for share-based payment 5,419 1,579 CLA capital reserve — 2,836 Convertible loan liability — 8,567 |
Schedule of benefits to and other transactions with related parties and key management personnel | Year Ended December 31, 2021 2020 US $, in Thousands Wages and benefits for employees by or on behalf of the company 1,359 1,160 Share-based payment 3,887 544 Financial expenses on convertible loan 1,102 2,344 6,348 4,048 The number of people to whom the salary and benefits relate Related parties, related parties, and key management personnel employed by or on behalf of the Company 5 4 Directors who are not employed by the company and are not remunerated 4 3 |
General (Details)
General (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
General (Details) [Line Items] | |
Accured loss | $ 146,892 |
Minimum [Member] | |
General (Details) [Line Items] | |
Current operation amount | 4,535 |
Maximum [Member] | |
General (Details) [Line Items] | |
Current operation amount | $ 6,135 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Amendment clarifies | $ 0.10 |
Revenue from Services (Details)
Revenue from Services (Details) - Schedule of revenue from provision of services - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenues by regions, total | $ 544 | $ 1,646 | $ 3,287 |
Revenues by customers, total | 544 | 1,646 | 3,287 |
Monitoring and policing authorities (“Smart City”) [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues by customers, total | 269 | 1,495 | 2,961 |
Industry [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues by customers, total | 275 | 151 | 326 |
Revenue in Singapore [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues by regions, total | 149 | 1,495 | 2,841 |
Revenue in Israel [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues by regions, total | 275 | 151 | 326 |
Revenue in the United Arab Emirates [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues by regions, total | $ 120 | $ 120 |
Material Events During the Re_2
Material Events During the Reporting Period (Details) | 1 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2022 USD ($) shares | Feb. 28, 2022 ₪ / shares shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2022 ₪ / shares | May 19, 2022 USD ($) | May 10, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 | Dec. 22, 2020 | |
Material Events During The Reporting Period Abstract | |||||||||
Purchase amount | $ 2,000,000 | ||||||||
Ordinary shares, par value (in New Shekels per share) | ₪ / shares | ₪ 0.01 | ₪ 0.01 | |||||||
Options to purchase shares (in Shares) | shares | 66,340 | ||||||||
Purchase of ordinary shares (in Shares) | shares | 30,000 | 66,340 | 30,000 | ||||||
Exercise price, per share (in New Shekels per share) | ₪ / shares | ₪ 7.07 | ₪ 0.28 | |||||||
Vesting period | 4 years | ||||||||
Loan amount | $ 77,742 | $ 77,742 | $ 1,100,000 | ||||||
Annual interest rate | 6% | 6% | 6% | 6% | 6% | 10.41% | |||
Capital amount | $ 2,000,000 | ||||||||
Interest percentage | 5% | ||||||||
Weighted average cost, percentage | 19.27% | 19.27% | |||||||
Fair value loans | $ 1,022,258 |
Material Events After the Rep_2
Material Events After the Reporting Period (Details) | 6 Months Ended | 12 Months Ended | ||||||||
Aug. 04, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 | Sep. 20, 2022 USD ($) | Aug. 04, 2022 ₪ / shares | Aug. 04, 2022 $ / shares | May 19, 2022 | Sep. 30, 2021 | Dec. 22, 2020 | Aug. 16, 2018 | |
Material Events After the Reporting Period (Details) [Line Items] | ||||||||||
Price per share | ₪ / shares | ₪ 3 | |||||||||
Average percentage | 19.27% | |||||||||
Financing activities (in Dollars) | $ 1,500,000 | |||||||||
Repayment amount (in Dollars) | $ 1,100,000 | |||||||||
Fixed interest at a rate | 6% | 6% | 6% | 6% | 10.41% | |||||
Additional interest rate | 2% | 2% | 2.25% | |||||||
Guarantee payment interest rate | 100% | 100% | ||||||||
Subsequent Event [Member] | ||||||||||
Material Events After the Reporting Period (Details) [Line Items] | ||||||||||
Price per share | (per share) | ₪ 3 | $ 0.89 | ||||||||
Average percentage | 48% | 48% | ||||||||
Premium percentage | 71% | |||||||||
Repayment amount (in Dollars) | $ 1,100,000 | |||||||||
Forecast [Member] | ||||||||||
Material Events After the Reporting Period (Details) [Line Items] | ||||||||||
Guaranty agreement amount (in Dollars) | $ 1,500,000 | |||||||||
Merger Agreement [Member] | ||||||||||
Material Events After the Reporting Period (Details) [Line Items] | ||||||||||
Merger agreement description | The Merger Agreement included certain circumstances in which, if they occur, the Company will be required to pay Ondas a termination fee of US$ 800,000 (the “Termination Fee”), in addition to payment for expenses of up to US$ 1,000,000 (the “Termination Cap”), provided that the Company is not required to pay more than the Termination Cap in the aggregate, including the Termination Fee. | The Merger Agreement included certain circumstances in which, if they occur, the Company will be required to pay Ondas a termination fee of US$ 800,000 (the “Termination Fee”), in addition to payment for expenses of up to US$ 1,000,000 (the “Termination Cap”), provided that the Company is not required to pay more than the Termination Cap in the aggregate, including the Termination Fee. | ||||||||
Merger Agreement [Member] | Subsequent Event [Member] | ||||||||||
Material Events After the Reporting Period (Details) [Line Items] | ||||||||||
Merger agreement description | the Company entered into a Merger Agreement with Ondas and Talos for the purpose of defining the terms and conditions of the Merger. According to the Merger Agreement, each holder of an Ordinary Share of the Company, par value of NIS 0.01 each, immediately prior to the date of the Merger, would receive, in exchange for such share, 0.16806 shares of Ondas, par value of US$ 0.0001 each. This compensation was considered by the Company’s Audit Committee prior to approval |
General (Details)_2
General (Details) - USD ($) | 12 Months Ended | |
Sep. 20, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Operating activities | $ 9,443,000 | |
Comprehensive loss | 18,769,000 | |
Accumulated loss | 140,757,000 | |
Loan agreement amount | $ 1,500,000 | |
Operational flights | $ 1,200 |
Significant Accounting Polici_2
Significant Accounting Policies (Details) - Schedule of straight-line basis over the useful life of the assets at annual rate | Dec. 31, 2021 | |
Docking stations and Drones [Member] | Minimum [Member] | ||
Significant Accounting Policies (Details) - Schedule of straight-line basis over the useful life of the assets at annual rate [Line Items] | ||
Useful life of the assets annual rates percentage | 20% | |
Docking stations and Drones [Member] | Maximum [Member] | ||
Significant Accounting Policies (Details) - Schedule of straight-line basis over the useful life of the assets at annual rate [Line Items] | ||
Useful life of the assets annual rates percentage | 33% | |
Computers and peripheral equipment [Member] | ||
Significant Accounting Policies (Details) - Schedule of straight-line basis over the useful life of the assets at annual rate [Line Items] | ||
Useful life of the assets annual rates percentage | 33% | |
Office furniture and equipment [Member] | Minimum [Member] | ||
Significant Accounting Policies (Details) - Schedule of straight-line basis over the useful life of the assets at annual rate [Line Items] | ||
Useful life of the assets annual rates percentage | 6% | |
Office furniture and equipment [Member] | Maximum [Member] | ||
Significant Accounting Policies (Details) - Schedule of straight-line basis over the useful life of the assets at annual rate [Line Items] | ||
Useful life of the assets annual rates percentage | 33% | |
Motor vehicles [Member] | ||
Significant Accounting Policies (Details) - Schedule of straight-line basis over the useful life of the assets at annual rate [Line Items] | ||
Useful life of the assets annual rates percentage | 20% | |
Leasehold improvements [Member] | ||
Significant Accounting Policies (Details) - Schedule of straight-line basis over the useful life of the assets at annual rate [Line Items] | ||
Useful life of the assets annual rates percentage | [1] | |
Software [Member] | ||
Significant Accounting Policies (Details) - Schedule of straight-line basis over the useful life of the assets at annual rate [Line Items] | ||
Useful life of the assets annual rates percentage | 33% | |
[1]Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term (including the extension option held by the Group and intended to be exercised) and the useful life of the improvement. |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - Schedule of cash and cash equivalents - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents (Details) - Schedule of cash and cash equivalents [Line Items] | ||||
Total | $ 2,849 | $ 6,686 | $ 4,556 | $ 780 |
Cash and cash equivalents, in Dollars [Member] | ||||
Cash and Cash Equivalents (Details) - Schedule of cash and cash equivalents [Line Items] | ||||
Total | 3,060 | 676 | ||
Cash and cash equivalents, in NIS [Member] | ||||
Cash and Cash Equivalents (Details) - Schedule of cash and cash equivalents [Line Items] | ||||
Total | 3,534 | 101 | ||
Cash and cash equivalents, in other currencies [Member] | ||||
Cash and Cash Equivalents (Details) - Schedule of cash and cash equivalents [Line Items] | ||||
Total | $ 92 | $ 3 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Credit Loss, Additional Improvements [Abstract] | ||
Bad debts (in Dollars) | $ 10 | |
Revenue percentage | 86% | 63% |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of trade receivable balances - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Trade Receivable Balances Abstract | ||
Open accounts | $ 250 | $ 128 |
Accounts Receivable (Details)_2
Accounts Receivable (Details) - Shedule of company’s exposure to credit risk - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Ceded Credit Risk [Line Items] | ||
Balance | $ 250 | $ 128 |
Accounts receivables – Open Accounts [Member] | ||
Ceded Credit Risk [Line Items] | ||
Balance | 69 | 108 |
Up to 30 Days [Member] | ||
Ceded Credit Risk [Line Items] | ||
Balance | ||
31-60 Days [Member] | ||
Ceded Credit Risk [Line Items] | ||
Balance | 120 | 20 |
61-90 Days [Member] | ||
Ceded Credit Risk [Line Items] | ||
Balance | ||
91-120 Days [Member] | ||
Ceded Credit Risk [Line Items] | ||
Balance | ||
Over 120 Days [Member] | ||
Ceded Credit Risk [Line Items] | ||
Balance | $ 61 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of breakdown - Inventory [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Finished product | $ 1,210 | |
Total finished product | $ 1,210 |
Other Accounts Receivable (Deta
Other Accounts Receivable (Details) - Schedule of other accounts receivable - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Other Accounts Receivable Abstract | ||
Institutions | $ 160 | $ 82 |
Prepaid expenses | 215 | 182 |
Other items | 18 | 16 |
Total | $ 393 | $ 280 |
Leases (Details)
Leases (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Lease agreement average periods | 3 years 6 months | 3 years 6 months |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease transactions - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Lease Transactions Abstract | ||
Interest expense on lease liability | $ 55 | $ 115 |
Total cash paid for leases | $ 490 | $ 629 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of changes in use right assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Changes In Use Right Assets Abstract | ||
Balance beginning | $ 913 | |
Depreciation expense | $ (296) | (360) |
Update due to changes in the Consumer Price Index | 15 | (5) |
Additions during the year | 63 | 740 |
Termination of leases | (396) | |
Balance ending | $ 674 | $ 892 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fixed Assets [Abstract] | ||
Undepreciated cost | $ 1,883 | $ 2,428 |
Impairment losses | $ 955 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of breakdown and changes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Property and Equipment (Details) - Schedule of breakdown and changes [Line Items] | |||
Balance as of beginning | $ 8,338 | $ 7,791 | |
Purchases | 1,033 | ||
Adjustments arising from translating financial statements of foreign operations | 13 | ||
Disposals | (1,552) | (499) | |
Balance as of ending | 5,250 | 8,338 | |
Balance as of begining | 2,227 | 2,119 | |
Depreciation | 668 | 767 | |
Impairment | 955 | ||
Decreases during the year: | |||
Reversal of an impairment loss | [1] | 955 | (206) |
Reclassification to inventory | [2] | (164) | |
Sales | (26) | ||
Disposals | (1,552) | (453) | |
Balance as of ending | 2,108 | 2,227 | |
Depreciated cost as of December 31, 2020 | 6,111 | ||
Depreciated cost as of December 31, 2021 | 3,142 | ||
Purchases | 513 | ||
Decreases during the year: | |||
Reclassification to inventory | [2] | (1,374) | |
Sales | (675) | ||
Vehicles [Member] | |||
Property and Equipment (Details) - Schedule of breakdown and changes [Line Items] | |||
Balance as of beginning | 51 | 55 | |
Adjustments arising from translating financial statements of foreign operations | |||
Disposals | (4) | ||
Balance as of ending | 15 | 51 | |
Balance as of begining | 27 | 19 | |
Depreciation | 3 | 10 | |
Impairment | |||
Decreases during the year: | |||
Reclassification to inventory | [2] | ||
Sales | (15) | ||
Disposals | (2) | ||
Balance as of ending | 15 | 27 | |
Depreciated cost as of December 31, 2020 | 24 | ||
Depreciated cost as of December 31, 2021 | |||
Purchases | |||
Decreases during the year: | |||
Reclassification to inventory | [2] | ||
Sales | (36) | ||
Docking stations and skimmers [Member] | |||
Property and Equipment (Details) - Schedule of breakdown and changes [Line Items] | |||
Balance as of beginning | [3],[4] | 5,043 | 4,488 |
Purchases | 980 | ||
Adjustments arising from translating financial statements of foreign operations | [3],[4] | 13 | |
Disposals | [3],[4] | (52) | (438) |
Balance as of ending | [3],[4] | 3,394 | 5,043 |
Balance as of begining | [3],[4] | 138 | 445 |
Depreciation | [3],[4] | 371 | 337 |
Impairment | [3],[4] | 955 | |
Decreases during the year: | |||
Reversal of an impairment loss | (206) | ||
Reclassification to inventory | [2],[3],[4] | (164) | |
Sales | [3],[4] | ||
Disposals | [3],[4] | (52) | (438) |
Balance as of ending | [3],[4] | 1,248 | 138 |
Depreciated cost as of December 31, 2020 | [3],[4] | 4,905 | |
Depreciated cost as of December 31, 2021 | [3],[4] | 2,146 | |
Purchases | [3],[4] | 402 | |
Decreases during the year: | |||
Reclassification to inventory | [2],[3],[4] | (1,374) | |
Sales | [3],[4] | (625) | |
Computers and Electronic Equipment [Member] | |||
Property and Equipment (Details) - Schedule of breakdown and changes [Line Items] | |||
Balance as of beginning | 1,241 | 1,231 | |
Purchases | 10 | ||
Adjustments arising from translating financial statements of foreign operations | |||
Disposals | (1,094) | ||
Balance as of ending | 206 | 1,241 | |
Balance as of begining | 1,139 | 935 | |
Depreciation | 97 | 204 | |
Impairment | |||
Decreases during the year: | |||
Reclassification to inventory | [2] | ||
Sales | |||
Disposals | (1,094) | ||
Balance as of ending | 142 | 1,139 | |
Depreciated cost as of December 31, 2020 | 102 | ||
Depreciated cost as of December 31, 2021 | 64 | ||
Purchases | 59 | ||
Decreases during the year: | |||
Reclassification to inventory | [2] | ||
Sales | |||
Machinery, Furniture and Equipment [Member] | |||
Property and Equipment (Details) - Schedule of breakdown and changes [Line Items] | |||
Balance as of beginning | 828 | 842 | |
Purchases | 43 | ||
Adjustments arising from translating financial statements of foreign operations | |||
Disposals | (401) | (57) | |
Balance as of ending | 462 | 828 | |
Balance as of begining | 522 | 436 | |
Depreciation | 77 | 99 | |
Impairment | |||
Decreases during the year: | |||
Reclassification to inventory | [2] | ||
Sales | (11) | ||
Disposals | (401) | (13) | |
Balance as of ending | 187 | 522 | |
Depreciated cost as of December 31, 2020 | 306 | ||
Depreciated cost as of December 31, 2021 | 275 | ||
Purchases | 49 | ||
Decreases during the year: | |||
Reclassification to inventory | [2] | ||
Sales | (14) | ||
Leasehold Improvements [Member] | |||
Property and Equipment (Details) - Schedule of breakdown and changes [Line Items] | |||
Balance as of beginning | 1,175 | 1,175 | |
Adjustments arising from translating financial statements of foreign operations | |||
Disposals | (5) | ||
Balance as of ending | 1,173 | 1,175 | |
Balance as of begining | 401 | 284 | |
Depreciation | 120 | 117 | |
Impairment | |||
Decreases during the year: | |||
Reclassification to inventory | [2] | ||
Sales | |||
Disposals | (5) | ||
Balance as of ending | 516 | 401 | |
Depreciated cost as of December 31, 2020 | $ 774 | ||
Depreciated cost as of December 31, 2021 | 657 | ||
Purchases | 3 | ||
Decreases during the year: | |||
Reclassification to inventory | [2] | ||
Sales | |||
[1]See note 9[2]See Note 2 (m)[3]In the year ended December 31, 2021, the Company recognized impairment losses of $955 thousand, because of technological equipment obsolescence. The decrease in value was charged to other expenses in the 2021 Statement of Comprehensive Income.[4]This group includes docking stations and drones in the construction process, at a net cost after impairments of $1,883 thousand and $2,428 thousand. As of December 31, 2021, and 2020, respectively. |
Other Payables (Details) - Sche
Other Payables (Details) - Schedule of other payables - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Other Payables Abstract | ||
Employees and payroll accruals | $ 664 | $ 705 |
Provision for vacation pay | 669 | 513 |
Accrued expenses | 163 | 135 |
Other payables | 21 | 56 |
Total | $ 1,517 | $ 1,409 |
Equity (Details)
Equity (Details) | 1 Months Ended | 12 Months Ended | |||||||
Sep. 12, 2021 shares | Apr. 14, 2021 ₪ / shares | Dec. 31, 2021 USD ($) shares | Sep. 30, 2021 shares | Jul. 19, 2021 shares | Jun. 15, 2021 shares | May 18, 2020 USD ($) shares | Dec. 31, 2021 USD ($) shares | Jan. 31, 2021 shares | |
Equity (Details) [Line Items] | |||||||||
Issuance of shares | 16,560,599 | ||||||||
Ordinary shares descrption | 3,027,000 Ordinary Shares of NIS 0.01 par value were issued to the public at a price of NIS 7.07 per share. The proceeds to the Company from the initial public offering was NIS 21,401 thousand and issuance costs were $1,348 thousand. $819 thousand of the issuance costs were classified to Equity and $529 thousand were classified to profit or loss. | ||||||||
Option granted date | 10 years | ||||||||
Granted employees and service providers options to purchase ordinary Shares | 1,698,390 | ||||||||
Options vest over period | 2 years | 2 years | |||||||
Granted option shares | 381,616 | 4,336,471 | 50,320 | ||||||
Employees and service, description | The exercise price range of the stock options is NIS 0.28 and NIS 1, respectively. The options have a contractual term of 10 years. The options will vest over a period of up to two years.2) 1,035,000 options were granted to a consultant, to purchase 1,035,000 Ordinary Shares of the Company, at an exercise price of NIS 7.07. Each option can be exercised to an Ordinary Share of the Company and have a contractual term of 10 years. The options will vest over a period of up to two years.3) 2,136,727 options were granted to members of Company management to purchase 2,136,727 Ordinary Shares of the Company, as follows: (1) 2/3 of the options at an exercise price of NIS 7.07; (2) 1/3 of the options at an exercise price of NIS 14.14. The options will vest over a period of 4 years.c) In December 2021, the Company granted 381,616 options to employees, a service provider and a consultant as follows:1) 116,236 options were granted to employees and service providers to purchase 116,236 Ordinary Shares of the Company. The exercise price range of the options is NIS 0.28 and NIS 1, respectively. The options have a contractual term of 10 years, The options will vest over a period of up to two years.2) 132,700 options were granted to a consultant, to purchase 132,700 Ordinary Shares of the Company, at an exercise price of NIS 7.07. The options have a contractual term of 10 years. The options will vest over a period of up to two years.3) 132,680 options were granted to two external directors of the Company to purchase 132,680 Ordinary Shares of the Company at an exercise price of NIS 7.07. Each option can be exercised to an Ordinary Share of the Company and have a contractual term of 4 years. The options will vest over a period of up to three years. | 1) 1,164,744 options were granted to Company’s employees and service providers to purchase 1,164,744 Ordinary Shares of the Company. The exercise price range of the stock options is NIS 0.28 and NIS 1, respectively. The options have a contractual term of 10 years. The options will vest over a period of up to two years.2) 1,035,000 options were granted to a consultant, to purchase 1,035,000 Ordinary Shares of the Company, at an exercise price of NIS 7.07. Each option can be exercised to an Ordinary Share of the Company and have a contractual term of 10 years. The options will vest over a period of up to two years.3) 2,136,727 options were granted to members of Company management to purchase 2,136,727 Ordinary Shares of the Company, as follows: (1) 2/3 of the options at an exercise price of NIS 7.07; (2) 1/3 of the options at an exercise price of NIS 14.14. The options will vest over a period of 4 years.c) In December 2021, the Company granted 381,616 options to employees, a service provider and a consultant as follows:1) 116,236 options were granted to employees and service providers to purchase 116,236 Ordinary Shares of the Company. The exercise price range of the options is NIS 0.28 and NIS 1, respectively. The options have a contractual term of 10 years, The options will vest over a period of up to two years.2) 132,700 options were granted to a consultant, to purchase 132,700 Ordinary Shares of the Company, at an exercise price of NIS 7.07. The options have a contractual term of 10 years. The options will vest over a period of up to two years. | |||||||
Lquidation event, percentage | 16% | ||||||||
Total consideration (in Dollars) | $ | $ 20.2 | ||||||||
Fair value option shares | 0 | ||||||||
Issued and paid-up capital consolidated ratio | 15 | ||||||||
Value determined (in Dollars) | $ | $ 633,000 | $ 633,000 | |||||||
Granted to employees | 351,570 | 351,570 | |||||||
Minimum [Member] | |||||||||
Equity (Details) [Line Items] | |||||||||
Exercise price range of most stock options (in New Shekels per share) | ₪ / shares | ₪ 1 | ||||||||
Maximum [Member] | |||||||||
Equity (Details) [Line Items] | |||||||||
Exercise price range of most stock options (in New Shekels per share) | ₪ / shares | ₪ 28 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of breakdown of the company’s share capital - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Equity (Details) - Schedule of breakdown of the company’s share capital [Line Items] | ||
Share capital issued and paid | 16,617,397 | 54,396,834 |
Share capital authorized | 110,714,286 | 700,000,000 |
Ordinary Shares [Member] | ||
Equity (Details) - Schedule of breakdown of the company’s share capital [Line Items] | ||
Share capital issued and paid | 16,617,397 | 54,396,834 |
Share capital authorized | 110,714,286 | 690,000,000 |
Ordinary “A” Shares [Member] | ||
Equity (Details) - Schedule of breakdown of the company’s share capital [Line Items] | ||
Share capital issued and paid | ||
Share capital authorized | 10,000,000 |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of breakdown of the company’s share capital (Parentheticals) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Ordinary Shares [Member] | ||
Equity (Details) - Schedule of breakdown of the company’s share capital (Parentheticals) [Line Items] | ||
Ordinary Shares par value | 0.01 | 0.01 |
Ordinary “A” Shares [Member] | ||
Equity (Details) - Schedule of breakdown of the company’s share capital (Parentheticals) [Line Items] | ||
Ordinary Shares par value | 0.01 | 0.01 |
Equity (Details) - Schedule o_3
Equity (Details) - Schedule of share-based payment balance - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Equity (Details) - Schedule of share-based payment balance [Line Items] | |||
Opening balance – options for employees, beginning of the year Options Quantity | 5,544,611 | ||
Opening balance – options for employees, beginning of the year Weighted Average Exercise Price (in Dollars per share) | $ 0.678 | ||
Opening balance – options for employees, beginning of the year Weighted Average Life Balance | 3 years 9 months 25 days | ||
1:28 reverse options split(*) | [1] | (5,346,589) | |
Grants Options Quantity | 6,768,045 | ||
Grants Weighted Exercise Price (in Dollars per share) | $ 0.2304 | ||
Grants Weighted Average Life Balance | 9 years 8 months 19 days | ||
Realizations Options Quantity | (59,510) | ||
Realizations Weighted Exercise Price (in Dollars per share) | $ 0.09 | ||
Realizations Weighted Average Life Balance | |||
Canceled/forfeited Options Quantity | (142,342) | ||
Canceled/forfeited Weighted Exercise Price (in Dollars per share) | $ 0.6783 | ||
Canceled/forfeited Weighted Average Life Balance | |||
Closing balance of options, end of the year Options Quantity | 6,764,215 | 5,544,611 | |
Closing balance of options, end of the year Weighted Exercise Price (in Dollars per share) | $ 0.2972 | $ 0.678 | |
Closing balance of options, end of the year Weighted Average Life Balance | 9 years 8 months 23 days | ||
Options that can be exercised at the end of the year Options Quantity | 2,861,715 | ||
Options that can be exercised at the end of the year Weighted Exercise Price (in Dollars per share) | $ 0.2849 | ||
Options that can be exercised at the end of the year Weighted Average Life Balance | 9 years 8 months 15 days | ||
Share Based Payment [Member] | |||
Equity (Details) - Schedule of share-based payment balance [Line Items] | |||
Opening balance – options for employees, beginning of the year Options Quantity | 5,544,611 | 5,860,030 | |
Opening balance – options for employees, beginning of the year Weighted Average Exercise Price (in Dollars per share) | $ 0.678 | $ 0.677 | |
Opening balance – options for employees, beginning of the year Weighted Average Life Balance | 4 years 7 months 2 days | ||
Closing balance of options, end of the year Options Quantity | 5,544,611 | ||
Closing balance of options, end of the year Weighted Exercise Price (in Dollars per share) | $ 0.678 | ||
Closing balance of options, end of the year Weighted Average Life Balance | 3 years 9 months 25 days | ||
Options that can be exercised at the end of the year Options Quantity | 4,269,167 | ||
Options that can be exercised at the end of the year Weighted Exercise Price (in Dollars per share) | $ 0.504 | ||
Options that can be exercised at the end of the year Weighted Average Life Balance | 4 years 6 months | ||
[1]The number of options was adjusted due to the reverse share split of 1:28. In addition, the weighted average of the exercise price was also adjusted. |
Equity (Details) - Schedule o_4
Equity (Details) - Schedule of company capital instruments | 12 Months Ended |
Dec. 31, 2021 ₪ / shares | |
Equity (Details) - Schedule of company capital instruments [Line Items] | |
Dividend yield on shares | 0% |
Minimum [Member] | |
Equity (Details) - Schedule of company capital instruments [Line Items] | |
Expected volatility in stock prices | 56.08% |
Risk-free interest rate | 0.10% |
Predicted life of stock options | 2 years 3 months |
Share price (in New Shekels per share) | ₪ 5.295 |
Maximum [Member] | |
Equity (Details) - Schedule of company capital instruments [Line Items] | |
Expected volatility in stock prices | 77.30% |
Risk-free interest rate | 1.401% |
Predicted life of stock options | 10 years |
Share price (in New Shekels per share) | ₪ 7.07 |
Equity (Details) - Schedule o_5
Equity (Details) - Schedule of consolidated financial statements - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Consolidated Financial Statements Abstract | ||
Cost of sales | $ 603 | $ 4 |
Research and development expenses | 1,607 | 89 |
Sales and marketing expenses | 1,770 | 12 |
General and administrative expenses | 3,205 | 582 |
Total expenses – share-based payments plan | $ 7,185 | $ 687 |
Financial Instruments (Details)
Financial Instruments (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Oct. 07, 2019 | Dec. 19, 2016 USD ($) $ / shares shares | Dec. 31, 2021 ₪ / shares shares | Sep. 30, 2021 shares | May 31, 2021 | Dec. 31, 2020 USD ($) | Dec. 22, 2020 USD ($) | Aug. 16, 2018 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Jun. 30, 2022 | May 19, 2022 | |
Financial Instruments (Details) [Line Items] | |||||||||||
Annual interest rate | 6% | 6% | 10.41% | 6% | 6% | ||||||
Shares issued (in Shares) | shares | 138,312 | ||||||||||
Price per share | (per share) | ₪ 7.07 | $ 2.5305 | |||||||||
Convertible loan agreement description | On August 16, 2018, the Company signed an amendment to the loan agreement with SVB, under which SVB granted the Company an additional loan of $5,000 thousand. The loan is for a period of 7 months and carries a variable interest rate of Prime plus 2.25%. The loan was repaid in one installment on October 3, 2018. As part of the loan agreement, the Company issued options to SVB, which can be exercised, in part or in full, for 138,312 Preferred “C” shares of the Company (upon the CLA, the right was converted to Ordinary Shares of the Company (see note f below)), up to 15 years, from the date of grant of the option. The exercise price of the options is, $2.5305 per share. | ||||||||||
Additional loan amount | $ 5,000 | ||||||||||
Variable interest rate | 2% | 2.25% | 2% | ||||||||
Exercise price percentage | 80% | ||||||||||
Converted loan percentage | 51% | ||||||||||
Invested amount | $ 5,000 | ||||||||||
Amount received from lenders | $ 99,197 | ||||||||||
Capital loan | $ 2,489 | $ 217 | |||||||||
Recognized financial expenses | $ 2,344 | $ 1,102 | |||||||||
Debt conversion description | The debt is considered repaid in full, and the Company has no additional obligations to the lenders in connection with the convertible loan agreement. The number of the shares granted was 248,081,491 and after a reverse share split of 1:28, 8,860,053 shares. In addition, on the day of the conversion of the convertible loan, the Company recorded a contribution to equity, against the issuance expenses deducted from share premium relating to the conversion of the convertible loan, in the amount | ||||||||||
Future allotment agreement description | The number of shares allocated to investors was calculated, based on the invested amounts as 75% of the effective price of the shares under the issuance, that is, 2,712,329 Ordinary Shares of the Company, NIS 0.01 par value. The issuance of shares under the SAFE agreements was made at the date of completion of the issuance under the prospectus (after the conversion of the debt according to the CLA and the reverse share split), and before the listing of the Company’s securities on the stock exchange according to the prospectus. In addition, according to the SAFE agreements, investors were granted options to purchase additional shares of the Company, such that the number of options will be equal to the number of shares allocated to investors, and a total of 2,712,329 options for Ordinary Shares NIS 0.01 par value. The option can be exercised from the date of completion of the issuance and up to 36 months after the date of granting the option. The exercise price reflects 75% of the price of the Company’s shares in the issuance, which is NIS 5.3025. In addition, each investor may exercise his options through a cashless exercise for a number of shares that will be calculated in accordance with the mechanism prescribed by the option, in accordance with the difference between the fair market value1 of the shares and the exercise price. | ||||||||||
Options granted (in Shares) | shares | 381,616 | 4,336,471 | 50,320 | ||||||||
Options exercised (in Shares) | shares | 2,861,715 | ||||||||||
Period of options granted | 36 months | ||||||||||
Underwriting agreement description | Under the underwriting agreement with the underwriters, 706,844 exercisable options were granted, available for conversion into 706,844 Ordinary Shares of the Company, as well as 19,978 options each exercisable for one Ordinary Share of the Company, which were granted to the IPO sale agent. The options can be exercised from the date of completion of the issuance until the expiration of 18 months from that date, at an exercise price of NIS 7.07. | ||||||||||
Silicon Valley Bank [Member] | |||||||||||
Financial Instruments (Details) [Line Items] | |||||||||||
Annual interest rate | 3.50% | ||||||||||
Loan amount | $ 5,000 | ||||||||||
Loan [Member] | |||||||||||
Financial Instruments (Details) [Line Items] | |||||||||||
Annual interest rate | 41% | ||||||||||
Preferred B Shares [Member] | |||||||||||
Financial Instruments (Details) [Line Items] | |||||||||||
Shares issued (in Shares) | shares | 193,243 | ||||||||||
Price per share | $ / shares | $ 1.81119 | ||||||||||
Ordinary Shares [Member] | |||||||||||
Financial Instruments (Details) [Line Items] | |||||||||||
Options exercised (in Shares) | shares | 50,320 |
Financial Instruments (Detail_2
Financial Instruments (Details) - Schedule of financial liabilities, interest-bearing loans - Financial Liabilities [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Financial Instruments (Details) - Schedule of financial liabilities, interest-bearing loans [Line Items] | |||
Repayment Date Bank loans | [1] | Jun. 30, 2021 | |
Bank loans | [1] | $ 833 | |
Repayment Date PPP loans in the United States | [2] | ||
PPP loans in the United States | [2] | 166 | |
Repayment Date Convertible loan | [3] | Mar. 31, 2022 | |
Convertible loan | [3] | 8,567 | |
Total | $ 9,566 | ||
[1]The fair value of the loans above is not materially different from book value.On June 1, 2021, the Company repaid the principal and interest on a loan from Silicon Valley Bank (SVB) and thereby settled its obligations in connection with this loan. The liens recorded in favor of the bank in connection with this loan were also removed.[2]On May 25, 2020, the Company received a loan under the Paycheck Protection Program (“PPP”), administered by the United States Department of Small Business. The loan is intended to be used to finance salary expenses, rent and bills for 24 weeks. Under the rules of the program, the Company was entitled to a waiver from the bank. The Company recorded income due to settlement of the loan in 2021.[3]The annual interest rate on the loan is 6%. Upon completion of the IPO according to the prospectus in September 2021, the debt was converted to shares. The Company has no additional obligations to the lenders in connection with the convertible loan agreement. For further details regarding the convertible loan, in connection with the effective interest rate, the repayment date and additional conditions, see note 13 f below. |
Financial Instruments (Detail_3
Financial Instruments (Details) - Schedule of contractual terms in non-capitalized amounts - Financial Liabilities [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Financial Instruments (Details) - Schedule of contractual terms in non-capitalized amounts [Line Items] | |||
Liabilities to suppliers and service providers | $ 311 | $ 220 | |
Other payables parties | 1,517 | 1,409 | |
Convertible loans | [1] | 8,567 | |
liability to the Israel Innovation Authority | 2,427 | 1,903 | |
Lease liability | 837 | 1,106 | |
Total | 5,092 | 14,209 | |
Bank loans | 1,004 | ||
Up to One Year [Member] | |||
Financial Instruments (Details) - Schedule of contractual terms in non-capitalized amounts [Line Items] | |||
Liabilities to suppliers and service providers | 311 | 220 | |
Other payables parties | 1,517 | 1,409 | |
Convertible loans | |||
liability to the Israel Innovation Authority | 147 | 169 | |
Lease liability | 382 | 364 | |
Total | 2,357 | 3,166 | |
Bank loans | 1,004 | ||
One Year to Two Years [Member] | |||
Financial Instruments (Details) - Schedule of contractual terms in non-capitalized amounts [Line Items] | |||
Liabilities to suppliers and service providers | |||
Other payables parties | |||
Convertible loans | 8,567 | ||
liability to the Israel Innovation Authority | 271 | 285 | |
Lease liability | 357 | 342 | |
Total | 628 | 9,194 | |
Bank loans | |||
Two Years to Three Years [Member] | |||
Financial Instruments (Details) - Schedule of contractual terms in non-capitalized amounts [Line Items] | |||
Liabilities to suppliers and service providers | |||
Other payables parties | |||
Convertible loans | |||
liability to the Israel Innovation Authority | 499 | 755 | |
Lease liability | 98 | 319 | |
Total | 597 | 1,074 | |
Bank loans | |||
Three Years to Five Years [Member] | |||
Financial Instruments (Details) - Schedule of contractual terms in non-capitalized amounts [Line Items] | |||
Liabilities to suppliers and service providers | |||
Other payables parties | |||
Convertible loans | |||
liability to the Israel Innovation Authority | 1,511 | 694 | |
Lease liability | 81 | ||
Total | $ 1,511 | 775 | |
Bank loans | |||
[1]The annual interest rate on the loan is 6%. Upon completion of the IPO according to the prospectus in September 2021, the debt was converted to shares. The Company has no additional obligations to the lenders in connection with the convertible loan agreement. For further details regarding the convertible loan, in connection with the effective interest rate, the repayment date and additional conditions, see note 13 f below. |
Financial Instruments (Detail_4
Financial Instruments (Details) - Schedule of change in the exchange rates of the Shekel - Exchange Rate of the Shekel [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Financial Instruments (Details) - Schedule of change in the exchange rates of the Shekel [Line Items] | ||
5% Increase in the Exchange Rate of the Shekel | $ 135 | $ 109 |
5% Decrease in the Exchange Rate of the Shekel | $ (135) | $ (109) |
Financial Instruments (Detail_5
Financial Instruments (Details) - Schedule of change in LIBOR interest rates - LIBOR Interest Rate [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Financial Instruments (Details) - Schedule of change in LIBOR interest rates [Line Items] | ||
5% Increase in the Interest Rate | $ (4) | $ (60) |
5% Decrease in the Interest Rate | $ 4 | $ 60 |
Contingent Liabilities, Commi_2
Contingent Liabilities, Commitments, Liens, Claims, and Guarantees (Details) $ in Thousands | 12 Months Ended | |||
Aug. 26, 2021 USD ($) | Sep. 11, 2020 | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Contingent Liabilities, Commitments, Liens, Claims, and Guarantees (Details) [Line Items] | ||||
Aggregate amount | $ 2,600 | |||
Royalties percentage | 3.50% | |||
Revenue percentage | 100% | |||
Granted amount | $ 2,400 | |||
Restricted cash | 62 | $ 49 | ||
Claims amount | 50,000 | |||
Lawsuit percentage | 50% | |||
Amount of compensation | $ 50 | |||
Personal injury claims | 1,000 | |||
Additional coverage | $ 5,000 | |||
Minimum [Member] | ||||
Contingent Liabilities, Commitments, Liens, Claims, and Guarantees (Details) [Line Items] | ||||
Royalties percentage | 3% |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of revenue by geographical markets - Revenue [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue (Details) - Schedule of revenue by geographical markets [Line Items] | ||
Total revenues | $ 3,287 | $ 1,609 |
Singapore [Member] | ||
Revenue (Details) - Schedule of revenue by geographical markets [Line Items] | ||
Total revenues | 2,841 | 1,259 |
Israel [Member] | ||
Revenue (Details) - Schedule of revenue by geographical markets [Line Items] | ||
Total revenues | 326 | 249 |
United States [Member] | ||
Revenue (Details) - Schedule of revenue by geographical markets [Line Items] | ||
Total revenues | 101 | |
United Arab Emirates [Member] | ||
Revenue (Details) - Schedule of revenue by geographical markets [Line Items] | ||
Total revenues | $ 120 |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of revenue by type of customer - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue (Details) - Schedule of revenue by type of customer [Line Items] | ||
Total revenue by type of customer | $ 3,287 | $ 1,609 |
Supervisory and Police Authorities (‘Smart City’) [Member] | ||
Revenue (Details) - Schedule of revenue by type of customer [Line Items] | ||
Total revenue by type of customer | 2,961 | 1,259 |
Industry [Member] | ||
Revenue (Details) - Schedule of revenue by type of customer [Line Items] | ||
Total revenue by type of customer | 326 | 245 |
Security [Member] | ||
Revenue (Details) - Schedule of revenue by type of customer [Line Items] | ||
Total revenue by type of customer | $ 105 |
Cost of Revenue (Details) - Sch
Cost of Revenue (Details) - Schedule of cost of revenue - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Cost Of Revenue Abstract | ||
Wages, salaries, and benefits | $ 1,308 | $ 1,537 |
Offsite contracting and travel | 441 | 818 |
Depreciation and amortization | 266 | 326 |
Distribution to customers | 267 | 176 |
Materials usage | 136 | 75 |
Share-based payment | 603 | 4 |
Office maintenance | 242 | 198 |
Other items | 398 | 343 |
Total cost of revenue | $ 3,661 | $ 3,477 |
Sales and Marketing Expenses (D
Sales and Marketing Expenses (Details) - Schedule of sales and marketing expenses - Sales and Marketing Expenses [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Sales and Marketing Expenses (Details) - Schedule of sales and marketing expenses [Line Items] | ||
Wages, salaries, and benefits | $ 788 | $ 477 |
Advertising and marketing expenses | 505 | 215 |
Travel | 27 | 47 |
Share-based payment | 1,770 | 12 |
Depreciation and amortization | 4 | 6 |
Other items | 125 | 90 |
Total | $ 3,219 | $ 847 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - Schedule of general and administrative expenses - General and Administrative Expenses [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
General and Administrative Expenses (Details) - Schedule of general and administrative expenses [Line Items] | ||
Wages, salaries, and benefits | $ 1,349 | $ 1,005 |
Share-based payment (see Note 12B (1)) | 3,205 | 582 |
Depreciation and amortization | 492 | 660 |
Issuance expenses | 486 | |
Information systems, legal, consulting, and others | 189 | 217 |
Rents and maintenance | 312 | 207 |
Total | $ 6,033 | $ 2,671 |
Research and Development Expe_3
Research and Development Expenses (Details) - Schedule of research and development expenses - Research and Development Expenses [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Research and Development Expenses (Details) - Schedule of research and development expenses [Line Items] | ||
Wages, salaries, and benefits | $ 4,772 | $ 4,435 |
Offsite contracting and travel | 484 | 1,073 |
Other research and development expenses | 648 | 749 |
Depreciation and amortization | 177 | 206 |
Share-based payment (see Note 12B (1)) | 1,607 | 89 |
Materials usage | 216 | 82 |
Research and development expenses Gross | 7,904 | 6,634 |
Less – changes in estimated government grants | (202) | (247) |
Total Research and development expenses | $ 7,702 | $ 6,387 |
Other expenses (income), net (D
Other expenses (income), net (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Other Receivables [Abstract] | |
Sale of Property and equipment | $ 1,000 |
Other income amount | $ 343 |
Other expenses (income), net _2
Other expenses (income), net (Details) - Schedule of other income, net - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule Of Other Income Net Abstract | |||
Impairment losses (cancellation of balances) | [1] | $ 955 | $ (206) |
Loss (capital gain) from disposal of fixed assets | [2] | (343) | 29 |
Gain on realization of translation differences – foreign operations | (466) | ||
Other items | 96 | ||
Total | $ 146 | $ (81) | |
[1]See note 9[2]The sale of Property and equipment of the Company’s systems to a government body in the United Arab Emirates in the amount of $1 million was recorded net, as a capital gain under other income in the amount of $343 thousand. |
Financial Income and Expense (D
Financial Income and Expense (Details) - Schedule of financial expenses - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Financial Expenses Abstract | ||
Interest expenses on loans | $ 11 | $ 104 |
Financial expenses in respect of the convertible loan | 1,102 | 2,344 |
Financial expenses in respect of a lease liability | 55 | 64 |
Financial expenses in respect of a commitment to the Israel Innovation Authority | 163 | 164 |
Remeasurement of options | 38 | |
Bank commissions | 14 | 17 |
Total Financial expenses | $ 1,383 | $ 2,693 |
Financial Income and Expense _2
Financial Income and Expense (Details) - Schedule of financial income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Financial Income Abstract | ||
Exchange rate differences | $ 88 | $ 77 |
Total Financial income | $ 88 | $ 77 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Income Taxes (Details) [Line Items] | |
Self assessments period | 4 years |
Federal tax rate | 21% |
Deferred tax assets (in Dollars) | $ 107,368 |
Israel [Member] | |
Income Taxes (Details) [Line Items] | |
Corporate tax rate | 23% |
Singapore [Member] | |
Income Taxes (Details) [Line Items] | |
Corporate tax rate | 17% |
Australia [Member] | |
Income Taxes (Details) [Line Items] | |
Corporate tax rate | 27.50% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income and expenses - Income Taxes [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) - Schedule of income and expenses [Line Items] | ||
Loss before tax | $ 18,769 | $ 14,308 |
Statutory tax rate | 23% | 23% |
Theoretical tax | $ (4,317) | $ (3,291) |
Deferred taxes not recognized on losses | 4,317 | 3,291 |
Actual tax |
Balances and Transactions wit_3
Balances and Transactions with Related Parties (Details) - Schedule of balances with related Parties - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Balances With Related Parties Abstract | ||
Other payables – key management personnel | $ 237 | $ 217 |
Equity reserve for share-based payment | 5,419 | 1,579 |
CLA capital reserve | 2,836 | |
Convertible loan liability | $ 8,567 |
Balances and Transactions wit_4
Balances and Transactions with Related Parties (Details) - Schedule of benefits to and other transactions with related parties and key management personnel - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Benefits To And Other Transactions With Related Parties And Key Management Personnel Abstract | ||
Wages and benefits for employees by or on behalf of the company | $ 1,359 | $ 1,160 |
Share-based payment | 3,887 | 544 |
Financial expenses on convertible loan | 1,102 | 2,344 |
Total | 6,348 | 4,048 |
Related parties, related parties, and key management personnel employed by or on behalf of the Company | 5 | 4 |
Directors who are not employed by the company and are not remunerated | $ 4 | $ 3 |
Material Events After Balance_2
Material Events After Balance Sheet Date (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Aug. 04, 2022 USD ($) | Sep. 20, 2022 USD ($) | Jun. 30, 2022 ₪ / shares shares | May 19, 2022 | Feb. 28, 2022 ILS (₪) ₪ / shares shares | Jun. 30, 2022 shares | Dec. 31, 2021 USD ($) | Aug. 04, 2022 ₪ / shares | Aug. 04, 2022 $ / shares | May 10, 2022 USD ($) | Sep. 30, 2021 | Dec. 22, 2020 | Aug. 16, 2018 | |
Material Events After Balance Sheet Date (Details) [Line Items] | |||||||||||||
Allocated for purchase (in Dollars) | $ 2,000,000 | ||||||||||||
Purchase shares (in Shares) | shares | 30,000 | 66,340 | 30,000 | ||||||||||
Ordinary shares (in Shares) | shares | 66,340 | ||||||||||||
Ordinary price per share (in New Shekels per share) | ₪ / shares | ₪ 0.01 | ₪ 0.01 | |||||||||||
Exercise price (in New Shekels per share) | ₪ / shares | ₪ 0.28 | ₪ 7.07 | |||||||||||
Commencement date | 4 years | ||||||||||||
Option term | 3 years | ||||||||||||
Fair value amount (in New Shekels) | ₪ | ₪ 104,389 | ||||||||||||
Allotment period | 10 years | ||||||||||||
Loan agreement description | On May 19, 2022, the Company entered into a loan agreement (the “Agreement”) with the OurCrowd Group, an related party in the Company (the “Lender”), according to which the Lender will provide the Company, upon signing the agreement, with a loan of USD 1.1 million dollars (the “Loan Principal”), at an annual interest of 6% (the “Interest”). The principal will be repaid in one lump sum on May 19, 2027 or within 30 business days from the date on which the Company will raise capital, either in one round or in several rounds, totaling together USD 2 million dollars or more (“Round”), whichever comes first (“Maturity Date”). The interest will be paid annually on December 31 of each calendar year for the past year or part of it, as the case may be, or on the Maturity Date as defined above, or on an early maturity date, as stated below. It is clarified that the loan and/or any other loan taken by the Company will not be counted for the purpose of calculating the cumulative total capital raised. | ||||||||||||
Arrears rate | 5% | ||||||||||||
Weighted average interest rate | 19.27% | ||||||||||||
Overcrowd Loan (in Dollars) | $ 1,022,258 | ||||||||||||
Capital contribution amount (in Dollars) | 77,742 | ||||||||||||
Price per share | ₪ / shares | ₪ 3 | ||||||||||||
Average percentage | 19.27% | 19.27% | |||||||||||
Grant amount (in Dollars) | $ 2,400,000 | ||||||||||||
Repayment amount (in Dollars) | $ 1,100,000 | ||||||||||||
Fixed interest at a rate | 6% | 6% | 6% | 6% | 6% | 10.41% | |||||||
Additional interest rate | 2% | 2% | 2% | 2.25% | |||||||||
Guarantee payment interest rate | 100% | 100% | 100% | ||||||||||
Subsequent Event [Member] | |||||||||||||
Material Events After Balance Sheet Date (Details) [Line Items] | |||||||||||||
Price per share | (per share) | ₪ 3 | $ 0.89 | |||||||||||
Average percentage | 48% | 48% | |||||||||||
Premium percentage | 71% | ||||||||||||
Repayment amount (in Dollars) | $ 1,100,000 | ||||||||||||
Forecast [Member] | |||||||||||||
Material Events After Balance Sheet Date (Details) [Line Items] | |||||||||||||
Guaranty agreement amount (in Dollars) | $ 1,500,000 | ||||||||||||
Loan [Member] | |||||||||||||
Material Events After Balance Sheet Date (Details) [Line Items] | |||||||||||||
Grant amount (in Dollars) | $ 1,500,000 | ||||||||||||
Fixed interest at a rate | 41% | ||||||||||||
Merger Agreement [Member] | |||||||||||||
Material Events After Balance Sheet Date (Details) [Line Items] | |||||||||||||
Merger agreement description | The Merger Agreement included certain circumstances in which, if they occur, the Company will be required to pay Ondas a termination fee of US$ 800,000 (the “Termination Fee”), in addition to payment for expenses of up to US$ 1,000,000 (the “Termination Cap”), provided that the Company is not required to pay more than the Termination Cap in the aggregate, including the Termination Fee. | The Merger Agreement included certain circumstances in which, if they occur, the Company will be required to pay Ondas a termination fee of US$ 800,000 (the “Termination Fee”), in addition to payment for expenses of up to US$ 1,000,000 (the “Termination Cap”), provided that the Company is not required to pay more than the Termination Cap in the aggregate, including the Termination Fee. | |||||||||||
Merger Agreement [Member] | Subsequent Event [Member] | |||||||||||||
Material Events After Balance Sheet Date (Details) [Line Items] | |||||||||||||
Merger agreement description | the Company entered into a Merger Agreement with Ondas and Talos for the purpose of defining the terms and conditions of the Merger. According to the Merger Agreement, each holder of an Ordinary Share of the Company, par value of NIS 0.01 each, immediately prior to the date of the Merger, would receive, in exchange for such share, 0.16806 shares of Ondas, par value of US$ 0.0001 each. This compensation was considered by the Company’s Audit Committee prior to approval |