Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | SATIVUS TECH CORP. | ||
Trading Symbol | NA | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 4,215,571 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001661600 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 333-208814 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-2847446 | ||
Entity Address, Address Line One | #3 Bethesda Metro Center | ||
Entity Address, Address Line Two | #700 | ||
Entity Address, City or Town | Bethesda | ||
Entity Address, State or Province | MD | ||
Entity Address, Postal Zip Code | 06880 | ||
City Area Code | (800) | ||
Local Phone Number | 608-6432 | ||
Title of 12(g) Security | Common Stock, par value $0.0001 | ||
Entity Interactive Data Current | No | ||
Auditor Name | Halperin Ilanit | ||
Auditor Firm ID | 650100001 | ||
Auditor Location | Tel Aviv, Israel |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 810 | $ 866 |
Restricted cash | 6 | 20 |
Prepaid expenses and other receivables | 85 | 77 |
Total current assets | 901 | 963 |
NON CURRENT ASSETS | ||
Right-of-use asset | 30 | 46 |
Property and equipment, net | 219 | 6 |
Total non-current assets | 249 | 52 |
Total assets | 1,150 | 1,015 |
CURRENT LIABILITIES | ||
Accounts payables | 55 | 12 |
Loans | 114 | |
Convertible loans | 2,031 | 2,994 |
Fair value of convertible component in convertible loans | 1,327 | 222 |
Other accounts liabilities | 160 | 110 |
Short term lease liability | 32 | 20 |
Total current liabilities | 3,719 | 3,358 |
LONG-TERM LIABILITIES | ||
Lease liability | 29 | |
Total long-term liabilities | 29 | |
SHAREHOLDER’S DEFICIT | ||
Ordinary shares of $0.0001 par value Authorized: 500,000,000 shares at December 31, 2022 and December 31, 2021; Issued and Outstanding: 4,215,571 and 4,204,385 shares at December 31, 2022 and December 31, 2021, respectively | 4 | 4 |
Additional Paid in capital | 19,756 | 18,595 |
Accumulated deficit | (22,604) | (21,077) |
Total shareholders’ deficit | (2,844) | (2,478) |
Non-controlling interests | 275 | 106 |
Total shareholders’ deficit | (2,569) | (2,372) |
Total liabilities and shareholders’ deficit | $ 1,150 | $ 1,015 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares issued | 4,215,571 | 4,204,385 |
Ordinary shares, shares outstanding | 4,215,571 | 4,204,385 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ (673) | $ (911) |
General and administrative | (660) | (1,639) |
Operating loss | (1,333) | (2,550) |
Financial expenses, net | (480) | (1,391) |
Net loss | (1,813) | (3,941) |
Non-controlling interests | 286 | 322 |
Net loss attributable to equity holders of the Company | $ (1,527) | $ (3,619) |
Basic and net loss per share attributable to equity holders of the Company (in Dollars per share) | $ (0.36) | $ (1) |
Weighted average number of ordinary shares used in computing basic loss per share (in Shares) | 4,194,443 | 3,607,476 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Diluted net loss per share attributable to equity holders of the Company | $ (0.36) | $ (1) |
Weighted average number of ordinary shares used in computing diluted loss per share | 4,194,443 | 3,607,476 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Deficit - USD ($) $ in Thousands | Ordinary shares | Additional Paid in capital | Accumulated Deficit | Total Shareholders' Deficiency | Non- controlling interests | Total |
Balance at Dec. 31, 2020 | $ 3 | $ 15,409 | $ (17,458) | $ (2,046) | $ (2,046) | |
Balance (in Shares) at Dec. 31, 2020 | 3,167,560 | |||||
Transactions with non-controlling parties | 1,081 | 1,081 | 274 | 1,355 | ||
Receipt on account of shares in subsidiary | 41 | 41 | 10 | 51 | ||
Share based compensation to non-controlling parties | 566 | 566 | 144 | 710 | ||
Conversion of RSU’s | ||||||
Conversion of RSU’s (in Shares) | 13,025 | |||||
Conversion of convertible loans | $ 1 | 830 | 831 | 831 | ||
Conversion of convertible loans (in Shares) | 830,000 | |||||
Share based compensation to non-employees | 608 | 608 | 608 | |||
Share based compensation to non-employees (in Shares) | 114,634 | |||||
Exercise of options | ||||||
Exercise of options (in Shares) | 69,166 | |||||
Issuance of warrants and convertible component | 60 | 60 | 60 | |||
Net Loss | (3,619) | (3,619) | (322) | (3,941) | ||
Balance at Dec. 31, 2021 | $ 4 | 18,595 | (21,077) | (2,478) | 106 | (2,372) |
Balance (in Shares) at Dec. 31, 2021 | 4,194,385 | |||||
Transactions with non-controlling parties | 894 | 894 | 414 | 1,308 | ||
Cancelation of share options in subsidiary | (168) | (168) | (43) | (211) | ||
Share based compensation to non-controlling parties | 290 | 290 | 84 | 374 | ||
Share based compensation to non-employees | 133 | 133 | 133 | |||
Issuance of shares in respect of converted SAFE in subsidiary | 12 | 12 | 12 | |||
Issuance of shares in respect of converted SAFE in subsidiary (in Shares) | 21,186 | |||||
Net Loss | (1,527) | (1,527) | (286) | (1,813) | ||
Balance at Dec. 31, 2022 | $ 4 | $ 19,756 | $ (22,604) | $ (2,844) | $ 275 | $ (2,569) |
Balance (in Shares) at Dec. 31, 2022 | 4,215,571 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (1,813) | $ (3,941) |
Adjustments to reconcile loss to net cash used in operating activities: | ||
Depreciation | 38 | 6 |
Share based compensation expenses to employees and non-employees | 267 | 1,318 |
Financial expenses related to convertible loans, warrants and leases | 320 | 2,232 |
Change in fair value of convertible component in convertible loans | 117 | (890) |
Changes in assets and liabilities: | ||
Increase in other accounts receivables | (8) | (70) |
Increase (decrease) in accounts payables | 43 | (39) |
Increase in other accounts payables | 50 | 10 |
Net cash used in operating activities | (986) | (1,374) |
Cash flows from investing activities | ||
Decrease (increase) in restricted cash | 14 | (20) |
Purchase of property and equipment | (206) | (7) |
Net cash used in investing activities | (192) | (27) |
Cash flows from financing activities: | ||
Proceeds from convertible loans | 530 | |
Proceeds from short-term loans | 114 | |
Lease payments | (22) | (6) |
Proceeds from issuance of shares to minority interests in subsidiary | 1,308 | 1,406 |
Repayment of convertible loans | (278) | (74) |
Net cash provided by financing activities | 1,122 | 1,856 |
Increase (decrease) in cash and cash equivalents | (56) | 455 |
Cash and cash equivalents and restricted cash at the beginning of the year | 866 | 411 |
Cash and cash equivalents at the end of the period | 810 | 866 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 175 | 74 |
Supplemental disclosures of non- cash flow information: | ||
Conversion of convertible loans | 830 | |
Issuance of warrants | 60 | |
Right of use asset | $ 52 |
General
General | 12 Months Ended |
Dec. 31, 2022 | |
General [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. SATIVUS TECH CORP. (formerly SEEDO CORP.) (the “Company”, “Our” or “We”) was formed on January 16, 2015, under the laws of the State of Delaware. Prior to July 2020, we were involved in producing a plant growing device managed and controlled by an artificial intelligent algorithm, allowing consumers to grow their own herbs and vegetables effortlessly from seed to plant, while providing optimal conditions to assure premium quality produce year-round. However, due to financial and operational difficulties and during 2020, we ceased these operations and on July 19, 2020, the Company formed a new wholly-owned subsidiary in Israel, Hachevra Legiduley Pkaot Beisrael Ltd. (the “New Subsidiary”), to develop a fully automated and remotely managed system for growing saffron and other vegetables. On November 5, 2020, the New Subsidiary changed its name to Saffron-Tech Ltd. (or “Saffron Tech”). As of the date of this report, and following various financings in Saffron Tech, the Company owns 54% of Saffron Tech. The Company, through Saffron Tech, is focusing on its in-house research and development of agriculture technology products, among others, in the fields of exotic plants and mushrooms. Saffron Tech plans to roll out its proof of concept in the coming months. This technology will provide turnkey automated growing containers for high-quality, high-yield saffron all year round. The Company is in advanced stages of developing and testing a fully automated and remotely managed system for growing high-quality, high-yield saffron anywhere and anytime. It is also environmentally friendly, using economic levels of water, space, fertilizer, and energy. Accounting to the Company’s calculations, we believe that the controlled indoor growing area will produce ten times more yield compared to the same land area using traditional methods. The sealed environment eliminates the need for harmful pesticides and herbicides, producing a clean and safe product that is easy to control from anywhere. The Company’s solution is easily scalable and pre-designed to quickly grow operations. Saffron is used in many industries, such as the food industry, particularly by famous chefs and Michelin starred restaurants, the natural cosmetics industry and the food supplements industry and as a dye in the textile industry. Medicinal claims as an anti-depressant, antioxidant, and antiseptic are constantly increasing. On December 9, 2021, FINRA gave final approval for the Company’s 1-for-10 consolidation, or reverse split, of our issued and outstanding common shares, as noted in our 8K of December 13, 2021. Except where otherwise indicated, all share and per share data in these financial statements have been retroactively restated to reflect said consolidation. b. The Company has an accumulated deficit in the total amount of $22,649 as of December 31, 2022, the Company has negative operating cash flow in the total amount of $986 for the year ended December 31, 2022, further losses are anticipated in the development of its business. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months with existing cash on hand, reducing operating spend, and future issuances of equity and debt securities, or through a combination of the foregoing. However, the Company will need to seek additional sources of financing if the Company requires more funds than anticipated during the next 12 months or in later periods. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. The consolidated financial statements for the year ended December 31, 2022, do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles in the United States of America. a. Use of estimates: The preparation of the financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. b. Financial statements in U.S. dollars: The costs of the Company are denominated in United States dollars (“dollars”). Some of the costs in our Israeli subsidiary are incurred in New Israeli Shekels (NIS), however the selling prices will be linked to the Company’s price list which will be determined in dollars, the budget is managed in dollars, financing activities including loans and cash investments, are made in U.S. dollars and the Company’s management believes that the dollar is the primary currency of the economic environment in which the Company and its subsidiary operates. Thus, the dollar is the Company’s and its subsidiary functional and reporting currency. Accordingly, transactions denominated in currencies other than the functional currency are re-measured to the functional currency in accordance with Accounting Standards Codification (“ASC”) No. 830, “Foreign Currency Matters” at the exchange rate at the date of the transaction or the average exchange rate in the relevant reporting period. At the end of each reporting period, financial assets and liabilities are re-measured to the functional currency using exchange rates in effect at the balance sheet date. Non-financial assets and liabilities are re-measured at historical exchange rates. Gains and losses related to re-measurement are recorded as financial income (expense) in the consolidated statements of operations as appropriate. c. Principles of consolidation: The consolidated financial statements include the financial statements of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. d. Cash and cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. Restricted cash as of December 31, 2022 in respect of the Company’s credit card and manufacturing commitments. e. Property and equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: % Computers, Software and peripheral equipment 33 % Mold & production Equipment 10 % Office furniture and equipment 10 % f. Impairment of long-lived assets: The Company’s long-lived assets are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended December 31, 2021 and 2020, no impairment losses have been recorded. g. Leases: In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02. The guidance establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. The Group determines if an arrangement is or contains a lease at contract inception. The Group is a lessee in an operating lease for a research facility. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. ROU assets represent Company’s right to use an underlying asset for the lease term and lease liabilities represent Group’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our lease does not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Group monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in statement of comprehensive loss. h. Concentration of credit risks: Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and restricted bank deposit. Cash and cash equivalents and restricted bank deposit are invested in major banks in Israel and the United States. Such funds in the Israel may be in excess of insured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company and its subsidiary’ cash and cash equivalents have high credit ratings. The Company, have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. i. Research and development expenses: Research and development costs are charged to the consolidated statement of operations as incurred. j. Royalty-bearing grants: Royalty-bearing grants from the Israeli Innovation Authority (the “IIA”) for funding approved research and development projects are recognized at the time Saffron Tech is entitled to such grants (i.e. at the time that there is reasonable assurance that the Company will comply with the conditions attached to the grant and that there is reasonable assurance that the grant will be received), on the basis of the costs incurred and reduce research and development costs. The cumulative research and development grants received by the Company from inception through December 2022 amounted to $362. As of December 31, 2022, the Company did not accrue for or pay any royalties to the IIA since no revenues were recognized in respect of the funded projects. k. Liability for employee rights upon retirement pay: Saffron Tech’s liability for severance pay is pursuant to Section 14 of the Severance Compensation Act, 1963 (“Section 14”), pursuant to which all the Company’s employees are included under Section 14, and are entitled only to monthly deposits. Under Israeli employment law, payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance pay liabilities and deposits under Section 14 are not reflected in the consolidated balance sheets as the severance pay risks have been irrevocably transferred to the severance funds. l. Fair value of financial instruments: ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 — Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying amounts of cash and cash equivalents, short term deposits, trade receivables, trade payables and short-term loan approximate their fair value due to the short-term maturity of such instruments. The Company elected to measure some of the convertible loans under the fair value option (see note 4). Under the fair value option, the convertible loans will be measured at fair value in each reporting period until they will be converted, with changes in the fair values being recognized in the Company’s consolidated statement of operations as financial income or expense. The proceeds received for the issuance of the convertible loans were allocated at fair value conducted on an arm’s-length basis. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 1,327 $ 1,327 Total liabilities $ - $ - $ 1,327 $ 1,327 Balance as of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 222 $ 222 Total liabilities $ - $ - $ 222 $ 222 m. Income Tax: The Company account for income taxes in accordance with ASC 740, “Income Taxes” which prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it not is more likely than not that a portion or all of the deferred tax assets will be realized. Based on ASC 740, a two-step approach is used to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2022, and 2021, no liability for unrecognized tax positions has been recorded. Accordingly, no interest or penalties related to uncertain tax positions are recorded, either. It is the Company’s policy that any interest or penalties associated with unrecognized tax positions would be reflected in income tax expense. n. Basic and diluted net loss per share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of Ordinary shares outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of Ordinary shares, to the extent dilutive, all in accordance with ASC No. 260, “Earning Per Share”. For the years ended December 31, 2022, and 2021, all outstanding shares warrants have been excluded from the calculation of the diluted net loss per share as all such securities are anti-dilutive for all years presented. o. Contingencies: The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. p. Stock-based payments: The Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. For the years ended December 31, 2022, December 31, 2021, the Company recorded $268, and $1,318 in share-based compensation, respectively. q. Recent accounting pronouncements: Financial Instruments – Credit Losses In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 replaces the current incurred loss model guidance with a new method that reflects expected credit losses. Under this guidance, an entity would recognize an allowance for credit losses equal to its estimate of expected credit losses on financial assets measured at amortized cost. In November 2019, the FASB extended the effective date of ASU 2016-13 for smaller reporting companies. As a result, ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022, with early adoption permitted. The standard is not expected to have a significant impact on the Company’s consolidated financial statements. Convertible instruments In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible instruments by removing certain separation models in Accounting Standards Codification (“ASC”) 470-20, “Debt—Debt with Conversion and Other Options,” (“ASC 470-20”) for convertible instruments. Under ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under ASC 815, “Derivatives and Hedging,” or that do not result in substantial premiums accounted for as paid-in capital. For smaller reporting companies, ASU 2020-06 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2023, with early adoption permitted for fiscal years beginning after December 15, 2020. The Company is currently assessing the impact of this update on the Company’s consolidated financial statements. Business Combination On October 28, 2021, the FASB issued ASU 2021-08, which amends ASC 805 to “require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.” Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. According to the FASB, this Update is intended “to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the following: ● Recognition of an acquired contract liability ● Payment terms and their effect on subsequent revenue recognized by the acquirer. ASU 2021-08 06 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently assessing the impact of this update on the Company’s consolidated financial statements. Warrants In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). The guidance is effective for the Company on January 1, 2022. The Company has evaluated the impact of adopting this standard and concluded there is no impact on the Company’s consolidated financial statements. r. New Accounting Pronouncements: Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022, though early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company is currently evaluating the effect the adoption of ASU 2019-12 will have on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and(2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures. Other new pronouncements issued but not effective as of December 31, 2022, are not expected to have a material impact on the Company’s consolidated financial statements. |
Convertible Loans
Convertible Loans | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Loans [Abstract] | |
CONVERTIBLE LOANS | NOTE 3:- CONVERTIBLE LOANS a. On February 21, 2019, the Company received a convertible loan from third party (“February 2019 Lender”), with a two-year term, in the principal amount of $550, which bears 10% annual interest rate (“February 2019 Loan”). The Company at its option shall have the right to redeem, in part or in whole, outstanding principal amount and interest under this loan agreement prior to the maturity date. The Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding principal amount being redeemed plus outstanding and accrued interest. The February 2019 Lender shall be entitled to convert at its option any portion of the outstanding and unpaid principal or accrued interest into fully paid and nonassessable of shares of common stock, at the lower of the fixed conversion price then in effect or the market conversion price. The number of shares of common stock issuable upon conversion of any conversion amount shall be determined by dividing (x) such conversion amount by (y) the fixed conversion price of $20.00 or (z) 80% of the lowest the volume-weighted average price of the Company’s shares of common stock during the 30 trading days immediately preceding the conversion date. The Company accounted for the February 2019 Loan in accordance with ASC 470-20, Debt with conversion and other Options. As of December 31, 2022, the BCF was revalued at $326. During the year ended December 31, 2020, a portion of the February 2019 Loan in the amount of $190 and accrued interest of $87 was converted into 1,045,521 Shares. On February 20, 2021, the Company and the February 2019 Lender extended the February 2019 Loan to November 10, 2021. On May 12, 2021, a portion of the February 2019 Loan in the amount of $60 and accrued interest of the February 2019 Loan in the amount of $14 was paid by the Company. On January 26, 2022, the Company paid accrued interest of the February 2019 Loan in the amount of $20, and the February 2019 Loan agreement was extended until December 31, 2022. On December 10, 2022, the February 2019 Loan agreement as extended until June 30, 2023. The February 2019 Loan is included in the convertible loans in current liabilities as of December 31, 2022, in the amount of $332, and $506 as of December 31, 2021. During the year ended December 31, 2022, and 2021, the Company recorded financial expenses related to February 2019 Loan in the amount of $52 and $230, respectively. b. On October 15, 2019, the Company received a convertible loan from a third party (“October 2019 Lender”) in the principal amount of $1,100 that bears an annual 10% interest rate (“October 2019 Loan”). The October 2019 Loan has a two-year term. Prior to the maturity date of the October 2019 Loan, the Company, at its option, has the right to redeem, in cash, in part or in whole, the amounts outstanding provided that as of the date of the redemption notice (i) the volume-weighted average price of the Company’s ordinary shares is less than $12.50 and (ii) there is no equity condition failures as defined therein. In the event that the Company wishes to redeem any amount under the convertible loan, the Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding amount being redeemed in addition to outstanding and accrued interest. The October 2019 Lender shall be entitled to convert the principal loan and the outstanding interest (the “Conversion Amount”) into such number of ordinary shares determined by dividing (x) such Conversion Amount by (y) the fixed conversion price of $12.50 or (z) 80% of the lowest the volume-weighted average price of the Company’s ordinary shares during the 10 trading days immediately preceding the conversion date. The Company accounted for the October 2019 Loan in accordance with ASC 470-20, Debt with conversion and other Options. As of December 31, 2022, the BCF was revalued at $732. As of December 31, 2021, the Company has defaulted on the October 2019 Loan and the October 2019 Loan was presented in fair value in financial statements for the year ended December 31, 2021. On January 26, 2022, the Company paid accrued interest of the October 2019 Loan in the amount of $55, and the October 2019 Loan agreement was extended until December 31, 2022. On December 20, 2022, the Company paid accrued interest of the October 2019 Loan in the amount of $100, and the October 2019 Loan agreement as extended until June 30, 2023. The October 2019 Loan is included in the convertible loans in current liabilities as of December 31, 2022, in the amount of $1,304, and $2,142 as of December 31, 2021. During the year ended December 31, 2022, and 2021, the Company recorded financial expenses related to October 2019 Loan in the amount of $94 and $778, respectively. c. On August 7, 2020, the Company received a convertible loan from a third party (“August 2020 Lender”) in the amount of $200 (the “August 2020 Loan”). Per the terms of the Agreement, the August 2020 Loans has a maturity date of August 7, 2022, (“Maturity Date”) and accrues annual interest at a rate of 10% The August 2020 Loan is convertible by the August 2020 Lender into Shares, at their discretion, at the lower of a fixed price of $1.02 (the “Fixed Conversion Price”) or 80% of the lowest volume weighted average price (“VWAP”) of the Company’s common stock during the 10 trading days immediately preceding the conversion date (the “Market Conversion Price”). The Company also granted the August 2020 Investor warrants to purchase 50,000 shares of common stock of the Company at an exercise price of $2.00 per share, such exercise price is subject to any future price-based anti-dilution adjustments. Accordance with ASU 2017-11 the warrants were classified in shareholders equity. The fair value of the warrants granted was $35 using the Black-Scholes-Merton option pricing model using the following assumptions: August Share price $ 0.86 Dividend yield 0 % Risk-free interest rate 0.21 % Expected term (in years) 5 Volatility 176.96 % The Company accounted for the August 2020 Loan in accordance with ASC 470-20, Debt with conversion and other Options. The combined intrinsic value of the BCF for the August 2020 Loan was calculated and valued at $249 as of August 7, 2020, and the Company allocated $249 to the BCF as a liability. As of December 31, 2021, the BCF was revalued at $146 ($339 as of December 31, 2020). The Company used an independent appraiser to estimate the fair value of BCF which used the Monte Carlo option pricing model using the following weighted average assumptions: August 7, December 31, December 31, Share price $ 0.80 $ 0.65 $ 0.50 Dividend yield 0 0 0 % Risk-free interest rate 0.13 % 0.23 % 4.76 % Expected term (in years) 2 0.58 0.50 Volatility 163.31 % 145.70 % 205.90 % During the year ended December 31, 2022, the Company recorded financial expense related to August 2020 Loan in the amount of $115, and interest and financial income in the amount of $73 during the year ended December 31, 2021. d. From November 2020 through to December 31, 2020, the Company received $425 from third party investors from the issuance of convertible promissory notes (“2020 Promissory Notes”). The Promissory Notes bear no interest, are convertible into Shares based on a fixed conversion price of $1.00 per share and mature between 6 and 24 months from the issuance date. Pursuant to the 2020 Promissory Notes, one of the investors received warrants to purchase 33,000 Shares at an exercise price of $1.50 through to December 17, 2021. (“2020 Promissory Warrants”) From January 2021 through to February 16, 2021, the Company received an additional $530 from third party investors from the issuance of Promissory Notes (“2021 Promissory Notes). One of the investors received 33,000 warrants (“2021 Promissory Warrants”). The 2021 Promissory Warrants have the same terms as the 2020 Promissory Notes. During December 2021 the 2020 Promissory Warrants and the 2021 Promissory Warrants were extended to December 31, 2022. During the year ended December 31, 2021, Promissory Notes in the amount of $830 have been converted into shares. On December 14, 2022, Promissory Notes in the amount of $100 were repaid to the investors. e. On July 31, 2020, the Company received a convertible loan from Mr. Shmuel Yannay (a third party at that time, and a director of the Company as of October 28, 2021) in the amount of $100 (“Director Loan”). The loan has a maturity date of July 31, 2022 (“Maturity Date”) and accrues annual interest at a rate of 10% The Director Loan is convertible into Shares, at his discretion, at the lower of a fixed price of $1.02 (the “Fixed Conversion Price”) or 80% of the lowest volume weighted average price (“VWAP”) of the Company’s common stock during the 10 trading days immediately preceding the conversion date (the “Market Conversion Price”). The Company also granted the Mr. Yannay warrants to purchase 25,000 shares of common stock of the Company at an exercise price of $2.00 per share, such exercise price is subject to any future price-based anti-dilution adjustments. Accordance with ASU 2017-11 the warrants were classified in shareholders equity. The fair value of the warrants granted was $18 using the Black-Scholes-Merton option pricing model using the following assumptions: August Share price $ 0.86 Dividend yield 0 % Risk-free interest rate 0.21 % Expected term (in years) 5 Volatility 176.96 % The Company accounted for the director’s loan in accordance with ASC 470-20, Debt with conversion and other Options. The combined intrinsic value of the BCF for the August 2020 Loan was calculated and valued at $129 as of July 31, 2020, and the Company allocated $129 to the BCF as a liability. As of December 31, 2022, the BCF was revalued at $88 ($76 as of December 31, 2021). The Company estimated the fair value of BCF using the Monte Carlo option pricing model using the following weighted average assumptions: July 31, December 31, December 31, Share price $ 0.86 $ 0.65 $ 0.50 Dividend yield 0 0 0 % Risk-free interest rate 0.11 0.23 % 4.76 % Expected term (in years) 2 0.58 0.50 Volatility 164.04 % 145.70 % 205.90 % During the year ended December 31, 2022, the Company recorded interest and financial expenses related to Director Loan in the amount of $51, and interest and financial income in the amount of $27 during the year ended December 31, 2021. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 4:- RELATED PARTIES The following transactions arose with related parties: Year ended December 31, 2022 Directors Fees Consulting Fees / Salaries Share based awards Total Amounts owing Director and CEO $ - $ 175 $ 271 $ 446 $ 6 CFO - 72 25 97 18 Company owned by the CFO - 36 - 36 8 Directors - - 39 39 121 $ - $ 283 $ 335 $ 618 $ 153 Year ended December 31, 2021 Directors Fees Consulting Fees / Salaries Share based awards Total Amounts owing Director and CEO $ - $ 150 $ 504 $ 654 $ 15 CFO - 56 19 75 5 Company owned by the CFO - 28 - 28 2 Directors - - 1,000 1,000 85 $ - $ 234 $ 1,523 $ 1,757 $ 107 a The Company signed an agreement with the CFO, effective November 11, 2021, pursuant to which the CFO will received $6 per month for his services, and an additional amount of approximately $3 per month for additional services provided to the Company. During the years ended December 31, 2022, and 2021, the Company paid compensation expenses to the CFO in the amount of $72 and $56, respectively. Amounts owed to the CFO as of December 31, 2022, were $26. b. The Company signed an agreement with the CEO of Saffron Tech, effective December 12, 2021, pursuant to which the CEO will received $11.3 per month. During the years ended December 31, 2022, and 2021, the Company paid compensation expenses to the CEO in the amount of $175 and $8, respectively. Amounts owed to the CEO as of December 31, 2022, were $6. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders' Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 5:- SHAREHOLDERS’ EQUITY a. As of December 31, 2022, and 2021, the Company’s share capital is composed as follows: December 31, December 31, Authorized Issued and Issued and Issued and Number of shares Shares of common stock of $0.0001 par value each “Shares” 500,000,000 4,215,571 500,000,000 4,194,385 Each Ordinary share is entitled to receive dividend, participate in the distribution of the Company’s net assets upon liquidation and to receive notices of participate and vote (at one vote per share) at the general meetings of the Company on any matter upon which the general meeting is authorized. On December 9, 2021, we implemented a 1-for-10 consolidation, or reverse split, of our issued and outstanding common shares. Except where otherwise indicated, all share and per share data in these financial statements have been retroactively restated to reflect the reverse stock split. b. Issuance of shares: 1. On March 9, 2021, the Company issued 13,025 shares in respect of RSU’s granted during 2020. 2. On March 10, 2021, the Company issued a total of 50,000 shares to two directors in respect of 50,000 RSU’s that were granted to them. The RSU’s vested immediately and had an exercise price of nil 3. On April 1, 2021, the Company issued a total of 10,000 shares to two directors in respect of 10,000 RSU’s that were granted to them. The RSU’s vested immediately and had an exercise price of nil 4. From June 2021 through to December 2021, the Company issued 830,000 shares in respect of converted Promissory Notes in the amount of $830. 5. From July 2021 through to August 2021, the Company granted three directors 47,134 shares. The fair value of the shares at the date of the grant was $106. 6. On October 5, 2021, the Company issued a director 7,500 shares in respect of 7,500 RSU’s that were granted to him. The RSU’s vested immediately and had an exercise price of nil 7. On October 5, 2021, the Company issued a consultant 29,167 shares in respect of exercised options. The consultant exercised 50,000 options in a cashless exercise mechanism. 8. On October 25, 2021, the Company issued a consultant 40,000 shares in respect of 40,000 exercised options. 9. On December 30, 2022, the Company issued 21,186 shares in respect of an investor’s converted SAFE agreement in Saffron Tech. c. Warrants: A summary of warrant activity during the years ended December 31, 2022, 2021 is as follows: Number Average Warrants outstanding at January 1, 2021 213,083 $ 8.10 Granted 99,000 1.50 Forfeited/Cancelled (66,000 ) 1.50 Forfeited/Cancelled (47,333 ) 19.40 Warrants outstanding at December 31, 2021 198,750 $ 5.40 Granted - - Exercised - - Forfeited /Cancelled (13,750 ) 2.00 Forfeited/Cancelled (66,000 ) 1.50 Warrants outstanding at December 31, 2022 119,000 $ 5.88 The following warrants are outstanding as of December 31, 2022: Issuance date Warrants Exercise Warrants Expiry date October 15, 2019 44,000 $ 12.50 44,000 October 15, 2024 August 7, 2020 50,000 $ 2.00 50,000 August 7, 2025 August 11, 2020 25,000 $ 2.00 25,000 August 11, 2025 119,000 119,000 d. Share option plans: On April 1, 2019, the Company’s board of directors adopted the Sativus Tech Corp. 2018 Share Options Plan (the “2018 Plan”). Awards granted under the 2018 Plan are subject to vesting schedules and unless determined otherwise by the administrator of the 2018 Plan, generally vest following a period of four years from the applicable vesting commencement date, such that the awards vest in four annual equal instalments and/or generally vest following a period of one year from the applicable vesting commencement date, such that the awards vest in four quarterly equal instalments. (i) A summary of employee share options activity during the years ended December 31, 2022, 2021 is as follows: Number Average weighted exercise price Options outstanding at January 1, 2021 166,000 1.10 Granted 120,000 0.01 Exercised (90,000 ) 1.10 Forfeited (1,000 ) 3.00 Options outstanding at December 31, 2021 195,000 0.63 Granted 45,000 1.00 Exercised - Forfeited - Options outstanding at December 31, 2022 240,000 $ 0.70 Options exercisable at December 31, 2022 206,250 $ 0.73 The following options are outstanding as of December 31, 2022: Issuance date Options Exercise Options Expiry date September 1, 2020 15,000 $ 0.70 11,250 September 1, 2025 October 13, 2020 50,000 $ 1.00 50,000 October 12, 2023 November 3, 2020 25,000 $ 1.00 25,000 October 25, 2025 November 3, 2020 25,000 $ 1.50 25,000 October 25, 2025 December 14, 2021 80,000 $ 0.01 65,000 December 14, 2026 November 15, 2022 45,000 $ 1.00 30,000 240,000 206,250 The following option issues took place during the years ended December 31, 2022, and 2021: i. On December 14, 2021, the Company, through Saffron, signed a contract with an employee pursuant to which they were granted 80,000 options to purchase 80,000 shares. All options are exercisable at $0.01 per Share. 50,000 options vest immediately, and 30,000 options vest quarterly over two years. The fair value of the stock options issued is $56 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.70; exercise price - $0.01; expected life – 5 years; annualized volatility – 221%; dividend yield – 0%; risk free rate – 1.23%. During the year ended December 31, 2022, and 2021, the Company recorded share-based expenses related to the options in the amount of $ 16 and $36, respectively. ii. On November 15, 2022, the Company granted a consultant 45,000 options to purchase 45,000 shares. All options are exercisable at $1.00 per Share. 30,000 options vest immediately, and 15,000 options vest quarterly. The fair value of the stock options issued is $12 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.33; exercise price - $1.00; expected life – 2 years; annualized volatility – 221%; dividend yield – 0%; risk free rate – 1.23%. During the year ended December 31, 2022, the Company recorded share-based expenses related to the options in the amount of $9. e. Restricted Share Units: RSUs under the 2018 Plan may be granted upon such terms and conditions, no monetary payment (other than payments made for applicable taxes) shall be required as a condition of receiving the Company’s shares pursuant to a grant of RSUs, and unless determined otherwise by the Company, the aggregate nominal value of such RSUs shall not be paid and the Company shall capitalize applicable profits or take any other action to ensure that it meets any requirement of applicable laws regarding issuance of shares for consideration that is lower than the nominal value of such shares. If, however, the Company’s board of directors determines that the nominal value of the shares shall not be waived and shall be paid by the grantees, then it shall determine procedures for payment of such nominal value by the grantees or for collection of such amount from the grantees by the Company. Shares issued pursuant to any RSUs units may (but need not) be made subject to exercise conditions, as shall be established by the Company and set forth in the applicable notice of grant evidencing such award. During any restriction period in which shares acquired pursuant to an award of RSUs remain subject to exercise conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of unless otherwise provided in the 2018 Plan. Upon request by the Company, each grantee shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares hereunder and the Company may place appropriate legends evidencing any such transfer restrictions on the relevant share certificates. A summary of RSU activity during the years ended December 31, 2022, and 2021, is as follows: Number RSU outstanding at January 1, 2021 49,025 Granted (i) (ii) (iii) 227,500 Exercised (Note 5b (1)(2)(3)(6)) (80,525 ) Forfeited - RSU’s outstanding at December 31, 2021 196,000 Granted (iv) 370,000 Exercised - Forfeited (30,000 ) RSU’s exercisable at December 31, 2022 536,000 (i) During the period between February 2021 through to March 2021, the Company granted two directors 30,000 RSU’s each. The fair value of the RSU’s at the date of the grant was $334. (ii) On October 5, 2021, the Company granted a director 7,500 RSU’s. The fair value of the shares at the date of the grant was $18. (iii) On December 14, 2021, the Company granted directors and consultants 160,000 RSU’s. The fair value of the shares at the date of the grant was $111. The RSU’s vest quarterly in advance over one year. (iv) On November 15, 2022, the Company granted 370,000 RSU’s to directors and consultants. The fair value of the shares at the date of the grant was $122. The RSU’s vest quarterly in advance over one year. |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2022 | |
Taxes on Income [Abstract] | |
TAXES ON INCOME | NOTE 6:- TAXES ON INCOME The Company’s subsidiaries are separately taxed under the domestic tax laws of the jurisdiction of incorporation of each entity. a. Corporate tax rates in U.S.: On December 22, 2017, the U.S. Tax Cuts and Jobs Act (“the TCJA”) was signed into law, permanently lowering the corporate federal income tax rate from 35% to 21%, effective January 1, 2018. The company is subject to U.S. income tax laws. There are no significant provisions for U.S. federal, state or other taxes for any period. b. Corporate tax rates in Israel: The Israeli statutory corporate tax rate and real capital gains were 23% in 2021-2022. c. Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: December 31, 2022 2021 Deferred tax assets: Carry forward tax losses $ 1,686 $ 1,412 Net deferred tax asset before valuation allowance 1,686 1,412 Valuation allowance (1,686 ) (1,412 ) Net deferred tax asset $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance at December 31, 2022, and 2021. d. Net operating carry-forward losses for tax purposes: As of December 31, 2022, the Company’s carry-forward losses amounting to approximately $7,851, and Saffron Tech’s carry-forward losses amounting to approximately $1,686, which can be carried forward for an indefinite period. |
Financial Expenses, Net
Financial Expenses, Net | 12 Months Ended |
Dec. 31, 2022 | |
Financial Expenses, Net [Abstract] | |
FINANCIAL EXPENSES, NET | NOTE 7:- FINANCIAL EXPENSES, NET Year ended Year ended December 31, December 31, 2022 2021 Bank interest and commissions $ 13 $ 2 Financial expenses related to revaluation of convertible component in convertible loans 420 (890 ) Commissions on loans - 98 Financial expenses related to interest, revaluation of warrants and leases (11 ) 2,232 Foreign currency transactions and other 58 (51 ) $ 480 $ 1,391 |
Liens, Commitments
Liens, Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Liens, Commitments [Abstract] | |
LIENS, COMMITMENTS | NOTE 8:- LIENS, COMMITMENTS a. Saffron leases its facility on a lease that expires on September 11, 2024. Lease payments are approximately $2 per month ($23 annually). b. Saffron Tech is committed to pay royalties to the IIA on the proceeds from sales of products resulting from research and development projects in which the IIA participates by way of grants. In the first 3 years of sales the Company shall pay 3% of the sales of the product which was developed under IIA research and development projects. In the fourth, fifth and sixth years of sales, the Company shall pay 4% of such sales and from the seventh year onwards the Company shall pay 5% of up to 100% of the amount of grants received plus interest at LIBOR. Saffron Tech was entitled to the grants only upon incurring research and development expenditures. There were no future performance obligations related to the grants received from the IIA. As of December 31, 2022, the contingent liabilities with respect to grants received from the IIA, subject to repayment under these royalty agreements on future sales is $ Nil c. The Company's holdings in Saffron Tech are secured to a third party until such time that the third party convertible loans have been extinguished. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9:- SUBSEQUENT EVENTS a. During January 2023 Saffron Tech continued to raise funds through Pipelbiz under the same pre-money valuation as during December 2022 which closed on February 5, 2023, having raised another NIS 1.1 million (approximately $314 thousand). b. On March 1, 2023, Saffron Tech, announced it has entered into an investment agreement with Korean-based company, Dreamtech Co Ltd (“Dreamtech”), a leading provider and manufacturer of tech components for innovative products including advanced mobile and medical devices. Under this new agreement, Dreamtech will fund an initial investment of $1 million followed by an additional $1 million upon successful cultivation of saffron in Korea. Saffron Tech aims to be the first company to create a large-scale production of saffron using vertical farming technology to meet the growing demand of the spice for use in beauty, wellness, and pharmaceutical applications. Sativus Tech’s interest in Saffron Tech now totals 54% post-raise. c. On March 22, 2023, Saffron Tech, announced it has been awarded a $1 million grant from the Israeli Innovation Authority. The new grant will allow Saffron Tech to accelerate its R&D program building on its groundbreaking development of the protocols for growing saffron using vertical farming technology. The funds will be allocated to enable the company to expand its facilities, allowing it to grow more saffron for commercial use. d. On February 14, 2023, the Company signed an agreement with the (i) February 2019 Lender, (ii) the October 2019 Lender and (iii) the August 2020 lender pursuant to which the lender agreed to accept a full and final payment of the outstanding convertible loans in return for $750,000, of which the Company has already paid $200,000. The lender will hold the Company's shares in Saffron Tech as security until such time that the convertible loans have been extinguished. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
General [Abstract] | |
Use of estimates | a. Use of estimates: The preparation of the financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Financial statements in U.S. dollars | b. Financial statements in U.S. dollars: The costs of the Company are denominated in United States dollars (“dollars”). Some of the costs in our Israeli subsidiary are incurred in New Israeli Shekels (NIS), however the selling prices will be linked to the Company’s price list which will be determined in dollars, the budget is managed in dollars, financing activities including loans and cash investments, are made in U.S. dollars and the Company’s management believes that the dollar is the primary currency of the economic environment in which the Company and its subsidiary operates. Thus, the dollar is the Company’s and its subsidiary functional and reporting currency. Accordingly, transactions denominated in currencies other than the functional currency are re-measured to the functional currency in accordance with Accounting Standards Codification (“ASC”) No. 830, “Foreign Currency Matters” at the exchange rate at the date of the transaction or the average exchange rate in the relevant reporting period. At the end of each reporting period, financial assets and liabilities are re-measured to the functional currency using exchange rates in effect at the balance sheet date. Non-financial assets and liabilities are re-measured at historical exchange rates. Gains and losses related to re-measurement are recorded as financial income (expense) in the consolidated statements of operations as appropriate. |
Principles of consolidation | c. Principles of consolidation: The consolidated financial statements include the financial statements of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. |
Cash and cash equivalents | d. Cash and cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. Restricted cash as of December 31, 2022 in respect of the Company’s credit card and manufacturing commitments. |
Property and equipment | e. Property and equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: % Computers, Software and peripheral equipment 33 % Mold & production Equipment 10 % Office furniture and equipment 10 % |
Impairment of long-lived assets | f. Impairment of long-lived assets: The Company’s long-lived assets are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended December 31, 2021 and 2020, no impairment losses have been recorded. |
Leases | g. Leases: In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02. The guidance establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. The Group determines if an arrangement is or contains a lease at contract inception. The Group is a lessee in an operating lease for a research facility. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. ROU assets represent Company’s right to use an underlying asset for the lease term and lease liabilities represent Group’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our lease does not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Group monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in statement of comprehensive loss. |
Concentration of credit risks | h. Concentration of credit risks: Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and restricted bank deposit. Cash and cash equivalents and restricted bank deposit are invested in major banks in Israel and the United States. Such funds in the Israel may be in excess of insured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company and its subsidiary’ cash and cash equivalents have high credit ratings. The Company, have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Research and development expenses | i. Research and development expenses: Research and development costs are charged to the consolidated statement of operations as incurred. |
Royalty-bearing grants | j. Royalty-bearing grants: Royalty-bearing grants from the Israeli Innovation Authority (the “IIA”) for funding approved research and development projects are recognized at the time Saffron Tech is entitled to such grants (i.e. at the time that there is reasonable assurance that the Company will comply with the conditions attached to the grant and that there is reasonable assurance that the grant will be received), on the basis of the costs incurred and reduce research and development costs. The cumulative research and development grants received by the Company from inception through December 2022 amounted to $362. As of December 31, 2022, the Company did not accrue for or pay any royalties to the IIA since no revenues were recognized in respect of the funded projects. |
Liability for employee rights upon retirement pay | k. Liability for employee rights upon retirement pay: Saffron Tech’s liability for severance pay is pursuant to Section 14 of the Severance Compensation Act, 1963 (“Section 14”), pursuant to which all the Company’s employees are included under Section 14, and are entitled only to monthly deposits. Under Israeli employment law, payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance pay liabilities and deposits under Section 14 are not reflected in the consolidated balance sheets as the severance pay risks have been irrevocably transferred to the severance funds. |
Fair value of financial instruments | l. Fair value of financial instruments: ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 — Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying amounts of cash and cash equivalents, short term deposits, trade receivables, trade payables and short-term loan approximate their fair value due to the short-term maturity of such instruments. The Company elected to measure some of the convertible loans under the fair value option (see note 4). Under the fair value option, the convertible loans will be measured at fair value in each reporting period until they will be converted, with changes in the fair values being recognized in the Company’s consolidated statement of operations as financial income or expense. The proceeds received for the issuance of the convertible loans were allocated at fair value conducted on an arm’s-length basis. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 1,327 $ 1,327 Total liabilities $ - $ - $ 1,327 $ 1,327 Balance as of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 222 $ 222 Total liabilities $ - $ - $ 222 $ 222 |
Income Tax | m. Income Tax: The Company account for income taxes in accordance with ASC 740, “Income Taxes” which prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it not is more likely than not that a portion or all of the deferred tax assets will be realized. Based on ASC 740, a two-step approach is used to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2022, and 2021, no liability for unrecognized tax positions has been recorded. Accordingly, no interest or penalties related to uncertain tax positions are recorded, either. It is the Company’s policy that any interest or penalties associated with unrecognized tax positions would be reflected in income tax expense. |
Basic and diluted net loss per share | n. Basic and diluted net loss per share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of Ordinary shares outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of Ordinary shares, to the extent dilutive, all in accordance with ASC No. 260, “Earning Per Share”. For the years ended December 31, 2022, and 2021, all outstanding shares warrants have been excluded from the calculation of the diluted net loss per share as all such securities are anti-dilutive for all years presented. |
Contingencies | o. Contingencies: The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Stock-based payments | p. Stock-based payments: The Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. For the years ended December 31, 2022, December 31, 2021, the Company recorded $268, and $1,318 in share-based compensation, respectively. |
Recent accounting pronouncements | q. Recent accounting pronouncements: Financial Instruments – Credit Losses In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 replaces the current incurred loss model guidance with a new method that reflects expected credit losses. Under this guidance, an entity would recognize an allowance for credit losses equal to its estimate of expected credit losses on financial assets measured at amortized cost. In November 2019, the FASB extended the effective date of ASU 2016-13 for smaller reporting companies. As a result, ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022, with early adoption permitted. The standard is not expected to have a significant impact on the Company’s consolidated financial statements. Convertible instruments In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible instruments by removing certain separation models in Accounting Standards Codification (“ASC”) 470-20, “Debt—Debt with Conversion and Other Options,” (“ASC 470-20”) for convertible instruments. Under ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under ASC 815, “Derivatives and Hedging,” or that do not result in substantial premiums accounted for as paid-in capital. For smaller reporting companies, ASU 2020-06 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2023, with early adoption permitted for fiscal years beginning after December 15, 2020. The Company is currently assessing the impact of this update on the Company’s consolidated financial statements. Business Combination On October 28, 2021, the FASB issued ASU 2021-08, which amends ASC 805 to “require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.” Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. According to the FASB, this Update is intended “to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the following: ● Recognition of an acquired contract liability ● Payment terms and their effect on subsequent revenue recognized by the acquirer. ASU 2021-08 06 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently assessing the impact of this update on the Company’s consolidated financial statements. Warrants |
New Accounting Pronouncements | r. New Accounting Pronouncements: Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022, though early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company is currently evaluating the effect the adoption of ASU 2019-12 will have on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and(2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures. Other new pronouncements issued but not effective as of December 31, 2022, are not expected to have a material impact on the Company’s consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
General [Abstract] | |
Schedule of property and equipment are stated at cost, net of accumulated depreciation | % Computers, Software and peripheral equipment 33 % Mold & production Equipment 10 % Office furniture and equipment 10 % |
Schedule of financial assets and liabilities measured value recurring basis | Balance as of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 1,327 $ 1,327 Total liabilities $ - $ - $ 1,327 $ 1,327 Balance as of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 222 $ 222 Total liabilities $ - $ - $ 222 $ 222 |
Convertible Loans (Tables)
Convertible Loans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of fair value of the warrants granted | August Share price $ 0.86 Dividend yield 0 % Risk-free interest rate 0.21 % Expected term (in years) 5 Volatility 176.96 % August 7, December 31, December 31, Share price $ 0.80 $ 0.65 $ 0.50 Dividend yield 0 0 0 % Risk-free interest rate 0.13 % 0.23 % 4.76 % Expected term (in years) 2 0.58 0.50 Volatility 163.31 % 145.70 % 205.90 % August Share price $ 0.86 Dividend yield 0 % Risk-free interest rate 0.21 % Expected term (in years) 5 Volatility 176.96 % July 31, December 31, December 31, Share price $ 0.86 $ 0.65 $ 0.50 Dividend yield 0 0 0 % Risk-free interest rate 0.11 0.23 % 4.76 % Expected term (in years) 2 0.58 0.50 Volatility 164.04 % 145.70 % 205.90 % |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Parties [Abstract] | |
Schedule of related party transactions | Year ended December 31, 2022 Directors Fees Consulting Fees / Salaries Share based awards Total Amounts owing Director and CEO $ - $ 175 $ 271 $ 446 $ 6 CFO - 72 25 97 18 Company owned by the CFO - 36 - 36 8 Directors - - 39 39 121 $ - $ 283 $ 335 $ 618 $ 153 Year ended December 31, 2021 Directors Fees Consulting Fees / Salaries Share based awards Total Amounts owing Director and CEO $ - $ 150 $ 504 $ 654 $ 15 CFO - 56 19 75 5 Company owned by the CFO - 28 - 28 2 Directors - - 1,000 1,000 85 $ - $ 234 $ 1,523 $ 1,757 $ 107 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders' Equity [Abstract] | |
Schedule of company’s share capital | December 31, December 31, Authorized Issued and Issued and Issued and Number of shares Shares of common stock of $0.0001 par value each “Shares” 500,000,000 4,215,571 500,000,000 4,194,385 |
Schedule of warrant activity | Number Average Warrants outstanding at January 1, 2021 213,083 $ 8.10 Granted 99,000 1.50 Forfeited/Cancelled (66,000 ) 1.50 Forfeited/Cancelled (47,333 ) 19.40 Warrants outstanding at December 31, 2021 198,750 $ 5.40 Granted - - Exercised - - Forfeited /Cancelled (13,750 ) 2.00 Forfeited/Cancelled (66,000 ) 1.50 Warrants outstanding at December 31, 2022 119,000 $ 5.88 |
Schedule of option outstanding activity | Issuance date Warrants Exercise Warrants Expiry date October 15, 2019 44,000 $ 12.50 44,000 October 15, 2024 August 7, 2020 50,000 $ 2.00 50,000 August 7, 2025 August 11, 2020 25,000 $ 2.00 25,000 August 11, 2025 119,000 119,000 |
Schedule of employee share options activity | Number Average weighted exercise price Options outstanding at January 1, 2021 166,000 1.10 Granted 120,000 0.01 Exercised (90,000 ) 1.10 Forfeited (1,000 ) 3.00 Options outstanding at December 31, 2021 195,000 0.63 Granted 45,000 1.00 Exercised - Forfeited - Options outstanding at December 31, 2022 240,000 $ 0.70 Options exercisable at December 31, 2022 206,250 $ 0.73 |
Schedule of option outstanding activity | Issuance date Options Exercise Options Expiry date September 1, 2020 15,000 $ 0.70 11,250 September 1, 2025 October 13, 2020 50,000 $ 1.00 50,000 October 12, 2023 November 3, 2020 25,000 $ 1.00 25,000 October 25, 2025 November 3, 2020 25,000 $ 1.50 25,000 October 25, 2025 December 14, 2021 80,000 $ 0.01 65,000 December 14, 2026 November 15, 2022 45,000 $ 1.00 30,000 240,000 206,250 |
Schedule of RSU activity | Number RSU outstanding at January 1, 2021 49,025 Granted (i) (ii) (iii) 227,500 Exercised (Note 5b (1)(2)(3)(6)) (80,525 ) Forfeited - RSU’s outstanding at December 31, 2021 196,000 Granted (iv) 370,000 Exercised - Forfeited (30,000 ) RSU’s exercisable at December 31, 2022 536,000 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Taxes on Income [Abstract] | |
Schedule of deferred tax assets | December 31, 2022 2021 Deferred tax assets: Carry forward tax losses $ 1,686 $ 1,412 Net deferred tax asset before valuation allowance 1,686 1,412 Valuation allowance (1,686 ) (1,412 ) Net deferred tax asset $ - $ - |
Financial Expenses, Net (Tables
Financial Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Expenses, Net [Abstract] | |
Schedule of financial expenses | Year ended Year ended December 31, December 31, 2022 2021 Bank interest and commissions $ 13 $ 2 Financial expenses related to revaluation of convertible component in convertible loans 420 (890 ) Commissions on loans - 98 Financial expenses related to interest, revaluation of warrants and leases (11 ) 2,232 Foreign currency transactions and other 58 (51 ) $ 480 $ 1,391 |
General (Details)
General (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Nov. 05, 2020 | |
General (Details) [Line Items] | ||
Accumulated deficit total | $ 22,649 | |
Operating cash flow total | $ 986 | |
Saffron Tech [Member] | ||
General (Details) [Line Items] | ||
Ownership percentage | 54% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
General [Abstract] | ||
Rresearch and development grants received | $ 362 | |
Tax benefit percentage | 50% | |
Share-based compensation | $ 268 | $ 1,318 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of property and equipment are stated at cost, net of accumulated depreciation | 12 Months Ended |
Dec. 31, 2022 | |
Computers, Software and peripheral equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property plant annual rates | 33% |
Mold & production Equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property plant annual rates | 10% |
Office furniture and equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property plant annual rates | 10% |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured value recurring basis - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured value recurring basis [Line Items] | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | $ 1,327 | $ 222 |
Total liabilities | 1,327 | 222 |
Level 1 [Member] | ||
Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured value recurring basis [Line Items] | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | ||
Total liabilities | ||
Level 2 [Member] | ||
Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured value recurring basis [Line Items] | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | ||
Total liabilities | ||
Level 3 [Member] | ||
Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured value recurring basis [Line Items] | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | 1,327 | 222 |
Total liabilities | $ 1,327 | $ 222 |
Convertible Loans (Details)
Convertible Loans (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||||
Dec. 20, 2022 | Dec. 14, 2022 | Jan. 26, 2022 | May 12, 2021 | Dec. 31, 2020 | Dec. 17, 2020 | Aug. 07, 2020 | Jul. 31, 2020 | Oct. 15, 2019 | Jul. 31, 2020 | Feb. 21, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 16, 2021 | |
Convertible Loans (Details) [Line Items] | |||||||||||||||
Revalued amount | $ 326 | ||||||||||||||
Accrued interest | $ 60 | ||||||||||||||
Loan amount | $ 20 | $ 14 | |||||||||||||
Revalued values of BCF | $ 88 | $ 76 | |||||||||||||
Maturity date | Jul. 31, 2022 | ||||||||||||||
Convertible | $ 100 | $ 100 | |||||||||||||
Annual interest rate | 10% | ||||||||||||||
Weighted average price (in Dollars per share) | $ 1.1 | $ 0.7 | $ 0.63 | $ 1.1 | |||||||||||
Fair value of warrants granted (in Dollars per share) | $ 18 | ||||||||||||||
Intrinsic value | $ 129 | ||||||||||||||
Interest and financial income | $ 51 | $ 27 | |||||||||||||
VWP [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Weighted average price (in Dollars per share) | $ 80 | ||||||||||||||
Mr. Yannay [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Debt converted shares (in Shares) | 25,000 | ||||||||||||||
Weighted average price (in Dollars per share) | $ 2 | ||||||||||||||
Fixed Conversion Price [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Conversion price (in Dollars per share) | $ 1.02 | ||||||||||||||
BCF [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Intrinsic value | $ 129 | ||||||||||||||
Convertible Loan [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Convertible loan, description | the Company received a convertible loan from a third party (“October 2019 Lender”) in the principal amount of $1,100 that bears an annual 10% interest rate (“October 2019 Loan”). The October 2019 Loan has a two-year term. Prior to the maturity date of the October 2019 Loan, the Company, at its option, has the right to redeem, in cash, in part or in whole, the amounts outstanding provided that as of the date of the redemption notice (i) the volume-weighted average price of the Company’s ordinary shares is less than $12.50 and (ii) there is no equity condition failures as defined therein. In the event that the Company wishes to redeem any amount under the convertible loan, the Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding amount being redeemed in addition to outstanding and accrued interest. | On February 21, 2019, the Company received a convertible loan from third party (“February 2019 Lender”), with a two-year term, in the principal amount of $550, which bears 10% annual interest rate (“February 2019 Loan”). | |||||||||||||
February 2019 Lender [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Percentage of redemption premium | 20% | ||||||||||||||
Conversion price (in Dollars per share) | $ 20 | ||||||||||||||
Lowest the volume-weighted average price | 80% | ||||||||||||||
February 2019 Loan [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Loan amount | $ 190 | $ 190 | |||||||||||||
Accrued interest | $ 87 | ||||||||||||||
Debt converted shares (in Shares) | 1,045,521 | ||||||||||||||
Debt amount | 332 | 506 | |||||||||||||
Debt interest and financial expenses | 52 | 230 | |||||||||||||
October 2019 Lender [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Conversion price (in Dollars per share) | $ 12.5 | ||||||||||||||
Lowest the volume-weighted average price | 80% | ||||||||||||||
October 2019 Loan [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Loan amount | $ 100 | $ 55 | |||||||||||||
Debt amount | 2,142 | 1,304 | |||||||||||||
Debt interest and financial expenses | 94 | 778 | |||||||||||||
Revalued values of BCF | 732 | ||||||||||||||
August 2020 Loan [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Revalued values of BCF | 146 | $ 339 | |||||||||||||
Fair value convertible loan | $ 200 | ||||||||||||||
Maturity date | Aug. 07, 2022 | ||||||||||||||
Interest rate | 10% | ||||||||||||||
Debentures description | The August 2020 Loan is convertible by the August 2020 Lender into Shares, at their discretion, at the lower of a fixed price of $1.02 (the “Fixed Conversion Price”) or 80% of the lowest volume weighted average price (“VWAP”) of the Company’s common stock during the 10 trading days immediately preceding the conversion date (the “Market Conversion Price”). | ||||||||||||||
Investor warrants shares (in Shares) | 50,000 | ||||||||||||||
Exercise price (in Dollars per share) | $ 2 | ||||||||||||||
Warrants granted | $ 35 | ||||||||||||||
Warrants value | 249 | ||||||||||||||
Warrant allocated amount | $ 249 | ||||||||||||||
August 2020 Lenders [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Debt interest and financial expenses | $ 115 | 73 | |||||||||||||
2020 Promissory Notes [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Conversion price (in Dollars per share) | $ 1 | $ 1 | |||||||||||||
Exercise price (in Dollars per share) | $ 1.5 | ||||||||||||||
Debt amount | $ 425 | $ 425 | |||||||||||||
Purchase warrants (in Shares) | 33,000 | ||||||||||||||
2021 Promissory Notes [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Debt amount | $ 530 | ||||||||||||||
Warrants issued (in Shares) | 33,000 | ||||||||||||||
Promissory Notes [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Promissory amount | $ 830 | ||||||||||||||
Repaid to investors | $ 100 |
Convertible Loans (Details) - S
Convertible Loans (Details) - Schedule of fair value of the warrants granted - $ / shares | 12 Months Ended | ||||
Aug. 31, 2020 | Aug. 07, 2020 | Jul. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Black-Scholes-Merton Option [Member] | |||||
Convertible Loans (Details) - Schedule of fair value of the warrants granted [Line Items] | |||||
Share price (in Dollars per share) | $ 0.86 | ||||
Dividend yield | 0% | ||||
Risk-free interest rate | 0.21% | ||||
Expected term (in years) | 5 years | ||||
Volatility | 176.96% | ||||
Black-Scholes-Merton Option [Member] | Warrant [Member] | |||||
Convertible Loans (Details) - Schedule of fair value of the warrants granted [Line Items] | |||||
Share price (in Dollars per share) | $ 0.86 | ||||
Dividend yield | 0% | ||||
Risk-free interest rate | 0.21% | ||||
Expected term (in years) | 5 years | ||||
Volatility | 176.96% | ||||
Monte Carlo Option [Member] | |||||
Convertible Loans (Details) - Schedule of fair value of the warrants granted [Line Items] | |||||
Share price (in Dollars per share) | $ 0.8 | $ 0.5 | $ 0.65 | ||
Dividend yield | 0% | 0% | 0% | ||
Risk-free interest rate | 0.13% | 4.76% | 0.23% | ||
Expected term (in years) | 2 years | 6 months | 6 months 29 days | ||
Volatility | 163.31% | 205.90% | 145.70% | ||
BCF and Monte Carlo Option [Member] | |||||
Convertible Loans (Details) - Schedule of fair value of the warrants granted [Line Items] | |||||
Share price (in Dollars per share) | $ 0.86 | $ 0.5 | $ 0.65 | ||
Dividend yield | 0% | 0% | 0% | ||
Risk-free interest rate | 0.11% | 4.76% | 0.23% | ||
Expected term (in years) | 2 years | 6 months | 6 months 29 days | ||
Volatility | 164.04% | 205.90% | 145.70% |
Related Parties (Details)
Related Parties (Details) - USD ($) | 12 Months Ended | |||
Dec. 12, 2021 | Nov. 11, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Parties (Details) [Line Items] | ||||
Amount received per month | $ 11,300 | $ 6,000 | ||
Additional services | $ 3,000 | |||
Paid compensation expenses | $ 72,000 | $ 56,000 | ||
Chief Executive Officer [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Paid compensation expenses | 6,000 | |||
Chief Financial Officer [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Paid compensation expenses | 26,000 | |||
Saffron Tech’s [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Paid compensation expenses | $ 175,000 | $ 8,000 |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of related party transactions - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Directors Fees | ||
Consulting Fees / Salaries | 283 | 234 |
Share based awards | 335 | 1,523 |
Total | 618 | 1,757 |
Amounts owing | 153 | 107 |
Director and CEO [Member] | ||
Related Party Transaction [Line Items] | ||
Directors Fees | ||
Consulting Fees / Salaries | 175 | 150 |
Share based awards | 271 | 504 |
Total | 446 | 654 |
Amounts owing | 6 | 15 |
CFO [Member] | ||
Related Party Transaction [Line Items] | ||
Directors Fees | ||
Consulting Fees / Salaries | 72 | 56 |
Share based awards | 25 | 19 |
Total | 97 | 75 |
Amounts owing | 18 | 5 |
Company owned by the CFO [Member] | ||
Related Party Transaction [Line Items] | ||
Directors Fees | ||
Consulting Fees / Salaries | 36 | 28 |
Share based awards | ||
Total | 36 | 28 |
Amounts owing | 8 | 2 |
Directors [Member] | ||
Related Party Transaction [Line Items] | ||
Directors Fees | ||
Consulting Fees / Salaries | ||
Share based awards | 39 | 1,000 |
Total | 39 | 1,000 |
Amounts owing | $ 121 | $ 85 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 1 Months Ended | 2 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||||||
Dec. 30, 2022 shares | Dec. 14, 2021 USD ($) $ / shares shares | Oct. 05, 2021 USD ($) $ / shares shares | Apr. 01, 2021 USD ($) $ / shares shares | Mar. 10, 2021 USD ($) $ / shares shares | Mar. 09, 2021 shares | Apr. 01, 2019 | Nov. 15, 2022 USD ($) $ / shares shares | Oct. 25, 2021 shares | Aug. 31, 2021 USD ($) shares | Mar. 31, 2021 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Oct. 05, 2020 USD ($) shares | |||
Shareholders' Equity (Details) [Line Items] | |||||||||||||||||
Issuance of shares | 47,134 | ||||||||||||||||
Number of directors | 3 | 2 | |||||||||||||||
Restricted stock unit shares issued | 30,000 | 7,500 | |||||||||||||||
Fair value of RSU's (in Dollars) | $ | $ 111,000 | $ 122,000 | $ 334,000 | $ 18,000 | |||||||||||||
Issuance of shares | 830,000 | ||||||||||||||||
Promissory Notes (in Dollars) | $ | $ 830,000 | $ 830,000 | |||||||||||||||
Fair value (in Dollars) | $ | $ 106,000 | ||||||||||||||||
Issuance of investor shares | 21,186 | ||||||||||||||||
Number of options granted | 370,000 | [1] | 227,500 | [2],[3],[4] | |||||||||||||
Exercisable per share (in Dollars per share) | $ / shares | $ 0.73 | ||||||||||||||||
Share-based expenses (in Dollars) | $ | $ 267,000 | $ 1,318,000 | |||||||||||||||
RSU’s vest quarterly year | 1 year | ||||||||||||||||
2018 Plan [Member] | |||||||||||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||||||||||
Awards granted, descriptions | Awards granted under the 2018 Plan are subject to vesting schedules and unless determined otherwise by the administrator of the 2018 Plan, generally vest following a period of four years from the applicable vesting commencement date, such that the awards vest in four annual equal instalments and/or generally vest following a period of one year from the applicable vesting commencement date, such that the awards vest in four quarterly equal instalments. | ||||||||||||||||
Option Six [Member] | |||||||||||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||||||||||
Description of stock option | On December 14, 2021, the Company, through Saffron, signed a contract with an employee pursuant to which they were granted 80,000 options to purchase 80,000 shares. All options are exercisable at $0.01 per Share. 50,000 options vest immediately, and 30,000 options vest quarterly over two years. | ||||||||||||||||
Number of options granted | 80,000 | ||||||||||||||||
Purchase of shares | 80,000 | ||||||||||||||||
Exercisable per share (in Dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||
Fair value of stock options (in Dollars) | $ | $ 56,000 | ||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 0.7 | ||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||
Maturity term | 5 years | ||||||||||||||||
Volatility | 221% | ||||||||||||||||
Dividend yield | 0% | ||||||||||||||||
Risk free rate | 1.23% | ||||||||||||||||
Share-based expenses (in Dollars) | $ | 9,000 | ||||||||||||||||
Option One [Member] | |||||||||||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||||||||||
Share-based expenses (in Dollars) | $ | $ 16,000 | ||||||||||||||||
Option Two [Member] | |||||||||||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||||||||||
Share-based expenses (in Dollars) | $ | $ 36 | ||||||||||||||||
Option [Member] | |||||||||||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||||||||||
Description of stock option | 30,000 options vest immediately, and 15,000 options vest quarterly. | ||||||||||||||||
Number of options granted | 160,000 | 45,000 | |||||||||||||||
Purchase of shares | 45,000 | ||||||||||||||||
Exercisable per share (in Dollars per share) | $ / shares | $ 1 | ||||||||||||||||
Fair value of stock options (in Dollars) | $ | $ 12,000 | ||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 0.33 | ||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 1 | ||||||||||||||||
Maturity term | 2 years | ||||||||||||||||
Volatility | 221% | ||||||||||||||||
Dividend yield | 0% | ||||||||||||||||
Risk free rate | 1.23% | ||||||||||||||||
RSU [Member] | Option [Member] | |||||||||||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||||||||||
Description of stock option | The RSU’s vest quarterly in advance over one year. | ||||||||||||||||
Number of options granted | 370,000 | ||||||||||||||||
Ordinary share [Member] | |||||||||||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||||||||||
Common stock voting rights | one | ||||||||||||||||
Consultant [Member] | |||||||||||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||||||||||
Issuance of shares | 29,167 | 40,000 | |||||||||||||||
Exercised options | 50,000 | 40,000 | |||||||||||||||
RSU [Member] | |||||||||||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||||||||||
Issuance of shares | 10,000 | 50,000 | 13,025 | ||||||||||||||
Number of directors | 2 | 2 | |||||||||||||||
Restricted stock unit shares issued | 10,000 | 50,000 | |||||||||||||||
Restricted stock units exercise price (in Dollars per share) | $ / shares | |||||||||||||||||
Fair value of RSU's (in Dollars) | $ | $ 59,000 | $ 275,000 | |||||||||||||||
RSU [Member] | Director [Member] | |||||||||||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||||||||||
Issuance of shares | 7,500 | ||||||||||||||||
Restricted stock unit shares issued | 7,500 | ||||||||||||||||
Restricted stock units exercise price (in Dollars per share) | $ / shares | |||||||||||||||||
Fair value of RSU's (in Dollars) | $ | $ 18,000 | ||||||||||||||||
[1]On November 15, 2022, the Company granted 370,000 RSU’s to directors and consultants. The fair value of the shares at the date of the grant was $122. The RSU’s vest quarterly in advance over one year.[2]During the period between February 2021 through to March 2021, the Company granted two directors 30,000 RSU’s each. The fair value of the RSU’s at the date of the grant was $334.[3]On December 14, 2021, the Company granted directors and consultants 160,000 RSU’s. The fair value of the shares at the date of the grant was $111. The RSU’s vest quarterly in advance over one year.[4]On October 5, 2021, the Company granted a director 7,500 RSU’s. The fair value of the shares at the date of the grant was $18. |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of company’s share capital - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Company SShare Capital Abstract | ||
Common stock shares, authorized | 500,000,000 | 500,000,000 |
Common stock shares issued and outstanding | 4,215,571 | 4,194,385 |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) - Schedule of warrant activity - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Warrant Activity Abstract | ||
Number warrant, outstanding at the beginning of the period | 198,750 | 213,083 |
Average exercise price, beginning of the period | $ 5.4 | $ 8.1 |
Number warrants, Granted | 99,000 | |
Average exercise price, Granted | $ 1.5 | |
Number warrant, Exercised | ||
Average exercise price, Exercised | ||
Number warrant, Forfeited/Cancelled | (66,000) | (66,000) |
Average exercise price, Forfeited/Cancelled | $ 1.5 | $ 1.5 |
Number warrant, Forfeited/Cancelled | (13,750) | (47,333) |
Average exercise price, Forfeited/Cancelled | $ 2 | $ 19.4 |
Number warrants, outstanding at ending | 119,000 | 198,750 |
Average exercise price, outstanding at ending | $ 5.88 | $ 5.4 |
Shareholders' Equity (Details_3
Shareholders' Equity (Details) - Schedule of warrants are outstanding | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Shareholders' Equity (Details) - Schedule of warrants are outstanding [Line Items] | |
Warrants outstanding | 119,000 |
Warrants outstanding and exercisable | 119,000 |
October 15, 2019 [Member] | |
Shareholders' Equity (Details) - Schedule of warrants are outstanding [Line Items] | |
Warrants outstanding | 44,000 |
Exercise price per warrant (in Dollars per share) | $ / shares | $ 12.5 |
Warrants outstanding and exercisable | 44,000 |
Expiry date | Oct. 15, 2024 |
August 7, 2020 [Member] | |
Shareholders' Equity (Details) - Schedule of warrants are outstanding [Line Items] | |
Warrants outstanding | 50,000 |
Exercise price per warrant (in Dollars per share) | $ / shares | $ 2 |
Warrants outstanding and exercisable | 50,000 |
Expiry date | Aug. 07, 2025 |
August 11, 2020 [Member] | |
Shareholders' Equity (Details) - Schedule of warrants are outstanding [Line Items] | |
Warrants outstanding | 25,000 |
Exercise price per warrant (in Dollars per share) | $ / shares | $ 2 |
Warrants outstanding and exercisable | 25,000 |
Expiry date | Aug. 11, 2025 |
Shareholders' Equity (Details_4
Shareholders' Equity (Details) - Schedule of employee share options activity - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Employee Share Options Activity Abstract | ||
Number Options outstanding, Beginning balance | 195,000 | 166,000 |
Average weighted exercise price, Options outstanding Beginnng balance (in Dollars per share) | $ 0.63 | $ 1.1 |
Number Options, outstanding Ending balance | 240,000 | 195,000 |
Average weighted exercise price, Options outstanding Ending balance (in Dollars per share) | $ 0.7 | $ 0.63 |
Number Options, exercisable Ending balance | 206,250 | |
Average weighted exercise price, Options exercisable Ending balance (in Dollars per share) | $ 0.73 | |
Number Options, Granted | 45,000 | 120,000 |
Average weighted exercise price, Granted (in Dollars per share) | $ 1 | $ 0.01 |
Number Options, Exercised | (90,000) | |
Average weighted exercise price, Exercised (in Dollars per share) | $ 1.1 | |
Number Options, Forfeited | (1,000) | |
Average weighted exercise price, Forfeited (in Dollars per share) | $ 3 |
Shareholders' Equity (Details_5
Shareholders' Equity (Details) - Schedule of option outstanding activity | 12 Months Ended |
Dec. 31, 2022 shares | |
Class of Warrant or Right [Line Items] | |
Options outstanding | 240,000 |
Options outstanding and exercisable | 206,250 |
September 1, 2020 [Member] | |
Class of Warrant or Right [Line Items] | |
Options outstanding | 15,000 |
Exercise price per option | 0.7 |
Options outstanding and exercisable | 11,250 |
Expiry date | September 1, 2025 |
October 13, 2020 [Member] | |
Class of Warrant or Right [Line Items] | |
Options outstanding | 50,000 |
Exercise price per option | 1 |
Options outstanding and exercisable | 50,000 |
Expiry date | October 12, 2023 |
November 3, 2020 [Member] | |
Class of Warrant or Right [Line Items] | |
Options outstanding | 25,000 |
Exercise price per option | 1 |
Options outstanding and exercisable | 25,000 |
Expiry date | October 25, 2025 |
November 3, 2020 [Member] | |
Class of Warrant or Right [Line Items] | |
Options outstanding | 25,000 |
Exercise price per option | 1.5 |
Options outstanding and exercisable | 25,000 |
Expiry date | October 25, 2025 |
December 14, 2021 [Member] | |
Class of Warrant or Right [Line Items] | |
Options outstanding | 80,000 |
Exercise price per option | 0.01 |
Options outstanding and exercisable | 65,000 |
Expiry date | December 14, 2026 |
November 15, 2022 [Member] | |
Class of Warrant or Right [Line Items] | |
Options outstanding | 45,000 |
Exercise price per option | 1 |
Options outstanding and exercisable | 30,000 |
Shareholders' Equity (Details_6
Shareholders' Equity (Details) - Schedule of RSU activity - shares | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
Schedule Of Rsu Activity Abstract | ||||
RSU's outstanding at the beginning of the period | 196,000 | 49,025 | ||
RSU’s Granted | 370,000 | [1] | 227,500 | [2],[3],[4] |
RSU’s Exercised | (80,525) | |||
RSU’s Forfeited | (30,000) | |||
RSU's outstanding at the end of the period | 536,000 | 196,000 | ||
[1]On November 15, 2022, the Company granted 370,000 RSU’s to directors and consultants. The fair value of the shares at the date of the grant was $122. The RSU’s vest quarterly in advance over one year.[2]During the period between February 2021 through to March 2021, the Company granted two directors 30,000 RSU’s each. The fair value of the RSU’s at the date of the grant was $334.[3]On December 14, 2021, the Company granted directors and consultants 160,000 RSU’s. The fair value of the shares at the date of the grant was $111. The RSU’s vest quarterly in advance over one year.[4]On October 5, 2021, the Company granted a director 7,500 RSU’s. The fair value of the shares at the date of the grant was $18. |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | |
Taxes on Income (Details) [Line Items] | |||
Corporate tax rate | 23% | 23% | |
Amount of carry-forward losses (in Dollars) | $ 7,851 | ||
Maximum [Member] | |||
Taxes on Income (Details) [Line Items] | |||
Corporate federal income tax rate | 35% | ||
Minimum [Member] | |||
Taxes on Income (Details) [Line Items] | |||
Corporate federal income tax rate | 21% | ||
Saffron Tech’s [Member] | |||
Taxes on Income (Details) [Line Items] | |||
Amount of carry-forward losses (in Dollars) | $ 1,686 |
Taxes on Income (Details) - Sch
Taxes on Income (Details) - Schedule of deferred tax assets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Carry forward tax losses | $ 1,686 | $ 1,412 |
Net deferred tax asset before valuation allowance | 1,686 | 1,412 |
Valuation allowance | (1,686) | (1,412) |
Net deferred tax asset |
Financial Expenses, Net (Detail
Financial Expenses, Net (Details) - Schedule of financial expenses - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Financial Expenses [Abstract] | ||
Bank interest and commissions | $ 13 | $ 2 |
Financial expenses related to revaluation of convertible component in convertible loans | 420 | (890) |
Commissions on loans | 98 | |
Financial expenses related to interest, revaluation of warrants and leases | (11) | 2,232 |
Foreign currency transactions and other | 58 | (51) |
Total | $ 480 | $ 1,391 |
Liens, Commitments (Details)
Liens, Commitments (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Liens, Commitments [Abstract] | |
Lease maturity date | Sep. 11, 2024 |
Lease payments per month | $ 2 |
Lease payment annually | $ 23 |
Percentage of sales, description | In the first 3 years of sales the Company shall pay 3% of the sales of the product which was developed under IIA research and development projects. In the fourth, fifth and sixth years of sales, the Company shall pay 4% of such sales and from the seventh year onwards the Company shall pay 5% of up to 100% of the amount of grants received plus interest at LIBOR. |
Future sales |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] ₪ in Millions | Mar. 01, 2023 | Feb. 14, 2023 USD ($) | Mar. 22, 2023 USD ($) | Feb. 05, 2023 USD ($) | Feb. 05, 2023 ILS (₪) |
Subsequent Events (Details) [Line Items] | |||||
Funds raised | $ 314,000 | ₪ 1.1 | |||
Initial investment | 1,000,000 | ||||
Saffron tech percentage | 54% | ||||
Outstanding convertible loans return | $ 750,000 | ||||
Company already paid | $ 200,000 | ||||
Korea [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Initial investment | $ 1,000,000 | ||||
ISRAEL [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Funds raised | $ 1,000,000 |