Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 10, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | SATIVUS TECH CORP. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 4,215,571 | |
Amendment Flag | false | |
Entity Central Index Key | 0001661600 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly 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 | |
Entity Interactive Data Current | No |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 642 | $ 810 |
Short-term deposits | 801 | 6 |
Other current assets | 49 | 85 |
Total current assets | 1,492 | 901 |
NON-CURRENT ASSETS | ||
Right-of-use asset | 22 | 30 |
Property and equipment, net | 247 | 219 |
Total non-current assets | 269 | 249 |
Total assets | 1,761 | 1,150 |
CURRENT LIABILITIES | ||
Accounts payables | 36 | 55 |
Loans | 114 | |
Other current liabilities | 120 | 160 |
Convertible loans | 1,995 | 2,031 |
Fair value of convertible component in convertible loans | 2,073 | 1,327 |
Short term lease liability | 27 | 32 |
Total Liabilities | 4,251 | 3,719 |
SHAREHOLDER’S DEFICIT | ||
Authorized: 500,000,000 shares at June 30, 2023 and December 31, 2022; Issued and Outstanding: 4,215,571 and 4,215,571 shares at June 30, 2023 and December 31, 2022, respectively | 4 | 4 |
Additional Paid in capital | 20,625 | 19,756 |
Accumulated deficit | (23,786) | (22,604) |
Shareholders’ deficit | (3,157) | (2,844) |
Non-controlling interests | 667 | 275 |
Total shareholders’ deficit | (2,490) | (2,569) |
Total liabilities and shareholders’ deficit | $ 1,761 | $ 1,150 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 4,215,571 | 4,215,571 |
Ordinary shares, shares outstanding | 4,215,571 | 4,215,571 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||||
Research and development | $ 93 | $ (211) | $ (140) | $ (276) |
Selling and marketing | ||||
General and administrative | (146) | (209) | (305) | (301) |
Operating loss | (53) | (420) | (445) | (577) |
Financial income (expenses), net | (947) | (260) | (871) | 318 |
Net loss | (1,000) | (680) | (1,316) | (259) |
Non-controlling interests | (4) | (68) | (134) | (95) |
Net loss attributable to equity holders of the Company | $ (996) | $ (612) | $ (1,182) | $ (164) |
Basic net loss per share (in Dollars per share) | $ (0.24) | $ (0.15) | $ (0.28) | $ (0.04) |
Weighted average number of Ordinary shares used in computing basic loss per share (in Shares) | 4,215,571 | 4,194,385 | 4,215,571 | 4,194,385 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Diluted net loss per share | $ (0.24) | $ (0.15) | $ (0.28) | $ (0.04) |
Weighted average number of ordinary shares used in computing diluted loss per share | 4,215,571 | 4,194,385 | 4,215,571 | 4,194,385 |
Condensed Consolidated Statem_3
Condensed 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, 2021 | $ 4 | $ 18,595 | $ (21,077) | $ (2,478) | $ 106 | $ (2,372) |
Balance (in Shares) at Dec. 31, 2021 | 4,194,385 | |||||
Share based compensation to non-controlling parties | 117 | 117 | 30 | 147 | ||
Share Based Compensation to employees and non-employees | 40 | 40 | 40 | |||
Cancellation of share options in subsidiary | (168) | (168) | (43) | (211) | ||
Net income (loss) | 448 | 448 | (27) | 421 | ||
Balance at Mar. 31, 2022 | $ 4 | 18,584 | (20,629) | (2,041) | 66 | (1,975) |
Balance (in Shares) at Mar. 31, 2022 | 4,194,385 | |||||
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 | |||||
Net income (loss) | (259) | |||||
Balance at Jun. 30, 2022 | $ 4 | 18,720 | (21,241) | (2,517) | 24 | (2,493) |
Balance (in Shares) at Jun. 30, 2022 | 4,194,385 | |||||
Balance at Mar. 31, 2022 | $ 4 | 18,584 | (20,629) | (2,041) | 66 | (1,975) |
Balance (in Shares) at Mar. 31, 2022 | 4,194,385 | |||||
Share based compensation to non-controlling parties | 101 | 101 | 26 | 127 | ||
Share Based Compensation to employees and non-employees | 35 | 35 | 35 | |||
Net income (loss) | (612) | (612) | (68) | (680) | ||
Balance at Jun. 30, 2022 | $ 4 | 18,720 | (21,241) | (2,517) | 24 | (2,493) |
Balance (in Shares) at Jun. 30, 2022 | 4,194,385 | |||||
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 | |||||
Share based compensation to non-controlling parties | 25 | 25 | 14 | 39 | ||
Share Based Compensation to employees and non-employees | 35 | 35 | 35 | |||
Transactions with non-controlling parties | 767 | 767 | 507 | 1,274 | ||
Net income (loss) | (186) | (186) | (130) | (316) | ||
Balance at Mar. 31, 2023 | $ 4 | 20,583 | (22,790) | (2,203) | 666 | (1,537) |
Balance (in Shares) at Mar. 31, 2023 | 4,215,571 | |||||
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 | |||||
Net income (loss) | (1,316) | |||||
Balance at Jun. 30, 2023 | $ 4 | 20,625 | (23,786) | (3,157) | 667 | (2,490) |
Balance (in Shares) at Jun. 30, 2023 | 4,215,571 | |||||
Balance at Mar. 31, 2023 | $ 4 | 20,583 | (22,790) | (2,203) | 666 | (1,537) |
Balance (in Shares) at Mar. 31, 2023 | 4,215,571 | |||||
Share based compensation to non-controlling parties | 15 | 15 | 11 | 26 | ||
Share Based Compensation to employees and non-employees | 35 | 35 | 35 | |||
Cancellation of share options in subsidiary | (8) | (8) | (6) | (14) | ||
Net income (loss) | (996) | (996) | (4) | (1,000) | ||
Balance at Jun. 30, 2023 | $ 4 | $ 20,625 | $ (23,786) | $ (3,157) | $ 667 | $ (2,490) |
Balance (in Shares) at Jun. 30, 2023 | 4,215,571 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (1,316) | $ (259) |
Adjustments to reconcile loss to net cash used in operating activities: | ||
Depreciation and amortization | 23 | 27 |
Share based compensation expenses to employees and non-employees | 121 | 110 |
Financial expenses related to convertible loans and warrants | 91 | (1,290) |
Change in fair value of convertible component in convertible loans | 747 | 948 |
Changes in assets and liabilities: | ||
Decrease in other accounts receivable | 36 | (30) |
Increase in trade payables | (19) | 34 |
Decrease in other current liabilities | (40) | (34) |
Net cash used in operating activities | (357) | (494) |
Cash flows from investing activities: | ||
Decrease (Increase) in short-term deposits | (795) | 9 |
Purchase of property and equipment | (44) | (199) |
Net cash used in investing activities | (839) | (190) |
Cash flows from financing activities: | ||
Proceeds from convertible loans | 50 | |
Lease payments | (10) | (15) |
Repayment of convertible loans | (121) | (75) |
Repayment of short term loans | (114) | |
Proceeds from issuance of shares to minority interests in subsidiary | 1,273 | |
Net cash provided (used) by financing activities | 1,028 | (40) |
Increase (decrease) in cash and cash equivalents | (168) | (724) |
Cash and cash equivalents at the beginning of the year | 810 | 866 |
Cash and cash equivalents at the end of the period | 642 | 142 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 75 | |
Conversion of convertible loans | ||
Purchase of fixed assets by issuance of share capital | $ 28 |
General
General | 6 Months Ended |
Jun. 30, 2023 | |
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. b. The Company has an accumulated deficit in the total amount of $23,786 as of June 30, 2023, the Company has negative operating cash flow in the total amount of $357 for the six months ended June 30, 2023, 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 condensed 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 six months ended June 30, 2023, do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation: The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and were prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) All intercompany accounts and transactions have been eliminated in consolidation. Unaudited Interim Financial Information The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2022, and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023 (the “2022 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the three and six months ended June 30, 2023, are not necessarily indicative of the results for the year ending December 31, 2023, or for any future period. As of June 30, 2023, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2022 Annual Report. 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. 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 June 30, 2023 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 2,073 $ 2,073 Total liabilities $ - $ - $ 2,073 $ 2,073 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 |
Convertible Loans
Convertible Loans | 6 Months Ended |
Jun. 30, 2023 | |
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 was extended until June 30, 2023. As of June 30, 2023, the Company has defaulted on the February 2019 Loan. On July 31, the February 2019 Loan agreement was extended until December 30, 2023. Conversion feature In accordance with ASC 815-15-25 the conversion feature was considered an embedded derivative instrument, and is to be recorded at its fair value separately from the convertible notes, within current liabilities in the Company’s balance sheet. The conversion component is then marked to market at each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the conversion feature (hereafter “Convertible Component”) in the amount of $59 was calculated with the following parameters: June 30, Share price $ 0.327 80% of the lowest the volume-weighted average price $ 0.156 The February 2019 Loan is included in the convertible loans in current liabilities as of June 30, 2023, in the amount of $347, and $332 as of December 31, 2022. During the six months ended June 30, 2023, the Company recorded interest and financial expenses related to February 2019 Loan in the amount of $71, and financial income in the amount of $301 in the six months ended June 30, 2022. 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 was extended until June 30, 2023. As of June 30, 2023, the Company has defaulted on the October 2019 Loan. On July 31, the October 2019 Loan agreement was extended until December 30, 2023. Conversion feature In accordance with ASC 815-15-25 the conversion feature was considered an embedded derivative instrument, and is to be recorded at its fair value separately from the convertible notes, within current liabilities in the Company’s balance sheet. The conversion component is then marked to market at each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the conversion feature (hereafter “Convertible Component”) in the amount of $210 was calculated with the following parameters: June 30, Share price $ 0.327 80% of the lowest the volume-weighted average price $ 0.160 The October 2019 Loan is included in the convertible loans in current liabilities as of June 30, 2023, in the amount of $1,259, and $778 as of December 31, 2022. During the six months ended June 30, 2023, the Company recorded interest and financial expenses related to October 2019 Loan in the amount of $678, and financial income in the amount of $1,101 in the six months ended June 30, 2022. 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). As of June 30, 2023, the Company has defaulted on the August 2020 Loan. On July 31, the August 2020 Loan agreement was extended until December 30, 2023. The fair value of the conversion feature (hereafter “Convertible Component”) in the amount of $43 was calculated with the following parameters: June 30, Share price $ 0.327 80% of the lowest the volume-weighted average price $ 0.160 The August 2020 Loan is included in the convertible loans in short term liabilities as of June 30, 2023 in the amount of $259, and $249 as of December 31, 2022. During the six months ended June 30, 2023, the Company recorded interest and financial expenses related to August 2020 Loan in the amount of $130, and interest and financial expenses in the amount of $44 in the six months ended June 30, 2022. 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 June 30, 2023, the BCF was revalued at $18 ($88 as of December 31, 2022). The fair value of the conversion feature (hereafter “Convertible Component”) in the amount of $18 was calculated with the following parameters: June 30, Share price $ 0.327 80% of the lowest the volume-weighted average price $ 0.160 During the six months ended June 30, 2023, the Company recorded interest and financial expenses related to Director Loan in the amount of $53, and interest and financial expenses in the amount of $18 in the six months ended June 30, 2022. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2023 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 4: RELATED PARTIES The following transactions arose with related parties: Six months ended June 30, 2023 Amounts Directors Consulting Interest Total by (to) as of Director and CEO $ - $ 82 $ - $ 82 $ (13 ) CFO - 36 - 36 (5 ) Company controlled by CFO - 26 - 26 - Directors - 42 26 68 (112 ) $ - $ 186 $ 26 $ 212 $ (130 ) Six months ended June 30, 2022 Amounts Directors Consulting Interest Total by (to) as of Director and CEO $ - $ 59 $ $ 59 $ - CFO - 36 36 (18 ) Company controlled by CFO - 26 - 26 - Directors - - 5 5 (115 ) $ - $ 121 $ 5 $ 126 $ (133 ) |
Shareholders_ Deficit
Shareholders’ Deficit | 6 Months Ended |
Jun. 30, 2023 | |
Shareholders' Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 5:- SHAREHOLDERS’ DEFICIT a. As of June 30, 2023 and December 31, 2022, the Company’s share capital is composed as follows: June 30, 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 4,215,571 b. Warrants A summary of warrant activity during the six months period ended June 30, 2023, and year ended December 31, 2022 is as follows: Number Average Warrants outstanding at January 1, 2022 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 Expired - - Exercised - - Forfeited/Cancelled - - Warrants outstanding at June 30, 2023 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 The following warrants and are outstanding as of June 30, 2023: 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 c. 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 six-month period ended June 30, 2023, and for the year ended December 31, 2022, is as follows: Number Average Options outstanding at January 1, 2022 195,000 $ 0.63 Granted 45,000 1.00 Exercised - - Forfeited - - Options outstanding at December 31, 2022 240,000 $ 0.70 Granted - - Exercised - - Forfeited - - Options outstanding at June 30, 2023 240,000 $ 0.70 Options exercisable at June 30, 2023 223,750 $ 0.72 The following options are outstanding as of June 30, 2022: Issuance date Options Exercise Options Expiry date September 1, 2020 15,000 $ 0.70 13,750 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 72,500 December 14, 2026 November 15, 2022 45,000 $ 1.00 37,500 November 15, 2024 240,000 223,750 d. 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 six months ended June 30, 2023, and the year ended December 31, 2022 is as follows: Number RSU outstanding at January 1, 2022 196,000 Granted 370,000 Exercised - Forfeited (30,000 ) RSU outstanding at December 31, 2022 536,000 Granted - Exercised - Forfeited (5,000 ) RSU’s outstanding at June 30, 2022 531,000 |
Financial Income (Expenses)
Financial Income (Expenses) | 6 Months Ended |
Jun. 30, 2023 | |
Financial Income (Expenses) [Abstract] | |
FINANCIAL INCOME (EXPENSES) | NOTE 6:- FINANCIAL INCOME (EXPENSES) Three months ended Six months ended June 30, June 30, June 30, June 30, Financial income (expenses) related to interest and revaluation of convertible component in convertible loans $ (911 ) $ (250 ) $ (832 ) $ 346 Financial expenses related to warrants - - - - Foreign currency transactions and other (36 ) (10 ) (39 ) (28 ) (947 ) (260 ) (871 ) 318 |
Liens, Commitments
Liens, Commitments | 6 Months Ended |
Jun. 30, 2023 | |
Liens, Commitments [Abstract] | |
LIENS, COMMITMENTS | NOTE 7:- LIENS, COMMITMENTS Saffron leases its facility on a lease that expires on September 11, 2024. Lease payments are approximately $2 per month ($23 annually). 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 June 30, 2023, the contingent liabilities with respect to grants received from the IIA, subject to repayment under these royalty agreements on future sales is $ Nil |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8:- SUBSEQUENT EVENTS In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation: The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and were prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) All intercompany accounts and transactions have been eliminated in consolidation. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2022, and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023 (the “2022 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the three and six months ended June 30, 2023, are not necessarily indicative of the results for the year ending December 31, 2023, or for any future period. As of June 30, 2023, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2022 Annual Report. |
Fair value of financial instruments | 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. 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 June 30, 2023 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 2,073 $ 2,073 Total liabilities $ - $ - $ 2,073 $ 2,073 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 |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Financial Assets and Liabilities That are Measured at Fair Value | 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 June 30, 2023 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 2,073 $ 2,073 Total liabilities $ - $ - $ 2,073 $ 2,073 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 |
Convertible Loans (Tables)
Convertible Loans (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Loans [Abstract] | |
Schedule of Fair Value of the Warrants Granted | The fair value of the conversion feature (hereafter “Convertible Component”) in the amount of $59 was calculated with the following parameters: June 30, Share price $ 0.327 80% of the lowest the volume-weighted average price $ 0.156 June 30, Share price $ 0.327 80% of the lowest the volume-weighted average price $ 0.160 August Share price $ 0.86 Dividend yield 0 % Risk-free interest rate 0.21 % Expected term (in years) 5 Volatility 176.96 % June 30, Share price $ 0.327 80% of the lowest the volume-weighted average price $ 0.160 August Share price $ 0.86 Dividend yield 0 % Risk-free interest rate 0.21 % Expected term (in years) 5 Volatility 176.96 % June 30, Share price $ 0.327 80% of the lowest the volume-weighted average price $ 0.160 |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Parties [Abstract] | |
Schedule of Related Party Transactions | The following transactions arose with related parties: Six months ended June 30, 2023 Amounts Directors Consulting Interest Total by (to) as of Director and CEO $ - $ 82 $ - $ 82 $ (13 ) CFO - 36 - 36 (5 ) Company controlled by CFO - 26 - 26 - Directors - 42 26 68 (112 ) $ - $ 186 $ 26 $ 212 $ (130 ) Six months ended June 30, 2022 Amounts Directors Consulting Interest Total by (to) as of Director and CEO $ - $ 59 $ $ 59 $ - CFO - 36 36 (18 ) Company controlled by CFO - 26 - 26 - Directors - - 5 5 (115 ) $ - $ 121 $ 5 $ 126 $ (133 ) |
Shareholders_ Deficit (Tables)
Shareholders’ Deficit (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Shareholders' Equity [Abstract] | |
Schedule of Company’s Share Capital | As of June 30, 2023 and December 31, 2022, the Company’s share capital is composed as follows: June 30, 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 4,215,571 |
Schedule of Warrant Activity | A summary of warrant activity during the six months period ended June 30, 2023, and year ended December 31, 2022 is as follows: Number Average Warrants outstanding at January 1, 2022 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 Expired - - Exercised - - Forfeited/Cancelled - - Warrants outstanding at June 30, 2023 119,000 $ 5.88 |
Schedule of Warrants are Outstanding | 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 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 | A summary of employee share options activity during the six-month period ended June 30, 2023, and for the year ended December 31, 2022, is as follows: Number Average Options outstanding at January 1, 2022 195,000 $ 0.63 Granted 45,000 1.00 Exercised - - Forfeited - - Options outstanding at December 31, 2022 240,000 $ 0.70 Granted - - Exercised - - Forfeited - - Options outstanding at June 30, 2023 240,000 $ 0.70 Options exercisable at June 30, 2023 223,750 $ 0.72 |
Schedule of Option Outstanding Activity | The following options are outstanding as of June 30, 2022: Issuance date Options Exercise Options Expiry date September 1, 2020 15,000 $ 0.70 13,750 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 72,500 December 14, 2026 November 15, 2022 45,000 $ 1.00 37,500 November 15, 2024 240,000 223,750 |
Schedule of RSU Activity | A summary of RSU activity during the six months ended June 30, 2023, and the year ended December 31, 2022 is as follows: Number RSU outstanding at January 1, 2022 196,000 Granted 370,000 Exercised - Forfeited (30,000 ) RSU outstanding at December 31, 2022 536,000 Granted - Exercised - Forfeited (5,000 ) RSU’s outstanding at June 30, 2022 531,000 |
Financial Income (Expenses) (Ta
Financial Income (Expenses) (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Financial Income (Expenses) [Abstract] | |
Schedule of Financial Income (Expenses) | FINANCIAL INCOME (EXPENSES) Three months ended Six months ended June 30, June 30, June 30, June 30, Financial income (expenses) related to interest and revaluation of convertible component in convertible loans $ (911 ) $ (250 ) $ (832 ) $ 346 Financial expenses related to warrants - - - - Foreign currency transactions and other (36 ) (10 ) (39 ) (28 ) (947 ) (260 ) (871 ) 318 |
General (Details)
General (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Nov. 05, 2020 | |
General (Details) [Line Items] | ||||
Accumulated deficit | $ (23,786) | $ (22,604) | ||
Operating cash flow | $ (357) | $ (494) | ||
Saffron Tech [Member] | ||||
General (Details) [Line Items] | ||||
Ownership percentage | 54% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - Schedule of Financial Assets and Liabilities That are Measured at Fair Value - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Significant Accounting Policies (Details) - Schedule of Financial Assets and Liabilities That are Measured at Fair Value [Line Items] | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | $ 2,073 | $ 1,327 |
Total liabilities | 2,073 | 1,327 |
Level 1 [Member] | ||
Significant Accounting Policies (Details) - Schedule of Financial Assets and Liabilities That are Measured at Fair Value [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 That are Measured at Fair Value [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 That are Measured at Fair Value [Line Items] | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | 2,073 | 1,327 |
Total liabilities | $ 2,073 | $ 1,327 |
Convertible Loans (Details)
Convertible Loans (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Dec. 20, 2022 | Dec. 14, 2022 | Jan. 26, 2022 | Dec. 17, 2021 | May 12, 2021 | Aug. 07, 2020 | Jul. 31, 2020 | Oct. 15, 2019 | Feb. 21, 2019 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Feb. 16, 2021 | |
Convertible Loans (Details) [Line Items] | |||||||||||||||
Principal loan amount | $ 550 | ||||||||||||||
Interest rate | 10% | ||||||||||||||
Revalued amount | $ 326 | ||||||||||||||
Accrued interest | $ 60 | ||||||||||||||
Loan amount | $ 20 | $ 14 | |||||||||||||
Fair value of conversion | $ 18 | ||||||||||||||
Revalued values of BCF | 18 | $ 88 | |||||||||||||
Maturity date | Jul. 31, 2022 | ||||||||||||||
Warrants granted | $ 18 | ||||||||||||||
Convertible | $ 100 | ||||||||||||||
Annual interest rate | 10% | ||||||||||||||
Weighted average price (in Dollars per share) | $ 0.7 | $ 0.7 | $ 0.63 | ||||||||||||
Intrinsic value | $ 129 | ||||||||||||||
Interest and financial income | $ 53 | $ 18 | |||||||||||||
VWAP [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Lowest the volume-weighted average price | 80% | ||||||||||||||
Minimum [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Issuance date | 6 years | ||||||||||||||
Maximum [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Issuance date | 24 years | ||||||||||||||
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 | ||||||||||||||
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 | ||||||||||||||
Accrued interest | $ 87 | ||||||||||||||
Debt converted shares (in Shares) | 1,045,521 | ||||||||||||||
Fair value of conversion | $ 59 | ||||||||||||||
Debt amount | 347 | $ 332 | |||||||||||||
Debt interest and financial expenses | $ 71 | 301 | |||||||||||||
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. | ||||||||||||||
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 | |||||||||||||
Fair value of conversion | $ 210 | ||||||||||||||
Debt amount | 1,259 | 778 | |||||||||||||
Debt interest and financial expenses | 678 | 1,101 | |||||||||||||
Revalued values of BCF | 732 | ||||||||||||||
August 2020 Loan [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Fair value of conversion | 43 | ||||||||||||||
Debt interest and financial expenses | $ 44 | ||||||||||||||
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 | ||||||||||||||
Convertible loans in short term liabilities | 259 | $ 249 | |||||||||||||
August 2020 Lenders [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Debt interest and financial expenses | $ 130 | ||||||||||||||
2020 Promissory Notes [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Conversion price (in Dollars per share) | $ 1 | ||||||||||||||
Exercise price (in Dollars per share) | $ 1.5 | ||||||||||||||
Debt amount | $ 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 | ||||||||||||||
Mr. Yannay [Member] | |||||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||||
Debt converted shares (in Shares) | 25,000 | ||||||||||||||
Weighted average price (in Dollars per share) | $ 2 |
Convertible Loans (Details) - S
Convertible Loans (Details) - Schedule of Fair Value of the Warrants Granted - $ / shares | 1 Months Ended | 6 Months Ended |
Aug. 20, 2020 | Jun. 30, 2023 | |
Monte Carlo Simulation Model [Member] | Minimum [Member] | ||
Convertible Loans (Details) - Schedule of Fair Value of the Warrants Granted [Line Items] | ||
Share price | $ 0.327 | |
80% of the lowest the volume-weighted average price | 0.156 | |
Monte Carlo Simulation Model [Member] | Maximum [Member] | ||
Convertible Loans (Details) - Schedule of Fair Value of the Warrants Granted [Line Items] | ||
Share price | 0.327 | |
80% of the lowest the volume-weighted average price | 0.16 | |
Black-Scholes-Merton Option [Member] | ||
Convertible Loans (Details) - Schedule of Fair Value of the Warrants Granted [Line Items] | ||
Share price | $ 0.86 | 0.327 |
Dividend yield | 0% | |
Risk-free interest rate | 0.21% | |
Expected term (in years) | 5 years | |
Volatility | 176.96% | |
80% of the lowest the volume-weighted average price | 0.16 | |
Monte Carlo Option [Member] | ||
Convertible Loans (Details) - Schedule of Fair Value of the Warrants Granted [Line Items] | ||
Share price | $ 0.86 | 0.327 |
Dividend yield | 0% | |
Risk-free interest rate | 0.21% | |
Expected term (in years) | 5 years | |
Volatility | 176.96% | |
80% of the lowest the volume-weighted average price | $ 0.16 |
Convertible Loans (Details) -_2
Convertible Loans (Details) - Schedule of Fair Value of the Warrants Granted (Parentheticals) | Jun. 30, 2023 $ / shares |
Monte Carlo Simulation Model [Member] | Minimum [Member] | |
Convertible Loans (Details) - Schedule of Fair Value of the Warrants Granted (Parentheticals) [Line Items] | |
Lowest the volume-weighted average price | $ 80 |
Monte Carlo Simulation Model [Member] | Maximum [Member] | |
Convertible Loans (Details) - Schedule of Fair Value of the Warrants Granted (Parentheticals) [Line Items] | |
Lowest the volume-weighted average price | 80 |
Black-Scholes-Merton Option [Member] | |
Convertible Loans (Details) - Schedule of Fair Value of the Warrants Granted (Parentheticals) [Line Items] | |
Lowest the volume-weighted average price | 80 |
Monte Carlo Option [Member] | |
Convertible Loans (Details) - Schedule of Fair Value of the Warrants Granted (Parentheticals) [Line Items] | |
Lowest the volume-weighted average price | $ 80 |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of Related Party Transactions - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||
Directors Fees | ||
Consulting Fees / Salaries | 186 | 121 |
Share based awards | 26 | 5 |
Total | 212 | 126 |
Amounts owing | (130) | (133) |
Director and CEO [Member] | ||
Related Party Transaction [Line Items] | ||
Directors Fees | ||
Consulting Fees / Salaries | 82 | 59 |
Share based awards | ||
Total | 82 | 59 |
Amounts owing | (13) | |
CFO [Member] | ||
Related Party Transaction [Line Items] | ||
Directors Fees | ||
Consulting Fees / Salaries | 36 | 36 |
Share based awards | ||
Total | 36 | 36 |
Amounts owing | (5) | (18) |
Company controlled by CFO [Member] | ||
Related Party Transaction [Line Items] | ||
Directors Fees | ||
Consulting Fees / Salaries | 26 | 26 |
Share based awards | ||
Total | 26 | 26 |
Amounts owing | ||
Directors [Member] | ||
Related Party Transaction [Line Items] | ||
Directors Fees | ||
Consulting Fees / Salaries | 42 | |
Share based awards | 26 | 5 |
Total | 68 | 5 |
Amounts owing | $ (112) | $ (115) |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) | 6 Months Ended |
Jun. 30, 2023 | |
2018 Plan [Member] | |
Shareholders’ Deficit (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. |
Shareholders_ Deficit (Detail_2
Shareholders’ Deficit (Details) - Schedule of Company’s Share Capital - Common Stock [Member] - shares | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Company's Share Capital [Abstract] | ||
Common stock shares, Authorized | 500,000,000 | 500,000,000 |
Common stock shares, Issued and outstanding | 4,215,571 | 4,215,571 |
Shareholders_ Deficit (Detail_3
Shareholders’ Deficit (Details) - Schedule of Warrant Activity - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Warrant Activity [Abstract] | ||
Number, Warrant outstanding at beginning | 119,000 | 198,750 |
Average exercise price, beginning | $ 5.88 | $ 5.4 |
Number, Warrant outstanding at ending | 119,000 | 119,000 |
Average exercise price, Warrant outstanding at ending | $ 5.88 | $ 5.88 |
Number, Granted | ||
Average exercise price, Granted | ||
Number, Expired | ||
Average exercise price, Expired | ||
Number, Exercised | ||
Average exercise price, Exercised | ||
Number, Forfeited/Cancelled | (13,750) | |
Average exercise price, Forfeited/Cancelled | $ 2 | |
Number, Forfeited/Cancelled | (66,000) | |
Average exercise price, Forfeited/Cancelled | $ 1.5 |
Shareholders_ Deficit (Detail_4
Shareholders’ Deficit (Details) - Schedule of Warrants are Outstanding - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Shareholders’ Deficit (Details) - Schedule of Warrants are Outstanding [Line Items] | ||
Warrants outstanding | 119,000 | 119,000 |
Warrants outstanding and exercisable | 119,000 | 119,000 |
October 15, 2019 [Member] | ||
Shareholders’ Deficit (Details) - Schedule of Warrants are Outstanding [Line Items] | ||
Warrants outstanding | 44,000 | 44,000 |
Exercise price per warrant (in Dollars per share) | $ 12.5 | $ 12.5 |
Warrants outstanding and exercisable | 44,000 | 44,000 |
Expiry date | Oct. 15, 2024 | Oct. 15, 2024 |
August 7, 2020 [Member] | ||
Shareholders’ Deficit (Details) - Schedule of Warrants are Outstanding [Line Items] | ||
Warrants outstanding | 50,000 | 50,000 |
Exercise price per warrant (in Dollars per share) | $ 2 | $ 2 |
Warrants outstanding and exercisable | 50,000 | 50,000 |
Expiry date | Aug. 07, 2025 | Aug. 07, 2025 |
August 11, 2020 [Member] | ||
Shareholders’ Deficit (Details) - Schedule of Warrants are Outstanding [Line Items] | ||
Warrants outstanding | 25,000 | 25,000 |
Exercise price per warrant (in Dollars per share) | $ 2 | $ 2 |
Warrants outstanding and exercisable | 25,000 | 25,000 |
Expiry date | Aug. 11, 2025 | Aug. 11, 2025 |
Shareholders_ Deficit (Detail_5
Shareholders’ Deficit (Details) - Schedule of Employee Share Options Activity - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Employee Share Options Activity [Abstract] | ||
Number, Options outstanding Beginning balance | 240,000 | 195,000 |
Average weighted exercise price, Options outstanding Beginnng balance | $ 0.7 | $ 0.63 |
Number, Options outstanding Ending balance | 240,000 | 240,000 |
Average weighted exercise price, Options outstanding Ending balance | $ 0.7 | $ 0.7 |
Number, Options exercisable outstanding Ending balance | 223,750 | |
Average weighted exercise price, Options exercisable outstanding Ending balance | $ 0.72 | |
Number, Granted | 45,000 | |
Average weighted exercise price, Granted | $ 1 | |
Number, Exercised | ||
Average weighted exercise price, Exercised | ||
Number, Forfeited | ||
Average weighted exercise price, Forfeited |
Shareholders_ Deficit (Detail_6
Shareholders’ Deficit (Details) - Schedule of Option Outstanding Activity | 6 Months Ended |
Jun. 30, 2022 shares | |
Shareholders’ Deficit (Details) - Schedule of Option Outstanding Activity [Line Items] | |
Options outstanding | 240,000 |
Options outstanding and exercisable | 223,750 |
September 1, 2020 [Member] | |
Shareholders’ Deficit (Details) - Schedule of Option Outstanding Activity [Line Items] | |
Options outstanding | 15,000 |
Exercise price per option | 0.7 |
Options outstanding and exercisable | 13,750 |
Expiry date | September 1, 2025 |
October 13, 2020 [Member] | |
Shareholders’ Deficit (Details) - Schedule of Option Outstanding Activity [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] | |
Shareholders’ Deficit (Details) - Schedule of Option Outstanding Activity [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 One [Member] | |
Shareholders’ Deficit (Details) - Schedule of Option Outstanding Activity [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] | |
Shareholders’ Deficit (Details) - Schedule of Option Outstanding Activity [Line Items] | |
Options outstanding | 80,000 |
Exercise price per option | 0.01 |
Options outstanding and exercisable | 72,500 |
Expiry date | December 14, 2026 |
November 15, 2022 [Member] | |
Shareholders’ Deficit (Details) - Schedule of Option Outstanding Activity [Line Items] | |
Options outstanding | 45,000 |
Exercise price per option | 1 |
Options outstanding and exercisable | 37,500 |
Expiry date | November 15, 2024 |
Shareholders_ Deficit (Detail_7
Shareholders’ Deficit (Details) - Schedule of RSU Activity - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of RSU Activity [Abstract] | ||
Number, RSU's outstanding at the beginning | 536,000 | 196,000 |
Number, RSU's outstanding at the end | 531,000 | 536,000 |
Number, Granted | 370,000 | |
Number, Exercised | ||
Number, Forfeited | (5,000) | (30,000) |
Financial Income (Expenses) (De
Financial Income (Expenses) (Details) - Schedule of Financial Income (Expenses) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Financial Expenses [Abstract] | ||||
Financial income (expenses) related to interest and revaluation of convertible component in convertible loans | $ (911) | $ (250) | $ (832) | $ 346 |
Financial expenses related to warrants | ||||
Foreign currency transactions and other | (36) | (10) | (39) | (28) |
Total | $ (947) | $ (260) | $ (871) | $ 318 |
Liens, Commitments (Details)
Liens, Commitments (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Liens, Commitments [Abstract] | |
Lease expires 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 | |
Tech received | $ 395 |