Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-208814 | |
Entity Registrant Name | SATIVUS TECH CORP. | |
Entity Central Index Key | 0001661600 | |
Entity Tax Identification Number | 47-2847446 | |
Entity Incorporation, State or Country Code | DE | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,215,571 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 141 | $ 176 |
Deposits | 438 | 637 |
Restricted cash | 11 | 11 |
Other current assets | 290 | 313 |
Total current assets | 880 | 1,137 |
NON-CURRENT ASSETS | ||
Right-of-use asset | 11 | 15 |
Property and equipment, net | 358 | 256 |
Total non-current assets | 369 | 271 |
Total assets | 1,249 | 1,408 |
CURRENT LIABILITIES | ||
Accounts payables | 90 | 46 |
Other current liabilities | 129 | 112 |
Convertible loans | 2,116 | 2,074 |
Fair value of convertible component in convertible loans | 633 | 885 |
Short term lease liability | 6 | 13 |
Total Liabilities | 2,974 | 3,130 |
SHAREHOLDER’S DEFICIT | ||
Ordinary shares of $0.0001 par value Authorized: 500,000,000 shares at March 31, 2024 and December 31, 2023; Issued and Outstanding: 4,215,571 and 4,215,571 shares at March 31, 2024 and December 31, 2023, respectively | 4 | 4 |
Additional Paid in capital | 20,646 | 20,640 |
Accumulated deficit | (22,858) | (22,928) |
Shareholders’ deficit | (2,208) | (2,284) |
Non-controlling interests | 483 | 562 |
Total shareholders’ deficit | (1,725) | (1,722) |
Total liabilities and shareholders’ deficit | $ 1,249 | $ 1,408 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 4,215,571 | 4,215,571 |
Common stock, 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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | ||
Research and development | $ (126) | $ (233) |
General and administrative | (89) | (160) |
Operating loss | (215) | (393) |
Financial income, net | 203 | 77 |
Net loss | (12) | (316) |
Non-controlling interests | 82 | 130 |
Net income (loss) attributable to equity holders of the Company | $ 70 | $ (186) |
Basic net income (loss) per share attributable to equity holders of the Company | $ 0.02 | $ (0.04) |
Diluted net income (loss) per share attributable to equity holders of the Company | $ 0.02 | $ (0.04) |
Weighted average number of ordinary shares used in computing basic loss per share | 4,215,571 | 4,215,571 |
Weighted average number of ordinary shares used in computing diluted loss per share | 4,215,571 | 4,215,571 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2022 | $ 4 | $ 19,756 | $ (22,604) | $ (2,844) | $ 275 | $ (2,569) |
Beginning balance, 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 | (186) | (186) | (130) | (316) | ||
Ending balance, value at Mar. 31, 2023 | $ 4 | 20,583 | (22,790) | (2,203) | 666 | (1,537) |
Ending balance, shares at Mar. 31, 2023 | 4,215,571 | |||||
Beginning balance, value at Dec. 31, 2023 | $ 4 | 20,640 | (22,928) | (2,284) | 562 | (1,722) |
Beginning balance, shares at Dec. 31, 2023 | 4,215,571 | |||||
Share Based Compensation to employees and non-employees | 6 | 6 | 3 | 9 | ||
Net income | 70 | 70 | (82) | (12) | ||
Ending balance, value at Mar. 31, 2024 | $ 4 | $ 20,646 | $ (22,858) | $ (2,208) | $ 483 | $ (1,725) |
Ending balance, shares at Mar. 31, 2024 | 4,215,571 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (12) | $ (316) |
Adjustments to reconcile loss to net cash used in operating activities: | ||
Depreciation and amortization | 13 | 10 |
Share based compensation expenses to employees and non-employees | 9 | 74 |
Financial expenses related to convertible loans and warrants | 42 | 45 |
Change in fair value of convertible component in convertible loans | (252) | (141) |
Changes in assets and liabilities: | ||
Decrease (Increase) in other accounts receivable | 23 | 10 |
Decrease (Increase) in trade payables | 17 | (13) |
Decrease (Increase) in other accounts payables | 44 | (86) |
Net cash used in operating activities | (116) | (417) |
Cash flows from investing activities: | ||
Purchase of property and equipment. net | (113) | (26) |
Decrease (increase) in restricted cash | 0 | 0 |
Decrease (increase) in deposits | 199 | |
Net cash used in investing activities | 86 | (26) |
Cash flows from financing activities: | ||
Repayment of loans | 0 | (114) |
Lease payments | (5) | (5) |
Repayment of convertible loans | 0 | (121) |
Proceeds from issuance of shares to minority interests in subsidiary | 0 | 1,273 |
Net cash provided (used) by financing activities | (5) | 1,033 |
Increase (decrease) in cash and cash equivalents and restricted cash | (35) | 590 |
Cash and cash equivalents and restricted cash at the beginning of the year | 176 | 810 |
Cash and cash equivalents at the end of the period | 141 | 1,400 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | $ 0 | $ 121 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) | $ 70 | $ (186) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
GENERAL
GENERAL | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [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 $ 22,858 116 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 three months ended March 31, 2024, 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 | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023, and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1 st 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 months ended March 31, 2024, are not necessarily indicative of the results for the year ending December 31, 2023, or for any future period. As of March 31, 2024, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2023 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: Schedule of financial assets and liabilities measured value on recurring basis Balance as of March 31, 2024 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ – $ – $ 633 $ 633 Total liabilities $ – $ – $ 633 $ 633 Balance as of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ – $ – $ 885 $ 885 Total liabilities $ – $ – $ 885 $ 885 |
CONVERTIBLE LOANS
CONVERTIBLE LOANS | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [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 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 March 31, 2024, the BCF was revalued at $ 127 On December 10, 2023, the Loan agreement as extended until June 30, 2024 The February 2019 Loan is included in the convertible loans in current liabilities as of March 31, 2024, in the amount of $ 369 361 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 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 March 31, 2024, the BCF was revalued at $ 389 On December 20, 2022, the Company paid accrued interest of the October 2019 Loan in the amount of $ 100 On January 2023, the Company paid accrued interest of the October 2019 Loan in the amount of $ 100 On December 10, 2023, the Loan agreement as extended until June 30, 2024 The October 2019 Loan is included in the convertible loans in current liabilities as of December 31, 2023, in the amount of $ 1,341 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 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 The fair value of the warrants granted was $ 35 Schedule of assumptions used for valuation 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 82 190 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: Schedule of assumptions used for valuation August 7, December 31, March 31, Share price $ 0.80 $ 0.160 $ 0.09 Dividend yield 0 0 0 Risk-free interest rate 0.13 5.26 5.23 Expected term (in years) 2 0.50 0.25 Volatility 163.31 54.14 54.14 The August 2020 Loan is included in the convertible loans in short term liabilities as of March 31, 2024 in the amount of $ 273 268 On December 10, 2023, the Loan agreement as extended until June 30, 2024. During the three months ended March 31, 2024, the Company recorded financial income related to August 2020 Loan in the amount of $ 5 d. 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 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 The fair value of the warrants granted was $ 18 Schedule of assumptions used for valuation 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 34 The Company estimated the fair value of BCF using the Monte Carlo option pricing model using the following weighted average assumptions: Schedule of assumptions used for valuation July 31, December 31, March 31, Share price $ 0.86 $ 0.160 $ 0.09 Dividend yield 0 0 0 Risk-free interest rate 0.11 5.26 5.23 Expected term (in years) 2 0.50 0.25 Volatility 164.04 54.14 54.14 During the three months ended March 31, 2024, the Company recorded financial income related to Director Loan in the amount of $ 73 2.5 |
RELATED PARTIES
RELATED PARTIES | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 4:- RELATED PARTIES The following transactions arose with related parties: Schedule of related parties Three months ended March 31, 2024 Amounts owing Directors Consulting Share based Total by (to) as of Director and CEO $ – $ 46 $ – $ 46 $ (15 ) CFO – 7 – 7 (2 ) Company controlled by CFO – 8 – 8 (3 ) Directors – 28 – 28 (138 ) $ – $ 89 $ – $ 89 $ (158 ) Three months ended March 31, 2023 Amounts owing Directors Consulting Share based Total by (to) as of Director and CEO $ – $ 30 $ – $ 30 $ – CFO – 18 – 18 (8 ) Company controlled by CFO – 13 – 13 – Directors – 2 – 2 (117 ) $ – $ 63 $ – $ 63 $ (125 ) |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 5:- SHAREHOLDERS’ DEFICIT a. As of March 31, 2024 and December 31, 2023, the Company’s share capital is composed as follows: Schedule of share capital March 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 4,215,571 b. Warrants A summary of warrant activity during the three months period ended March 31, 2024, and year ended December 31, 2023 is as follows: Schedule of warrant activity Number Average Warrants outstanding at January 1, 2023 198,750 $ 5.40 Forfeited/Cancelled (13,750 ) 2.00 Forfeited/Cancelled (66,000 ) 1.50 Warrants outstanding at December 31, 2023 119,000 5.88 Warrants outstanding at March 31, 2024 119,000 $ 5.88 The following warrants are outstanding as of December 31, 2023: Schedule of warrants outstanding 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 March 31, 2024: 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 three-month period ended March 31, 2024, and for the year ended December 31, 2023, is as follows: Schedule of share options activity Number Average weighted Options outstanding at January 1, 2023 240,000 $ 0.7 Exercised (80,000 ) 0.1 – – Options outstanding at December 31, 2023 160,000 $ 1.05 Granted – – Exercised – – Forfeited – – Options outstanding at March 31, 2024 160,000 $ 1.05 Options exercisable at March 31, 2024 160,000 $ 1.05 The following options are outstanding as of March 31, 2023: Schedule of options outstanding Issuance date Options Exercise price per option Options Expiry date September 1, 2020 15,000 $ 0.70 12,500 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 November 15, 2022 45,000 $ 1.00 45,000 November 15, 2024 240,000 160,000 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 three months ended March 31, 2024, and the year ended December 31, 2023 is as follows: Schedule of RSU activity Number RSU outstanding at January 1, 2023 536,000 Forfeited (5,000 ) RSU outstanding at December 31, 2023 531,000 RSU’s outstanding at March 31, 2024 531,000 |
FINANCIAL INCOME (EXPENSES)
FINANCIAL INCOME (EXPENSES) | 3 Months Ended |
Mar. 31, 2024 | |
Other Income and Expenses [Abstract] | |
FINANCIAL INCOME (EXPENSES) | NOTE 6:- FINANCIAL INCOME (EXPENSES) Schedule of financial income (expenses) Three months Three months March 31, March 31, 2024 2023 Financial income (expense) related to interest and revaluation of convertible component in convertible loans $ 209 $ 80 Financial expenses related to warrants – – Foreign currency transactions and other (6 ) (3 ) $ 203 $ 77 |
LIENS, COMMITMENTS
LIENS, COMMITMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
LIENS, COMMITMENTS | NOTE 7:- LIENS, COMMITMENTS Saffron leases its facility on a lease that expires on September 11, 2024 23 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 March 31, 2024, 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 | 3 Months Ended |
Mar. 31, 2024 | |
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. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023, and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1 st 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 months ended March 31, 2024, are not necessarily indicative of the results for the year ending December 31, 2023, or for any future period. As of March 31, 2024, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2023 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: Schedule of financial assets and liabilities measured value on recurring basis Balance as of March 31, 2024 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ – $ – $ 633 $ 633 Total liabilities $ – $ – $ 633 $ 633 Balance as of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ – $ – $ 885 $ 885 Total liabilities $ – $ – $ 885 $ 885 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of financial assets and liabilities measured value on recurring basis | Schedule of financial assets and liabilities measured value on recurring basis Balance as of March 31, 2024 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ – $ – $ 633 $ 633 Total liabilities $ – $ – $ 633 $ 633 Balance as of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ – $ – $ 885 $ 885 Total liabilities $ – $ – $ 885 $ 885 |
CONVERTIBLE LOANS (Tables)
CONVERTIBLE LOANS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
August 2020 Loan [Member] | Beneficial Conversion Feature [Member] | |
Short-Term Debt [Line Items] | |
Schedule of assumptions used for valuation | Schedule of assumptions used for valuation August 7, December 31, March 31, Share price $ 0.80 $ 0.160 $ 0.09 Dividend yield 0 0 0 Risk-free interest rate 0.13 5.26 5.23 Expected term (in years) 2 0.50 0.25 Volatility 163.31 54.14 54.14 |
Director Loan [Member] | Beneficial Conversion Feature [Member] | |
Short-Term Debt [Line Items] | |
Schedule of assumptions used for valuation | Schedule of assumptions used for valuation July 31, December 31, March 31, Share price $ 0.86 $ 0.160 $ 0.09 Dividend yield 0 0 0 Risk-free interest rate 0.11 5.26 5.23 Expected term (in years) 2 0.50 0.25 Volatility 164.04 54.14 54.14 |
Warrants [Member] | August 2020 Loan [Member] | |
Short-Term Debt [Line Items] | |
Schedule of assumptions used for valuation | Schedule of assumptions used for valuation August Share price $ 0.86 Dividend yield 0 Risk-free interest rate 0.21 Expected term (in years) 5 Volatility 176.96 |
Warrants [Member] | Director Loan [Member] | |
Short-Term Debt [Line Items] | |
Schedule of assumptions used for valuation | Schedule of assumptions used for valuation August Share price $ 0.86 Dividend yield 0 Risk-free interest rate 0.21 Expected term (in years) 5 Volatility 176.96 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of related parties | Schedule of related parties Three months ended March 31, 2024 Amounts owing Directors Consulting Share based Total by (to) as of Director and CEO $ – $ 46 $ – $ 46 $ (15 ) CFO – 7 – 7 (2 ) Company controlled by CFO – 8 – 8 (3 ) Directors – 28 – 28 (138 ) $ – $ 89 $ – $ 89 $ (158 ) Three months ended March 31, 2023 Amounts owing Directors Consulting Share based Total by (to) as of Director and CEO $ – $ 30 $ – $ 30 $ – CFO – 18 – 18 (8 ) Company controlled by CFO – 13 – 13 – Directors – 2 – 2 (117 ) $ – $ 63 $ – $ 63 $ (125 ) |
SHAREHOLDERS_ DEFICIT (Tables)
SHAREHOLDERS’ DEFICIT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of share capital | Schedule of share capital March 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 4,215,571 |
Schedule of warrant activity | Schedule of warrant activity Number Average Warrants outstanding at January 1, 2023 198,750 $ 5.40 Forfeited/Cancelled (13,750 ) 2.00 Forfeited/Cancelled (66,000 ) 1.50 Warrants outstanding at December 31, 2023 119,000 5.88 Warrants outstanding at March 31, 2024 119,000 $ 5.88 |
Schedule of warrants outstanding | Schedule of warrants outstanding 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 March 31, 2024: 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 share options activity | Schedule of share options activity Number Average weighted Options outstanding at January 1, 2023 240,000 $ 0.7 Exercised (80,000 ) 0.1 – – Options outstanding at December 31, 2023 160,000 $ 1.05 Granted – – Exercised – – Forfeited – – Options outstanding at March 31, 2024 160,000 $ 1.05 Options exercisable at March 31, 2024 160,000 $ 1.05 |
Schedule of options outstanding | Schedule of options outstanding Issuance date Options Exercise price per option Options Expiry date September 1, 2020 15,000 $ 0.70 12,500 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 November 15, 2022 45,000 $ 1.00 45,000 November 15, 2024 240,000 160,000 |
Schedule of RSU activity | Schedule of RSU activity Number RSU outstanding at January 1, 2023 536,000 Forfeited (5,000 ) RSU outstanding at December 31, 2023 531,000 RSU’s outstanding at March 31, 2024 531,000 |
FINANCIAL INCOME (EXPENSES) (Ta
FINANCIAL INCOME (EXPENSES) (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Income and Expenses [Abstract] | |
Schedule of financial income (expenses) | Schedule of financial income (expenses) Three months Three months March 31, March 31, 2024 2023 Financial income (expense) related to interest and revaluation of convertible component in convertible loans $ 209 $ 80 Financial expenses related to warrants – – Foreign currency transactions and other (6 ) (3 ) $ 203 $ 77 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 22,858 | $ 22,928 | |
Negative operating cash flow amount | $ 116 | $ 417 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details - Fair value on recurring basis) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] | ||
Total liabilities | $ 633 | $ 885 |
Convertible Component [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total liabilities | 633 | 885 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total liabilities | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Convertible Component [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Convertible Component [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total liabilities | 633 | 885 |
Fair Value, Inputs, Level 3 [Member] | Convertible Component [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total liabilities | $ 633 | $ 885 |
CONVERTIBLE LOANS - (Details -
CONVERTIBLE LOANS - (Details - Assumptions August 2020 Loan) - August 2020 Loan [Member] - Warrants [Member] | Aug. 07, 2020 $ / shares |
Short-Term Debt [Line Items] | |
Share price | $ 0.86 |
Dividend yield | 0% |
Risk-free interest rate | 0.21% |
Expected term (in years) | 5 years |
Volatility | 176.96% |
CONVERTIBLE LOANS (Details - As
CONVERTIBLE LOANS (Details - Assumptions Loans) - August 2020 Loan [Member] - Beneficial Conversion Feature [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
Aug. 07, 2020 | Mar. 31, 2024 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | |||
Share price | $ 0.80 | $ 0.09 | $ 0.160 |
Dividend yield | 0% | 0% | 0% |
Risk-free interest rate | 0.13% | 5.23% | 5.26% |
Expected term (in years) | 2 years | 3 months | 6 months |
Volatility | 163.31% | 54.14% | 54.14% |
CONVERTIBLE LOANS (Details - _2
CONVERTIBLE LOANS (Details - Assumptions - Director Loan) - Director Loan [Member] - Warrants [Member] | 1 Months Ended |
Aug. 31, 2020 $ / shares | |
Short-Term Debt [Line Items] | |
Share price | $ 0.86 |
Dividend yield | 0% |
Risk-free interest rate | 0.21% |
Expected term (in years) | 5 years |
Volatility | 176.96% |
CONVERTIBLE LOANS (Details - _3
CONVERTIBLE LOANS (Details - Assumptions Director Loan) - Director Loan [Member] - Beneficial Conversion Feature [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
Jul. 31, 2020 | Mar. 31, 2024 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | |||
Share price | $ 0.86 | $ 0.09 | $ 0.160 |
Dividend yield | 0% | 0% | 0% |
Risk-free interest rate | 0.11% | 5.23% | 5.26% |
Expected term (in years) | 2 years | 3 months | 6 months |
Volatility | 164.04% | 54.14% | 54.14% |
CONVERTIBLE LOANS (Details Narr
CONVERTIBLE LOANS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Dec. 10, 2023 | Dec. 20, 2022 | Aug. 07, 2020 | Jul. 31, 2020 | Jan. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 15, 2019 | Feb. 21, 2019 | |
February 2019 Lender [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible notes payable | $ 369,000 | $ 361,000 | $ 550,000 | ||||||
Debt conversion feature | 127,000 | ||||||||
Maturity date | Jun. 30, 2024 | ||||||||
October 2019 Lender [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible notes payable | 1,341,000 | $ 1,100,000 | |||||||
Debt conversion feature | 389,000 | ||||||||
Maturity date | Jun. 30, 2024 | ||||||||
Interest paid | $ 100,000 | $ 100,000 | |||||||
August 2020 Loan [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt conversion feature | 82,000 | 190,000 | |||||||
Interest and financial expenses | $ 200,000 | ||||||||
Intrinsic value conversion feature | $ 249,000 | ||||||||
Short term liabilities | 273,000 | $ 268,000 | |||||||
Debt interest and financial expenses | 5,000 | ||||||||
August 2020 Loan [Member] | Warrants [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Shares granted | 50,000 | ||||||||
Fair value warrants granted | $ 35,000 | ||||||||
Director Loan [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible notes payable | $ 100,000 | ||||||||
Debt conversion feature | 34,000 | ||||||||
Interest and financial expenses | 2,500 | ||||||||
Intrinsic value conversion feature | $ 129,000 | ||||||||
Financial income | $ 73,000 | ||||||||
Director Loan [Member] | Warrants [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Shares granted | 25,000 | ||||||||
Fair value warrants granted | $ 18,000 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Directors Fees | $ 0 | $ 0 |
Consulting Fees /Salaries | 89 | 63 |
Share based awards | 0 | 0 |
Related party expense | 89 | 63 |
Due to related party | (158) | (125) |
Director and CEO [Member] | ||
Related Party Transaction [Line Items] | ||
Directors Fees | 0 | 0 |
Consulting Fees /Salaries | 46 | 30 |
Share based awards | 0 | 0 |
Related party expense | 46 | 30 |
Due to related party | (15) | 0 |
Chief Financial Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Directors Fees | 0 | 0 |
Consulting Fees /Salaries | 7 | 18 |
Share based awards | 0 | 0 |
Related party expense | 7 | 18 |
Due to related party | (2) | (8) |
Company Controlled by CFO [Member] | ||
Related Party Transaction [Line Items] | ||
Directors Fees | 0 | 0 |
Consulting Fees /Salaries | 8 | 13 |
Share based awards | 0 | 0 |
Related party expense | 8 | 13 |
Due to related party | (3) | 0 |
Director [Member] | ||
Related Party Transaction [Line Items] | ||
Directors Fees | 0 | 0 |
Consulting Fees /Salaries | 28 | 2 |
Share based awards | 0 | 0 |
Related party expense | 28 | 2 |
Due to related party | $ (138) | $ (117) |
SHAREHOLDERS' DEFICIT (Details
SHAREHOLDERS' DEFICIT (Details - Share capital) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Equity [Abstract] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 4,215,571 | 4,215,571 |
Common stock, shares outstanding | 4,215,571 | 4,215,571 |
SHAREHOLDERS' DEFICIT (Detail_2
SHAREHOLDERS' DEFICIT (Details - Warrant activity) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | |
Equity [Abstract] | ||
Warrants outstanding at beginning | 198,750 | |
Warrant exercise price outstanding at beginning | $ 5.40 | |
Warrants outstanding Forfeited/Cancelled | (13,750) | |
Average exercise price Forfeited/Cancelled | $ 2 | |
Warrants outstanding Forfeited/Cancelled | (66,000) | |
Average exercise price Forfeited/Cancelled | $ 1.50 | |
Warrants outstanding at ending | 119,000 | |
Warrant exercise price outstanding at ending | $ 5.88 | |
Warrants outstanding | 119,000 | 119,000 |
Warrant exercise price | $ 5.88 | $ 5.88 |
SHAREHOLDERS' DEFICIT (Detail_3
SHAREHOLDERS' DEFICIT (Details - Warrants by issuance date) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants outstanding | 119,000 | 119,000 | 198,750 |
Exercise price per warrants | $ 5.88 | $ 5.88 | $ 5.40 |
Warrants outstanding and exercisable | 119,000 | 119,000 | |
Warrants 1 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants issuance date | Oct. 15, 2019 | Oct. 15, 2019 | |
Warrants outstanding | 44,000 | 44,000 | |
Exercise price per warrants | $ 12.50 | $ 12.50 | |
Warrants outstanding and exercisable | 44,000 | 44,000 | |
Warrants expiry date | Oct. 15, 2024 | Oct. 15, 2024 | |
Warrants 2 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants issuance date | Aug. 07, 2020 | Aug. 07, 2020 | |
Warrants outstanding | 50,000 | 50,000 | |
Exercise price per warrants | $ 2 | $ 2 | |
Warrants outstanding and exercisable | 50,000 | 50,000 | |
Warrants expiry date | Aug. 07, 2025 | Aug. 07, 2025 | |
Warrants 3 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants issuance date | Aug. 11, 2020 | Aug. 11, 2020 | |
Warrants outstanding | 25,000 | 25,000 | |
Exercise price per warrants | $ 2 | $ 2 | |
Warrants outstanding and exercisable | 25,000 | 25,000 | |
Warrants expiry date | Aug. 11, 2025 | Aug. 11, 2025 |
SHAREHOLDERS' DEFICIT (Detail_4
SHAREHOLDERS' DEFICIT (Details - Option activity) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
Equity [Abstract] | |||
Number of options outstanding at beginning | 160,000 | 240,000 | |
Weighted average exercise price options outstanding at beginning | $ 1.05 | $ 0.7 | |
Number of options exercised | 0 | (80,000) | |
Weighted average exercise price options exercised | $ 0 | $ 0.1 | |
Number of options granted | 0 | ||
Weighted average exercise price options granted | $ 0 | ||
Number of options forfeited | 0 | ||
Weighted average exercise price options forfeited | $ 0 | ||
Number of options outstanding at ending | 160,000 | 160,000 | |
Weighted average exercise price options outstanding at ending | $ 1.05 | $ 1.05 | |
Number of options exercisable | 160,000 | 160,000 | |
Weighted average exercise price options outstanding | $ 1.05 | $ 1.05 |
SHAREHOLDERS' DEFICIT (Detail_5
SHAREHOLDERS' DEFICIT (Details - Options by issuance date) - $ / shares | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 240,000 | 160,000 | 160,000 | 240,000 |
Exercise price per option | $ 1.05 | $ 1.05 | $ 0.7 | |
Options outstanding and exercisable | 160,000 | 160,000 | ||
Options 1 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Option issuance date | Sep. 01, 2020 | |||
Options outstanding | 15,000 | |||
Exercise price per option | $ 0.70 | |||
Options outstanding and exercisable | 12,500 | |||
Options expiry date | Sep. 01, 2025 | |||
Options 2 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Option issuance date | Oct. 13, 2020 | |||
Options outstanding | 50,000 | |||
Exercise price per option | $ 1 | |||
Options outstanding and exercisable | 50,000 | |||
Options expiry date | Oct. 12, 2023 | |||
Options 3 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Option issuance date | Nov. 03, 2020 | |||
Options outstanding | 25,000 | |||
Exercise price per option | $ 1 | |||
Options outstanding and exercisable | 25,000 | |||
Options expiry date | Oct. 25, 2025 | |||
Options 4 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Option issuance date | Nov. 03, 2020 | |||
Options outstanding | 25,000 | |||
Exercise price per option | $ 1.50 | |||
Options outstanding and exercisable | 25,000 | |||
Options expiry date | Oct. 25, 2025 | |||
Options 5 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Option issuance date | Nov. 15, 2022 | |||
Options outstanding | 45,000 | |||
Exercise price per option | $ 1 | |||
Options outstanding and exercisable | 45,000 | |||
Options expiry date | Nov. 15, 2024 |
SHAREHOLDERS' DEFICIT (Detail_6
SHAREHOLDERS' DEFICIT (Details - RSU activity) - shares | 12 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | |
Equity [Abstract] | ||
Number of RSUs outstanding at beginning | 536,000 | |
Number of RSUs forfeited | (5,000) | |
Number of RSUs outstanding at ending | 531,000 | |
Number of RSUs outstanding | 531,000 | 531,000 |
FINANCIAL INCOME (EXPENSES) (De
FINANCIAL INCOME (EXPENSES) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Offsetting Assets [Line Items] | ||
Financial income (expenses) | $ 203 | $ 77 |
Financial Income Expense Related To Interest And Revaluation Of Convertible Component In Convertible Loans [Member] | ||
Offsetting Assets [Line Items] | ||
Financial income (expenses) | 209 | 80 |
Financial Expenses Related To Warrants [Member] | ||
Offsetting Assets [Line Items] | ||
Financial income (expenses) | 0 | 0 |
Foreign Currency Transactions And Other [Member] | ||
Offsetting Assets [Line Items] | ||
Financial income (expenses) | $ (6) | $ (3) |
LIENS, COMMITMENTS (Details Nar
LIENS, COMMITMENTS (Details Narrative) - Saffron Tech [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Lease expiration date | Sep. 11, 2024 |
Annual lease payments | $ 23 |