Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Information Line Items | |
Entity Registrant Name | ALARUM TECHNOLOGIES LTD. |
Trading Symbol | ALAR |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 32,628,044 |
Amendment Flag | false |
Entity Central Index Key | 0001725332 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-38610 |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Address Line One | 30 Haarba’a Street |
Entity Address, City or Town | Tel Aviv |
Entity Address, Postal Zip Code | 6473926 |
Entity Address, Country | IL |
Title of 12(b) Security | American Depository Shares each representing ten |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Accounting Standard | International Financial Reporting Standards |
Auditor Firm ID | 1309 |
Auditor Name | Kesselman & Kesselman |
Auditor Location | Tel-Aviv, Israel |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 30 Haarba’a Street |
Entity Address, City or Town | Tel Aviv |
Entity Address, Postal Zip Code | 6473926 |
Entity Address, Country | IL |
Contact Personnel Name | Shachar Daniel |
City Area Code | +972 |
Local Phone Number | 9-8666110 |
Contact Personnel Email Address | Shachar.daniel@alarum.io |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 3,290 | $ 3,828 |
Accounts receivable: | ||
Trade, net | 1,790 | 1,496 |
Other | 760 | 713 |
Short-term restricted deposits | 560 | |
Short-term investments | 5,887 | |
Current assets | 6,400 | 11,924 |
NON-CURRENT ASSETS: | ||
Long-term restricted deposits | 127 | 84 |
Long-term deposit | 21 | 65 |
Other non-current assets | 228 | |
Property and equipment, net | 92 | 119 |
Right of use assets | 190 | 451 |
Intangible assets, net | 4,884 | 7,013 |
Goodwill | 10,429 | 10,998 |
Non-current assets | 15,971 | 18,730 |
TOTAL ASSETS | 22,371 | 30,654 |
CURRENT LIABILITIES: | ||
Trade | 2,167 | 1,219 |
Other | 2,350 | 2,839 |
Short-term bank loans | 1,606 | |
Current maturities of long-term loans | 617 | |
Contract liabilities | 1,170 | 514 |
Derivative financial instruments | 26 | 488 |
Short-term lease liabilities | 204 | 365 |
Current liabilities | 8,140 | 5,425 |
NON-CURRENT LIABILITIES: | ||
Long-term contract liabilities | 18 | |
Long-term lease liabilities | 13 | 197 |
Long-term loans | 606 | |
Deferred tax liabilities | 301 | 645 |
Liability in respect of the Israeli Innovation Authority | 182 | |
Non-current liabilities | 920 | 1,042 |
TOTAL LIABILITIES | 9,060 | 6,467 |
COMMITMENTS AND CONTINGENT LIABILITIES | ||
Ordinary shares | ||
Share premium | 95,077 | 91,112 |
Other equity reserves | 15,042 | 16,732 |
Accumulated deficit | (96,808) | (83,657) |
TOTAL EQUITY | 13,311 | 24,187 |
TOTAL EQUITY AND LIABILITIES | $ 22,371 | $ 30,654 |
Consolidated Statements of Prof
Consolidated Statements of Profit or Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [Abstract] | |||
REVENUES | $ 18,779 | $ 10,281 | $ 4,886 |
COST OF REVENUES | 8,652 | 5,145 | 2,499 |
GROSS PROFIT | 10,127 | 5,136 | 2,387 |
OPERATING EXPENSES: | |||
Research and development expenses | 4,033 | 4,771 | 2,202 |
Selling and marketing expenses | 12,187 | 8,348 | 4,215 |
General and administrative expenses | 6,762 | 7,013 | 4,197 |
Impairment of goodwill | 569 | 700 | 2,759 |
Contingent consideration measurement | (684) | 345 | |
TOTAL OPERATING EXPENSES | 23,551 | 20,148 | 13,718 |
OPERATING LOSS | (13,424) | (15,012) | (11,331) |
FINANCIAL EXPENSE | (531) | (121) | (308) |
FINANCIAL INCOME | 477 | 1,063 | 3,548 |
FINANCIAL INCOME (EXPENSE), net | (54) | 942 | 3,240 |
LOSS BEFORE TAXES ON INCOME | (13,478) | (14,070) | (8,091) |
TAX BENEFIT | 327 | 945 | 246 |
NET LOSS FOR THE YEAR | $ (13,151) | $ (13,125) | $ (7,845) |
BASIC LOSS PER SHARE (in Dollars per share) | $ (0.42) | $ (0.48) | $ (0.71) |
DILUTED LOSS PER SHARE (in Dollars per share) | $ (0.42) | $ (0.48) | $ (0.84) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED TO COMPUTE (IN THOUSANDS): | |||
BASIC (in Shares) | 31,594 | 27,106 | 11,074 |
DILUTED (in Shares) | 31,594 | 27,106 | 12,985 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Ordinary shares | Share premium | Other equity reserves | Accumulated deficit | Total |
Balance at Dec. 31, 2019 | $ 52,394 | $ 13,070 | $ (62,687) | $ 2,777 | |
Balance (in Shares) at Dec. 31, 2019 | 1,409,788 | ||||
Exercise of options | 8 | (8) | |||
Exercise of options (in Shares) | 6,282 | ||||
Exercise of warrants and pre-funded warrants | 10,506 | (6,835) | 3,671 | ||
Exercise of warrants and pre-funded warrants (in Shares) | 11,243,212 | ||||
Expiry of options | 9 | (9) | |||
Share-based payments | 742 | 742 | |||
Conversion of convertible debentures | 3,414 | 3,414 | |||
Conversion of convertible debentures (in Shares) | 1,109,708 | ||||
Public offerings, net of issuance costs of $1,563 thousand | 5,161 | 8,296 | 13,457 | ||
Public offerings, net of issuance costs of $1,563 thousand (in Shares) | 4,383,600 | ||||
Net loss for the year | (7,845) | (7,845) | |||
Balance at Dec. 31, 2020 | 71,492 | 15,256 | (70,532) | 16,216 | |
Balance (in Shares) at Dec. 31, 2020 | 18,152,590 | ||||
Exercise of options | 105 | (105) | |||
Exercise of options (in Shares) | 69,804 | ||||
Exercise of warrants | 4,881 | (1,172) | 3,709 | ||
Exercise of warrants (in Shares) | 3,090,900 | ||||
Expiry of options | 84 | (84) | |||
Share-based payments | 2,345 | 2,345 | |||
Issuance of shares in a business combination | 5,808 | 5,808 | |||
Issuance of shares in a business combination (in Shares) | 4,062,045 | ||||
Direct registered offerings, net of issuance costs of $527 thousand | 8,731 | 492 | 9,223 | ||
Direct registered offerings, net of issuance costs of $527 thousand (in Shares) | 4,615,000 | ||||
Issuance of shares for service provider | 11 | 11 | |||
Issuance of shares for service provider (in Shares) | 10,000 | ||||
Net loss for the year | (13,125) | (13,125) | |||
Balance at Dec. 31, 2021 | 91,112 | 16,732 | (83,657) | 24,187 | |
Balance (in Shares) at Dec. 31, 2021 | 30,000,339 | ||||
Exercise of options | 64 | (64) | |||
Exercise of options (in Shares) | 46,561 | ||||
Exercise of warrants and pre-funded warrants | 492 | (492) | |||
Exercise of warrants and pre-funded warrants (in Shares) | 260,000 | ||||
Expiry of options | 2,255 | (2,255) | |||
Share-based payments | 2,171 | 2,171 | |||
Issuance of shares for service provider | 104 | 104 | |||
Issuance of shares for service provider (in Shares) | 140,135 | ||||
Issuance of shares related to payment of earn-out consideration | 1,050 | (1,050) | |||
Issuance of shares related to payment of earn-out consideration (in Shares) | 2,181,009 | ||||
Net loss for the year | (13,151) | (13,151) | |||
Balance at Dec. 31, 2022 | $ 95,077 | $ 15,042 | $ (96,808) | $ 13,311 | |
Balance (in Shares) at Dec. 31, 2022 | 32,628,044 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parentheticals) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements Of Changes In Equity [Abstract] | ||
Net of issuance costs | 527 | 1,563 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss for the year | $ (13,151) | $ (13,125) | $ (7,845) |
Adjustments required to reflect the cash flows from operating activities: | |||
Effect of exchange rate differences on cash and cash equivalents and restricted deposits balances | 139 | (80) | 227 |
Depreciation and amortization | 2,043 | 1,785 | 1,363 |
Israeli Innovation Authority liability | (182) | ||
Impairment of goodwill and intangible assets | 1,022 | 700 | 2,759 |
Change in financial liabilities at fair value through profit or loss | (462) | (1,644) | (2,987) |
Change in financial assets at fair value through profit or loss | 199 | (43) | |
Interest income related to financial assets at fair value through profit or loss | (16) | (37) | |
Share-based payments | 1,679 | 2,356 | 742 |
Loss on disposal of property and equipment | 2 | ||
Lease interest | 11 | 102 | 85 |
Interest expenses related to long-term loan | 172 | ||
Interest expenses related to short-term bank loans | 39 | ||
Interest expenses related to convertible debentures | 86 | ||
Total adjustments | 4,644 | 3,141 | 2,275 |
Changes in operating asset and liability items: | |||
Decrease (increase) in trade receivables | (294) | (851) | 46 |
Decrease (increase) in other receivables | (3) | 218 | (315) |
Increase in trade payables | 948 | 944 | 25 |
Increase (decrease) in other payables | (489) | 1,523 | (165) |
Decrease in deferred tax liabilities | (344) | (973) | (247) |
Increase (decrease) in contract liabilities | 638 | 17 | (301) |
Changes in operating asset and liability, total | 456 | 878 | (957) |
Net cash used in operating activities | (8,051) | (9,106) | (6,527) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Business combination, net of cash acquired | (3,700) | (1,070) | |
Purchase of short-term investments | (19) | (5,844) | |
Sale of short-term investments | 5,707 | ||
Right-of-use assets | (6) | (9) | |
Investment in long-term deposit | (6) | (6) | |
Investment in short-term restricted deposits | (560) | ||
Investment in long-term restricted deposits | (54) | ||
Repayment of restricted deposits | 28 | ||
Repayment of long-term restricted deposits | 2 | ||
Interest income related to financial assets at fair value through profit or loss | 16 | 37 | |
Proceeds from sale of property and equipment | 3 | ||
Purchase of intangible assets | (204) | (100) | |
Purchase of property and equipment | (49) | (73) | (41) |
Net cash provided by (used in) investing activities | 5,037 | (9,796) | (1,189) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from public and private offerings | 9,750 | 15,020 | |
Offering costs in connection with public and private offerings | (527) | (1,563) | |
Israeli Innovation Authority | (8) | ||
Proceeds from exercise of options, warrants and pre-funded warrants | 3,709 | 3,671 | |
Short-term bank loans received | 2,700 | ||
Repayment of short-term bank loans | (1,100) | (4) | |
Payment of contingent consideration | (915) | (1,600) | |
Long-term loans received | 1,667 | ||
Long-term loans interest payments | (172) | ||
Long-term loans principal payments | (75) | ||
Interest expenses related to short-term bank loans | (33) | ||
Repayment of convertible debentures | (680) | ||
Lease interest payments | (11) | (102) | (85) |
Lease principal payments | (373) | (275) | (126) |
Net cash provided by financing activities | 2,603 | 11,640 | 14,625 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (411) | (7,262) | 6,909 |
EFFECT OF EXCHANGE RATE DIFFERENCES ON CASH AND CASH EQUIVALENTS | (127) | 73 | (233) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 3,828 | 11,017 | 4,341 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 3,290 | 3,828 | 11,017 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Conversion of convertible debenture into ordinary shares and warrants | 4,778 | ||
Shares issued in a business combination | 5,808 | ||
Contingent consideration assumed in a business combination | 684 | ||
Acquisition of right-of-use assets | $ 40 | $ 198 | $ 336 |
General
General | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of General Information About Financial Statements Text Block Abstract | |
GENERAL | NOTE 1 - GENERAL: a. Effective January 8, 2023, Safe-T Group Ltd. changed its name to Alarum Technologies Ltd. (collectively referred to with its wholly-owned subsidiaries as the “Company”). The Company is a global provider of internet access solutions to consumers and enterprises. b. The Company’s ordinary shares are listed on the Tel Aviv Stock Exchange (“TASE”) and as of August 17, 2018, the Company’s American Depositary Shares (“ADSs”) are listed on the Nasdaq Capital Market. c. On October 18, 2022, the Company’s board of directors approved the change of the ratio between the ordinary share of the Company and the ADS, from 1:1 to 10:1, such that each ADS will be equal to 10 ordinary shares (the “Ratio Change”). The Ratio Change became effective on November 8, 2022. This operation does not affect the Company’s ordinary share capital. All descriptions of the Company’s ADS’s in these consolidated financial statements, including ADS’s amounts and per ADS amounts, are presented after giving effect to the Ratio Change. d. The Company has suffered recurring losses from operations, has an accumulated deficit as of December 31, 2022, as well as cash outflows from operating activities in recent years. The Company expects to continue incurring losses and negative cash flows from operations until its products reach commercial profitability. The Company monitors its cash flow projections on a current basis and takes active measures to obtain the funding it requires to continue its operations. These cash flow projections are subject to various risks and uncertainties concerning their fulfilment. These factors and the risk inherent in the Company’s operations may cast significant doubt on the Company’s ability to continue as a going concern. These consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. As a U.S. SEC registrant, the Company is required to have its financial statements audited in accordance with Public Company Oversight Board (“PCAOB”) standards. References in these IFRS financial statements to matters that may cast significant doubt about the Company’s ability to continue as a going concern also raise substantial doubt as contemplated by the PCAOB standards. Management’s plans include the continued commercialization of the Company’s products and raising capital through the sale of additional equity securities, debt or capital inflows from strategic partnerships. There are no assurances, however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializing its products and raising capital, it may need to reduce activities, curtail or cease operations. |
Interests in Other Entities
Interests in Other Entities | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Interests In Other Entities Text Block Abstract | |
INTERESTS IN OTHER ENTITIES: | NOTE 2 - INTERESTS IN OTHER ENTITIES Set forth below are details regarding the Company’s subsidiaries as of December 31, 2022: Name of company In this Principal Nature of Percentage held Rate of shares Safe-T Data A.R Ltd. Safe-T Israel Enterprise cybersecurity 100 % 100 % NetNut Ltd. NetNut Israel Enterprise internet access (5) 100 % 100 % NetNut Networks Inc. (1) NetNut Inc. USA Enterprise internet access (5) - 100 % NetNut Networks LLC (2) NNNW USA Enterprise internet access (5) - 100 % CyberKick Ltd. CyberKick Israel Consumer internet access (6) 100 % 100 % Spell Me Ltd. Spell Me Seychelles Consumer internet access (6) - 100 % iShield Inc. iShield USA Consumer internet access (6) - 100 % RoboVPN Inc. (3) RoboVPN USA Consumer internet access (6) - 100 % RoboVPN Technologies Ltd. (4) Robo VPN Tech Cyprus Consumer internet access (6) - 100 % (1) Formerly Safe-T USA Inc. Merged on January 9, 2023 with NNNW (2) Formerly known as Chi Cooked LLC. Merged on January 9, 2023 with NetNut Inc. (3) Incorporated on February 16, 2022 (4) Incorporated on July 1, 2022 (5) Formerly known as enterprise privacy (6) Formerly known as consumer cybersecurity and privacy |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of significant accounting policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: a. Basis of presentation of financial statements The consolidated financial statements as of December 31, 2022 and 2021, and for each of the three years in the period ended December 31, 2022, are in compliance with International Financial Reporting Standards (“IFRS”), and interpretations issued by the IFRS Interpretations Committee applicable to companies reporting under IFRS. The consolidated financial statements comply with IFRS as issued by the International Accounting Standards Board. In connection with the presentation of these consolidated financial statements, the following should be noted: 1) The significant accounting policies described below have been applied consistently to all the years presented, unless otherwise stated. 2) The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial liabilities (including derivatives) at fair value through profit or loss, which are presented at fair value. 3) The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Company’s management to exercise its judgment in the process of applying the Company’s accounting policies. Actual results may differ materially from estimates and assumptions used by management. The Company’s critical accounting estimates and policies are impairment of goodwill, fair values of assets acquired and liabilities assumed through business combinations and revenue recognition (gross versus net basis). See Note 3 for further information. b. Consolidated financial statements Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases. Intercompany balances and transactions, including income and expenses on transactions between the Company’s subsidiaries, are eliminated. The accounting policies applied by the subsidiaries are consistent with the accounting policies adopted by the Company. c. Segment reporting Operating segments are reported in a manner consistent with the internal reporting, which are provided to the chief operating decision maker. The chief operating decision maker is the Company’s Chief Executive Officer, who is responsible for allocating resources and assessing the performance of the operating segments. As of December 31, 2022, the Company has three reportable segments. For further details, see Note 26. d. Translation of foreign currency balances and transactions 1) Functional and presentation currency Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the subsidiary operates (the “Functional Currency”). The consolidated financial statements of the Company are presented in U.S. dollars, which is the Company’s and the Company’s subsidiaries Functional Currency. 2) Transactions and balances Transactions made in a currency which is different from the functional currency are translated into the Functional Currency using the exchange rates prevailing at the dates of the transactions or valuations where the items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the end-of-year exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss as finance income (expense). e. Cash and cash equivalents Cash and cash equivalents include cash on hand, short-term bank deposits and other short-term highly liquid investments with original maturities of three months or less, which are subject to insignificant risk of changes in value. f. Trade receivables The trade receivables balance represents the unconditional right to consideration because only the passage of time is required before the payment is due from Company customers for licenses granted or services rendered in the ordinary course of business. If collection is expected within one year or less, trade receivables are classified as current assets. If not, trade receivables are presented as non-current assets. Trade receivables are initially recognized based on their transaction price, and subsequently measured at amortized cost using the effective interest method, less a provision for expected credit losses. For further details, see Note 3(l). g. Property and equipment, net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, or in case of leasehold improvements, over the shorter of the related lease period or the life of the asset. Depreciation is computed primarily over the following periods: Useful Life Computers and software 1.5-3 Office furniture and equipment 3-13 h. Goodwill Goodwill arising from a business combination represents the excess of the overall amount of the consideration transferred, the amount of any non-controlling interests in the acquired company over the net amount as of acquisition date of the identifiable assets acquired and the liabilities assumed. Impairment reviews of the cash-generating-unit (“CGU”) to which goodwill was allocated are undertaken annually and whenever there is any indication of impairment of a CGU. The carrying amount of the Company’s assets, including goodwill, is compared to its recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment loss is allocated to reduce the carrying amount of the Company’s assets at the following order: first to reduce the carrying amount of any goodwill allocated to a CGU and subsequently to the remaining assets of the Company, which fall within the scope of the International Accounting Standard (“IAS”) 36, “Impairment of Assets”, on a proportionate basis based on the carrying amount of each Company asset. Any goodwill impairment loss is recognized immediately in profit or loss and is not subsequently reversed. For the years ended December 31, 2022, 2021 and 2020, the Company recorded goodwill impairment loss of $569 thousand, $700 thousand and $2,759 thousand, respectively. For further details, see Note 8. i. Intangible assets 1) Research and development Through December 31, 2022 and 2021, the Company has not met the criteria for capitalizing development expenses as intangible assets, and accordingly, no asset has so far been recognized in the consolidated financial statements in respect of capitalized development expenses. Consequently, the research and development expenses of the Company are fully recognized as incurred. 2) Technology and customer relations a. Technology which was acquired either separately or as part of a business combination is initially measured at fair value at the acquisition date and amortized over a period of 3-10 years using the straight-line method, with such amortization classified as cost of revenues. b. Customer relations which were acquired as part of a business combination are initially measured at fair value at the acquisition date and amortized over a period 2-8 years using the straight-line method, with such amortization classified as selling and marketing expenses. j. Impairment of non-monetary assets other than goodwill An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value, less selling costs and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels of identifiable cash flows (CGUs). The Company constitutes four CGUs. Non-monetary assets, other than goodwill, that were impaired are reviewed annually for possible reversal of the impairment recognized at each statement of financial position date. For the year ended December 31, 2022, the Company recorded a total impairment loss of $453 thousand, see Note 8. For the years ended December 31, 2021 and 2020, no impairment loss was recorded. k. Government grants Government grants received from the Israeli Innovation Authority (the “IIA”) as a participation in research and development plans, fall into the scope of “forgivable loans” as defined in IAS 20, “Accounting for Government Grants and Disclosure of Government Assistance”. IIA Grants are recognized in accordance with IFRS 9, “Financial Instruments” (“IFRS 9”). If on the date on which the right for the IIA Grants is established, the Company’s management concludes that there is no reasonable assurance that the IIA Grants, to which entitlement has been established, will not be repaid, the Company recognizes a financial liability on that date, which is accounted for under the provisions of IFRS 9 regarding financial liabilities measured at amortized cost. l. Financial assets at amortized cost 1) Classification as current or non-current Financial assets at amortized cost are assets held within a business model whose objective is to hold assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortized cost are included in current assets, except for those with maturities greater than 12 months after the statement of financial position date (for which they are classified as non-current assets). 2) Recognition and measurement Financial assets at amortized cost, which are initially measured at fair value, including any transaction costs, are measured in subsequent periods at amortized cost using the effective interest method, except for trade receivables (see section f above). 3) Impairment The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost. At each reporting date, the Company assesses whether the credit risk on a financial asset has increased significantly since initial recognition. If the financial asset is determined to have low credit risk at the reporting date, the Company assumes that the credit risk on a financial asset has not increased significantly since initial recognition. The Company measures the loss allowance for expected credit losses on trade receivables that are within the scope of IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”) and on financial assets for which the credit risk has increased significantly since initial recognition based on lifetime expected credit losses. Otherwise, the Company measures the loss allowance at an amount equal to 12-month expected credit losses at the current reporting date. m. Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are assets not measured at amortized cost or fair value through other comprehensive income. Assets in this category are classified as current assets if they are expected to be settled within 12 months; otherwise, they are classified as noncurrent. Financial assets measured at fair value through profit or loss are initially recognized at fair value, and related transaction costs are expensed to profit or loss. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial assets at fair value through profit or loss are subsequently recorded at fair value. Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are presented in the consolidated statements of profit or loss under “financial income (expenses), net.” The Company’s financial assets at fair value through profit or loss represent a portfolio of debt and equity marketable securities and are presented as “short-term investments” in the consolidated statements of financial position. For further information, see Note 4. n. Financial liabilities 1) Classification The Company early adopted the narrow-scope amendment to IAS 1, “Classification of Liabilities as Current or Non-Current” from January 1, 2019, using the retrospective approach. The amendment was published in January 2020 and issued to clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period and specifically whether the entity has the right to defer settlement by at least twelve months. The amendment also affects the classification of liabilities, particularly for liabilities that can be converted into equity as it clarifies that settlement could also be considered through the entity’s own equity instruments. Accordingly, the Company classified in the consolidated statements of financial position convertible debentures and derivative financial instruments as part of current liabilities. 2) Financial liabilities at amortized cost Financial liabilities at amortized cost are initially recognized at their fair value minus transaction costs that are directly attributable to the issue of the financial liability and are subsequently measured at amortized cost. See Note 3 and Note 4 for further information. 3) Financial liabilities at fair value through profit or loss The Company designated its convertible debentures as a financial liability at fair value through profit or loss, given the conversion option derivative embedded in such instrument. Changes in the Company’s own credit risk from the date of initial recognition are negligible. The convertible debentures are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction and are adjusted to reflect the difference between the fair value at initial recognition and the transaction price (“day 1 loss”). Changes are recorded to profit or loss on a periodic basis while unrecognized day 1 loss is amortized over the contractual life of each instrument. The Company accounts for contingent consideration as financial liability at fair value through profit or loss. The contingent consideration is measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction. Changes are recorded to profit or loss on a periodic basis. o. Unrecognized day 1 loss A financial liability in which upon initial recognition the transaction price is different than its fair value is initially recognized at fair value, adjusted to reflect the day 1 loss. After initial recognition, the unrecognized day 1 loss of the said financial liability is amortized over the contractual life of each financial liability. Upon conversion or exercise of convertible debentures or warrants for which an unrecognized day 1 loss exists, the carrying amounts are classified to equity. p. Derivatives The Company accounts for warrants issued in connection with convertible debenture agreements as financial liabilities. The warrants are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction, adjusted to reflect the day 1 loss. Changes are recorded to profit or loss on a periodic basis while unrecognized day 1 loss is amortized over the contractual life of each instrument. The Company accounts also for warrants with a cashless exercise mechanism issued in a private offering as financial liabilities. The warrants are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction. Changes are recorded to profit or loss on a periodic basis. q. Trade payables Trade payables are the Company’s obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognized initially at fair value, and in subsequent periods at amortized cost using the effective interest method. r. Current and deferred income taxes The tax expenses for the reported years comprise current and deferred taxes. Taxes are recognized in the consolidated statements of profit or loss, except to the extent that they relate to items recognized directly in equity. In that case, the tax is also recognized in equity. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the financial position date in the countries where the Company operates and generates taxable income. The Company’s management periodically evaluates the tax aspects applicable to its taxable income based on the relevant tax laws and makes provisions in accordance with the amounts payable to the Israeli Tax Authorities. Deferred income tax is provided using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax liabilities are not accounted for if they arise from initial recognition of goodwill. Also, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the financial position date and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled. Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. The Company does not provide deferred income tax on temporary differences arising from investments in subsidiaries, since the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future s. Employee benefits 1) Severance pay and pension obligations A defined contribution plan is a post-employment benefits scheme under which group companies pay fixed contributions into a separate and independent entity. The Company has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The Company’s severance pay and pension obligations are generally funded through payments to insurance companies or trustee-administered funds. Under their terms, the said pension plans meet the criteria for defined contribution plan as above. 2) Vacation and recreation pay Every employee is legally entitled to vacation and recreation benefits, which are computed on an annual basis. This entitlement is based on the term of employment. The Company charges a liability and expense due to vacation and recreation pay, based on the benefits that have been accumulated for each employee. t. Share-based payments The Company operates a number of equity-settled, share-based compensation plans, under which the Company receives services from employees as consideration for equity instruments (options) of the Company. The fair value of the employee services received in exchange for the grant of the options is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted excluding the impact of any service and non-market performance vesting conditions. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. In addition, in some circumstances, employees may provide services in advance of the grant date and therefore the grant date fair value is estimated for the purposes of recognizing the expense during the period between service commencement period and grant date. At the date of each financial position, the Company revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognizes the impact of the revision to original estimates, if any, in the consolidated statements of profit or loss, with a corresponding adjustment to equity. When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium. For plans that include conditions that are not vesting conditions, any relating expenses are immediately recognized in the consolidated statements of profit or loss. When the Company revises the conditions of an equity-settled grant, the Company recognizes an additional expense, in excess of the original expense calculated for every such revision that increases the overall fair value of the granted benefit or benefits the service provider, based on the fair value at the time of revision. u. Loss per share Basic loss per share is calculated by dividing net loss for the year by the weighted average number of ordinary shares (including pre-funded warrants). When calculating the diluted loss per share, the Company adjusts the loss attributable to holders of ordinary shares and the weighted average number of shares in issue, to reflect the effect of all potentially dilutive ordinary shares, as follows: The Company adds to the weighted average number of shares in issue that was used to calculate the basic loss per share the weighted average of the number of shares to be issued assuming all shares that have a potentially dilutive effect would be converted into shares, and adjusts net loss attributable to holders of the Company’s ordinary shares to exclude any profits or losses recorded during the year with respect to potentially dilutive shares. v. Revenue recognition The Company accounts for revenue in accordance with IFRS 15. The Company applies the practical expedient for incremental costs of obtaining contracts when the associated revenues are recognized over less than one year. The Company derives its revenues mainly from the following sources: Software as a Service The Company generates revenues from the sale of subscriptions to customers who access its Software as a Service platforms. Subscription revenue is recognized ratably over the contract terms (generally up to 12 months) and is considered a single performance obligation. Advertising The Company generates revenues from the distribution of security and privacy products of third-party developers in various digital properties. Advertising revenue is recognized at the point in time when a user purchases a product of a customer and is considered a single performance obligation. Management evaluates whether its revenues should be presented on a gross basis, which is the amount that a customer pays for the service, or on a net basis, which is the amount of the customer payment less amounts the Company pays to digital property owners for placing the customers’ products on their digital property, also known as “traffic acquisition costs”. Traffic acquisition costs are based on a cost-per click or cost-per impression arrangements and are charged to cost of revenue as incurred. The evaluation to present revenue on a gross versus net basis requires significant judgment. Management has determined that it acts as the principal and recognizes revenue as it relates to these transactions on a gross basis as the Company controls the service to the customer and it is the primary obligor in the transaction w. Leases The Company accounts for leases in accordance with IFRS 16 “Leases” (“IFRS 16”). The Company’s leases include property and motor vehicle leases. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company reassesses whether a contract is, or contains, a lease only if the terms and conditions of the contract are changed. At the commencement date, the Company measures the lease liability at the present value of the lease payments that are not paid at that date, including, inter alia, the exercise price of a purchase option if the Company is reasonably certain to exercise that option. Simultaneously, the Company recognizes a right-of-use asset in the amount of the lease liability. The discount rate applied by the Company is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The lease term is the non-cancellable period for which the Company has the right to use an underlying asset, together with both the periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. After the commencement date, the Company measures the right-of-use asset applying the cost model, less any accumulated depreciation and any accumulated impairment losses and adjusted for any remeasurement of the lease liability. Assets are depreciated by the straight-line method over the estimated useful lives of the right-of-use assets or the lease period, whichever is shorter: Years Property 3-7 Motor vehicles 3 Interest on the lease liability is recognized in profit or loss in each period during the lease term in an amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. Payments associated with short-term leases are not recognized as right-of-use assets or lease liabilities but are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. x. Business combination The Company accounts for business combinations by applying the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair value of the assets transferred to the acquirer, and the liabilities incurred by the acquirer to former owners of the acquiree, in exchange for control of the acquiree. The consideration transferred also includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Identified assets acquired and liabilities assumed as part of a business combination are initially measured at fair value at the acquisition date, except for certain exceptions in accordance with IFRS 3, “Business Combinations” (Revised). Contingent consideration incurred as a part of a business combination is initially measured at fair value at the acquisition date. Subsequent changes in fair value of contingent consideration are classified as assets or liabilities, are recognized in accordance with IFRS 9 in profit or loss. y. New International Financial Reporting Standards and amendments to existing standards New standards and amendments adopted In April 2022, the International Financial Reporting Interpretations Committee (IFRIC) issued an agenda decision clarifying that an entity should present a demand deposit with restrictions on use arising from a contract with a third party as cash and cash equivalents in the statements of financial position and cash flows, unless those restrictions change the nature of the deposit such that it no longer meets the definition of cash in International Accounting Standard 7. The Company applied the agenda decision in the second quarter of 2022 retrospectively, with no impact on its consolidated statement of cash flows or the consolidated statement of financial position. New standards and amendments not yet adopted Classification of Liabilities as Current or Non-current, Amendment to IAS 1. In October 2022, further amendment to IAS 1 were issued, which clarified that covenants of loan arrangements which an entity must comply with only after the reporting date would not affect classification of a liability as current or non-current at the reporting date. However, those covenants that an entity is required to comply with on or before the reporting date would affect classification as current or non-current, even if the covenant is only assessed after the entity’s reporting date. The 2022 amendment introduce additional disclosure requirements when an entity classifies a liability arising from a loan arrangement as non-current and that liability is subject to covenants which an entity is required to comply with within twelve months of the reporting date. The amendment is effective for annual periods beginning on or after January 1, 2024. The amendment is not expected to have a material effect on the consolidated financial statements. Deferred Tax related to Assets and Liabilities arising from a Single Transaction, Amendments to IAS 12. The amendment require companies to recognize deferred tax on transactions that, on initial recognition give rise to equal amounts of taxable and deductible temporary differences. The amendment is effective for annual periods beginning on or after January 1, 2023. The amendment is not expected to have a material effect on the consolidated financial statements. Definition of Accounting Estimates, Amendments to IAS 8. The amendment clarifies how companies should distinguish changes in accounting policies from changes in accounting estimates. The distinction is important, because changes in accounting estimates are applied prospectively to future transactions and other future events, but changes in accounting policies are generally applied retrospectively to past transactions and other past events as well as the current period. The amendment is effective for annual periods beginning on or after January 1, 2023. The amendment is not expected to have a material effect on the consolidated financial statements. |
Financial Instruments and Finan
Financial Instruments and Financial Risk Management | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments and Financial Risk Management [Abstract] | |
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT | NOTE 4 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT: a. Financial risk management The Company’s activities expose it to a variety of financial risks. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance. Risk management is carried out by the Company’s finance department in accordance with a policy approved by the Board of Directors. The Company’s finance department identifies, evaluates and hedges the financial risks. The Board of Directors provides written principles for the overall management of the risks. 1) Credit risks Credit risk arises mainly from cash and cash equivalents, bank deposits, and trade receivables. The Company estimates that since the liquid instruments are mainly invested with highly rated institutions, the credit and interest risks associated with these balances are low. Credit risk of trade receivables is the risk that customers may fail to pay their debts. The Company mitigates the risk by ensuring its customer has sufficient funds to meet its needs and by selling to customers of high credit quality. No credit limits were exceeded in 2022 and 2021 and management does not expect any losses from non-performance by these counterparties beyond those that have already been recognized. 2) Market risks Foreign exchange risk The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the New Israeli Shekel (“NIS”). Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities denominated in foreign currency. The Company hedges and minimizes the foreign exchange risk by ensuring that the amounts of net current assets at a specific point in time correspond to the amount of current liabilities at that point in time. Interest rate risk The Company’s main interest rate risk arises from short-term loans with interest on the outstanding loan computed as the 3-month USD TERM SOFR rate (hereinafter – the “SOFR”), plus 5.5% fixed rate. On December 31, 2022 the annual rate of the SOFR was 4.59%, resulting on total interest rate of 10.09%. The Company regularly monitors the SOFR, as well as the SOFR forward curve. Based on that, the Company estimates that the risk associated with higher interest expenses balances is low. 3) Liquidity risk Prudent liquidity risk management requires maintaining sufficient cash and cash equivalents. The Company works to maintain sufficient cash and cash equivalents, taking into account forecasts as to the cash flows required to fund its activities, in order to minimize the liquidity risk to which it is exposed. Cash flow forecasting is performed by the Company’s finance department on a consolidated basis. The Company monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs. Surplus cash held by the operating entities of the Company over and above the balance required for working capital management is invested in interest bearing current accounts and time deposits, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the abovementioned forecasts. The table below categorizes non-derivative financial liabilities into relevant maturity groupings based on the remaining period at financial position date to the contractual maturity date. Derivative financial liabilities are included in the analysis if their contractual maturities are essential for an understanding of the timing of the cash flows. Less than Between More than U.S. dollars in thousands December 31, 2022: Lease liabilities 204 13 - Short-term bank loans 1,606 - - Long-term loans 617 540 66 Accounts payable and accruals 4,517 - - 6,944 553 66 December 31, 2021: Lease liabilities 365 197 - IIA liability - 182 - Accounts payable and accruals 4,058 - - 4,423 379 - b. Fair value estimation Below analyzes financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: ● Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). ● Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). ● Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). Level 1 financial instruments As of December 31, 2022, the Company has no financial assets measured at level 1. As of December 31, 2021, the Company has equity marketable securities measured at fair value through profit or loss, which met the level 1 criteria. As of December 31, 2021, equity marketable securities totaled to $749 thousand and are presented under “short-term investments” in the condensed consolidated statements of financial position. As of December 31, 2022 and 2021, the Company has no financial liabilities measured at level 1. Level 2 financial instruments As of December 31, 2022, the Company has no financial assets measured at level 2. As of December 31, 2021, the Company has debt marketable securities measured at fair value through profit or loss, which met the level 2 criteria. As of December 31, 2021, debt marketable securities totaled to $5,138 thousand and are presented under “short-term investments” in the condensed consolidated statements of financial position. As of December 31, 2022 and 2021, the Company has no financial liabilities measured at level 2. Level 3 financial instruments As of December 31, 2022 and 2021, the Company has no financial assets measured at level 3. As of December 31, 2022 and 2021, the Company has several financial liabilities measured at fair value through profit or loss, which met the level 3 criteria (see section d below). c. Financial assets at fair value through profit or loss The Company’s business model regarding this portfolio is to realize cash flows through the sale of its assets, rather than hold these assets to collect their contractual cash flows or both to collect contractual cash flows and to sell these financial assets. The Company is primarily focused on fair value information and uses that information to assess the assets’ performance and to make decisions. Therefore, this portfolio is classified as financial assets at fair value through profit or loss. Financial assets at fair value through profit or loss include the following: December 31 2022 2021 U.S. dollars in thousands Stocks - 291 Global debentures - 1,135 U.S. corporate debentures - 1,624 U.S. government debentures - 2,837 - 5,887 Amounts recognized in profit or loss are as follows: Year ended December 31 2022 2021 U.S. dollars in thousands Stocks investment profit (loss) (16 ) 61 Debentures investment profit (loss) (167 ) 19 (183 ) 80 d. Fair value measurements based on unobservable data (level 3) The following table presents the changes in level 3 financial instruments for each of the three years in the period ended December 31, 2022: Derivative Total Balance as of January 1, 2022 488 488 Recognition of day 1 loss within profit or loss 328 328 Changes in fair value recognized within profit or loss (790 ) (790 ) Balance as of December 31, 2022 26 26 Contingent Derivative Total Balance as of January 1, 2021 1,599 1,448 3,047 Payment of contingent consideration (915 ) - (915 ) Recognition of day 1 loss within profit or loss - 328 328 Changes in fair value recognized within profit or loss (684 ) (1,288 ) (1,972 ) Balance as of December 31, 2021 - 488 488 Contingent Convertible Derivative Total U.S. dollars in thousands Balance as of January 1, 2020 2,170 7,151 1,637 10,958 Initial recognition of financial liability 684 - 1,450 2,134 Conversion to equity or financial liability - (4,778 ) - (4,778 ) Repayment of convertible debentures - (680 ) - (680 ) Payment of contingent consideration (1,600 ) - - (1,600 ) Recognition of day 1 loss within profit or loss - - 329 329 Changes in fair value recognized within profit or loss 345 (1,693 ) (1,968 ) (3,316 ) Balance as of December 31, 2020 1,599 - 1,448 3,047 e. Financial instruments Financial U.S. dollars December 31, 2022 Assets: Cash and cash equivalents 3,290 Accounts receivable (excluding prepaid expenses) 2,236 Short-term restricted deposits 560 Long-term restricted deposits 127 Long-term deposits 21 6,234 December 31, 2021 Assets: Cash and cash equivalents 3,828 Accounts receivable (excluding prepaid expenses) 1,848 Long-term restricted deposits 84 Long-term deposit 65 5,825 Liabilities Financial Total U.S. dollars in thousands December 31, 2022 Liabilities: Lease liabilities - 217 217 Accounts payable and accruals - 4,517 4,517 Short-term bank loans - 1,606 1,606 Long-term loans - 1,223 1,223 Derivative financial instruments 26 - 26 26 7,563 7,589 December 31, 2021 Liabilities: Lease liabilities - 562 562 Accounts payable and accruals - 4,058 4,058 IIA liability - 182 182 Derivative financial instruments 488 - 488 488 4,802 5,290 Assets and liabilities, which are not measured on a recurring basis at fair value, are presented at their carrying amount, which approximates their fair value. f. Valuation processes of the Company Set forth below are details regarding the valuation processes of the Company through the years ended 2022 and 2021 (for each initial recognition, financial position date and upon conversion or exercise of such instruments): 1) Derivative financial instruments - the Company used the binomial share price model, using the following principal assumptions: Year ended December 31, 2022 2021 Risk-free interest rate 4.39 % 0.83 % Expected term (in years) 1.43 2.43 Expected volatility 69.28 % 104.07 % The Company also used the Black-Scholes model, using the following principal assumptions: Year ended December 31, 2022 2021 Risk-free interest rate 4.11%- 4.73 % 0.95% - 1.15 % Expected term (in years) 0.92- 3.39 2.86 - 3.75 Expected volatility 69.93%- 98.87 % 99.93% - 101.72 % |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Cash And Cash Equivalents Text Block Abstract | |
CASH AND CASH EQUIVALENTS | NOTE 5 - CASH AND CASH EQUIVALENTS: As of December 31, 2022 the balance of cash and cash equivalents was comprised of cash at banks and short-term bank deposits up to 3 months. As of December 31, 2021 the balance of cash and cash equivalents was comprised of cash at banks. |
Accounts Receivable - Trade, Ne
Accounts Receivable - Trade, Net | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Trade And Other Receivables Text Block [Abstract] | |
ACCOUNTS RECEIVABLE - TRADE, net | NOTE 6 - ACCOUNTS RECEIVABLE - TRADE, net: As of December 31, 2022 and 2021, the balance of accounts receivable - trade was comprised of open accounts. As of December 31, 2022, the Company has $8 thousand of provision for expected credit losses. As of December 31, 2021, the Company has no provision for expected credit losses, and has no customers that exceed their customary credit terms. For the years ended December 31, 2022, 2021 and 2020, the Company recorded a debt write-off of $24 thousand, $48 thousand and $62 thousand, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Property Plant and Equipment Text Block [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 7 PROPERTY AND EQUIPMENT, NET: December 31 2022 2021 2020 U.S. dollar in thousands Cost: Computers and software 335 461 407 Office furniture and equipment 168 162 148 Leasehold improvements 55 56 56 558 679 611 Less – accumulated depreciation (466 ) (560 ) (467 ) Property and equipment, net 92 119 144 Depreciation expenses for the years ended December 31, 2022, 2021 and 2020, were $76 thousand, $98 thousand and $164 thousand, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Intangible Assets Text Block Abstract | |
INTANGIBLE ASSETS | NOTE 8 - INTANGIBLE ASSETS: a. Composition Cost Accumulated amortization Balance at Additions Impairment Balance Balance at Additions Impairment Balance beginning during during at end beginning during during at end Amortized of year the year the year of year of year the year the year of year balance U.S. dollar in thousands 2022 Technology 6,055 - - 6,055 2,665 1,145 90 3,900 2,155 Customer relations 4,002 - - 4,002 379 531 363 1,273 2,729 Goodwill 10,998 - (569 ) 10,429 - - - - 10,429 21,055 - (569 ) 20,486 3,044 1,676 453 5,173 15,313 2021 Technology 5,059 996 - 6,055 1,575 1,090 - 2,665 3,390 Customer relations 774 3,228 - 4,002 57 322 - 379 3,623 Goodwill 5,387 6,311 (700 ) 10,998 - - - - 10,998 11,220 10,535 (700 ) 21,055 1,632 1,412 - 3,044 18,011 2020 Technology 4,959 100 - 5,059 592 983 - 1,575 3,484 Customer relations 259 515 - 774 19 38 - 57 717 Goodwill 6,877 1,269 (2,759 ) 5,387 - - - - 5,387 12,095 1,884 (2,759 ) 11,220 611 1,021 - 1,632 9,588 Amortization expenses for the years ended December 31, 2022, 2021 and 2020 were $1,676 thousand, $1,412 thousand and $1,021 thousand, respectively. Also, for the year ended December 31, 2022, the Company recorded a total impairment loss of $453 thousand, in which $363 thousand related to customer relations acquired from NNNW and $90 thousand related to technology acquired from CyKick. b. Testing of goodwill impairment For the year ended December 31, 2022 NetNut CGU The Company performed the annual goodwill impairment test as of December 31, 2022 for its NetNut CGU and determined that no adjustment to the carrying value of goodwill was necessary. The quantitative assessment for goodwill impairment included a review of the forecasted operating results. The recoverable amount was assessed by management based on value-in-use calculations. The value-in-use calculations use pre-tax cash flow projections covering a seven-year forecasted period alongside with a terminal value beyond such forecast period. Cash flows beyond the seven-year period to be generated from continuing use are extrapolated using estimated growth rate. The growth rate represents the long-term average growth prospects of this business. The key assumptions used as part purpose of the goodwill impairment test are terminal growth rate of 3%, after-tax discount rate of 25.0% and pre-tax discount rate of 27.6%. A hypothetical decrease in the growth rate of 1% or an increase of 1% to the discount rate would reduce the value-in-use by approximately $138 thousand and $475 thousand, respectively, and would not result in an impairment. As of December 31, 2022, the balance of goodwill related to the NetNut CGU amounted to $4,118 thousand. CyberKick CGU The Company performed the annual goodwill impairment test as of December 31, 2022 for its CyberKick CGU and determined that no adjustment to the carrying value of goodwill was necessary. The quantitative assessment for goodwill impairment included a review of the forecasted operating results. The recoverable amount was assessed by management based on value-in-use calculations. The value-in-use calculations use pre-tax cash flow projections covering a seven-year forecasted period alongside with a terminal value beyond such forecast period. Cash flows beyond the seven-year period to be generated from continuing use are extrapolated using estimated growth rate. The growth rate represents the long-term average growth prospects of this business. The key assumptions used as part purpose of the goodwill impairment test are terminal growth rate of 3%, after-tax discount rate of 25.0% and pre-tax discount rate of 27.5%. A hypothetical decrease in the growth rate of 1% or an increase of 1% to the discount rate would reduce the value-in-use by approximately $627 thousand and $946 thousand, respectively, and would not result in an impairment. As of December 31, 2022, the balance of goodwill related to the CyberKick CGU amounted to $6,311 thousand. NNNW CGU The Company performed a goodwill impairment test as of June 30, 2022 for its NNNW CGU and as a result recorded an impairment loss of $569 thousand. The indicators for the quantitative assessment for goodwill impairment included a decrease in forecasted operating results. For the purpose of the goodwill impairment test, the recoverable amount was assessed by management based on value-in-use calculations. The value-in-use calculations use pre-tax cash flow projections covering a 5-year forecasted period alongside with a terminal value beyond such forecast period. Cash flows beyond the 5-year period to be generated from continuing use are extrapolated using estimated growth rate. The growth rate represents the long-term average growth prospects of this business. As a result of the goodwill impairment test, the Company recorded an impairment loss of $569 thousand related to the NNNW CGU. The key assumptions used as part of the goodwill impairment test are terminal growth rate of 4%, after-tax discount rate of 22.5% and pre-tax discount rate of 27.4%. As of December 31, 2022, the entire amount of goodwill related to the NNNW CGU was impaired. For the year ended December 31, 2021 NetNut CGU The Company performed the annual goodwill impairment test as of December 31, 2021 for its NetNut CGU and determined that no adjustment to the carrying value of goodwill was necessary. The quantitative assessment for goodwill impairment included a review of the forecasted operating results, including potential substantial short-term legal affairs. The recoverable amount was assessed by management based on value-in-use calculations. The value-in-use calculations use pre-tax cash flow projections covering a seven-year forecasted period alongside with a terminal value beyond such forecast period. Cash flows beyond the seven-year period to be generated from continuing use are extrapolated using estimated growth rate. The growth rate represents the long-term average growth prospects of this business. The key assumptions used as part purpose of the goodwill impairment test are terminal growth rate of 2%, after-tax discount rate of 21.5% and pre-tax discount rate of 22.7%. A hypothetical decrease in the growth rate of 1% or an increase of 1% to the discount rate would reduce the value-in-use by approximately $331 thousand and $733 thousand, respectively, and would not result in an impairment. As of December 31, 2021, the balance of goodwill related to the NetNut CGU amounted to $4,118 thousand. CyberKick CGU The Company performed the annual goodwill impairment test as of December 31, 2021 for its CyberKick CGU and determined that no adjustment to the carrying value of goodwill was necessary. The quantitative assessment for goodwill impairment included a review of the forecasted operating results. The recoverable amount was assessed by management based on value-in-use calculations. The value-in-use calculations use pre-tax cash flow projections covering a seven-year forecasted period alongside with a terminal value beyond such forecast period. Cash flows beyond the seven-year period to be generated from continuing use are extrapolated using estimated growth rate. The growth rate represents the long-term average growth prospects of this business. The key assumptions used as part purpose of the goodwill impairment test are terminal growth rate of 3%, after-tax discount rate of 19.7% and pre-tax discount rate of 21.1%. A hypothetical decrease in the growth rate of 1% or an increase of 1% to the discount rate would reduce the value-in-use by approximately $398 thousand and $943 thousand, respectively, and would not result in an impairment. As of December 31, 2021, the balance of goodwill related to the CyberKick CGU amounted to $6,311 thousand. NNNW CGU The Company performed the annual goodwill impairment test as of December 31, 2021 for its NNNW CGU and as a result recorded an impairment loss of $700 thousand. The quantitative assessment for goodwill impairment included a review of the forecasted operating results. The recoverable amount was assessed by management based on value-in-use calculations. The value-in-use calculations use pre-tax cash flow projections covering a six-year forecasted period alongside with a terminal value beyond such forecast period. Cash flows beyond the six-year period to be generated from continuing use are extrapolated using estimated growth rate. The growth rate represents the long-term average growth prospects of this business. The key assumptions used as part purpose of the goodwill impairment test are terminal growth rate of 3%, after-tax discount rate of 17.0% and pre-tax discount rate of 21.7%. A hypothetical decrease in the growth rate of 1% or an increase of 1% to the discount rate would reduce the value-in-use by approximately $41 thousand and $69 thousand, respectively, and could trigger a potential impairment. As of December 31, 2021, the balance of goodwill related to the NNNW CGU amounted to $569 thousand. For the year ended December 31, 2020 NetNut CGU The Company performed a goodwill impairment test as of March 31, 2020, for its NetNut CGU and as a result recorded an impairment loss of $800 thousand. The indicators for the quantitative assessment for goodwill impairment included a decrease in forecasted operating results, among others, due to the COVID-19 implications. The recoverable amount was assessed by management based on value-in-use calculations. The value-in-use calculations use pre-tax cash flow projections covering a six-year forecasted period alongside with a terminal value beyond such forecast period. Cash flows beyond the six-year period to be generated from continuing use are extrapolated using estimated growth rate. The growth rate represents the long-term average growth prospects of this business. The key assumptions used as part purpose of the goodwill impairment test are terminal growth rate of 2%, after-tax discount rate of 20.9% and pre-tax discount rate of 22.9%. A hypothetical decrease in the growth rate of 1% or an increase of 1% to the discount rate would reduce the value-in-use by approximately $311 thousand and $702 thousand, respectively, and could trigger a potential impairment of its goodwill. |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2022 | |
Taxes on Income [Abstract] | |
TAXES ON INCOME | NOTE 9 - TAXES ON INCOME: a. Corporate taxation The taxable income of the Company, Safe-T and CyberKick is subject to the Israeli regular corporate tax rate which is 23%. The taxable income of NetNut, based on management opinion, meets the criteria of a Preferred Technological Enterprise under the Law for the Encouragement of Capital Investments and accordingly, eligible for a reduced tax rate of 12%. Taxable income other than taxable income from the Preferred Technological Enterprise regime is subject to the Israeli regular corporate tax rate. NetNut Inc., iShield Inc and RoboVPN are taxed at a regular U.S. federal tax rate of 21% for the tax years 2022, 2021 and 2020. NetNut Inc. and NNNW file a consolidated tax return, with NNNW’s taxation period starting from its acquisition date by NetNut Inc. Spell Me Ltd. has a 0% business tax rate based on Seychelles tax regime, as long as its profits derived outside of Seychelles. b. Tax assessments Tax assessments filed by the Company and Safe-T through 2017 are considered final. The tax assessment filed by NetNut Inc. by 2018 is considered final. NetNut, NNNW, CyberKick, iShield, Robo VPN, RoboVPN Tech and Spell Me have not received tax assessments since their incorporation. c. Carryforward tax losses Carryforward tax losses in Israel of the Company amounted to approximately $14.7 million and $7.4 million as of December 31, 2022 and 2021, respectively. Carryforward tax losses in Israel of Safe-T amounted to approximately $34.6 million and $44 million as of December 31, 2022 and 2021, respectively. Carryforward tax losses in Israel of NetNut amounted to approximately$6.4 million and $4.8 million as of December 31, 2022 and 2021, respectively. Carryforward tax losses in Israel of CyberKick amounted to approximately$3.1 million and $1.1 million as of December 31, 2022 and 2021, respectively. Carryforward tax losses in Israel has no expiration date. Carryforward tax losses for NNNW, iShield, Robo VPN, RoboVPN Tech and Spell Me as of December 31, 2022 and 2021, are immaterial. Deferred tax assets on losses for tax purposes carried forward to subsequent years are recognized if utilization of the related tax benefit against a future taxable income is expected. d. Deferred taxes Property and equipment, net Intangible assets, net Carryforward tax losses Total U.S. dollar in thousands Balance as of January 1, 2022 - (1,067 ) 422 (645 ) Changes during the year: Tax benefit - 215 129 344 Balance as of December 31, 2022 - (852 ) 551 (301 ) Balance as of January 1, 2021 (10 ) (783 ) - (793 ) Changes during the year: Initial recognition due to business combination - (825 ) - (825 ) Tax benefit 10 541 422 973 Balance as of December 31, 2021 - (1,067 ) 422 (645 ) Balance as of January 1, 2020 (33 ) (1,007 ) - (1,040 ) Changes during the year: Tax benefit 23 224 - 247 Balance as of December 31, 2020 (10 ) (783 ) - (793 ) e. Theoretical tax reconciliation Following is a reconciliation of the theoretical taxes on income, assuming all income is taxed at the regular tax rates applicable to companies in Israel (see section a above) and the actual tax expense: Year ended December 31 2022 2021 2020 % U.S. dollars % U.S. dollars % U.S. dollars Loss before taxes on income, as reported in the statement of profit or loss 23 13,478 23 14,070 23 8,091 Theoretical tax benefit (3,100 ) (3,236 ) (1,861 ) Increase in taxes resulting from permanent differences - non-deductible expenses 282 311 86 Increase in taxes resulting from losses in the reported year for which deferred taxes were not recognized 2,491 1,980 1,529 Tax benefit (327 ) (945 ) (246 ) |
Accounts Payable and Accruals
Accounts Payable and Accruals | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payable and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUALS | NOTE 10 - ACCOUNTS PAYABLE AND ACCRUALS: a. Accounts payable - other December 31 2022 2021 U.S. dollars in thousands Accrued expenses 1,058 1,469 Employees and related institutions 1,292 1,345 Government institutions - 25 2,350 2,839 b. The carrying amount of accounts payable, which are financial liabilities, is a reasonable approximation of their fair value since the effect of discounting is immaterial. |
Credit Line and Short-Term Bank
Credit Line and Short-Term Bank Loans | 12 Months Ended |
Dec. 31, 2022 | |
Credit Line And Short Term Bank Loans Table Abstract | |
CREDIT LINE AND SHORT-TERM BANK LOANS | NOTE 11 - CREDIT LINE AND SHORT-TERM BANK LOANS On May 25, 2022, CyberKick entered into a revolving line of credit agreement with United Mizrahi-Tefahot Bank Ltd. in an amount of up to $2 million for a period of 12 months, at an interest rate of Secured Overnight Financing Rate (“SOFR”) plus 5.5% per annum, to be paid quarterly for the actual withdrawn balance. The line of credit is limited at a 3X multiple on the most updated monthly revenues of CyberKick, is secured against all of the assets of CyberKick, is guaranteed by the Company and includes a refundable deposit by the Company of $500 thousand. The line of credit is consummated by revolving 3-month loans. As of December 31, 2022, the balance of all revolving 3-month loans was $1.6 million including accrued and unpaid interest of $6 thousand. Interest expenses in regard to the line of credit were $39 thousand for the year ended December 31, 2022. |
Strategic Funding
Strategic Funding | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Interest In Funds Text Block Abstract | |
STRATEGIC FUNDING | NOTE 12 - STRATEGIC FUNDING: General On August 8, 2022, the Company signed a strategic funding agreement with O.R.B. Spring Ltd. (“O.R.B.”) of up to $4 million to support the further growth of its consumer privacy solutions and accelerate its customer acquisition program. Under the terms of the agreement, O.R.B. will provide the Company with a cash commitment of $2 million (Tranches 1-2) with an additional $2 million (Tranches 3-8) available subject to achievement of a certain financial milestone. The funding, made through a series of cash installments through July 2023, will be allocated specifically towards the Company’s customer acquisition program for its consumer privacy solution. On October 27, 2022, the Company signed an amendment to the O.R.B agreement which provides for a cancellation of the milestone, as defined in the O.R.B agreement, as well as removed any discretion previously granted to O.R.B in connection with the additional $2 million funding. As a result, O.R.B. cash commitment increased to $4 million. Also, the parties agreed that Tranche 2 at the amount of $1 million which was planned to be funded in November 2022, will be divided to 3 sub-tranches of $333,333 each, to be funded equally in November 2022, December 2022 and January 2023. The Company will repay the funding using a revenue share model that is based on sales generated only from customers of the new consumer privacy solution acquired with each funding installment. Each such funding installment shall be repaid within two years and if the repayments does not cover 100% of the installments, then the Company will cover the remaining amounts, in cash or shares, at its sole discretion. Once the investment amount has been repaid in full, the Company and O.R.B shall share the attributed revenue in equal parts (50:50) until the lapse of five years after the date on which each installment was received by the Company. In consideration for the cash commitment, the Company granted 5,006,386 warrants that will be exercisable at prices reflecting premiums ranging from approximately 130% to 300% of share price at the time of the agreement, for periods of up to 3 years from the vesting dates of the warrants, as detailed below: ● 2,068,966 Series A Warrants with exercise price of $0.725 per share, of which, 1,034,483 (representing 50%) are fully vested, and the remaining 1,034,438 vested on December 1, 2022 ● 344,828 Series B Warrants with exercise price of $1.45 per share, of which, 172,414 (representing 50%) are fully vested, and the remaining 172,414 vested on December 1, 2022 ● 2,222,222 Series C Warrants with exercise price of $0.675 per share, of which, 1,111,111 (representing 50%) will vest on March 1, 2023, and the remaining 1,111,111 will vest on September 1, 2023 ● 370,370 Series D Warrants with exercise price of $1.35 per share, of which, 185,185 (representing 50%) shall vest on March 1, 2023, and the remaining 185,185 will vest on September 1, 2023. In case that the Company will not exercise the funding or a portion of it, with respect to Tranches 3-8, until September 1, 2023, then up to 50% of each of the Series C Warrants and Series D Warrants will be cancelled, pro rata, to the amounts of funding not withdrawn. The Company shall have the right to require the exercise of all or any portion of the warrants if the closing price of the Company’s Ordinary Shares exceeds 150% of the respective exercise price of each series of warrants for three consecutive trading days. Accounting treatment The Company accounted for the above warrants, which represent the consideration for providing the cash commitment, in accordance with the provisions of IFRS 2 “Share-based payment”. As such, the fair value of the warrants was treated as transaction costs, and are allocated to each tranche. Total transaction costs recognized by the Company totaled to $596 thousand, representing the fair value of Series A and B Warrants, and 50% of the fair value of Series C and D Warrants, due to the fact that up to 50% of each one of them are subject to cancellation in the case that the Company will not exercise the funding or a portion of it, with respect to Tranches 3-8. These transaction costs were recorded under “other non-current assets” in the consolidated statements of financial position and are allocated to each tranche drawdown on a pro rata basis, while the remaining 50% of the fair value of Series C and D Warrants will be allocated to each tranche on a pro rata basis at the drawdown date. The fair value of Series A and B Warrants, and the fair value of 50% of Series C and D Warrants, was determined using the binomial share price model using the following principal assumptions: risk-free interest rate 3.14%-4.30%, expected term (in years) 3.01-3.85, expected volatility 95.76%-99.96%. The Company recognized a financial liability for each tranche upon drawdown, at the amount drawn less transaction costs attributable to that tranche. Upon initial recognition, the effective interest rate is calculated by estimating the future cash flows throughout the expected life of that tranche, taking into account the transaction costs allocated to that tranche. The weighted effective interest rate upon the initial recognition was approximately 34.92% per year. During the year December 31, 2022, the Company withdrew an aggregate amount $1.67 million, and transaction costs of $369 thousand were allocated in parallel to such amounts. In addition, an amount of $247 thousand was repaid to O.R.B. based on the actual customers’ payments, according to the revenue share model. Interest expenses in regard to the O.R.B agreement were $172 thousand for the year ended December 31, 2022. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Commitments Text Block [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 13 - COMMITMENTS AND CONTINGENT LIABILITIES: a. Royalties payable to the IIA On July 2, 2018, Safe-T completed the purchase of the intellectual property of CyKick Ltd. (“CyKick”) As part of such purchase, Safe-T committed to take CyKick’s liability of $374 thousand to pay royalties to the IIA on proceeds from sales of products in the research and development of which the IIA participated by way of grants. Royalties are payable at the rate of 3% to 3.5% of the proceeds from such sales. For the year ended December 31, 2022, the Company paid no royalties. On November 27, 2022, following the Company’s request, the IIA agreed to close the plan, waiving any commitments by the Company. b. Bright Data Action On June 11, 2020, Bright Data Ltd. (formerly Luminati Networks Ltd.) (“Bright Data”) filed an action alleging infringement by NetNut, as well as claims of trade secret misappropriation. On December 10, 2021, the case was dismissed without prejudice as part of a settlement by the parties. On June 18, 2021, Bright Data filed an action alleging infringement of two U.S. Patents by NetNut. Bright Data amended its complaint on October 11, 2021, to assert infringement of additional three US Patents, as well as a claim for alleged false advertising. On May 17, 2022, the case was dismissed with prejudice as part of a settlement by the parties. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Leases Text Block Abstract | |
LEASES | NOTE 14 - LEASES: a. Right-of-use assets Property Motor vehicles Total U.S. dollars in thousands Cost: Balance as of January 1, 2022 763 156 919 Additions - 45 45 Disposals - (21 ) (21 ) Balance as of December 31, 2022 763 180 943 Accumulated amortization: Balance as of January 1, 2022 (413 ) (55 ) (468 ) Additions (230 ) (61 ) (291 ) Disposals - 6 6 Balance as of December 31, 2022 (643 ) (110 ) (753 ) 120 70 190 Cost: Balance as of January 1, 2021 639 171 810 Additions 124 83 207 Disposals - (98 ) (98 ) Balance as of December 31, 2021 763 156 919 Accumulated amortization: Balance as of January 1, 2021 (204 ) (63 ) (267 ) Additions (209 ) (66 ) (275 ) Disposals - 74 74 Balance as of December 31, 2021 (413 ) (55 ) (468 ) 350 101 451 b. Lease liabilities Property Motor vehicles Total U.S. dollars in thousands Balance as of January 1, 2022 459 103 562 Additions - 40 40 Disposals - (12 ) (12 ) Interest expense 9 2 11 Payments (315 ) (69 ) (384 ) Balance as of December 31, 2022 153 64 217 Short-term lease liabilities 153 51 204 Long-term lease liabilities - 13 13 Balance as of December 31, 2022 153 64 217 Balance as of January 1, 2021 534 129 663 Additions 124 74 198 Disposals - (30 ) (30 ) Interest expense 92 10 102 Payments (291 ) (80 ) (371 ) Balance as of December 31, 2021 459 103 562 Short-term lease liabilities 306 59 365 Long-term lease liabilities 153 44 197 Balance as of December 31, 2021 459 103 562 Expense relating to short-term leases for the years ended December 31, 2022, 2021 and 2020, amounted to $111 thousand, $58 thousand and $123 thousand, respectively. |
Retirement Benefits Obligation
Retirement Benefits Obligation | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Retirement Benefits Obligation Abstract | |
RETIREMENT BENEFITS OBLIGATION | NOTE 15 - RETIREMENT BENEFITS OBLIGATION: a. Liability for employee rights upon retirement Labor laws and agreements require the Company to pay severance pay and/or pensions to employees dismissed or retiring from their employ in certain other circumstances. The amounts of benefits those employees are entitled to upon retirement are based on the number of years of service and the last monthly salary. Also, under labor laws and labor agreements in effect, including the Expansion Order (Combined Version) for Obligatory Pension under the Collective Agreements Law of 1957 (the “Expansion Order”), the Company is liable to make deposits with provident funds, pension funds or other such funds, to cover its employees’ pension insurance as well as some of its severance pay liabilities. Under the terms of the Expansion Order, the Company deposits for severance pay as required under the Expansion Order as well as other deposits made by those companies “in lieu of severance pay” and which were announced as such as required under the Expansion Order, replace all payment of severance pay under Section 14 of the Israeli Severance Pay Law, 1963 (the “Severance Pay Law”) with respect to the wages, components, periods and rates for which the deposit alone was made. b. Defined contribution plans The Company’s severance pay liability to Israeli employees for which the said liability is covered under section 14 of the Severance Pay Law is covered by regular deposits with defined contribution plans. The amounts funded as above are not reflected in the consolidated statements of financial position. The amounts recognized as expense in respect of defined contribution plans in 2022, 2021 and 2020, are $319 thousand, $276 thousand and $177 thousand, respectively. |
Share Based Payment
Share Based Payment | 12 Months Ended |
Dec. 31, 2022 | |
Share Based Payment [Abstract] | |
SHARE BASED PAYMENT | NOTE 16 - SHARE BASED PAYMENT: a. The Company maintains a share-based payment plan for employees, directors and consultants (the “Plan”). According to the Plan, the options vest over a period of up to four years, and their term period is ten years. Nevertheless, the board of directors is qualified to resolve on different vesting terms. Below is a summary of the Company’s grants under the Plan during 2022, 2021 and 2020: Date of grant Options Exercise Fair value at Volatility Risk free Expected 2022 March 13, 2022 84,000 2.48 59 93.01 % 2.08 % 10 May 30, 2022 323,000 0.00-2.14 125 92.55 % 2.57 % 10 August 31, 2022 228,000 1.79 63 91.14 % 2.97 % 10 November 28, 2022 1,673,060 1.27 295 91.09 % 3.30 % 10 December 19, 2022 1,020,000 1.51 116 90.78 % 3.37 % 10 December 21, 2022 20,000 1.07 2 90.78 % 3.47 % 10 2021 March 7, 2021 298,755 6.27 267 97.59 % 1.27 % 10 April 13, 2021 110,000 5.20 94 97.42 % 0.50%-1.18 % 5-10 August 25, 2021 1,657,572 4.00 1,117 94.98% - 106.19 % 0.17%-1.14 % 3-10 September 19, 2021 483,750 4.60 291 94.56 % 1.24 % 10 October 6, 2021 12,500 4.00 8 106.19 % 0.17 % 3 October 17, 2021 12,500 4.00 8 106.19 % 0.17 % 3 2020 February 25, 2020 (1) 13,171 0.04 27 - - 3 May 26, 2020 (1) 7,672 0.00 10 - - 3 August 2, 2020 1,282,250 0.00-6.04 1,341 99.89% - 109.54 % 0.16%-0.71 % 3-10 August 30, 2020 7,500 5.23 5 99.08 % 0.74 % 10 September 15, 2020 911,250 6.04 483 98.66% - 120.99 % 0.07%-0.82 % 1.5-10 December 23, 2020 (1) 10,560 0.00 13 - - 3 (1) Fully vested at grant date, calculated according to the intrinsic value at the date of grant. (2) The early exercise multiple used for the fair value calculations for grants during 2022, 2021 and 2020 is 2.5 for each offeree. (3) Volatility is based on volatility data of the traded share price of the Company. b. Movement in the number of share options outstanding and their related weighted average exercise prices are as follows: 2022 2021 2020 Number of options Average exercise price ($) Number of options Average exercise price ($) Number of options Average exercise price ($) Outstanding at beginning of year: 4,235,525 1.52 2,206,321 2.00 6,532 248 Granted 3,348,060 0.40 2,575,077 1.31 2,232,403 1.20 Exercised (46,561 ) - (69,807 ) - (6,282 ) - Forfeited (277,196 ) 1.51 (472,898 ) 1.23 (26,250 ) 1.60 Expired (258,028 ) 4.52 (3,168 ) 19.75 (82 ) 1,042 Outstanding at end of year 7,001,800 0.88 4,235,525 1.52 2,206,321 2.00 Exercisable at end of year 2,087,181 1.31 883,567 2.19 147,729 6.00 c. The following table summarizes information about exercise price and the remaining contractual life of options outstanding at the end of 2022, 2021 and 2020: 2022 2021 2020 Exercise prices ($) Number outstanding at end of year Remaining contractual life (in years) Number outstanding at end of year Remaining contractual life (in years) Number outstanding at end of year Remaining contractual life (in years) 0.00-0.01 589,668 0.15-9.42 506,231 1.15-9.65 622,621 1.15-8.59 0.31-0.76 3,118,060 9.20-9.97 - - - - 1.23-1.89 3,294,072 0.59-8.65 3,722,972 1.58-9.65 1,577,250 8.59-8.71 46.62-1,554.54 - - 6,322 0.08-6.47 6,450 0.75-6.47 7,001,800 4,235,525 2,206,321 d. Shares issuance to service providers During the year ended December 31, 2022, the Company issued 140,135 ordinary shares to service providers for a total estimated fair value of $104 thousand. e. Warrants grant to service providers 1. On December 1, 2020, the Company issued 5,000 warrants to a certain service provider, which can be exercised into 5,000 ADSs (50,000 ordinary shares) using a cashless mechanism. The exercise price of the warrants is $10.15 per ADS, they vest 50% upon issuance and 50% following 6 months from the date of grant, and their expiration date is 3 years from the date of issuance. As of December 31, 2022, no warrants were exercised. The fair value of the warrants which was computed according to the Black-Scholes model, amounted to $37 thousand. This value is based on the following assumptions: expected volatility of 116.1%, risk free interest of 0.22% expected term until exercise of 2.92 years. Volatility is based on volatility data of the traded share price of the Company for periods matching the expected term of the warrant until exercise. e. Warrants grant to service providers 2. On December 27, 2021, the Company issued 10,000 fully vested warrants to a certain service provider, which can be exercised into 10,000 ADSs (100,000 ordinary shares) within 5 years from the date of grant. 5,000 warrants can be exercised at a price of $12.5 per warrants, and additional 5,000 warrants can be exercise in an exercise price of $20.0 per warrant. As of December 31, 2022, no warrants were exercised. The fair value of the warrants which was computed according to the Black-Scholes model, amounted to $53 thousand. This value is based on the following assumptions: expected volatility of 104.71%, risk free interest of 1.42%, expected term until exercise of 5 years. Volatility is based on volatility data of the traded share price of the Company for periods matching the expected term of the warrant until exercise. f. Expenses recognized in the financial statements The costs which were recognized in the Company’s financial statements in respect of services received from its employees and consultants are presented in the table below: Year ended December 31 2022 2021 2020 U.S. dollar in thousands Share-based payment plans 1,679 2,356 742 The plans are intended to be governed under rules set for that purpose in the Plan. The exercise prices of the options that are exercisable into shares as of December 31, 2022, range between $0.00 to $1.89. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders Equity Disclosure Abstract | |
SHAREHOLDERS' EQUITY | NOTE 17 - SHAREHOLDERS’ EQUITY a. Share capital As of December 31, 2022 and 2021, the Company’s share capital is composed as follows: Number of shares Authorized Issued and Authorized Issued and December 31, 2022 December 31, 2021 Ordinary shares of no-par value 75,000,000 32,628,044 75,000,000 30,000,339 The last reported market price for the Company’s securities on December 31, 2022, was $2.40 per ADS on the Nasdaq and ILS0.826 per share on the TASE (based on the exchange rate reported by the Bank of Israel for that date). b. Rights conferred by Ordinary shares The ordinary shares confer upon their holders’ voting rights, the right to receive dividends, the right to a share in excess assets upon liquidation of the Company and other rights as set out in the Company’s articles of association. c. Share issuance 1. On April 2, 2020, the Company completed a registered direct offering of $720 thousand, before deducting offering costs. The offering consisted of 45,000 ADSs at a price per ADS of $16.0. On April 23, 2020, the Company completed an underwritten public offering of approximately $8.4 million, before deducting underwriting discounts, commissions and other offering costs of $1,093 thousand. The offering consisted of (i) 85,860 units (the “April 2020 Units”) of ADSs and warrants to purchase one ADS per warrant (the “April 2020 Warrants”), with each Unit consisting of one ADS and one Warrant, and (ii) 677,750 pre-funded units (the “April 2020 Pre-Funded Units”), with each April 2020 Pre-Funded Unit consisting of a pre-funded warrant to purchase one ADS (an “April 2020 Pre-Funded Warrant”) and one April 2020 Warrant. Each April 2020 Unit was sold at a price of $1.1 per unit, and each April 2020 Pre-Funded Unit was sold at a price of $10.99 per unit, including an exercise price of $0.01 per full ADS. The April 2020 Pre-Funded Warrants are exercisable at any time after the date of issuance upon payment of the exercise price. The April 2020 Warrants have a per ADS exercise price of $12.0 per full ADS, are exercisable immediately, and will expire five years from the date of issuance. The Company granted the underwriter a 45-day option to purchase up to an additional 114,542 ADSs and/or April 2020 Warrants to cover over-allotments, if any. The underwriter did not exercise its option. On July 22, 2020, the Company closed a registered direct offering. The offering included the issuance of 307,500 ADSs at a purchase price of $14.0 per ADS, and 114,500 pre-funded warrants (the “July 2020 Pre-Funded Warrants”). The July 2020 Pre-Funded Warrants were sold at a price of $14.0 each, including the July 2020 Pre-Funded Warrant exercise price of $0.01 per full ADS. The July 2020 Pre-Funded Warrants will be exercisable at any time after the date of issuance upon payment of the exercise price. The offering resulted in gross proceeds to the Company of approximately $5.9 million. offering costs totaled to $401 thousand. As of December 31, 2022, all the April 2020 Pre-Funded Warrants were exercised into 677,750 ADSs in exchange for an aggregate exercise amount of approximately $7.5 million. Also, 614,990 April 2020 Warrants were exercised into 614,990 ADSs in exchange for an aggregate exercise amount of approximately $7 thousand. 2. On February 18, 2021, the Company completed a registered direct offering of approximately $9,750 thousand, before deducting offering costs of $527 thousand. The offering consisted of (i) 461,500 ADSs at a purchase price of $20.00 per ADS, and (ii) 26,000 pre-funded warrants (the “February 2021 Pre-Funded Warrants”) each to purchase one ADS. As of December 31, 2022, all of the February 2021 Pre-Funded Warrants were exercised. 3. On July 17, 2022, the Company issued 2,181,009 ordinary shares to CyberKick’s founders as a consideration for the first millstone, representing earn-out payment of $1,050 thousand. See Note 18. d. At the Market Sales Agreement In November 2022, the Company entered into an At The Market (“ATM”) Sales Agreement with ThinkEquity LLC (“Think Equity”), pursuant to which the Company may offer and sell, from time to time, through Think Equity, for an aggregate offering price of up to $5 million. For more details see Note 27b. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Business Combinations Text Block Abstract | |
BUSINESS COMBINATIONS | NOTE 18 - BUSINESS COMBINATIONS Acquisition of CyberKick On July 4, 2021, the Company completed the acquisition of all issued and outstanding share capital of CyberKick, which provides solutions for security and privacy tools developers and consumers. The initial consideration paid was $9.3 million, which consisted of cash consideration of $3.7 million and equity consideration of $5.6 million paid by the issuance of 4,062,045 ordinary shares of the Company (based on the average weight of the share price for an agreed period prior to the acquisition). The consideration may be increased by an additional earn-out payment of up to $3 million to CyberKick’s founders, subject to certain revenue targets of CyberKick during the first and second year following the closing of the transaction, provided that the entitlement shall be only of the founders who are still engaged by CyberKick at such time. The Company may decide, at its sole discretion, to pay the earn-out consideration in equity, in whole or in part. The costs associated with the acquisition were approximately $215 thousand and are recorded in general and administrative expense. The acquisition date fair value of the consideration transferred was $9,508 thousand, which consisted of the following: July 4, U.S. dollar in Consideration: Cash 3,700 Fair value of ordinary shares issued 5,808 9,508 The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition: July 4, U.S. dollar in Customer relations 3,228 Technologies 792 Deferred tax liabilities (825 ) Property and equipment, net 2 Goodwill 6,311 Net assets acquired 9,508 The estimated useful life of the acquired technologies is 10 years, and the customer relations is between 2 to 8 years. Goodwill primarily represented the value of assembled workforce. The Company issued 4,062,045 ordinary shares with an estimated fair value of $5,808 thousand, representing $1.43 per share. The fair value of ordinary shares issued was determined using the Company’s market price per share in the TASE as of the closing date, translated into U.S. dollars using the exchange rate as of such date. The Company assumed earn-out consideration to CyberKick’s founders with an estimated fair value of $3 million at the acquisition date. The fair value of the earn-out consideration was allocated to future services and continued employment and will be expensed as share based payment over the remaining service periods. From the date of acquisition through December 31, 2021, CyberKick has contributed $3,389 thousand to the revenue of the Company and has increased the net loss of the Company by $1,478 thousand. If the business combination had taken place on January 1, 2021, consolidated unaudited pro forma revenue and net loss would have been $12,572 thousand and $13,571 thousand, respectively, for the year ended December 31, 2021. |
Revenues and Cost of Revenues
Revenues and Cost of Revenues | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Revenues And Cost Of Revenues Abstract | |
REVENUES AND COST OF REVENUES | NOTE 19 - REVENUES AND COST OF REVENUES: a. Revenues Year ended December 31 2022 2021 2020 U.S. dollar in thousands Software as a Service 11,850 7,328 3,839 Advertising services 6,699 2,325 - Software licenses 28 227 447 Software support services 202 401 587 Other services - - 13 18,779 10,281 4,886 The Company recognized $514 thousand, $441 thousand and $562 thousand of revenue in 2022, 2021 and 2020, respectively, related to contract liability balances at the beginning of the respective annual periods. b. Cost of revenues Year ended December 31 2022 2021 2020 U.S. dollar in thousands Payroll and related expenses 366 465 257 Clearing fees 1,113 213 - Traffic acquisition costs 3,070 1,118 - Share-based payment 33 53 5 Internet services providers 2,135 1,747 973 Networks and servers 570 341 129 Amortization and impairment of intangible assets and depreciation 1,244 1,156 1,084 Other 121 52 51 8,652 5,145 2,499 |
Research and Development Expens
Research and Development Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Research And Development Expense Text Block Abstract | |
RESEARCH AND DEVELOPMENT EXPENSES | NOTE 20 - RESEARCH AND DEVELOPMENT EXPENSES: Year ended December 31 2022 2021 2020 U.S. dollar in thousands Payroll and related expenses 2,355 2,086 999 Share-based payment 525 770 124 Subcontractors 900 1,429 911 Other 253 486 168 4,033 4,771 2,202 |
Selling and Marketing Expenses
Selling and Marketing Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Selling And Marketing Expenses Abstract | |
SELLING AND MARKETING EXPENSES | NOTE 21 - SELLING AND MARKETING EXPENSES: Year ended December 31 2022 2021 2020 U.S. dollar in thousands Payroll and related expenses 3,600 3,471 2,701 Media costs 5,572 2,067 - Share-based payment 635 943 299 Professional fees 131 576 461 Marketing 868 523 440 Amortization and impairment of intangible assets and depreciation 1,001 416 39 Other 380 352 275 12,187 8,348 4,215 |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of General And Administrative Expense Text Block Abstract | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 22 - GENERAL AND ADMINISTRATIVE EXPENSES: Year ended December 31 2022 2021 2020 U.S. dollar in thousands Payroll and related expenses 1,682 1,678 1,130 Share-based payment 486 587 326 Professional fees 4,009 4,320 2,184 Other 585 428 557 6,762 7,013 4,197 |
Financial Expenses, Net
Financial Expenses, Net | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Finance Income Cost Text Block Abstract | |
FINANCIAL EXPENSES, NET | NOTE 23 - FINANCIAL EXPENSES, NET: Year ended December 31 2022 2021 2020 U.S. dollar in thousands Finance expenses: Bank fees and interest (117 ) (121 ) (152 ) Issuance expenses - - (156 ) Interest expenses (212 ) - - Changes in financial assets at fair value through profit or loss (167 ) - - Exchange rate differences (35 ) - - Total finance expenses (531 ) (121 ) (308 ) Financing income: Changes in financial liabilities at fair value through profit or loss, including day 1 loss 461 961 3,245 Changes in financial assets at fair value through profit or loss - 80 - Interest income 16 8 14 Exchange differences - 14 289 Total financing income 477 1,063 3,548 Financing income (expenses), net (54 ) 942 3,240 |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Earnings Per Share Text Block Abstract | |
LOSS PER SHARE | NOTE 24 - LOSS PER SHARE: a. Basic Basic loss per share is calculated by dividing the loss attributable to Company’s owners by the weighted average number of issued ordinary shares in issue (including pre-funded warrants). Year ended December 31 2022 2021 2020 Loss attributable to Company’s owners (U.S. dollars in thousands) (13,151 ) (13,125 ) (7,845 ) The weighted average of the number of ordinary shares in issue (in thousands) 31,594 27,106 11,074 Basic loss per share (U.S. dollar) (0.42 ) (0.48 ) (0.71 ) b. Diluted The Company adjusts the loss attributable to holders of ordinary shares and the weighted average number of shares in issue, to reflect the effect of all potentially dilutive ordinary shares, as follows: The Company adds to the weighted average number of shares in issue that was used to calculate the basic loss per share, the weighted average of the number of shares to be issued assuming that all shares that have a potentially dilutive effect would be converted into shares, and adjusts net loss attributable to holders of the Company’s ordinary shares to exclude any profits or losses recorded during the period with respect to potentially dilutive shares. The potential shares, as mentioned above, are only taken into account in cases where their effect is dilutive (reducing the earnings per share or increasing the loss per share). Year ended December 31 2022 2021 2020 Loss attributable to the Company’s owners, used in computation of basic loss per share (U.S. dollars in thousands) (13,151 ) (13,125 ) (7,845 ) Adjustment in respect of the finance income relating to convertible debentures (U.S. dollars in thousands) - - (1,692 ) (13,151 ) (13,125 ) (9,537 ) The weighted average of the number of ordinary shares in issue used in computation of basic loss per share (in thousands) 31,594 27,106 11,074 Adjustment respect of the incremental shares assuming the conversion to convertible debentures (in thousands) - - 1,911 31,594 27,106 12,985 Diluted loss per share (U.S. dollar) (0.42 ) (0.48 ) (0.84 ) The calculation of diluted loss per share for December 31, 2022, does not give effect to the potential share issuance of ordinary shares upon the exercise of options to employees and service providers, warrants issued in connection with convertible debenture agreements and warrants issued in connection with the O.R.B agreement, as their effect is anti-dilutive. The calculation of diluted loss per share for December 31, 2021, does not give effect to the potential share issuance of ordinary shares upon the exercise of options to employees and service providers and warrants issued in connection with convertible debenture agreements, as their effect is anti-dilutive. The calculation of diluted loss per share for December 31, 2020, does not give effect to the potential share issuance of ordinary shares upon the exercise of options to employees and service providers and warrants issued in connection with convertible debenture agreements, as their effect is anti-dilutive. |
Related Parties Transactions an
Related Parties Transactions and Balances | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Related Party Text Block Abstract | |
RELATED PARTIES TRANSACTIONS AND BALANCES | NOTE 25 - RELATED PARTIES TRANSACTIONS AND BALANCES: “Related Parties” - As defined in IAS 24, “Related Party Disclosures” (“IAS 24”). Key management personnel - included together with other entities in the said definition of “Related Parties” in IAS 24, include the members of the Board of Directors and senior executives. a. Transactions with related parties 1) Compensation to related parties Year ended December 31 2022 2021 2020 U.S. dollar in thousands Compensation to directors employed by the Company 616 1,041 1,122 Compensation to other key management personnel 487 444 1,245 Compensation to directors who are not employed by the Company 200 88 80 2) Compensation to key management personnel, including employed directors The compensation paid to key management personnel for work services they provide to the Company is as follows: Year ended December 31 2022 2021 2020 U.S. dollar in thousands Payroll, management fees, and other short-term benefits 833 1,181 2,069 Share-based payments 270 303 297 1,103 1,484 2,366 b. Balances with related parties December 31 2022 2021 U.S. dollar in thousands Employees payable 324 414 Accounts payable 40 61 364 475 |
Entity Level Disclosures and Se
Entity Level Disclosures and Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Entitys Operating Segments Text Block Abstract | |
ENTITY LEVEL DISCLOSURES AND SEGMENT INFORMATION | NOTE 26 - ENTITY LEVEL DISCLOSURES AND SEGMENT INFORMATION: Management has determined the Company’s operating segments based on the information reviewed by the Company’s chief operating decision maker for the purpose of allocating resources to the segments and assessing their performance. The chief operating decision maker, who is the Company’s Chief Executive Officer, examines the performance of the operating segments based on revenues and adjusted operating profit (loss). The adjusted operating loss is calculated based on operating loss before share-based payments, contingent consideration measurement, impairment of goodwill and intangible assets, depreciation and amortization and non-attributable corporate expenses. As of December 31, 2022, the Company has three reportable segments: enterprise cybersecurity, enterprise internet access (formerly known as enterprise privacy) and consumer internet access (formerly known as consumer cybersecurity & privacy). The following tables present details of the Company’s operating segments for the three years in the period ended December 31, 2022: Enterprise Enterprise Consumer Consolidated Adjustment Year ended December 31, 2022 U.S. dollar in thousands Revenues 230 8,479 10,070 18,779 Adjusted operating loss (417 ) *(2,380 ) (3,439 ) - (6,236 ) Non-attributable corporate expenses (2,445 ) Share-based payments (1,679 ) Impairment of goodwill and intangible assets (1,021 ) Depreciation and amortization (2,043 ) Operating loss (13,424 ) Financial expenses, net (54 ) Tax benefit 327 Net loss for the year (13,151 ) * Including legal expenses related to Bright Data action, see also Note 13. Enterprise Enterprise Consumer Consolidated Adjustment Year ended December 31, 2021 U.S. dollar in thousands Revenues 627 6,265 3,389 10,281 Adjusted operating loss (4,218 ) *(2,987) (1,319 ) - (8,524 ) Non-attributable corporate expenses (2,331 ) Share-based payments (2,356 ) Contingent consideration measurement 684 Impairment of goodwill and intangible assets (700 ) Depreciation and amortization (1,785 ) Operating loss (15,012 ) Financial expenses, net 942 Tax benefit 945 Net loss for the year (13,125 ) * Including legal expenses related to Bright Data action, see also Note 13. Enterprise Enterprise Consolidated Adjustment Year ended December 31, 2020 U.S. dollar in thousands Revenues 1,047 3,839 4,886 Adjusted operating loss (3,133 ) *(835 ) - (3,968 ) Non-attributable corporate expenses (2,154 ) Share-based payments (742 ) Contingent consideration measurement (345 ) Impairment of goodwill and intangible assets (2,759 ) Depreciation and amortization (1,363 ) Operating loss (11,331 ) Financial expenses, net 3,240 Taxes on income 246 Net loss for the year (7,845 ) * Including legal expenses related to Bright Data action, see also Note 13. Set forth below is a breakdown of the Company’s revenues by geographic regions: U.S. Europe APAC U.K. MEA Other Total U.S. dollar in thousands Company’s revenues for the year 2022 4,110 2,618 1,320 7,009 846 2,876 18,779 Revenue in 2022 of $6,948 thousand resulted from one main customer (representing 37% of total revenues). U.S. Europe APAC Hong Kong Israel Other Total U.S. dollar in thousands Company’s revenues for the year 2021 3,618 2,259 553 1,365 822 1,664 10,281 Revenue in 2021 of $2,214 thousand resulted from one main customer (representing 22% of total revenues). U.S. Europe APAC Israel Other Total U.S. dollar in thousands Company’s revenues for the year 2020 1,837 1,036 427 973 613 4,886 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 27 - SUBSEQUENT EVENTS: a. Strategic funding On January 30, 2023, the Company signed on a second amendment to the O.R.B. agreement. According to the amendment, O.R.B. will fund the Company with 18 tranches of $111,111 (an unchanged total amount of $2 million) from February 2023 through July 2024, instead of the 6 original tranches (Tranches 3-8) of $333,333 each from February 2023 through July 2023. During the period from January 1, 2023 until the approval date of these financial statements, O.R.B. transferred to the Company an aggregate amount $550 thousand, to a total aggregate funding of $2.22 million from the signing of the funding agreement, on account of its $4 million cash commitment. The Company repaid O.R.B during the period from January 1, 2023 until the approval date of these financial statements, on behalf of the revenue share model, an amount of $0.30 million, to a total aggregate repayments of $0.55 million from the signing of the funding agreement. b. ATM issuances During the period from January 1, 2023 until the approval date of these financial statement, the Company raised a gross amount of $75 thousand (net amount of $73 thousand) through the ATM Sales Agreement in consideration of issuance of 25,847 ADSs (258,470 ordinary shares). |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation of financial statements | a. Basis of presentation of financial statements The consolidated financial statements as of December 31, 2022 and 2021, and for each of the three years in the period ended December 31, 2022, are in compliance with International Financial Reporting Standards (“IFRS”), and interpretations issued by the IFRS Interpretations Committee applicable to companies reporting under IFRS. The consolidated financial statements comply with IFRS as issued by the International Accounting Standards Board. In connection with the presentation of these consolidated financial statements, the following should be noted: 1) The significant accounting policies described below have been applied consistently to all the years presented, unless otherwise stated. 2) The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial liabilities (including derivatives) at fair value through profit or loss, which are presented at fair value. 3) The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Company’s management to exercise its judgment in the process of applying the Company’s accounting policies. Actual results may differ materially from estimates and assumptions used by management. The Company’s critical accounting estimates and policies are impairment of goodwill, fair values of assets acquired and liabilities assumed through business combinations and revenue recognition (gross versus net basis). See Note 3 for further information. |
Consolidated financial statements | b. Consolidated financial statements Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases. Intercompany balances and transactions, including income and expenses on transactions between the Company’s subsidiaries, are eliminated. The accounting policies applied by the subsidiaries are consistent with the accounting policies adopted by the Company. |
Segment reporting | c. Segment reporting Operating segments are reported in a manner consistent with the internal reporting, which are provided to the chief operating decision maker. The chief operating decision maker is the Company’s Chief Executive Officer, who is responsible for allocating resources and assessing the performance of the operating segments. As of December 31, 2022, the Company has three reportable segments. For further details, see Note 26. |
Translation of foreign currency balances and transactions | d. Translation of foreign currency balances and transactions 1) Functional and presentation currency Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the subsidiary operates (the “Functional Currency”). The consolidated financial statements of the Company are presented in U.S. dollars, which is the Company’s and the Company’s subsidiaries Functional Currency. 2) Transactions and balances Transactions made in a currency which is different from the functional currency are translated into the Functional Currency using the exchange rates prevailing at the dates of the transactions or valuations where the items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the end-of-year exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss as finance income (expense). |
Cash and cash equivalents | e. Cash and cash equivalents Cash and cash equivalents include cash on hand, short-term bank deposits and other short-term highly liquid investments with original maturities of three months or less, which are subject to insignificant risk of changes in value. |
Trade receivables | f. Trade receivables The trade receivables balance represents the unconditional right to consideration because only the passage of time is required before the payment is due from Company customers for licenses granted or services rendered in the ordinary course of business. If collection is expected within one year or less, trade receivables are classified as current assets. If not, trade receivables are presented as non-current assets. Trade receivables are initially recognized based on their transaction price, and subsequently measured at amortized cost using the effective interest method, less a provision for expected credit losses. For further details, see Note 3(l). |
Property and equipment, net | g. Property and equipment, net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, or in case of leasehold improvements, over the shorter of the related lease period or the life of the asset. Depreciation is computed primarily over the following periods: Useful Life Computers and software 1.5-3 Office furniture and equipment 3-13 |
Goodwill | h. Goodwill Goodwill arising from a business combination represents the excess of the overall amount of the consideration transferred, the amount of any non-controlling interests in the acquired company over the net amount as of acquisition date of the identifiable assets acquired and the liabilities assumed. Impairment reviews of the cash-generating-unit (“CGU”) to which goodwill was allocated are undertaken annually and whenever there is any indication of impairment of a CGU. The carrying amount of the Company’s assets, including goodwill, is compared to its recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment loss is allocated to reduce the carrying amount of the Company’s assets at the following order: first to reduce the carrying amount of any goodwill allocated to a CGU and subsequently to the remaining assets of the Company, which fall within the scope of the International Accounting Standard (“IAS”) 36, “Impairment of Assets”, on a proportionate basis based on the carrying amount of each Company asset. Any goodwill impairment loss is recognized immediately in profit or loss and is not subsequently reversed. For the years ended December 31, 2022, 2021 and 2020, the Company recorded goodwill impairment loss of $569 thousand, $700 thousand and $2,759 thousand, respectively. For further details, see Note 8. |
Intangible assets | i. Intangible assets 1) Research and development Through December 31, 2022 and 2021, the Company has not met the criteria for capitalizing development expenses as intangible assets, and accordingly, no asset has so far been recognized in the consolidated financial statements in respect of capitalized development expenses. Consequently, the research and development expenses of the Company are fully recognized as incurred. 2) Technology and customer relations a. Technology which was acquired either separately or as part of a business combination is initially measured at fair value at the acquisition date and amortized over a period of 3-10 years using the straight-line method, with such amortization classified as cost of revenues. b. Customer relations which were acquired as part of a business combination are initially measured at fair value at the acquisition date and amortized over a period 2-8 years using the straight-line method, with such amortization classified as selling and marketing expenses. |
Impairment of non-monetary assets other than goodwill | j. Impairment of non-monetary assets other than goodwill An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value, less selling costs and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels of identifiable cash flows (CGUs). The Company constitutes four CGUs. Non-monetary assets, other than goodwill, that were impaired are reviewed annually for possible reversal of the impairment recognized at each statement of financial position date. For the year ended December 31, 2022, the Company recorded a total impairment loss of $453 thousand, see Note 8. For the years ended December 31, 2021 and 2020, no impairment loss was recorded. |
Government grants | k. Government grants Government grants received from the Israeli Innovation Authority (the “IIA”) as a participation in research and development plans, fall into the scope of “forgivable loans” as defined in IAS 20, “Accounting for Government Grants and Disclosure of Government Assistance”. IIA Grants are recognized in accordance with IFRS 9, “Financial Instruments” (“IFRS 9”). If on the date on which the right for the IIA Grants is established, the Company’s management concludes that there is no reasonable assurance that the IIA Grants, to which entitlement has been established, will not be repaid, the Company recognizes a financial liability on that date, which is accounted for under the provisions of IFRS 9 regarding financial liabilities measured at amortized cost. |
New International Financial Reporting Standards and amendments to existing standards | l. Financial assets at amortized cost 1) Classification as current or non-current Financial assets at amortized cost are assets held within a business model whose objective is to hold assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortized cost are included in current assets, except for those with maturities greater than 12 months after the statement of financial position date (for which they are classified as non-current assets). 2) Recognition and measurement Financial assets at amortized cost, which are initially measured at fair value, including any transaction costs, are measured in subsequent periods at amortized cost using the effective interest method, except for trade receivables (see section f above). 3) Impairment The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost. At each reporting date, the Company assesses whether the credit risk on a financial asset has increased significantly since initial recognition. If the financial asset is determined to have low credit risk at the reporting date, the Company assumes that the credit risk on a financial asset has not increased significantly since initial recognition. The Company measures the loss allowance for expected credit losses on trade receivables that are within the scope of IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”) and on financial assets for which the credit risk has increased significantly since initial recognition based on lifetime expected credit losses. Otherwise, the Company measures the loss allowance at an amount equal to 12-month expected credit losses at the current reporting date. |
Financial assets at fair value through profit or loss | m. Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are assets not measured at amortized cost or fair value through other comprehensive income. Assets in this category are classified as current assets if they are expected to be settled within 12 months; otherwise, they are classified as noncurrent. Financial assets measured at fair value through profit or loss are initially recognized at fair value, and related transaction costs are expensed to profit or loss. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial assets at fair value through profit or loss are subsequently recorded at fair value. Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are presented in the consolidated statements of profit or loss under “financial income (expenses), net.” The Company’s financial assets at fair value through profit or loss represent a portfolio of debt and equity marketable securities and are presented as “short-term investments” in the consolidated statements of financial position. For further information, see Note 4. |
Financial liabilities | n. Financial liabilities 1) Classification The Company early adopted the narrow-scope amendment to IAS 1, “Classification of Liabilities as Current or Non-Current” from January 1, 2019, using the retrospective approach. The amendment was published in January 2020 and issued to clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period and specifically whether the entity has the right to defer settlement by at least twelve months. The amendment also affects the classification of liabilities, particularly for liabilities that can be converted into equity as it clarifies that settlement could also be considered through the entity’s own equity instruments. Accordingly, the Company classified in the consolidated statements of financial position convertible debentures and derivative financial instruments as part of current liabilities. 2) Financial liabilities at amortized cost Financial liabilities at amortized cost are initially recognized at their fair value minus transaction costs that are directly attributable to the issue of the financial liability and are subsequently measured at amortized cost. See Note 3 and Note 4 for further information. 3) Financial liabilities at fair value through profit or loss The Company designated its convertible debentures as a financial liability at fair value through profit or loss, given the conversion option derivative embedded in such instrument. Changes in the Company’s own credit risk from the date of initial recognition are negligible. The convertible debentures are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction and are adjusted to reflect the difference between the fair value at initial recognition and the transaction price (“day 1 loss”). Changes are recorded to profit or loss on a periodic basis while unrecognized day 1 loss is amortized over the contractual life of each instrument. The Company accounts for contingent consideration as financial liability at fair value through profit or loss. The contingent consideration is measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction. Changes are recorded to profit or loss on a periodic basis. |
Unrecognized day 1 loss | o. Unrecognized day 1 loss A financial liability in which upon initial recognition the transaction price is different than its fair value is initially recognized at fair value, adjusted to reflect the day 1 loss. After initial recognition, the unrecognized day 1 loss of the said financial liability is amortized over the contractual life of each financial liability. Upon conversion or exercise of convertible debentures or warrants for which an unrecognized day 1 loss exists, the carrying amounts are classified to equity. |
Derivatives | p. Derivatives The Company accounts for warrants issued in connection with convertible debenture agreements as financial liabilities. The warrants are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction, adjusted to reflect the day 1 loss. Changes are recorded to profit or loss on a periodic basis while unrecognized day 1 loss is amortized over the contractual life of each instrument. The Company accounts also for warrants with a cashless exercise mechanism issued in a private offering as financial liabilities. The warrants are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction. Changes are recorded to profit or loss on a periodic basis. |
Trade payables | q. Trade payables Trade payables are the Company’s obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognized initially at fair value, and in subsequent periods at amortized cost using the effective interest method. |
Current and deferred income taxes | r. Current and deferred income taxes The tax expenses for the reported years comprise current and deferred taxes. Taxes are recognized in the consolidated statements of profit or loss, except to the extent that they relate to items recognized directly in equity. In that case, the tax is also recognized in equity. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the financial position date in the countries where the Company operates and generates taxable income. The Company’s management periodically evaluates the tax aspects applicable to its taxable income based on the relevant tax laws and makes provisions in accordance with the amounts payable to the Israeli Tax Authorities. Deferred income tax is provided using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax liabilities are not accounted for if they arise from initial recognition of goodwill. Also, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the financial position date and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled. Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. The Company does not provide deferred income tax on temporary differences arising from investments in subsidiaries, since the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future |
Employee benefits | s. Employee benefits 1) Severance pay and pension obligations A defined contribution plan is a post-employment benefits scheme under which group companies pay fixed contributions into a separate and independent entity. The Company has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The Company’s severance pay and pension obligations are generally funded through payments to insurance companies or trustee-administered funds. Under their terms, the said pension plans meet the criteria for defined contribution plan as above. 2) Vacation and recreation pay Every employee is legally entitled to vacation and recreation benefits, which are computed on an annual basis. This entitlement is based on the term of employment. The Company charges a liability and expense due to vacation and recreation pay, based on the benefits that have been accumulated for each employee. |
Share-based payments | t. Share-based payments The Company operates a number of equity-settled, share-based compensation plans, under which the Company receives services from employees as consideration for equity instruments (options) of the Company. The fair value of the employee services received in exchange for the grant of the options is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted excluding the impact of any service and non-market performance vesting conditions. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. In addition, in some circumstances, employees may provide services in advance of the grant date and therefore the grant date fair value is estimated for the purposes of recognizing the expense during the period between service commencement period and grant date. At the date of each financial position, the Company revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognizes the impact of the revision to original estimates, if any, in the consolidated statements of profit or loss, with a corresponding adjustment to equity. When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium. For plans that include conditions that are not vesting conditions, any relating expenses are immediately recognized in the consolidated statements of profit or loss. When the Company revises the conditions of an equity-settled grant, the Company recognizes an additional expense, in excess of the original expense calculated for every such revision that increases the overall fair value of the granted benefit or benefits the service provider, based on the fair value at the time of revision. |
Loss per share | u. Loss per share Basic loss per share is calculated by dividing net loss for the year by the weighted average number of ordinary shares (including pre-funded warrants). When calculating the diluted loss per share, the Company adjusts the loss attributable to holders of ordinary shares and the weighted average number of shares in issue, to reflect the effect of all potentially dilutive ordinary shares, as follows: The Company adds to the weighted average number of shares in issue that was used to calculate the basic loss per share the weighted average of the number of shares to be issued assuming all shares that have a potentially dilutive effect would be converted into shares, and adjusts net loss attributable to holders of the Company’s ordinary shares to exclude any profits or losses recorded during the year with respect to potentially dilutive shares. |
Revenue recognition | v. Revenue recognition The Company accounts for revenue in accordance with IFRS 15. The Company applies the practical expedient for incremental costs of obtaining contracts when the associated revenues are recognized over less than one year. The Company derives its revenues mainly from the following sources: Software as a Service The Company generates revenues from the sale of subscriptions to customers who access its Software as a Service platforms. Subscription revenue is recognized ratably over the contract terms (generally up to 12 months) and is considered a single performance obligation. Advertising The Company generates revenues from the distribution of security and privacy products of third-party developers in various digital properties. Advertising revenue is recognized at the point in time when a user purchases a product of a customer and is considered a single performance obligation. Management evaluates whether its revenues should be presented on a gross basis, which is the amount that a customer pays for the service, or on a net basis, which is the amount of the customer payment less amounts the Company pays to digital property owners for placing the customers’ products on their digital property, also known as “traffic acquisition costs”. Traffic acquisition costs are based on a cost-per click or cost-per impression arrangements and are charged to cost of revenue as incurred. The evaluation to present revenue on a gross versus net basis requires significant judgment. Management has determined that it acts as the principal and recognizes revenue as it relates to these transactions on a gross basis as the Company controls the service to the customer and it is the primary obligor in the transaction |
Leases | w. Leases The Company accounts for leases in accordance with IFRS 16 “Leases” (“IFRS 16”). The Company’s leases include property and motor vehicle leases. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company reassesses whether a contract is, or contains, a lease only if the terms and conditions of the contract are changed. At the commencement date, the Company measures the lease liability at the present value of the lease payments that are not paid at that date, including, inter alia, the exercise price of a purchase option if the Company is reasonably certain to exercise that option. Simultaneously, the Company recognizes a right-of-use asset in the amount of the lease liability. The discount rate applied by the Company is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The lease term is the non-cancellable period for which the Company has the right to use an underlying asset, together with both the periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. After the commencement date, the Company measures the right-of-use asset applying the cost model, less any accumulated depreciation and any accumulated impairment losses and adjusted for any remeasurement of the lease liability. Assets are depreciated by the straight-line method over the estimated useful lives of the right-of-use assets or the lease period, whichever is shorter: Years Property 3-7 Motor vehicles 3 Interest on the lease liability is recognized in profit or loss in each period during the lease term in an amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. Payments associated with short-term leases are not recognized as right-of-use assets or lease liabilities but are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. |
Business combination | x. Business combination The Company accounts for business combinations by applying the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair value of the assets transferred to the acquirer, and the liabilities incurred by the acquirer to former owners of the acquiree, in exchange for control of the acquiree. The consideration transferred also includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Identified assets acquired and liabilities assumed as part of a business combination are initially measured at fair value at the acquisition date, except for certain exceptions in accordance with IFRS 3, “Business Combinations” (Revised). Contingent consideration incurred as a part of a business combination is initially measured at fair value at the acquisition date. Subsequent changes in fair value of contingent consideration are classified as assets or liabilities, are recognized in accordance with IFRS 9 in profit or loss. |
New International Financial Reporting Standards and amendments to existing standards adopted | y. New International Financial Reporting Standards and amendments to existing standards New standards and amendments adopted In April 2022, the International Financial Reporting Interpretations Committee (IFRIC) issued an agenda decision clarifying that an entity should present a demand deposit with restrictions on use arising from a contract with a third party as cash and cash equivalents in the statements of financial position and cash flows, unless those restrictions change the nature of the deposit such that it no longer meets the definition of cash in International Accounting Standard 7. The Company applied the agenda decision in the second quarter of 2022 retrospectively, with no impact on its consolidated statement of cash flows or the consolidated statement of financial position. New standards and amendments not yet adopted Classification of Liabilities as Current or Non-current, Amendment to IAS 1. In October 2022, further amendment to IAS 1 were issued, which clarified that covenants of loan arrangements which an entity must comply with only after the reporting date would not affect classification of a liability as current or non-current at the reporting date. However, those covenants that an entity is required to comply with on or before the reporting date would affect classification as current or non-current, even if the covenant is only assessed after the entity’s reporting date. The 2022 amendment introduce additional disclosure requirements when an entity classifies a liability arising from a loan arrangement as non-current and that liability is subject to covenants which an entity is required to comply with within twelve months of the reporting date. The amendment is effective for annual periods beginning on or after January 1, 2024. The amendment is not expected to have a material effect on the consolidated financial statements. Deferred Tax related to Assets and Liabilities arising from a Single Transaction, Amendments to IAS 12. The amendment require companies to recognize deferred tax on transactions that, on initial recognition give rise to equal amounts of taxable and deductible temporary differences. The amendment is effective for annual periods beginning on or after January 1, 2023. The amendment is not expected to have a material effect on the consolidated financial statements. Definition of Accounting Estimates, Amendments to IAS 8. The amendment clarifies how companies should distinguish changes in accounting policies from changes in accounting estimates. The distinction is important, because changes in accounting estimates are applied prospectively to future transactions and other future events, but changes in accounting policies are generally applied retrospectively to past transactions and other past events as well as the current period. The amendment is effective for annual periods beginning on or after January 1, 2023. The amendment is not expected to have a material effect on the consolidated financial statements. |
Interests in Other Entities (Ta
Interests in Other Entities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Interests In Other Entities Text Block Abstract | |
Schedule of subsidiaries | Name of company In this Principal Nature of Percentage held Rate of shares Safe-T Data A.R Ltd. Safe-T Israel Enterprise cybersecurity 100 % 100 % NetNut Ltd. NetNut Israel Enterprise internet access (5) 100 % 100 % NetNut Networks Inc. (1) NetNut Inc. USA Enterprise internet access (5) - 100 % NetNut Networks LLC (2) NNNW USA Enterprise internet access (5) - 100 % CyberKick Ltd. CyberKick Israel Consumer internet access (6) 100 % 100 % Spell Me Ltd. Spell Me Seychelles Consumer internet access (6) - 100 % iShield Inc. iShield USA Consumer internet access (6) - 100 % RoboVPN Inc. (3) RoboVPN USA Consumer internet access (6) - 100 % RoboVPN Technologies Ltd. (4) Robo VPN Tech Cyprus Consumer internet access (6) - 100 % (1) Formerly Safe-T USA Inc. Merged on January 9, 2023 with NNNW (2) Formerly known as Chi Cooked LLC. Merged on January 9, 2023 with NetNut Inc. (3) Incorporated on February 16, 2022 (4) Incorporated on July 1, 2022 (5) Formerly known as enterprise privacy (6) Formerly known as consumer cybersecurity and privacy |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Significant accounting policies [Abstract] | |
Schedule of property and equipment, net | Useful Life Computers and software 1.5-3 Office furniture and equipment 3-13 |
Schedule of estimated useful lives of the right-of-use assets | Years Property 3-7 Motor vehicles 3 |
Financial Instruments and Fin_2
Financial Instruments and Financial Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of financial instruments [Abstract] | |
Schedule of analyzes non-derivative financial liabilities | Less than Between More than U.S. dollars in thousands December 31, 2022: Lease liabilities 204 13 - Short-term bank loans 1,606 - - Long-term loans 617 540 66 Accounts payable and accruals 4,517 - - 6,944 553 66 December 31, 2021: Lease liabilities 365 197 - IIA liability - 182 - Accounts payable and accruals 4,058 - - 4,423 379 - |
Schedule of financial assets at fair value through profit or loss | December 31 2022 2021 U.S. dollars in thousands Stocks - 291 Global debentures - 1,135 U.S. corporate debentures - 1,624 U.S. government debentures - 2,837 - 5,887 |
Schedule of recognized in profit or loss | Year ended December 31 2022 2021 U.S. dollars in thousands Stocks investment profit (loss) (16 ) 61 Debentures investment profit (loss) (167 ) 19 (183 ) 80 |
Schedule of fair value measurements based on unobservable data | Derivative Total Balance as of January 1, 2022 488 488 Recognition of day 1 loss within profit or loss 328 328 Changes in fair value recognized within profit or loss (790 ) (790 ) Balance as of December 31, 2022 26 26 Contingent Derivative Total Balance as of January 1, 2021 1,599 1,448 3,047 Payment of contingent consideration (915 ) - (915 ) Recognition of day 1 loss within profit or loss - 328 328 Changes in fair value recognized within profit or loss (684 ) (1,288 ) (1,972 ) Balance as of December 31, 2021 - 488 488 Contingent Convertible Derivative Total U.S. dollars in thousands Balance as of January 1, 2020 2,170 7,151 1,637 10,958 Initial recognition of financial liability 684 - 1,450 2,134 Conversion to equity or financial liability - (4,778 ) - (4,778 ) Repayment of convertible debentures - (680 ) - (680 ) Payment of contingent consideration (1,600 ) - - (1,600 ) Recognition of day 1 loss within profit or loss - - 329 329 Changes in fair value recognized within profit or loss 345 (1,693 ) (1,968 ) (3,316 ) Balance as of December 31, 2020 1,599 - 1,448 3,047 |
Schedule of Financial instruments | Financial U.S. dollars December 31, 2022 Assets: Cash and cash equivalents 3,290 Accounts receivable (excluding prepaid expenses) 2,236 Short-term restricted deposits 560 Long-term restricted deposits 127 Long-term deposits 21 6,234 December 31, 2021 Assets: Cash and cash equivalents 3,828 Accounts receivable (excluding prepaid expenses) 1,848 Long-term restricted deposits 84 Long-term deposit 65 5,825 Liabilities Financial Total U.S. dollars in thousands December 31, 2022 Liabilities: Lease liabilities - 217 217 Accounts payable and accruals - 4,517 4,517 Short-term bank loans - 1,606 1,606 Long-term loans - 1,223 1,223 Derivative financial instruments 26 - 26 26 7,563 7,589 December 31, 2021 Liabilities: Lease liabilities - 562 562 Accounts payable and accruals - 4,058 4,058 IIA liability - 182 182 Derivative financial instruments 488 - 488 488 4,802 5,290 |
Schedule of binomial share price model | Year ended December 31, 2022 2021 Risk-free interest rate 4.39 % 0.83 % Expected term (in years) 1.43 2.43 Expected volatility 69.28 % 104.07 % Year ended December 31, 2022 2021 Risk-free interest rate 4.11%- 4.73 % 0.95% - 1.15 % Expected term (in years) 0.92- 3.39 2.86 - 3.75 Expected volatility 69.93%- 98.87 % 99.93% - 101.72 % |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Property Plant and Equipment Text Block [Abstract] | |
Schedule of property and equipment, net | December 31 2022 2021 2020 U.S. dollar in thousands Cost: Computers and software 335 461 407 Office furniture and equipment 168 162 148 Leasehold improvements 55 56 56 558 679 611 Less – accumulated depreciation (466 ) (560 ) (467 ) Property and equipment, net 92 119 144 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Intangible Assets Text Block Abstract | |
Schedule of intangible assets | Cost Accumulated amortization Balance at Additions Impairment Balance Balance at Additions Impairment Balance beginning during during at end beginning during during at end Amortized of year the year the year of year of year the year the year of year balance U.S. dollar in thousands 2022 Technology 6,055 - - 6,055 2,665 1,145 90 3,900 2,155 Customer relations 4,002 - - 4,002 379 531 363 1,273 2,729 Goodwill 10,998 - (569 ) 10,429 - - - - 10,429 21,055 - (569 ) 20,486 3,044 1,676 453 5,173 15,313 2021 Technology 5,059 996 - 6,055 1,575 1,090 - 2,665 3,390 Customer relations 774 3,228 - 4,002 57 322 - 379 3,623 Goodwill 5,387 6,311 (700 ) 10,998 - - - - 10,998 11,220 10,535 (700 ) 21,055 1,632 1,412 - 3,044 18,011 2020 Technology 4,959 100 - 5,059 592 983 - 1,575 3,484 Customer relations 259 515 - 774 19 38 - 57 717 Goodwill 6,877 1,269 (2,759 ) 5,387 - - - - 5,387 12,095 1,884 (2,759 ) 11,220 611 1,021 - 1,632 9,588 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Income Tax Text Block Abstract | |
Schedule of deferred taxes | Property and equipment, net Intangible assets, net Carryforward tax losses Total U.S. dollar in thousands Balance as of January 1, 2022 - (1,067 ) 422 (645 ) Changes during the year: Tax benefit - 215 129 344 Balance as of December 31, 2022 - (852 ) 551 (301 ) Balance as of January 1, 2021 (10 ) (783 ) - (793 ) Changes during the year: Initial recognition due to business combination - (825 ) - (825 ) Tax benefit 10 541 422 973 Balance as of December 31, 2021 - (1,067 ) 422 (645 ) Balance as of January 1, 2020 (33 ) (1,007 ) - (1,040 ) Changes during the year: Tax benefit 23 224 - 247 Balance as of December 31, 2020 (10 ) (783 ) - (793 ) |
Schedule of reconciliation of theoretical tax expense | Year ended December 31 2022 2021 2020 % U.S. dollars % U.S. dollars % U.S. dollars Loss before taxes on income, as reported in the statement of profit or loss 23 13,478 23 14,070 23 8,091 Theoretical tax benefit (3,100 ) (3,236 ) (1,861 ) Increase in taxes resulting from permanent differences - non-deductible expenses 282 311 86 Increase in taxes resulting from losses in the reported year for which deferred taxes were not recognized 2,491 1,980 1,529 Tax benefit (327 ) (945 ) (246 ) |
Accounts Payable and Accruals (
Accounts Payable and Accruals (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Accounts Payable And Accruals Explanatory Abstract | |
Schedule of accounts payable - other | December 31 2022 2021 U.S. dollars in thousands Accrued expenses 1,058 1,469 Employees and related institutions 1,292 1,345 Government institutions - 25 2,350 2,839 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Leases Text Block Abstract | |
Schedule of right-of-use assets | Property Motor vehicles Total U.S. dollars in thousands Cost: Balance as of January 1, 2022 763 156 919 Additions - 45 45 Disposals - (21 ) (21 ) Balance as of December 31, 2022 763 180 943 Accumulated amortization: Balance as of January 1, 2022 (413 ) (55 ) (468 ) Additions (230 ) (61 ) (291 ) Disposals - 6 6 Balance as of December 31, 2022 (643 ) (110 ) (753 ) 120 70 190 Cost: Balance as of January 1, 2021 639 171 810 Additions 124 83 207 Disposals - (98 ) (98 ) Balance as of December 31, 2021 763 156 919 Accumulated amortization: Balance as of January 1, 2021 (204 ) (63 ) (267 ) Additions (209 ) (66 ) (275 ) Disposals - 74 74 Balance as of December 31, 2021 (413 ) (55 ) (468 ) 350 101 451 |
Schedule of lease liabilities | Property Motor vehicles Total U.S. dollars in thousands Balance as of January 1, 2022 459 103 562 Additions - 40 40 Disposals - (12 ) (12 ) Interest expense 9 2 11 Payments (315 ) (69 ) (384 ) Balance as of December 31, 2022 153 64 217 Short-term lease liabilities 153 51 204 Long-term lease liabilities - 13 13 Balance as of December 31, 2022 153 64 217 Balance as of January 1, 2021 534 129 663 Additions 124 74 198 Disposals - (30 ) (30 ) Interest expense 92 10 102 Payments (291 ) (80 ) (371 ) Balance as of December 31, 2021 459 103 562 Short-term lease liabilities 306 59 365 Long-term lease liabilities 153 44 197 Balance as of December 31, 2021 459 103 562 |
Share Based Payment (Tables)
Share Based Payment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Share Based Payment Arrangements Text Block Abstract | |
Schedule of company's grants under the Plan | Date of grant Options Exercise Fair value at Volatility Risk free Expected 2022 March 13, 2022 84,000 2.48 59 93.01 % 2.08 % 10 May 30, 2022 323,000 0.00-2.14 125 92.55 % 2.57 % 10 August 31, 2022 228,000 1.79 63 91.14 % 2.97 % 10 November 28, 2022 1,673,060 1.27 295 91.09 % 3.30 % 10 December 19, 2022 1,020,000 1.51 116 90.78 % 3.37 % 10 December 21, 2022 20,000 1.07 2 90.78 % 3.47 % 10 2021 March 7, 2021 298,755 6.27 267 97.59 % 1.27 % 10 April 13, 2021 110,000 5.20 94 97.42 % 0.50%-1.18 % 5-10 August 25, 2021 1,657,572 4.00 1,117 94.98% - 106.19 % 0.17%-1.14 % 3-10 September 19, 2021 483,750 4.60 291 94.56 % 1.24 % 10 October 6, 2021 12,500 4.00 8 106.19 % 0.17 % 3 October 17, 2021 12,500 4.00 8 106.19 % 0.17 % 3 2020 February 25, 2020 (1) 13,171 0.04 27 - - 3 May 26, 2020 (1) 7,672 0.00 10 - - 3 August 2, 2020 1,282,250 0.00-6.04 1,341 99.89% - 109.54 % 0.16%-0.71 % 3-10 August 30, 2020 7,500 5.23 5 99.08 % 0.74 % 10 September 15, 2020 911,250 6.04 483 98.66% - 120.99 % 0.07%-0.82 % 1.5-10 December 23, 2020 (1) 10,560 0.00 13 - - 3 (1) Fully vested at grant date, calculated according to the intrinsic value at the date of grant. (2) The early exercise multiple used for the fair value calculations for grants during 2022, 2021 and 2020 is 2.5 for each offeree. (3) Volatility is based on volatility data of the traded share price of the Company. |
Schedule of share options outstanding and weighted average exercise prices | 2022 2021 2020 Number of options Average exercise price ($) Number of options Average exercise price ($) Number of options Average exercise price ($) Outstanding at beginning of year: 4,235,525 1.52 2,206,321 2.00 6,532 248 Granted 3,348,060 0.40 2,575,077 1.31 2,232,403 1.20 Exercised (46,561 ) - (69,807 ) - (6,282 ) - Forfeited (277,196 ) 1.51 (472,898 ) 1.23 (26,250 ) 1.60 Expired (258,028 ) 4.52 (3,168 ) 19.75 (82 ) 1,042 Outstanding at end of year 7,001,800 0.88 4,235,525 1.52 2,206,321 2.00 Exercisable at end of year 2,087,181 1.31 883,567 2.19 147,729 6.00 |
Schedule of information about exercise price and remaining contractual life of options outstanding | 2022 2021 2020 Exercise prices ($) Number outstanding at end of year Remaining contractual life (in years) Number outstanding at end of year Remaining contractual life (in years) Number outstanding at end of year Remaining contractual life (in years) 0.00-0.01 589,668 0.15-9.42 506,231 1.15-9.65 622,621 1.15-8.59 0.31-0.76 3,118,060 9.20-9.97 - - - - 1.23-1.89 3,294,072 0.59-8.65 3,722,972 1.58-9.65 1,577,250 8.59-8.71 46.62-1,554.54 - - 6,322 0.08-6.47 6,450 0.75-6.47 7,001,800 4,235,525 2,206,321 |
Schedule of expenses recognized in the financial statements | Year ended December 31 2022 2021 2020 U.S. dollar in thousands Share-based payment plans 1,679 2,356 742 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders Equity Disclosure Abstract | |
Schedule of ordinary share capital | Number of shares Authorized Issued and Authorized Issued and December 31, 2022 December 31, 2021 Ordinary shares of no-par value 75,000,000 32,628,044 75,000,000 30,000,339 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Business Combinations Text Block Abstract | |
Schedule of total purchase price paid | July 4, U.S. dollar in Consideration: Cash 3,700 Fair value of ordinary shares issued 5,808 9,508 |
Schedule of the fair values of assets acquired and liabilities | July 4, U.S. dollar in Customer relations 3,228 Technologies 792 Deferred tax liabilities (825 ) Property and equipment, net 2 Goodwill 6,311 Net assets acquired 9,508 |
Revenues and Cost of Revenues (
Revenues and Cost of Revenues (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Revenues And Cost Of Revenues Abstract | |
Schedule of revenues | Year ended December 31 2022 2021 2020 U.S. dollar in thousands Software as a Service 11,850 7,328 3,839 Advertising services 6,699 2,325 - Software licenses 28 227 447 Software support services 202 401 587 Other services - - 13 18,779 10,281 4,886 |
Schedule of cost of revenues | Year ended December 31 2022 2021 2020 U.S. dollar in thousands Payroll and related expenses 366 465 257 Clearing fees 1,113 213 - Traffic acquisition costs 3,070 1,118 - Share-based payment 33 53 5 Internet services providers 2,135 1,747 973 Networks and servers 570 341 129 Amortization and impairment of intangible assets and depreciation 1,244 1,156 1,084 Other 121 52 51 8,652 5,145 2,499 |
Research and Development Expe_2
Research and Development Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Research And Development Expense Text Block Abstract | |
Schedule of research and development expenses | Year ended December 31 2022 2021 2020 U.S. dollar in thousands Payroll and related expenses 2,355 2,086 999 Share-based payment 525 770 124 Subcontractors 900 1,429 911 Other 253 486 168 4,033 4,771 2,202 |
Selling and Marketing Expenses
Selling and Marketing Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Selling And Marketing Expenses Abstract | |
Schedule of selling and marketing expenses | Year ended December 31 2022 2021 2020 U.S. dollar in thousands Payroll and related expenses 3,600 3,471 2,701 Media costs 5,572 2,067 - Share-based payment 635 943 299 Professional fees 131 576 461 Marketing 868 523 440 Amortization and impairment of intangible assets and depreciation 1,001 416 39 Other 380 352 275 12,187 8,348 4,215 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of General And Administrative Expense Text Block Abstract | |
Schedule of general and administrative expenses | Year ended December 31 2022 2021 2020 U.S. dollar in thousands Payroll and related expenses 1,682 1,678 1,130 Share-based payment 486 587 326 Professional fees 4,009 4,320 2,184 Other 585 428 557 6,762 7,013 4,197 |
Financial Expenses, Net (Tables
Financial Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Finance Income Cost Text Block Abstract | |
Schedule of financial expenses, net | Year ended December 31 2022 2021 2020 U.S. dollar in thousands Finance expenses: Bank fees and interest (117 ) (121 ) (152 ) Issuance expenses - - (156 ) Interest expenses (212 ) - - Changes in financial assets at fair value through profit or loss (167 ) - - Exchange rate differences (35 ) - - Total finance expenses (531 ) (121 ) (308 ) Financing income: Changes in financial liabilities at fair value through profit or loss, including day 1 loss 461 961 3,245 Changes in financial assets at fair value through profit or loss - 80 - Interest income 16 8 14 Exchange differences - 14 289 Total financing income 477 1,063 3,548 Financing income (expenses), net (54 ) 942 3,240 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Earnings Per Share Text Block Abstract | |
Schedule of basic loss per share | Year ended December 31 2022 2021 2020 Loss attributable to Company’s owners (U.S. dollars in thousands) (13,151 ) (13,125 ) (7,845 ) The weighted average of the number of ordinary shares in issue (in thousands) 31,594 27,106 11,074 Basic loss per share (U.S. dollar) (0.42 ) (0.48 ) (0.71 ) |
Schedule of diluted loss per share | Year ended December 31 2022 2021 2020 Loss attributable to the Company’s owners, used in computation of basic loss per share (U.S. dollars in thousands) (13,151 ) (13,125 ) (7,845 ) Adjustment in respect of the finance income relating to convertible debentures (U.S. dollars in thousands) - - (1,692 ) (13,151 ) (13,125 ) (9,537 ) The weighted average of the number of ordinary shares in issue used in computation of basic loss per share (in thousands) 31,594 27,106 11,074 Adjustment respect of the incremental shares assuming the conversion to convertible debentures (in thousands) - - 1,911 31,594 27,106 12,985 Diluted loss per share (U.S. dollar) (0.42 ) (0.48 ) (0.84 ) |
Related Parties Transactions _2
Related Parties Transactions and Balances (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Related Party Text Block Abstract | |
Schedule of compensation to related parties | Year ended December 31 2022 2021 2020 U.S. dollar in thousands Compensation to directors employed by the Company 616 1,041 1,122 Compensation to other key management personnel 487 444 1,245 Compensation to directors who are not employed by the Company 200 88 80 |
Schedule of compensation to key management personnel for work services | Year ended December 31 2022 2021 2020 U.S. dollar in thousands Payroll, management fees, and other short-term benefits 833 1,181 2,069 Share-based payments 270 303 297 1,103 1,484 2,366 |
Schedule of balances with related parties | December 31 2022 2021 U.S. dollar in thousands Employees payable 324 414 Accounts payable 40 61 364 475 |
Entity Level Disclosures and _2
Entity Level Disclosures and Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Entitys Operating Segments Text Block Abstract | |
Schedule of company’s operating segments | Enterprise Enterprise Consumer Consolidated Adjustment Year ended December 31, 2022 U.S. dollar in thousands Revenues 230 8,479 10,070 18,779 Adjusted operating loss (417 ) *(2,380 ) (3,439 ) - (6,236 ) Non-attributable corporate expenses (2,445 ) Share-based payments (1,679 ) Impairment of goodwill and intangible assets (1,021 ) Depreciation and amortization (2,043 ) Operating loss (13,424 ) Financial expenses, net (54 ) Tax benefit 327 Net loss for the year (13,151 ) * Including legal expenses related to Bright Data action, see also Note 13. Enterprise Enterprise Consumer Consolidated Adjustment Year ended December 31, 2021 U.S. dollar in thousands Revenues 627 6,265 3,389 10,281 Adjusted operating loss (4,218 ) *(2,987) (1,319 ) - (8,524 ) Non-attributable corporate expenses (2,331 ) Share-based payments (2,356 ) Contingent consideration measurement 684 Impairment of goodwill and intangible assets (700 ) Depreciation and amortization (1,785 ) Operating loss (15,012 ) Financial expenses, net 942 Tax benefit 945 Net loss for the year (13,125 ) * Including legal expenses related to Bright Data action, see also Note 13. Enterprise Enterprise Consolidated Adjustment Year ended December 31, 2020 U.S. dollar in thousands Revenues 1,047 3,839 4,886 Adjusted operating loss (3,133 ) *(835 ) - (3,968 ) Non-attributable corporate expenses (2,154 ) Share-based payments (742 ) Contingent consideration measurement (345 ) Impairment of goodwill and intangible assets (2,759 ) Depreciation and amortization (1,363 ) Operating loss (11,331 ) Financial expenses, net 3,240 Taxes on income 246 Net loss for the year (7,845 ) |
Schedule of company’s revenues by geographic regions | U.S. Europe APAC U.K. MEA Other Total U.S. dollar in thousands Company’s revenues for the year 2022 4,110 2,618 1,320 7,009 846 2,876 18,779 U.S. Europe APAC Hong Kong Israel Other Total U.S. dollar in thousands Company’s revenues for the year 2021 3,618 2,259 553 1,365 822 1,664 10,281 U.S. Europe APAC Israel Other Total U.S. dollar in thousands Company’s revenues for the year 2020 1,837 1,036 427 973 613 4,886 |
Interests in Other Entities (De
Interests in Other Entities (Details) - Schedule of subsidiaries | 12 Months Ended | |
Dec. 31, 2022 | ||
Safe-T Data A.R Ltd. [Member] | ||
Interests in Other Entities (Details) - Schedule of subsidiaries [Line Items] | ||
In this report | Safe-T | |
Principal place of business | Israel | |
Nature of business activities | Enterprise cybersecurity | |
Percentage held directly by the Company | 100% | |
Rate of shares held by the Company | 100% | |
NetNut Ltd. [Member] | ||
Interests in Other Entities (Details) - Schedule of subsidiaries [Line Items] | ||
In this report | NetNut | |
Principal place of business | Israel | |
Nature of business activities | Enterprise internet access (5) | [1] |
Percentage held directly by the Company | 100% | |
Rate of shares held by the Company | 100% | |
NetNut Networks Inc.[Member] | ||
Interests in Other Entities (Details) - Schedule of subsidiaries [Line Items] | ||
In this report | NetNut Inc. | [2] |
Principal place of business | USA | [2] |
Nature of business activities | Enterprise internet access (5) | [1],[2] |
Percentage held directly by the Company | [2] | |
Rate of shares held by the Company | 100% | [2] |
NetNut Networks LLC [Member] | ||
Interests in Other Entities (Details) - Schedule of subsidiaries [Line Items] | ||
In this report | NNNW | [3] |
Principal place of business | USA | [3] |
Nature of business activities | Enterprise internet access (5) | [1],[3] |
Percentage held directly by the Company | [3] | |
Rate of shares held by the Company | 100% | [3] |
CyberKick Ltd. [Member] | ||
Interests in Other Entities (Details) - Schedule of subsidiaries [Line Items] | ||
In this report | CyberKick | |
Principal place of business | Israel | |
Nature of business activities | Consumer internet access (6) | [4] |
Percentage held directly by the Company | 100% | |
Rate of shares held by the Company | 100% | |
Spell Me Ltd. [Member] | ||
Interests in Other Entities (Details) - Schedule of subsidiaries [Line Items] | ||
In this report | Spell Me | |
Principal place of business | Seychelles | |
Nature of business activities | Consumer internet access (6) | [4] |
Rate of shares held by the Company | 100% | |
iShield Inc. [Member] | ||
Interests in Other Entities (Details) - Schedule of subsidiaries [Line Items] | ||
In this report | iShield | |
Principal place of business | USA | |
Nature of business activities | Consumer internet access (6) | [4] |
Rate of shares held by the Company | 100% | |
RoboVPN Inc.[Member] | ||
Interests in Other Entities (Details) - Schedule of subsidiaries [Line Items] | ||
In this report | RoboVPN | [5] |
Principal place of business | USA | [5] |
Nature of business activities | Consumer internet access (6) | [4],[5] |
Percentage held directly by the Company | [5] | |
Rate of shares held by the Company | 100% | [5] |
RoboVPN Technologies Ltd.[Member] | ||
Interests in Other Entities (Details) - Schedule of subsidiaries [Line Items] | ||
In this report | Robo VPN Tech | [6] |
Principal place of business | Cyprus | [6] |
Nature of business activities | Consumer internet access (6) | [4],[6] |
Percentage held directly by the Company | [6] | |
Rate of shares held by the Company | 100% | [6] |
[1]Formerly known as enterprise privacy[2] Formerly Safe-T USA Inc. Merged on January 9, 2023 with NNNW Formerly known as Chi Cooked LLC. Merged on January 9, 2023 with NetNut Inc. Incorporated on February 16, 2022 Incorporated on July 1, 2022 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies (Details) [Line Items] | |||
Impairment loss of goodwill (in Dollars) | $ 569 | $ 700 | $ 2,759 |
Total impairment loss (in Dollars) | $ 453 | ||
Right-of-use lease assets | 1 year | ||
Minimum [Member] | Technology [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Fair value at acquisition period | 3 years | ||
Minimum [Member] | Customer Relations [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Fair value at acquisition period | 2 years | ||
Maximum [Member} | Technology [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Fair value at acquisition period | 10 years | ||
Maximum [Member} | Customer Relations [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Fair value at acquisition period | 8 years |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of property and equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Computers and Software [Member] | Maximum [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment, net [Line Items] | |
Property and equipment, net | 3 years |
Office Furniture and Equipment [Member] | Maximum [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment, net [Line Items] | |
Property and equipment, net | 13 years |
Minimum [Member] | Computers and Software [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment, net [Line Items] | |
Property and equipment, net | 1 year 6 months |
Minimum [Member] | Office Furniture and Equipment [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment, net [Line Items] | |
Property and equipment, net | 3 years |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of estimated useful lives of the right-of-use assets | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies (Details) - Schedule of estimated useful lives of the right-of-use assets [Line Items] | |
Motor vehicles | 3 years |
Minimum [Member] | |
Significant Accounting Policies (Details) - Schedule of estimated useful lives of the right-of-use assets [Line Items] | |
Property | 3 years |
Maximum [Member] | |
Significant Accounting Policies (Details) - Schedule of estimated useful lives of the right-of-use assets [Line Items] | |
Property | 7 years |
Financial Instruments and Fin_3
Financial Instruments and Financial Risk Management (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Financial Instruments and Financial Risk Management [Abstract] | |
Fixed rate percentage | 5.50% |
Annual Rate Percentage | 4.59% |
Total interest rate | 10.09% |
Equity marketable securities (in Dollars) | $ 749 |
Debt marketable securities (in Dollars) | $ 5,138 |
Financial Instruments and Fin_4
Financial Instruments and Financial Risk Management (Details) - Schedule of analyzes non-derivative financial liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Instruments and Financial Risk Management (Details) - Schedule of analyzes non-derivative financial liabilities [Line Items] | ||
Lease liabilities | ||
IIA liability | ||
Short-term bank loans | ||
Long-term loans | 66 | |
Accounts payable and accruals | ||
Non-derivative financial liabilities | 66 | |
Less than one year [Member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of analyzes non-derivative financial liabilities [Line Items] | ||
Lease liabilities | 204 | 365 |
IIA liability | ||
Short-term bank loans | 1,606 | |
Long-term loans | 617 | |
Accounts payable and accruals | 4,517 | 4,058 |
Non-derivative financial liabilities | 6,944 | 4,423 |
Between one to two years [Member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of analyzes non-derivative financial liabilities [Line Items] | ||
Lease liabilities | 13 | 197 |
IIA liability | 182 | |
Short-term bank loans | ||
Long-term loans | 540 | |
Accounts payable and accruals | ||
Non-derivative financial liabilities | $ 553 | $ 379 |
Financial Instruments and Fin_5
Financial Instruments and Financial Risk Management (Details) - Schedule of financial assets at fair value through profit or loss - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial Instruments and Financial Risk Management (Details) - Schedule of financial assets at fair value through profit or loss [Line Items] | ||
Financial assets at fair value | $ 5,887 | |
Stocks [Member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of financial assets at fair value through profit or loss [Line Items] | ||
Financial assets at fair value | 291 | |
Global debentures [Member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of financial assets at fair value through profit or loss [Line Items] | ||
Financial assets at fair value | 1,135 | |
U.S. corporate debentures [Member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of financial assets at fair value through profit or loss [Line Items] | ||
Financial assets at fair value | 1,624 | |
U.S. government debentures [Member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of financial assets at fair value through profit or loss [Line Items] | ||
Financial assets at fair value | $ 2,837 |
Financial Instruments and Fin_6
Financial Instruments and Financial Risk Management (Details) - Schedule of recognized in profit or loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Recognized In Profit Or Loss Abstract | ||
Stocks investment profit (loss) | $ (16) | $ 61 |
Debentures investment profit (loss) | (167) | 19 |
Amounts recognized in profit or loss | $ (183) | $ 80 |
Financial Instruments and Fin_7
Financial Instruments and Financial Risk Management (Details) - Schedule of fair value measurements based on unobservable data - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Financial Instruments and Financial Risk Management (Details) - Schedule of fair value measurements based on unobservable data [Line Items] | |||
Balance | $ 488 | $ 3,047 | $ 10,958 |
Initial recognition of financial liability | 2,134 | ||
Conversion to equity or financial liability | (4,778) | ||
Repayment of convertible debentures | (680) | ||
Payment of contingent consideration | (915) | (1,600) | |
Recognition of day 1 loss within profit or loss | 328 | 328 | 329 |
Changes in fair value recognized within profit or loss | (790) | (1,972) | (3,316) |
Balance | 26 | 488 | 3,047 |
Derivative Financial Instruments [Member] | |||
Financial Instruments and Financial Risk Management (Details) - Schedule of fair value measurements based on unobservable data [Line Items] | |||
Balance | 488 | 1,448 | 1,637 |
Initial recognition of financial liability | 1,450 | ||
Conversion to equity or financial liability | |||
Repayment of convertible debentures | |||
Payment of contingent consideration | |||
Recognition of day 1 loss within profit or loss | 328 | 328 | 329 |
Changes in fair value recognized within profit or loss | (790) | (1,288) | (1,968) |
Balance | $ 26 | 488 | 1,448 |
Contingent consideration [member] | |||
Financial Instruments and Financial Risk Management (Details) - Schedule of fair value measurements based on unobservable data [Line Items] | |||
Balance | 1,599 | 2,170 | |
Initial recognition of financial liability | 684 | ||
Conversion to equity or financial liability | |||
Repayment of convertible debentures | |||
Payment of contingent consideration | (915) | (1,600) | |
Recognition of day 1 loss within profit or loss | |||
Changes in fair value recognized within profit or loss | (684) | 345 | |
Balance | 1,599 | ||
Convertible debentures [Member] | |||
Financial Instruments and Financial Risk Management (Details) - Schedule of fair value measurements based on unobservable data [Line Items] | |||
Balance | 7,151 | ||
Initial recognition of financial liability | |||
Conversion to equity or financial liability | (4,778) | ||
Repayment of convertible debentures | (680) | ||
Payment of contingent consideration | |||
Recognition of day 1 loss within profit or loss | |||
Changes in fair value recognized within profit or loss | (1,693) | ||
Balance |
Financial Instruments and Fin_8
Financial Instruments and Financial Risk Management (Details) - Schedule of Financial instruments - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Assets: | |||
Long-term deposits | $ 21 | $ 65 | |
Liabilities: | |||
Lease liabilities | 217 | 562 | $ 663 |
Accounts payable and accruals | 4,517 | 4,058 | |
IIA liability | 182 | ||
Short-term bank loans | 1,606 | ||
Long-term loans | 1,223 | ||
Derivative financial instruments | 26 | 488 | |
Total liabilities | 7,589 | 5,290 | |
Financial assets at amortized cost [Member] | |||
Assets: | |||
Cash and cash equivalents | 3,290 | 3,828 | |
Accounts receivable (excluding prepaid expenses) | 2,236 | 1,848 | |
Short-term restricted deposits | 560 | ||
Long-term restricted deposits | 127 | 84 | |
Long-term deposits | 21 | 65 | |
Total assets | 6,234 | 5,825 | |
Liabilities at fair value through profit or loss [Member] | |||
Liabilities: | |||
Lease liabilities | |||
Accounts payable and accruals | |||
IIA liability | |||
Short-term bank loans | |||
Long-term loans | |||
Derivative financial instruments | 26 | 488 | |
Total liabilities | 26 | 488 | |
Financial liabilities at amortized cost [Member] | |||
Liabilities: | |||
Lease liabilities | 217 | 562 | |
Accounts payable and accruals | 4,517 | 4,058 | |
IIA liability | 182 | ||
Short-term bank loans | 1,606 | ||
Long-term loans | 1,223 | ||
Derivative financial instruments | |||
Total liabilities | $ 7,563 | $ 4,802 |
Financial Instruments and Fin_9
Financial Instruments and Financial Risk Management (Details) - Schedule of binomial share price model | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Instruments and Financial Risk Management (Details) - Schedule of binomial share price model [Line Items] | ||
Risk-free interest rate | 4.39% | 0.83% |
Expected term (in years) | 1 year 5 months 4 days | 2 years 5 months 4 days |
Expected volatility | 69.28% | 104.07% |
Bottom of range [member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of binomial share price model [Line Items] | ||
Risk-free interest rate | 4.11% | 0.95% |
Expected term (in years) | 11 months 1 day | 2 years 10 months 9 days |
Expected volatility | 69.93% | 99.93% |
Top of range [member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of binomial share price model [Line Items] | ||
Risk-free interest rate | 4.73% | 1.15% |
Expected term (in years) | 3 years 4 months 20 days | 3 years 9 months |
Expected volatility | 98.87% | 101.72% |
Accounts Receivable - Trade, _2
Accounts Receivable - Trade, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Trade And Other Receivables Text Block [Abstract] | |||
Provision for credit losses | $ 8 | ||
Recorded debt write-off amount | $ 24 | $ 48 | $ 62 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 76 | $ 98 | $ 164 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cost: | |||
Property and equipment, gross | $ 558 | $ 679 | $ 611 |
Less – accumulated depreciation | (466) | (560) | (467) |
Property and equipment, net | 92 | 119 | 144 |
Computers and software [Member] | |||
Cost: | |||
Property and equipment, gross | 335 | 461 | 407 |
Office furniture and equipment [Member] | |||
Cost: | |||
Property and equipment, gross | 168 | 162 | 148 |
Leasehold Improvements [Member] | |||
Cost: | |||
Property and equipment, gross | $ 55 | $ 56 | $ 56 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets (Details) [Line Items] | |||||
Amortization expenses (in Dollars) | $ 1,676 | $ 1,412 | $ 1,021 | ||
Total impairment loss (in Dollars) | $ 453 | ||||
Hypothetical decrease in growth rate | 1% | ||||
Discount rate | 1% | ||||
Value-in-use (in Dollars) | $ 475 | ||||
Goodwill (in Dollars) | 15,313 | 18,011 | $ 9,588 | ||
Goodwill (in Dollars) | $ 10,429 | $ 10,998 | |||
NetNut CGU [Member] | |||||
Intangible Assets (Details) [Line Items] | |||||
Growth rate | 2% | 3% | 2% | ||
After-tax discount rate | 20.90% | 25% | 21.50% | ||
Pre-tax discount rate | 22.90% | 27.60% | 22.70% | ||
Hypothetical decrease in growth rate | 1% | 1% | |||
Discount rate | 1% | 1% | |||
Value-in-use (in Dollars) | $ 311 | $ 138 | $ 331 | ||
Goodwill (in Dollars) | $ 4,118 | ||||
Potential impairment (in Dollars) | 702 | 733 | |||
Goodwill (in Dollars) | $ 4,118 | ||||
Impairment loss (in Dollars) | $ 800 | ||||
CyberKick CGU [Member] | |||||
Intangible Assets (Details) [Line Items] | |||||
Growth rate | 3% | 3% | |||
After-tax discount rate | 25% | 19.70% | |||
Pre-tax discount rate | 27.50% | 21.10% | |||
Hypothetical decrease in growth rate | 1% | 1% | |||
Discount rate | 1% | 1% | |||
Value-in-use (in Dollars) | $ 627 | $ 398 | |||
Potential impairment (in Dollars) | 946 | 943 | |||
Goodwill (in Dollars) | $ 6,311 | $ 6,311 | |||
NNNW CGU [Member] | |||||
Intangible Assets (Details) [Line Items] | |||||
Growth rate | 4% | 3% | |||
After-tax discount rate | 22.50% | 17% | |||
Pre-tax discount rate | 27.40% | 21.70% | |||
Hypothetical decrease in growth rate | 1% | ||||
Discount rate | 1% | ||||
Value-in-use (in Dollars) | $ 41 | ||||
Potential impairment (in Dollars) | 69 | ||||
Goodwill (in Dollars) | 569 | ||||
Impairment loss (in Dollars) | $ 569 | $ 700 | |||
Impairment loss (in Dollars) | $ 569 | ||||
NNNW [Member] | |||||
Intangible Assets (Details) [Line Items] | |||||
Total impairment loss (in Dollars) | 363 | ||||
CyKick [Member] | |||||
Intangible Assets (Details) [Line Items] | |||||
Total impairment loss (in Dollars) | $ 90 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
2022 | |||
Cost Balance at beginning of year | $ 21,055 | $ 11,220 | $ 12,095 |
Cost Additions during the year | 10,535 | 1,884 | |
Cost Impairment during the year | (569) | (700) | (2,759) |
Cost Balance at end of year | 20,486 | 21,055 | 11,220 |
Accumulated amortization Balance at beginning of year | 3,044 | 1,632 | 611 |
Accumulated amortization Additions during the year | 1,676 | 1,412 | 1,021 |
Accumulated amortization Retirements during the year | 453 | ||
Accumulated amortization Balance at end of year | 5,173 | 3,044 | 1,632 |
Accumulated amortization Amortized balance | 15,313 | 18,011 | 9,588 |
Technology [Member] | |||
2022 | |||
Cost Balance at beginning of year | 6,055 | 5,059 | 4,959 |
Cost Additions during the year | 996 | 100 | |
Cost Impairment during the year | |||
Cost Balance at end of year | 6,055 | 6,055 | 5,059 |
Accumulated amortization Balance at beginning of year | 2,665 | 1,575 | 592 |
Accumulated amortization Additions during the year | 1,145 | 1,090 | 983 |
Accumulated amortization Retirements during the year | 90 | ||
Accumulated amortization Balance at end of year | 3,900 | 2,665 | 1,575 |
Accumulated amortization Amortized balance | 2,155 | 3,390 | 3,484 |
Customer relations [Member] | |||
2022 | |||
Cost Balance at beginning of year | 4,002 | 774 | 259 |
Cost Additions during the year | 3,228 | 515 | |
Cost Impairment during the year | |||
Cost Balance at end of year | 4,002 | 4,002 | 774 |
Accumulated amortization Balance at beginning of year | 379 | 57 | 19 |
Accumulated amortization Additions during the year | 531 | 322 | 38 |
Accumulated amortization Retirements during the year | 363 | ||
Accumulated amortization Balance at end of year | 1,273 | 379 | 57 |
Accumulated amortization Amortized balance | 2,729 | 3,623 | 717 |
Goodwill [member] | |||
2022 | |||
Cost Balance at beginning of year | 10,998 | 5,387 | 6,877 |
Cost Additions during the year | 6,311 | 1,269 | |
Cost Impairment during the year | (569) | (700) | (2,759) |
Cost Balance at end of year | 10,429 | 10,998 | 5,387 |
Accumulated amortization Balance at beginning of year | |||
Accumulated amortization Additions during the year | |||
Accumulated amortization Retirements during the year | |||
Accumulated amortization Balance at end of year | |||
Accumulated amortization Amortized balance | $ 10,429 | $ 10,998 | $ 5,387 |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Taxes on Income (Details) [Line Items] | |||
Corporate tax rate | 23% | ||
Reduced tax rate | 12% | ||
U.S. federal tax rate | 21% | 21% | 21% |
Business tax rate | 10.09% | ||
Carryforward tax losses | $ 14.7 | $ 7.4 | |
Carryforward tax losses of Safe-T | 34.6 | 44 | |
Carryforward tax losses in israel | 6.4 | 4.8 | |
Carryforward tax losses of net nut | $ 3.1 | $ 1.1 | |
Spell Me Ltd [Member] | |||
Taxes on Income (Details) [Line Items] | |||
Business tax rate | 0% |
Taxes on Income (Details) - Sch
Taxes on Income (Details) - Schedule of deferred taxes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Taxes on Income (Details) - Schedule of deferred taxes [Line Items] | |||
Balance | $ (645) | $ (793) | $ (1,040) |
Initial recognition due to business combination | (825) | ||
Tax benefit | 344 | 973 | 247 |
Balance | (301) | (645) | (793) |
Property and equipment, net [Member] | |||
Taxes on Income (Details) - Schedule of deferred taxes [Line Items] | |||
Balance | (10) | (33) | |
Initial recognition due to business combination | |||
Tax benefit | 10 | 23 | |
Balance | (10) | ||
Intangible assets, net [Member] | |||
Taxes on Income (Details) - Schedule of deferred taxes [Line Items] | |||
Balance | (1,067) | (783) | (1,007) |
Initial recognition due to business combination | (825) | ||
Tax benefit | 215 | 541 | 224 |
Balance | (852) | (1,067) | (783) |
Carryforward tax losses [Member] | |||
Taxes on Income (Details) - Schedule of deferred taxes [Line Items] | |||
Balance | 422 | ||
Initial recognition due to business combination | |||
Tax benefit | 129 | 422 | |
Balance | $ 551 | $ 422 |
Taxes on Income (Details) - S_2
Taxes on Income (Details) - Schedule of reconciliation of theoretical tax expense - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Reconciliation Of Theoretical Tax Expense Abstract | |||
Loss before taxes on income, as reported in the statement of profit or loss percentage | 23% | 23% | 23% |
Loss before taxes on income, as reported in the statement of profit or loss | $ 13,478 | $ 14,070 | $ 8,091 |
Theoretical tax benefit | (3,100) | (3,236) | (1,861) |
Increase in taxes resulting from permanent differences - non-deductible expenses | 282 | 311 | 86 |
Increase in taxes resulting from losses in the reported year for which deferred taxes were not recognized | 2,491 | 1,980 | 1,529 |
Tax benefit | $ (327) | $ (945) | $ (246) |
Accounts Payable and Accruals_2
Accounts Payable and Accruals (Details) - Schedule of accounts payable - other - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Accounts Payable Other Abstract | ||
Accrued expenses | $ 1,058 | $ 1,469 |
Employees and related institutions | 1,292 | 1,345 |
Government institutions | 25 | |
Accounts payable - other | $ 2,350 | $ 2,839 |
Credit Line and Short-Term Ba_2
Credit Line and Short-Term Bank Loans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
May 25, 2022 | Dec. 31, 2022 | |
Credit Line and Short-Term Bank Loans (Details) [Line Items] | ||
Line of credit agreement amount | $ 2,000 | |
Interest rate percentage | 5.50% | |
Refundable deposit | $ 500 | |
Accrued income | $ 1,600 | |
Unpaid interest | 6 | |
Interest expenses | 172 | |
Credit risk [member] | ||
Credit Line and Short-Term Bank Loans (Details) [Line Items] | ||
Interest expenses | $ 39 |
Strategic Funding (Details)
Strategic Funding (Details) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 01, 2023 $ / shares shares | Dec. 01, 2022 $ / shares shares | Aug. 08, 2022 USD ($) | Oct. 27, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Sep. 01, 2023 shares | Jan. 31, 2023 USD ($) | Nov. 30, 2022 USD ($) | |
Strategic Funding (Details) [Line Items] | ||||||||
Funded amount (in Dollars) | $ 4,000,000 | |||||||
Cash commitments (in Dollars) | 2,000,000 | $ 4,000,000 | ||||||
Additional funding (in Dollars) | $ 2,000,000 | 2,000,000 | ||||||
Planned funding (in Dollars) | $ 1,000,000 | |||||||
Funded equally (in Dollars) | $ 333,333 | $ 333,333 | $ 333,333 | |||||
Debt installments percentage | 100% | |||||||
Warrants granted (in Shares) | shares | 5,006,386 | |||||||
Ordinary shares exceeds percentage | 150% | |||||||
Weighted effective interest rate | 34.92% | |||||||
Aggregate amount (in Dollars) | $ 1,670,000 | |||||||
Transaction cost (in Dollars) | 369,000 | |||||||
Amount repaid (in Dollars) | 247,000 | |||||||
Interest expenses (in Dollars) | $ 172,000 | |||||||
Series A Warrants [Member] | ||||||||
Strategic Funding (Details) [Line Items] | ||||||||
Warrants issued (in Shares) | shares | 2,068,966 | |||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 0.725 | |||||||
Shares vested | 1,034,483 | |||||||
Percentage of shares are fully vested | 50% | |||||||
Remaining shares vested (in Shares) | shares | 1,034,438 | |||||||
Percentage of warrants cancelled | 50% | |||||||
Fair value of warrants (in Dollars) | $ 596 | |||||||
Series B Warrants [Member] | ||||||||
Strategic Funding (Details) [Line Items] | ||||||||
Warrants issued (in Shares) | shares | 344,828 | |||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 1.45 | |||||||
Shares vested | 172,414 | |||||||
Percentage of shares are fully vested | 50% | |||||||
Remaining shares vested (in Shares) | shares | 172,414 | |||||||
Percentage of warrants cancelled | 50% | |||||||
Fair value of warrants (in Dollars) | $ 596 | |||||||
Series C Warrants [Member] | ||||||||
Strategic Funding (Details) [Line Items] | ||||||||
Warrants issued (in Shares) | shares | 2,222,222 | |||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 0.675 | |||||||
Shares vested | 1,111,111 | |||||||
Percentage of shares are fully vested | 50% | |||||||
Remaining shares vested (in Shares) | shares | 1,111,111 | |||||||
Percentage of warrants cancelled | 50% | |||||||
Fair value percentage of warrants | 50% | |||||||
Percentage of warrants on pro rata basis | 50% | |||||||
Series D Warrants [Member] | ||||||||
Strategic Funding (Details) [Line Items] | ||||||||
Warrants issued (in Shares) | shares | 370,370 | |||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 1.35 | |||||||
Shares vested | 185,185 | |||||||
Percentage of shares are fully vested | 50% | |||||||
Remaining shares vested (in Shares) | shares | 185,185 | |||||||
Percentage of warrants cancelled | 50% | |||||||
Fair value percentage of warrants | 50% | |||||||
Percentage of warrants on pro rata basis | 50% | |||||||
Bottom of range [member] | ||||||||
Strategic Funding (Details) [Line Items] | ||||||||
Exercisable prices ranging percentage | 130% | |||||||
Risk free interest rate | 3.14% | |||||||
Expected term | 3 years 3 days | |||||||
Expected volatility rate | 95.76% | |||||||
Top of range [member] | ||||||||
Strategic Funding (Details) [Line Items] | ||||||||
Exercisable prices ranging percentage | 300% | |||||||
Risk free interest rate | 4.30% | |||||||
Expected term | 3 years 10 months 6 days | |||||||
Expected volatility rate | 99.96% | |||||||
Accounting treatment [Member] | Series C Warrants [Member] | ||||||||
Strategic Funding (Details) [Line Items] | ||||||||
Percentage of warrants cancelled | 50% | |||||||
Accounting treatment [Member] | Series D Warrants [Member] | ||||||||
Strategic Funding (Details) [Line Items] | ||||||||
Percentage of warrants cancelled | 50% |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details) $ in Thousands | Jul. 02, 2018 USD ($) |
Disclosure Of Commitments Text Block [Abstract] | |
Liability to pay the IIA royalties for future sales | $ 374 |
Royalties payable, description | Royalties are payable at the rate of 3% to 3.5% of the proceeds from such sales. |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Leases Text Block Abstract | |||
Expense relating to short-term leases | $ 111 | $ 58 | $ 123 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of right-of-use assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases (Details) - Schedule of right-of-use assets [Line Items] | ||
Cost, Balance at beginning | $ 919 | $ 810 |
Cost, Balance at end of year | 943 | 919 |
Accumulated amortization, Balance at beginning of year | (468) | (267) |
Accumulated amortization, Balance at end of year | (753) | (468) |
Total | 190 | 451 |
Cost, Additions during year | 45 | 207 |
Cost, Disposals during year | (21) | (98) |
Accumulated amortization, Additions during year | (291) | (275) |
Accumulated amortization, Disposals during year | 6 | 74 |
Property [Member] | ||
Leases (Details) - Schedule of right-of-use assets [Line Items] | ||
Cost, Balance at beginning | 763 | 639 |
Cost, Balance at end of year | 763 | 763 |
Accumulated amortization, Balance at beginning of year | (413) | (204) |
Accumulated amortization, Balance at end of year | (643) | (413) |
Total | 120 | 350 |
Cost, Additions during year | 124 | |
Cost, Disposals during year | ||
Accumulated amortization, Additions during year | (230) | (209) |
Accumulated amortization, Disposals during year | ||
Motor Vehicles [Member] | ||
Leases (Details) - Schedule of right-of-use assets [Line Items] | ||
Cost, Balance at beginning | 156 | 171 |
Cost, Balance at end of year | 180 | 156 |
Accumulated amortization, Balance at beginning of year | (55) | (63) |
Accumulated amortization, Balance at end of year | (110) | (55) |
Total | 70 | 101 |
Cost, Additions during year | 45 | 83 |
Cost, Disposals during year | (21) | (98) |
Accumulated amortization, Additions during year | (61) | (66) |
Accumulated amortization, Disposals during year | $ 6 | $ 74 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease liabilities - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases (Details) - Schedule of lease liabilities [Line Items] | |||
Balance at beginning of year | $ 562 | $ 663 | |
Balance at end of year | 217 | 562 | $ 663 |
Balance at end of year for lease liabilities | 217 | 562 | |
Additions | 40 | 198 | |
Disposals | (12) | (30) | |
Interest expense | 11 | 102 | 85 |
Payments | (384) | (371) | |
Property [Member] | |||
Leases (Details) - Schedule of lease liabilities [Line Items] | |||
Balance at beginning of year | 459 | 534 | |
Balance at end of year | 153 | 459 | 534 |
Balance at end of year for lease liabilities | 153 | 459 | |
Additions | 124 | ||
Disposals | |||
Interest expense | 9 | 92 | |
Payments | (315) | (291) | |
Motor Vehicles [Member] | |||
Leases (Details) - Schedule of lease liabilities [Line Items] | |||
Balance at beginning of year | 103 | 129 | |
Balance at end of year | 64 | 103 | $ 129 |
Balance at end of year for lease liabilities | 64 | 103 | |
Additions | 40 | 74 | |
Disposals | (12) | (30) | |
Interest expense | 2 | 10 | |
Payments | (69) | (80) | |
Short-term borrowings [Member] | |||
Leases (Details) - Schedule of lease liabilities [Line Items] | |||
Short-term lease liabilities | 204 | 365 | |
Short-term borrowings [Member] | Property [Member] | |||
Leases (Details) - Schedule of lease liabilities [Line Items] | |||
Short-term lease liabilities | 153 | 306 | |
Short-term borrowings [Member] | Motor Vehicles [Member] | |||
Leases (Details) - Schedule of lease liabilities [Line Items] | |||
Short-term lease liabilities | 51 | 59 | |
Long-term borrowings [Member] | |||
Leases (Details) - Schedule of lease liabilities [Line Items] | |||
Long-term lease liabilities | 13 | 197 | |
Long-term borrowings [Member] | Property [Member] | |||
Leases (Details) - Schedule of lease liabilities [Line Items] | |||
Long-term lease liabilities | 153 | ||
Long-term borrowings [Member] | Motor Vehicles [Member] | |||
Leases (Details) - Schedule of lease liabilities [Line Items] | |||
Long-term lease liabilities | $ 13 | $ 44 |
Retirement Benefits Obligation
Retirement Benefits Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Retirement Benefits Obligation Abstract | |||
Expense in respect of defined contribution plans | $ 319 | $ 276 | $ 177 |
Share Based Payment (Details)
Share Based Payment (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Dec. 01, 2020 | Dec. 01, 2020 | Dec. 27, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Payment (Details) [Line Items] | ||||||
Fair value | $ 2.5 | $ 2.5 | $ 2.5 | |||
Shares issued (in Shares) | 140,135 | |||||
Estimated Fair Value (in Dollars) | $ 104 | |||||
Description of warrants grant | On December 1, 2020, the Company issued 5,000 warrants to a certain service provider, which can be exercised into 5,000 ADSs (50,000 ordinary shares) using a cashless mechanism. The exercise price of the warrants is $10.15 per ADS, they vest 50% upon issuance and 50% following 6 months from the date of grant, and their expiration date is 3 years from the date of issuance. As of December 31, 2022, no warrants were exercised. | |||||
Fair value of warrants (in Dollars) | $ 37 | $ 53 | ||||
Expected volatility rate | 69.28% | 104.07% | ||||
Risk-free interest rate | 4.39% | 0.83% | ||||
Expected term | 2 years 11 months 1 day | |||||
Description of warrants grant | On December 27, 2021, the Company issued 10,000 fully vested warrants to a certain service provider, which can be exercised into 10,000 ADSs (100,000 ordinary shares) within 5 years from the date of grant. 5,000 warrants can be exercised at a price of $12.5 per warrants, and additional 5,000 warrants can be exercise in an exercise price of $20.0 per warrant. As of December 31, 2022, no warrants were exercised. | |||||
Expected volatility | 104.71% | |||||
Risk free interest rate | 1.42% | |||||
Description of warrants grant | 1 year 5 months 4 days | 2 years 5 months 4 days | ||||
Warrant reserve [member] | ||||||
Share Based Payment (Details) [Line Items] | ||||||
Description of warrants grant | 5 years | |||||
Minimum [Member] | ||||||
Share Based Payment (Details) [Line Items] | ||||||
Expected volatility rate | 69.93% | 99.93% | ||||
Risk-free interest rate | 4.11% | 0.95% | ||||
Description of warrants grant | 11 months 1 day | 2 years 10 months 9 days | ||||
Exercise price of option | $ 0 | |||||
Maximum [Member] | ||||||
Share Based Payment (Details) [Line Items] | ||||||
Expected volatility rate | 98.87% | 101.72% | ||||
Risk-free interest rate | 4.73% | 1.15% | ||||
Description of warrants grant | 3 years 4 months 20 days | 3 years 9 months | ||||
Exercise price of option | $ 1.89 | |||||
Black-Scholes [Member] | ||||||
Share Based Payment (Details) [Line Items] | ||||||
Expected volatility rate | 116.10% | |||||
Risk-free interest rate | 0.22% |
Share Based Payment (Details) -
Share Based Payment (Details) - Schedule of company's grants under the Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
March 13, 2022 [Member] | ||||
2022 | ||||
Options amount (in Shares) | 84,000 | |||
Fair value at the date of grant (in Dollars) | [1] | $ 59 | ||
Volatility | [2] | 93.01% | ||
Risk free interest | 2 years 29 days | |||
Expected term | 10% | |||
March 13, 2022 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | $ 2.48 | |||
May 30, 2022 [Member] | ||||
2022 | ||||
Options amount (in Shares) | 323,000 | |||
Fair value at the date of grant (in Dollars) | [1] | $ 125 | ||
Volatility | [2] | 92.55% | ||
Risk free interest | 2 years 6 months 25 days | |||
Expected term | 10% | |||
May 30, 2022 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | $ 2.14 | |||
May 30, 2022 [Member] | Minimum [Member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | $ 0 | |||
August 31, 2022 [Member] | ||||
2022 | ||||
Options amount (in Shares) | 228,000 | |||
Fair value at the date of grant (in Dollars) | [1] | $ 63 | ||
Volatility | [2] | 91.14% | ||
Risk free interest | 2 years 11 months 19 days | |||
Expected term | 10% | |||
August 31, 2022 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | $ 1.79 | |||
November 28, 2022 [Member] | ||||
2022 | ||||
Options amount (in Shares) | 1,673,060 | |||
Fair value at the date of grant (in Dollars) | [1] | $ 295 | ||
Volatility | [2] | 91.09% | ||
Risk free interest | 3 years 3 months 18 days | |||
Expected term | 10% | |||
November 28, 2022 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | $ 1.27 | |||
December 19, 2022 [Member] | ||||
2022 | ||||
Options amount (in Shares) | 1,020,000 | |||
Fair value at the date of grant (in Dollars) | [1] | $ 116 | ||
Volatility | [2] | 90.78% | ||
Risk free interest | 3 years 4 months 13 days | |||
Expected term | 10% | |||
December 19, 2022 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | $ 1.51 | |||
December 21, 2022 [Member] | ||||
2022 | ||||
Options amount (in Shares) | 20,000 | |||
Fair value at the date of grant (in Dollars) | [1] | $ 2 | ||
Volatility | [2] | 90.78% | ||
Risk free interest | 3 years 5 months 19 days | |||
Expected term | 10% | |||
December 21, 2022 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | $ 1.07 | |||
March 7, 2021 [Member] | ||||
2022 | ||||
Options amount (in Shares) | 298,755 | |||
Fair value at the date of grant (in Dollars) | [1] | $ 267 | ||
Volatility | [2] | 97.59% | ||
Risk free interest | 1 year 3 months 7 days | |||
Expected term | 10% | |||
March 7, 2021 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | $ 6.27 | |||
April 13, 2021 [Member] | ||||
2022 | ||||
Options amount (in Shares) | 110,000 | |||
Fair value at the date of grant (in Dollars) | [1] | $ 94 | ||
Volatility | [2] | 97.42% | ||
April 13, 2021 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | $ 5.2 | |||
Risk free interest | 1 year 2 months 4 days | |||
Expected term | 10% | |||
April 13, 2021 [Member] | Minimum [Member] | ||||
2022 | ||||
Risk free interest | 6 months | |||
Expected term | 5% | |||
August 25, 2021 [Member] | ||||
2022 | ||||
Options amount (in Shares) | 1,657,572 | |||
Fair value at the date of grant (in Dollars) | [1] | $ 1,117 | ||
August 25, 2021 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | $ 4 | |||
Volatility | [2] | 106.19% | ||
Risk free interest | 1 year 1 month 20 days | |||
Expected term | 10% | |||
August 25, 2021 [Member] | Minimum [Member] | ||||
2022 | ||||
Volatility | [2] | 94.98% | ||
Risk free interest | 2 months 1 day | |||
Expected term | 3% | |||
September 19, 2021 [Member] | ||||
2022 | ||||
Options amount (in Shares) | 483,750 | |||
Fair value at the date of grant (in Dollars) | [1] | $ 291 | ||
Volatility | [2] | 94.56% | ||
Risk free interest | 1 year 2 months 26 days | |||
Expected term | 10% | |||
September 19, 2021 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | $ 4.6 | |||
October 6, 2021 [Member] | ||||
2022 | ||||
Options amount (in Shares) | 12,500 | |||
Fair value at the date of grant (in Dollars) | [1] | $ 8 | ||
Volatility | [2] | 106.19% | ||
Risk free interest | 2 months 1 day | |||
Expected term | 3% | |||
October 6, 2021 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | $ 4 | |||
October 17, 2021 [Member] | ||||
2022 | ||||
Options amount (in Shares) | 12,500 | |||
Fair value at the date of grant (in Dollars) | [1] | $ 8 | ||
Volatility | [2] | 106.19% | ||
Risk free interest | 2 months 1 day | |||
Expected term | 3% | |||
October 17, 2021 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | $ 4 | |||
February 25, 2020 [Member] | ||||
2022 | ||||
Options amount (in Shares) | [3] | 13,171 | ||
Fair value at the date of grant (in Dollars) | [1],[3] | $ 27 | ||
Volatility | ||||
Risk free interest | ||||
Expected term | [3] | 3% | ||
February 25, 2020 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | [3] | $ 0.04 | ||
May 26, 2020 [Member] | ||||
2022 | ||||
Options amount (in Shares) | [3] | 7,672 | ||
Fair value at the date of grant (in Dollars) | [1],[3] | $ 10 | ||
Volatility | ||||
Risk free interest | ||||
Expected term | [3] | 3% | ||
May 26, 2020 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | [3] | $ 0 | ||
August 2, 2020 [Member] | ||||
2022 | ||||
Options amount (in Shares) | 1,282,250 | |||
Fair value at the date of grant (in Dollars) | [1] | $ 1,341 | ||
August 2, 2020 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | $ 6.04 | |||
Volatility | [2] | 109.54% | ||
Risk free interest | 8 months 15 days | |||
Expected term | 10% | |||
August 2, 2020 [Member] | Minimum [Member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | $ 0 | |||
Volatility | [2] | 99.89% | ||
Risk free interest | 1 month 28 days | |||
Expected term | 3% | |||
August 30, 2020 [Member] | ||||
2022 | ||||
Options amount (in Shares) | 7,500 | |||
Fair value at the date of grant (in Dollars) | [1] | $ 5 | ||
Volatility | [2] | 99.08% | ||
Risk free interest | 8 months 26 days | |||
Expected term | 10% | |||
August 30, 2020 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | $ 5.23 | |||
September 15, 2020 [Member] | ||||
2022 | ||||
Options amount (in Shares) | 911,250 | |||
Fair value at the date of grant (in Dollars) | [1] | $ 483 | ||
September 15, 2020 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | $ 6.04 | |||
Volatility | [2] | 120.99% | ||
Risk free interest | 9 months 25 days | |||
Expected term | 10% | |||
September 15, 2020 [Member] | Minimum [Member] | ||||
2022 | ||||
Volatility | [2] | 98.66% | ||
Risk free interest | 25 days | |||
Expected term | 1.50% | |||
December 23, 2020 [Member] | ||||
2022 | ||||
Options amount (in Shares) | [3] | 10,560 | ||
Fair value at the date of grant (in Dollars) | [1],[3] | $ 13 | ||
Volatility | ||||
Risk free interest | ||||
Expected term | [3] | 3% | ||
December 23, 2020 [Member] | Top of range [member] | ||||
2022 | ||||
Exercise price (in Dollars per share) | [3] | $ 0 | ||
[1] The early exercise multiple used for the fair value calculations for grants during 2022, 2021 and 2020 is 2.5 for each offeree. Volatility is based on volatility data of the traded share price of the Company. Fully vested at grant date, calculated according to the intrinsic value at the date of grant. |
Share Based Payment (Details)_2
Share Based Payment (Details) - Schedule of share options outstanding and weighted average exercise prices - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Share Options Outstanding And Weighted Average Exercise Prices Abstract | |||
Number of options, Outstanding at beginning | 4,235,525 | 2,206,321 | 6,532 |
Average exercise price, Outstanding at beginning | $ 1.52 | $ 2 | $ 248 |
Number of options, Granted | 3,348,060 | 2,575,077 | 2,232,403 |
Average exercise price, Granted | $ 0.4 | $ 1.31 | $ 1.2 |
Number of options, Exercised | (46,561) | (69,807) | (6,282) |
Average exercise price, Exercised | |||
Number of options, Forfeited\Cancelled | (277,196) | (472,898) | (26,250) |
Average exercise price, Forfeited\Cancelled | $ 1.51 | $ 1.23 | $ 1.6 |
Number of options, Expired | (258,028) | (3,168) | (82) |
Average exercise price, Expired | $ 4.52 | $ 19.75 | $ 1,042 |
Number of options, Outstanding at end of year | 7,001,800 | 4,235,525 | 2,206,321 |
Average exercise price, Outstanding at end of year | $ 0.88 | $ 1.52 | $ 2 |
Number of options, Exercisable at end of year | 2,087,181 | 883,567 | 147,729 |
Average exercise price per, Exercisable at end of year | $ 1.31 | $ 2.19 | $ 6 |
Share Based Payment (Details)_3
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year (in Shares) | 7,001,800 | 4,235,525 | 2,206,321 |
0.00-0.01 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year (in Shares) | 589,668 | 506,231 | 622,621 |
0.31-0.76 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year (in Shares) | 3,118,060 | ||
1.23-1.89 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year (in Shares) | 3,294,072 | 3,722,972 | 1,577,250 |
46.62-1,554.54 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year (in Shares) | 6,322 | 6,450 | |
Maximum [Member] | 0.00-0.01 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Weighted average remaining contractual life (in years) | 1 month 24 days | 1 year 1 month 24 days | 1 year 1 month 24 days |
Maximum [Member] | 0.31-0.76 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Weighted average remaining contractual life (in years) | 9 years 2 months 12 days | ||
Maximum [Member] | 1.23-1.89 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Weighted average remaining contractual life (in years) | 7 months 2 days | 1 year 6 months 29 days | 8 years 7 months 2 days |
Maximum [Member] | 46.62-1,554.54 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Weighted average remaining contractual life (in years) | 29 days | 9 months | |
Minimum [Member] | 0.00-0.01 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Weighted average remaining contractual life (in years) | 9 years 5 months 1 day | 9 years 7 months 24 days | 8 years 7 months 2 days |
Minimum [Member] | 0.31-0.76 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Weighted average remaining contractual life (in years) | 9 years 11 months 19 days | ||
Minimum [Member] | 1.23-1.89 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Weighted average remaining contractual life (in years) | 8 years 7 months 24 days | 9 years 7 months 24 days | 8 years 8 months 15 days |
Minimum [Member] | 46.62-1,554.54 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Weighted average remaining contractual life (in years) | 6 years 5 months 19 days | 6 years 5 months 19 days |
Share Based Payment (Details)_4
Share Based Payment (Details) - Schedule of expenses recognized in the financial statements - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Expenses Recognized In The Financial Statements Abstract | |||
Share-based payment plans | $ 1,679 | $ 2,356 | $ 742 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Jul. 17, 2022 | Jul. 31, 2020 | Apr. 02, 2020 | Nov. 30, 2022 | Feb. 18, 2021 | Apr. 23, 2020 | Dec. 31, 2022 | Jul. 22, 2020 | Apr. 30, 2020 | |
Shareholders' Equity (Details) [Line Items] | |||||||||
Ordinary shares, description | The last reported market price for the Company’s securities on December 31, 2022, was $2.40 per ADS on the Nasdaq and ILS0.826 per share on the TASE (based on the exchange rate reported by the Bank of Israel for that date). | ||||||||
Direct offering | $ 720 | ||||||||
Shares of offering (in Shares) | 45,000 | ||||||||
Price of per share (in Dollars per share) | $ 14 | $ 16 | $ 14 | ||||||
Underwritten public offering, description | On April 23, 2020, the Company completed an underwritten public offering of approximately $8.4 million, before deducting underwriting discounts, commissions and other offering costs of $1,093 thousand. The offering consisted of (i) 85,860 units (the “April 2020 Units”) of ADSs and warrants to purchase one ADS per warrant (the “April 2020 Warrants”), with each Unit consisting of one ADS and one Warrant, and (ii) 677,750 pre-funded units (the “April 2020 Pre-Funded Units”), with each April 2020 Pre-Funded Unit consisting of a pre-funded warrant to purchase one ADS (an “April 2020 Pre-Funded Warrant”) and one April 2020 Warrant. Each April 2020 Unit was sold at a price of $1.1 per unit, and each April 2020 Pre-Funded Unit was sold at a price of $10.99 per unit, including an exercise price of $0.01 per full ADS. The April 2020 Pre-Funded Warrants are exercisable at any time after the date of issuance upon payment of the exercise price. The April 2020 Warrants have a per ADS exercise price of $12.0 per full ADS, are exercisable immediately, and will expire five years from the date of issuance. The Company granted the underwriter a 45-day option to purchase up to an additional 114,542 ADSs and/or April 2020 Warrants to cover over-allotments, if any. The underwriter did not exercise its option. | ||||||||
Issuance of shares (in Shares) | 307,500 | ||||||||
Exercise price (in Dollars per share) | $ 0.01 | ||||||||
Gross proceeds | $ 5,900 | ||||||||
Offering cost | $ 401 | ||||||||
Exercise of warrants (in Shares) | 677,750 | ||||||||
Aggregate exercise amount | $ 1,670 | ||||||||
Warrants (in Shares) | 614,990 | ||||||||
Exercise amount | $ 7 | ||||||||
Registered direct offering, description | On February 18, 2021, the Company completed a registered direct offering of approximately $9,750 thousand, before deducting offering costs of $527 thousand. The offering consisted of (i) 461,500 ADSs at a purchase price of $20.00 per ADS, and (ii) 26,000 pre-funded warrants (the “February 2021 Pre-Funded Warrants”) each to purchase one ADS. | ||||||||
Aggregate offering price | $ 5,000 | ||||||||
Pre-Funded Warrants [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Price of per share (in Dollars per share) | $ 114,500 | ||||||||
Aggregate exercise amount | $ 7,500 | ||||||||
Warrants (in Shares) | 614,990 | ||||||||
Ordinary shares (in Shares) | 2,181,009 | ||||||||
Earn out payment | $ 1,050 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of ordinary share capital - Ordinary shares [member] - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Shareholders' Equity (Details) - Schedule of ordinary share capital [Line Items] | ||
Number of shares authorized | 75,000,000 | 75,000,000 |
Number of issued and paid | 32,628,044 | 30,000,339 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jul. 04, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combinations (Details) [Line Items] | |||
Initial consideration paid | $ 9,300 | ||
Cash consideration | 3,700 | ||
Equity consideration | $ 5,600 | ||
Issuance of ordinary shares (in Shares) | 4,062,045 | 4,062,045 | |
Useful life description | The estimated useful life of the acquired technologies is 10 years, and the customer relations is between 2 to 8 years. | ||
Estimated fair value | $ 5,808 | ||
Per share (in Dollars per share) | $ 1.43 | ||
Contribution to revenue | $ 3,389 | ||
Increased net loss | 1,478 | ||
Pro forma revenue and net loss | 12,572 | ||
Pro-forma loss from continuing operations | $ 13,571 | ||
Acquisition of CyberKick [Member] | |||
Business Combinations (Details) [Line Items] | |||
Earn-out payments | $ 3,000 | ||
General and administrative expense | $ 215 | ||
Consideration transferred, acquisition-date fair value | 9,508 | ||
Estimated fair value | $ 3,000 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of total purchase price paid $ in Thousands | Jul. 04, 2021 USD ($) |
Schedule Of Total Purchase Price Paid Abstract | |
Cash | $ 3,700 |
Fair value of ordinary shares issued | 5,808 |
Total purchase price | $ 9,508 |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of the fair values of assets acquired and liabilities $ in Thousands | Jul. 04, 2021 USD ($) |
Schedule Of The Fair Values Of Assets Acquired And Liabilities Abstract | |
Customer relations | $ 3,228 |
Technologies | 792 |
Deferred tax liabilities | (825) |
Property and equipment, net | 2 |
Goodwill | 6,311 |
Net assets acquired | $ 9,508 |
Revenues and Cost of Revenues_2
Revenues and Cost of Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Revenues And Cost Of Revenues Abstract | |||
Revenue related to contract liability balances | $ 514 | $ 441 | $ 562 |
Revenues and Cost of Revenues_3
Revenues and Cost of Revenues (Details) - Schedule of revenues - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Revenues Abstract | |||
Software as a Service | $ 11,850 | $ 7,328 | $ 3,839 |
Advertising services | 6,699 | 2,325 | |
Software licenses | 28 | 227 | 447 |
Software support services | 202 | 401 | 587 |
Other services | 13 | ||
Total revenues | $ 18,779 | $ 10,281 | $ 4,886 |
Revenues and Cost of Revenues_4
Revenues and Cost of Revenues (Details) - Schedule of cost of revenues - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Cost Of Revenues Abstract | |||
Payroll and related expenses | $ 366 | $ 465 | $ 257 |
Clearing fees | 1,113 | 213 | |
Traffic acquisition costs | 3,070 | 1,118 | |
Share-based payment | 33 | 53 | 5 |
Internet services providers | 2,135 | 1,747 | 973 |
Networks and servers | 570 | 341 | 129 |
Amortization and impairment of intangible assets and depreciation | 1,244 | 1,156 | 1,084 |
Other | 121 | 52 | 51 |
Cost of revenues | $ 8,652 | $ 5,145 | $ 2,499 |
Research and Development Expe_3
Research and Development Expenses (Details) - Schedule of research and development expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Research And Development Expenses Abstract | |||
Payroll and related expenses | $ 2,355 | $ 2,086 | $ 999 |
Share-based payment | 525 | 770 | 124 |
Subcontractors | 900 | 1,429 | 911 |
Other | 253 | 486 | 168 |
Total | $ 4,033 | $ 4,771 | $ 2,202 |
Selling and Marketing Expense_2
Selling and Marketing Expenses (Details) - Schedule of selling and marketing expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Selling And Marketing Expenses Abstract | |||
Payroll and related expenses | $ 3,600 | $ 3,471 | $ 2,701 |
Media costs | 5,572 | 2,067 | |
Share-based payment | 635 | 943 | 299 |
Professional fees | 131 | 576 | 461 |
Marketing | 868 | 523 | 440 |
Amortization and impairment of intangible assets and depreciation | 1,001 | 416 | 39 |
Other | 380 | 352 | 275 |
Total | $ 12,187 | $ 8,348 | $ 4,215 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - Schedule of general and administrative expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
General and Administrative Expenses (Details) - Schedule of general and administrative expenses [Line Items] | |||
General and administrative expenses | $ 6,762 | $ 7,013 | $ 4,197 |
Payroll and related expenses [Member] | |||
General and Administrative Expenses (Details) - Schedule of general and administrative expenses [Line Items] | |||
General and administrative expenses | 1,682 | 1,678 | 1,130 |
Share based payment [Member] | |||
General and Administrative Expenses (Details) - Schedule of general and administrative expenses [Line Items] | |||
General and administrative expenses | 486 | 587 | 326 |
Professional Fees [Member] | |||
General and Administrative Expenses (Details) - Schedule of general and administrative expenses [Line Items] | |||
General and administrative expenses | 4,009 | 4,320 | 2,184 |
Other [Member] | |||
General and Administrative Expenses (Details) - Schedule of general and administrative expenses [Line Items] | |||
General and administrative expenses | $ 585 | $ 428 | $ 557 |
Financial Expenses, Net (Detail
Financial Expenses, Net (Details) - Schedule of financial expenses, net - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finance expenses: | |||
Bank fees and interest | $ (117) | $ (121) | $ (152) |
Issuance expenses | (156) | ||
Interest expenses | (212) | ||
Changes in financial assets at fair value through profit or loss | (167) | ||
Exchange rate differences | (35) | ||
Total finance expenses | (531) | (121) | (308) |
Financing income: | |||
Changes in financial liabilities at fair value through profit or loss, including day 1 loss | 461 | 961 | 3,245 |
Changes in financial assets at fair value through profit or loss | 80 | ||
Interest received | 16 | 8 | 14 |
Exchange differences | 14 | 289 | |
Total financing income | 477 | 1,063 | 3,548 |
Financing income (expenses), net | $ (54) | $ 942 | $ 3,240 |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of basic loss per share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Basic Loss Per Share Abstract | |||
Loss attributable to Company’s owners (U.S. dollars in thousands) | $ (13,151) | $ (13,125) | $ (7,845) |
The weighted average of the number of ordinary shares in issue (in thousands) | 31,594,000 | 27,106,000 | 11,074,000 |
Basic loss per share (U.S. dollar) | $ (0.42) | $ (0.48) | $ (0.71) |
Loss Per Share (Details) - Sc_2
Loss Per Share (Details) - Schedule of diluted loss per share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Diluted Loss Per Share Abstract | |||
Loss attributable to the Company’s owners, used in computation of basic loss per share (U.S. dollars in thousands) | $ (13,151) | $ (13,125) | $ (7,845) |
Adjustment in respect of the finance income relating to convertible debentures (U.S. dollars in thousands) | (1,692) | ||
Total loss per share | $ (13,151) | $ (13,125) | $ (9,537) |
The weighted average of the number of ordinary shares in issue used in computation of basic loss per share (in thousands) | 31,594 | 27,106 | 11,074 |
Adjustment respect of the incremental shares assuming the conversion to convertible debentures (in thousands) | 1,911 | ||
Total weighted average of the number of ordinary shares | 31,594 | 27,106 | 12,985 |
Diluted loss per share (U.S. dollar) | $ (0.42) | $ (0.48) | $ (0.84) |
Related Parties Transactions _3
Related Parties Transactions and Balances (Details) - Schedule of compensation to related parties - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Compensation To Related Parties Abstract | |||
Compensation to directors employed by the Company | $ 616 | $ 1,041 | $ 1,122 |
Compensation to other key management personnel | 487 | 444 | 1,245 |
Compensation to directors who are not employed by the Company | $ 200 | $ 88 | $ 80 |
Related Parties Transactions _4
Related Parties Transactions and Balances (Details) - Schedule of compensation to key management personnel for work services - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Compensation To Key Management Personnel For Work Services Abstract | |||
Payroll, management fees, and other short-term benefits | $ 833 | $ 1,181 | $ 2,069 |
Share-based payments | 270 | 303 | 297 |
Compensation paid to key management personnel | $ 1,103 | $ 1,484 | $ 2,366 |
Related Parties Transactions _5
Related Parties Transactions and Balances (Details) - Schedule of balances with related parties - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Balances With Related Parties Abstract | ||
Employees payable | $ 324 | $ 414 |
Accounts payable | 40 | 61 |
Total | $ 364 | $ 475 |
Entity Level Disclosures and _3
Entity Level Disclosures and Segment Information (Details) - One main customer [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Entity Level Disclosures and Segment Information (Details) [Line Items] | ||
Revenue | $ 6,948 | $ 2,214 |
Total sales percentage | 37% | 22% |
Entity Level Disclosures and _4
Entity Level Disclosures and Segment Information (Details) - Schedule of company’s operating segments - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Entity Level Disclosures and Segment Information (Details) - Schedule of company’s operating segments [Line Items] | ||||
Revenues | $ 18,779 | $ 10,281 | $ 4,886 | |
Adjusted operating loss | (6,236) | (8,524) | (3,968) | |
Non-attributable corporate expenses | (2,445) | (2,331) | (2,154) | |
Share-based payments | (1,679) | (2,356) | (742) | |
Contingent consideration measurement | 684 | (345) | ||
Impairment of goodwill and intangible assets | (1,021) | (700) | (2,759) | |
Depreciation and amortization | (2,043) | (1,785) | (1,363) | |
Operating loss | (13,424) | (15,012) | (11,331) | |
Financial expenses, net | (54) | 942 | 3,240 | |
Tax benefit | 327 | 945 | 246 | |
Net loss for the year | (13,151) | (13,125) | (7,845) | |
Enterprise cybersecurity [Member] | ||||
Entity Level Disclosures and Segment Information (Details) - Schedule of company’s operating segments [Line Items] | ||||
Revenues | 230 | 627 | 1,047 | |
Adjusted operating loss | (417) | (4,218) | (3,133) | |
Enterprise Internet Access [Member] | ||||
Entity Level Disclosures and Segment Information (Details) - Schedule of company’s operating segments [Line Items] | ||||
Revenues | 8,479 | 6,265 | 3,839 | |
Adjusted operating loss | [1] | (2,380) | (2,987) | (835) |
Consumer Internet Access [Member] | ||||
Entity Level Disclosures and Segment Information (Details) - Schedule of company’s operating segments [Line Items] | ||||
Revenues | 10,070 | 3,389 | ||
Adjusted operating loss | (3,439) | (1,319) | ||
Consolidated [Member] | ||||
Entity Level Disclosures and Segment Information (Details) - Schedule of company’s operating segments [Line Items] | ||||
Revenues | 18,779 | 10,281 | 4,886 | |
Adjusted operating loss | ||||
[1] Including legal expenses related to Bright Data action, see also Note 13. |
Entity Level Disclosures and _5
Entity Level Disclosures and Segment Information (Details) - Schedule of company’s revenues by geographic regions - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Entity Level Disclosures and Segment Information (Details) - Schedule of company’s revenues by geographic regions [Line Items] | |||
Revenues | $ 18,779 | $ 10,281 | $ 4,886 |
U.S. [Member] | |||
Entity Level Disclosures and Segment Information (Details) - Schedule of company’s revenues by geographic regions [Line Items] | |||
Revenues | 4,110 | 3,618 | 1,837 |
Europe [Member] | |||
Entity Level Disclosures and Segment Information (Details) - Schedule of company’s revenues by geographic regions [Line Items] | |||
Revenues | 2,618 | 2,259 | 1,036 |
APAC [Member] | |||
Entity Level Disclosures and Segment Information (Details) - Schedule of company’s revenues by geographic regions [Line Items] | |||
Revenues | 1,320 | 553 | 427 |
U.K.Virgin Island [Member] | |||
Entity Level Disclosures and Segment Information (Details) - Schedule of company’s revenues by geographic regions [Line Items] | |||
Revenues | 7,009 | ||
MEA [Member] | |||
Entity Level Disclosures and Segment Information (Details) - Schedule of company’s revenues by geographic regions [Line Items] | |||
Revenues | 846 | ||
Other [Member] | |||
Entity Level Disclosures and Segment Information (Details) - Schedule of company’s revenues by geographic regions [Line Items] | |||
Revenues | $ 2,876 | 1,664 | 613 |
Hongkong [Member] | |||
Entity Level Disclosures and Segment Information (Details) - Schedule of company’s revenues by geographic regions [Line Items] | |||
Revenues | 1,365 | ||
Israel [Member] | |||
Entity Level Disclosures and Segment Information (Details) - Schedule of company’s revenues by geographic regions [Line Items] | |||
Revenues | $ 822 | $ 973 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events [Member] - USD ($) $ / shares in Thousands | Jan. 01, 2023 | Jan. 30, 2023 |
Subsequent Events (Details) [Line Items] | ||
O.R.B fund | $ 111,111 | |
Total amount | 2,000,000 | |
Original tranches | $ 333,333 | |
Aggregate amount | $ 550,000,000 | |
Aggregate funding | 2,220,000 | |
Loan commitment | $ 4,000,000 | |
Pre-funded warrants (in Dollars per share) | $ 300 | |
Exercised shares (in Shares) | 550,000 | |
Raised a gross amount | $ 75,000 | |
Raised a net amount | $ 73,000 | |
Issuance of shares (in Shares) | 25,847 | |
Issued capital, ordinary shares | $ 258,470 |