Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information Line Items | |
Entity Registrant Name | RAIL VISION LTD. |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 2,998,278 |
Amendment Flag | false |
Entity Central Index Key | 0001743905 |
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, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | true |
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 | 001-41334 |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Address Line One | 15 Ha’Tidhar St |
Entity Address, City or Town | Ra’anana |
Entity Address, Postal Zip Code | 4366517 |
Entity Address, Country | IL |
Entity Interactive Data Current | Yes |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | U.S. GAAP |
Auditor Firm ID | 1197 |
Auditor Name | Brightman Almagor Zohar & Co. |
Auditor Location | Tel Aviv, Israel |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 15 Ha’Tidhar St |
Entity Address, City or Town | Ra’anana |
Entity Address, Postal Zip Code | 4366517 |
Entity Address, Country | IL |
Contact Personnel Name | Shahar Hania |
City Area Code | +972 |
Local Phone Number | 9-957-7706 |
Contact Personnel Email Address | Email: marketing@railvision.io |
Ordinary shares, no par value | |
Document Information Line Items | |
Trading Symbol | RVSN |
Title of 12(b) Security | Ordinary shares, no par value |
Security Exchange Name | NASDAQ |
Warrants to purchase ordinary shares, no par value [Member] | |
Document Information Line Items | |
Trading Symbol | RVSNW |
Title of 12(b) Security | Warrants to purchase ordinary shares, no par value |
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 3,066 | $ 8,270 |
Restricted cash | 223 | 222 |
Accounts receivable | 115 | |
Inventories | 977 | |
Other current assets | 336 | 225 |
Total current assets | 4,602 | 8,832 |
Operating lease - right of use asset | 889 | 1,151 |
Fixed assets, net | 430 | 449 |
Total non current assets | 1,319 | 1,600 |
TOTAL ASSETS | 5,921 | 10,432 |
Current liabilities | ||
Trade accounts payable | 185 | 56 |
Current operating lease liability | 285 | 281 |
Other accounts payable | 2,140 | 1,032 |
Total current liabilities | 2,610 | 1,369 |
Non-current operating lease liability | 524 | 798 |
TOTAL LIABILITIES | 3,134 | 2,167 |
Commitments and contingencies liabilities | ||
Shareholders’ equity | ||
Ordinary shares, NIS 0.08 par value; Authorized 12,500,000 shares; Issued and outstanding: 2,998,278 and 1,987,005 shares as of December 31, 2023 and 2022 | 68 | 46 |
Additional paid in capital | 68,681 | 63,033 |
Accumulated deficit | (65,962) | (54,814) |
Total shareholders’ equity | 2,787 | 8,265 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 5,921 | $ 10,432 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - ₪ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value (in New Shekels per share) | ₪ 0.08 | ₪ 0.08 |
Ordinary shares, authorized | 12,500,000 | 12,500,000 |
Ordinary shares, issued | 2,998,278 | 1,987,005 |
Ordinary shares, outstanding | 2,998,278 | 1,987,005 |
Statements of Comprehensive Los
Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Statement [Abstract] | ||||
Revenues | $ 142 | $ 421 | $ 888 | |
Cost of revenues | (61) | (661) | (657) | |
Gross profit (loss) | 81 | (240) | 231 | |
Research and development expenses, net | (7,145) | (6,230) | (7,208) | |
General and administrative expenses | (4,339) | (4,265) | (3,316) | |
Operating loss | (11,403) | (10,735) | (10,293) | |
Financial income, net | 255 | 260 | 73 | |
Net loss | $ (11,148) | $ (10,475) | $ (10,220) | |
Basic loss per ordinary share (in Dollars per share) | [1] | $ (4.3) | $ (5.91) | $ (8.94) |
Weighted average number of ordinary shares outstanding used in computing basic loss per ordinary share (in Shares) | [1] | 2,587,290 | 1,771,803 | 1,143,518 |
[1]Retroactively adjusted to reflect the issuance of bonus shares effected on February 13, 2022, and a reverse share split of the Company’s ordinary shares effected on November 15, 2023 (see Note 1B) |
Statements of Comprehensive L_2
Statements of Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Statement [Abstract] | ||||
Diluted loss per ordinary share (in Dollars per share) | [1] | $ (4.3) | $ (5.91) | $ (8.94) |
Weighted average number of ordinary shares outstanding used in computing diluted loss per ordinary share | [1] | 2,587,290 | 1,771,803 | 1,143,518 |
[1]Retroactively adjusted to reflect the issuance of bonus shares effected on February 13, 2022, and a reverse share split of the Company’s ordinary shares effected on November 15, 2023 (see Note 1B) |
Statements of Convertible Prefe
Statements of Convertible Preferred Shares and Changes in Shareholders’ Equity - USD ($) $ in Thousands | Convertible Preferred A Shares | Ordinary Shares | Additional paid in capital | Accumulated Deficit | Total | ||
Balance at Dec. 31, 2020 | $ 4,965 | $ 25 | [1] | $ 35,001 | $ (34,119) | $ 907 | |
Balance (in Shares) at Dec. 31, 2020 | 51,282 | 1,142,075 | [1] | ||||
CHANGES DURING 2022: | |||||||
Issuance of convertible preferred shares | $ 5,000 | [1] | |||||
Issuance of convertible preferred shares (in Shares) | [1] | ||||||
Issuance of shares as a result of exercise of options | [1],[2] | 127 | 127 | ||||
Issuance of shares as a result of exercise of options (in Shares) | 2,591 | [1] | |||||
Share-based payment | [1] | 859 | 859 | ||||
Net loss | [1] | (10,220) | (10,220) | ||||
Balance at Dec. 31, 2021 | $ 9,965 | $ 25 | [1] | 35,987 | (44,339) | (8,327) | |
Balance (in Shares) at Dec. 31, 2021 | 51,282 | 1,144,666 | [1] | ||||
CHANGES DURING 2022: | |||||||
Conversion of convertible preferred shares into ordinary shares upon completion of initial public offering | $ (11,965) | $ 8 | [1] | 11,957 | 11,965 | ||
Conversion of convertible preferred shares into ordinary shares upon completion of initial public offering (in Shares) | (61,538) | 338,459 | [1] | ||||
Issuance of units of ordinary shares and warrants, net of issuance expenses | [3] | $ 12 | [1] | 13,575 | 13,587 | ||
Issuance of units of ordinary shares and warrants, net of issuance expenses (in Shares) | [3] | 473,405 | [1] | ||||
Conversion of convertible debt into ordinary shares upon completion of initial public offering | $ 1 | [1] | 999 | 1,000 | |||
Conversion of convertible debt into ordinary shares upon completion of initial public offering (in Shares) | 30,266 | [1] | |||||
Issuance of convertible preferred shares | $ 2,000 | [1] | |||||
Issuance of convertible preferred shares (in Shares) | 10,256 | [1] | |||||
Issuance of shares as a result of exercise of options | [1],[2] | 10 | 10 | ||||
Issuance of shares as a result of exercise of options (in Shares) | 209 | [1] | |||||
Share-based payment | [1] | 505 | 505 | ||||
Net loss | [1] | (10,475) | (10,475) | ||||
Balance at Dec. 31, 2022 | $ 46 | [1] | 63,033 | (54,814) | 8,265 | ||
Balance (in Shares) at Dec. 31, 2022 | 1,987,005 | [1] | |||||
CHANGES DURING 2022: | |||||||
Issuance of units of ordinary shares and warrants, net of issuance expenses | [3] | $ 21 | [1] | 5,376 | 5,397 | ||
Issuance of units of ordinary shares and warrants, net of issuance expenses (in Shares) | [3] | 986,842 | [1] | ||||
Issuance of shares as a result of exercise of warrants | $ 1 | [1] | (1) | ||||
Issuance of shares as a result of exercise of warrants (in Shares) | 24,431 | [1] | |||||
Share-based payment | [1] | 273 | 273 | ||||
Net loss | [1] | (11,148) | (11,148) | ||||
Balance at Dec. 31, 2023 | $ 68 | [1] | $ 68,681 | $ (65,962) | $ 2,787 | ||
Balance (in Shares) at Dec. 31, 2023 | 2,998,278 | [1] | |||||
[1]Retroactively adjusted to reflect the issuance of bonus shares effected on February 13, 2022, and a reverse share split of the Company’s ordinary shares effected on November 15, 2023 (see Note 1B)[2]Represents an amount less than $1.[3]Issuance costs in the amount of approximately $2,060 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Loss for the year | $ (11,148) | $ (10,475) | $ (10,220) |
Adjustments to reconcile loss to net cash used in operating activities: | |||
Depreciation | 171 | 150 | 142 |
Share-based payment | 273 | 505 | 1,055 |
Exchange rate changes on cash and cash equivalents | (70) | ||
Changes in operating assets and liabilities: | |||
Decrease (increase) in accounts receivable | 115 | ||
Decrease (increase) in other current assets | (111) | 163 | (381) |
Increase in Inventory | (977) | ||
Change in operating lease liability, net. | (8) | (159) | (91) |
Increase (decrease) in trade accounts payable | 129 | (83) | 87 |
Increase (decrease)in other accounts payable | 1,108 | (82) | (540) |
Net cash used in operating activities | (10,518) | (9,981) | (9,948) |
Cash flows from investing activities | |||
Purchase of fixed assets | (152) | (29) | (273) |
Net cash used in investing activities | (152) | (29) | (273) |
Cash flows from financing activities: | |||
Issuance of preferred A shares | 2,000 | 5,000 | |
Proceeds from a convertible debt | 1,000 | ||
Proceeds from exercise of options | 10 | 127 | |
Issuance of ordinary shares and warrants, net of issuance costs | 5,397 | 13,643 | |
Net cash provided by financing activities | 5,397 | 16,653 | 5,127 |
Effect of exchange rate changes on cash and cash equivalents | 70 | ||
Increase (decrease) in cash, cash equivalents and restricted cash | (5,203) | 6,643 | (5,094) |
Cash, cash equivalents and restricted cash at the beginning of the period | 8,492 | 1,849 | 6,943 |
Cash, cash equivalents and restricted cash at the end of the period | 3,289 | 8,492 | 1,849 |
Non-Cash Activities: | |||
Obtaining a right-of-use asset in exchange for a lease liability | 458 | ||
Conversion of preferred shares | 11,965 | ||
Conversion of a convertible debt | 1,000 | ||
Decrease of deferred expenses against additional paid in capital | $ 56 |
General
General | 12 Months Ended |
Dec. 31, 2023 | |
General [Abstract] | |
GENERAL | NOTE 1 - GENERAL A Reporting Entity: Rail Vision Ltd. (the “Company”) was incorporated and registered in Israel on April 18, 2016. The Company is a development-stage technology Company that is engaged in the design, development and assembly of railway detection systems designed to solve the challenges in railway operational safety, efficiency and predictive maintenance. The Company’s railway detection systems include different types of cameras, including optics, visible light spectrum cameras (video) and thermal cameras that transmit data to a ruggedized on-board computer which is designed to be suitable for the rough environment of a train’s locomotive. The Company’s ordinary shares and warrants began trading on the Nasdaq Capital Market (“Nasdaq”) on March 31, 2022, under the symbols “RVSN” and “RVSNW,” respectively (see Note 9B (4) below). The Company’s activities are subject to significant risks and uncertainties. The Company has incurred significant losses since the date of its inception and anticipates that it will continue to incur significant losses until it will be able to successfully commercialize its products. Failure to obtain this necessary capital when needed may force the Company to delay, limit or terminate its product development efforts or other operations. In addition, the Company is subject to risks including, among other things, competition associated with the industry in general, risks associated with financing, liquidity requirements, rapidly changing customer requirements, the loss of key personnel and the effect of planned expansion of operations on the future results of the Company. To date, the Company has not generated significant revenues from its activities and has incurred substantial operating losses. Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through the utilization of its current financial resources, sales of its products, and through additional raises of capital. As described in note 15C, subsequent to the balance sheet date, the Company raised $8,830 as part of issuance of shares and exercise of warrants and according to the current monthly burn rate, the management anticipates that its cash and cash equivalents as of the issuance date of the financial statements and the future expected cash flow from sales will be sufficient for 12 months of operations. B. Issuance of bonus shares and reverse split: On February 13, 2022, the Company effected a bonus shares issuances under Israeli law to reflect the effect of 44-for-1 forward share split of the Company’s ordinary shares. Accordingly, (i) for each one share of outstanding ordinary shares, 43 additional ordinary shares were issued and distributed to the holder thereof; (ii) the number of ordinary shares issuable upon the exercise of each outstanding convertible preferred shares, warrant and option was proportionately increased by 43 additional ordinary shares; (iii) the exercise price of each outstanding option to purchase ordinary shares was proportionately adjusted; (iv) the authorized number of ordinary shares was increased in order to reflect such issuance of bonus shares; and (v) the par value of ordinary shares was not adjusted as result of this issuance of bonus shares. On November 15, 2023, the Company effected a one-for-eight (1-for-8) reverse stock split of its ordinary share (the “Reverse Split”). As a result of the Reverse Split, every eight (8) shares of ordinary share either issued and outstanding were combined into one new share of ordinary share. All outstanding securities entitling their holders to purchase ordinary shares, including options and warrants were adjusted as a result of the Reverse Split, as required by the terms of those securities. The Reverse Split changed the par value of the ordinary share from NIS 0.01 to NIS 0.08. the Reverse Split did not change the number of shares authorized for issuance. See also note 15D below. All share amounts, share prices, and exercise prices have been adjusted retroactively within these financial statements to reflect the issuance of the bonus shares and the Reverse Split. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES A. Basis of Presentation: The financial statements have been prepared in conformity with accounting principles generally accepted in United Sates of America (“US GAAP”). B. Use of estimates in the preparation of financial statements: The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect reported amounts and disclosures made. Actual results could differ from those estimates. C. Financial statement in U.S. dollars: The functional currency of the Company is the U.S. dollar (“dollar” or “$”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of comprehensive loss as financial income or expenses, as appropriate. D. Cash and cash equivalents and restricted cash: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with maturities of three months or less as of the date acquired, readily convertible to known amounts of cash and subject to an insignificant risk. Restricted cash consists of deposits pledged to a bank that provided guarantee in connection with an operating lease. E. Fair value of financial instruments: The carrying values of cash and cash equivalents, restricted cash, accounts receivable, trade accounts payable, accrued expenses and employees and related expenses recorded in other accounts payable, approximate their fair value due to the short-term maturity of these instruments. ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact. The Company also considers assumptions that market participants would use when pricing the asset or liability, such as, inherent risk, transfer restrictions and risk of nonperformance. F. Inventories: Inventories are stated at the lower of cost or market, with cost determined by the first-in, first-out method (FIFO) of inventory accounting. The Company capitalizes, material, labor, subcontractor and overhead costs as work-in-process for contracts where control has not yet passed to the customer. The valuation of the inventories requires to make estimates regarding excess or obsolete inventories, including making estimates of the future demand for products to be sold. Although the Company make every effort to ensure the accuracy of forecasts of future product demand, any significant unanticipated changes in demand, price, or technological developments could have a significant impact on the value of the inventory and reported operating results. Charges for excess and obsolete inventories are included within cost of revenue. G. Fixed assets: Fixed assets are stated at cost, less accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets. The annual depreciation rates are as follows: % Office furniture and equipment 7-15 Computer software and electronic equipment 33 Laboratory equipment 7-15 Leasehold improvements Over the shorter of the lease term (including the option) or useful life H. Impairment of long-lived assets: The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. During 2023 and 2022, no impairment losses were recognized. I. Accrued post-employment benefit: Under Israeli employment laws, employees of the Company are covered under Section 14 of the Severance Compensation Act, 1963 (“Section 14”) for a portion of their salaries. According to Section 14, these employees are entitled to receive monthly deposits (payments) made by the Company on their behalf with insurance companies. Payments in accordance with Section 14 release the Company from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees. The obligation to make the monthly deposits is expensed as incurred. In addition, the aforementioned deposits are not recorded as an asset in the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. J. Revenue recognition: The Company applies ASC 606 “Revenue from contracts with customers” (“ASC 606”). Under ASC 606, revenue is measured as the amount of consideration the Company expects to be entitled to, in exchange for transferring products or providing services to its customers and is recognized when or as performance obligations under the terms of contracts with the Company’s customers are satisfied. ASC 606 prescribes a five-step model for recognizing revenue from contracts with customers: (i) identify contract(s) with the customer; (ii) identify the separate performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the separate performance obligations in the contract; and (v) recognize revenue when (or as) each performance obligation is satisfied. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses whether the goods or services promised within each contract are distinct and, therefore, represent a separate performance obligation. Goods and services that are determined not to be distinct are combined with other promised goods and services. The Company then allocates the transaction price (the amount of consideration the Company expects to be entitled to from a customer in exchange for the promised goods or services) to each performance obligation and recognizes the associated revenue when (or as) each performance obligation is satisfied. Revenues from product sales are recognized upon the transfer of control, which is generally upon shipment or delivery. Deferred revenue represents amounts received by the Company for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. The current portion of deferred revenue represents the amount to be recognized within one year from the balance sheet date based on the estimated performance period of the underlying performance obligation, see Note 6 below. K. Share-based payment: The Company applies ASC 718-10, “Share-Based Payment,” (“ASC 718-10”) which requires the measurement and recognition of compensation expenses for all share-based payment awards granted to employees and directors including share options granted under the Company’s incentive share option plan based on estimated fair values . ASC 718-10 requires companies to estimate the fair value of share-based payment awards on the date of grant. The portion of the grant-date fair value of the share-based payment award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s statements of comprehensive loss. The Company estimates the fair value of share options granted as share-based payment awards using a Black-Scholes option pricing model. The Black-Scholes option pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector. The expected option term is calculated for options granted to employees and directors using the “simplified” method, and grants to non-employees are based on the contractual term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The risk-free interest rate is based on the yield from Israel Treasury zero-coupon bonds with an equivalent term. Changes in the determination of each of the inputs can affect the fair value of the share options granted and the results of operations of the Company. L. Leases: The Company leases office space and vehicles under operating leases. Operating leases are included in operating lease right of use (“ROU”) assets and operating lease liabilities in the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities were recognized based on the present value of the remaining lease payments over the lease term. The Company’s incremental borrowing rate is used in determining the present value of lease payments because rate implicit in the Company’s leases is not readily determinable. The expected lease terms include options to extend or terminate the lease when it is reasonably certain that such options will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term, variable payments are expensed in the periods incurred. The Company has made an accounting policy election not to recognize ROU assets and lease liabilities that arise from leases with initial terms of 12 months or less. Instead, the Company continues to record such lease expenses on a straight-line basis over the lease term in the statements of comprehensive loss. M. Research and development expenses, net: Research and development expenses, net, are charged to the statements of comprehensive loss as incurred. N. Basic and diluted net loss per ordinary share: Basic loss per ordinary share is computed by dividing the net loss by the weighted average number of ordinary shares outstanding during the year. Diluted loss per share is computed by dividing the net loss by the weighted average number of ordinary shares outstanding plus the number of additional ordinary shares that would have been outstanding if all potentially dilutive ordinary shares had been issued, using the treasury stock method. Potentially dilutive ordinary shares were excluded from the diluted loss per share calculation because they were anti-dilutive. O. Recent Accounting Standards: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – “Improvements to Income Tax Disclosures”. The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted starting January 1, 2025. Early adoption is permitted, and the amendments should be applied on a prospective basis. The Company is currently evaluating the effect of adopting the ASU on its disclosures. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
INVENTORIES | NOTE 3 - INVENTORIES Inventories consist of the following as of December 31, 2023 and 2022: December 31, 2023 2022 Raw materials 505 -- Work in process 383 -- Finished goods 89 -- $ 977 $ -- |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4 - OTHER CURRENT ASSETS Other current assets consist of the following as of December 31, 2023 and 2022: December 31, 2023 2022 Government institutions $ 88 $ 27 Deposits at the Chamber of Commerce 14 49 Deferred expenses (See note 7H) 39 -- Deferred cost of revenues (See note 7H) 85 -- Prepaid expenses 87 118 Other 23 31 $ 336 $ 225 |
Fixed Assets, Net
Fixed Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Fixed Assets, Net [Abstract] | |
FIXED ASSETS, NET | NOTE 5 - FIXED ASSETS, NET December 31, 2023 2022 Cost: Computers and software $ 712 $ 573 Laboratory equipment 408 408 Furniture and office equipment 164 161 Leasehold improvement 146 136 1,430 1,278 Accumulated depreciation: Computers and software $ 673 $ 574 Laboratory equipment 225 172 Furniture and office equipment 29 24 Leasehold improvement 73 59 1,000 829 Carrying amount $ 430 $ 449 Depreciation expenses for the years ended December 31, 2023, 2022 and 2021 were $171, $150 and $142, respectively. |
Other Accounts Payable
Other Accounts Payable | 12 Months Ended |
Dec. 31, 2023 | |
Other Accounts Payable [Abstract] | |
OTHER ACCOUNTS PAYABLE | NOTE 6 - OTHER ACCOUNTS PAYABLE December 31, 2023 2022 Employees and related expenses $ 868 $ 824 Accrued expenses 280 208 Deferred revenues (*) 992 -- $ 2,140 $ 1,032 (*) See also notes 7A(2) and 7H below. |
Commitments and Contingencies L
Commitments and Contingencies Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Liabilities [Abstract] | |
COMMITMENTS AND CONTINGENCIES LIABILITIES | NOTE 7 - COMMITMENTS AND CONTINGENCIES LIABILITIES A. Israel Railways Ltd. (“Israel Railways”): (1) Collaboration Agreement with Israel Railways: In August 2016, the Company and Israel Railways entered into an agreement for cooperation between the parties, which was further amended on January 19, 2020, and on July 1, 2021 (“the Railway Agreement”). Under the Railway Agreement, the Company undertook to fulfill certain functions for the development, marketing, distribution and sale of the systems, and Israel Railways undertook to provide the Company with services and the means to perform tests and experiments, mainly in the form of logistics and manpower, and to provide the Company with information on certain data that will be provided at the discretion of Israel Railways. In accordance to the Railway Agreement and upon the completion of the initial public offering on April 4, 2022 (the “IPO”) (see Note 9B(4)) the Company paid to Israeli Railways a consideration of 1.5% of the actual IPO proceeds, which was approximately $213 and its right for payment of royalties has expired, according to the Railway Agreement provisions. The Railway Agreement further provides that Israel Railways will be entitled to purchase the Company’s products and services at a price equal to half the lowest price charged by the Company for those products and services to an unrelated third party. In addition, as part of the Railway Agreement and in consideration for services provided to the Company by Israel Railways, the Company granted Israel Railways an option to purchase 24,431 of the Company’s ordinary shares at their par value (see also Note 9B(5)). The Railway Agreement was terminated and canceled by the parties under the Railways Commercial Agreement signed on January 31, 2023 (see Note 7A(2) below). (2) Railways Commercial Agreement: On January 31, 2023, the Company signed an agreement with Israel Railways for the purchase by Israel Railways of ten Rail Vision Main Line Systems and related services for a total amount of approximately $1,400. As of December 31, 2023, the advanced payment received from Israel Railways was recorded as deferred revenues in other accounts payable in the amount of approximately $500 B. Memorandum of Understanding between the Company and Knorr-Bremse: On September 17, 2020, a non-binding memorandum of understanding (the “Knorr-Bremse MOU”) was signed between the Company and Knorr-Bremse Systeme für Schienenfahrzeuge GmbH, an affiliate of Knorr-Bremse AG (“Knorr-Bremse”) regarding cooperation between the parties with respect to Light Rail Vehicle (“LRV”) systems. Following the signing of the Knorr-Bremse MOU, in December 2020, Knorr-Bremse placed a purchase order with the Company for developing two prototypes of the LRV system according to specifications required by Knorr Bremse (the “Knorr Bremse Purchase Order”). In return for the development of the two prototypes, Knorr Bremse paid the Company a total of approximately EUR 397 thousand (approximately $471). As of December 31, 2021, the Company completed its commitment according to the Knorr Bremse Purchase Order for the supply of the two LRV prototype systems to Knorr-Bremse. Accordingly, the Company recognized revenues in 2021 from the sale of the two LRV prototype systems and the related services in a total amount of approximately $471. C. Framework agreement with Knorr-Bremse Rail Systems Schweiz AG (“KBCH”): In August 2020, the Company entered into a framework agreement (the “KBCH Framework Agreement”) with KBCH (a subsidiary of Knorr-Bremse operating in Switzerland) regarding the supply of a prototype of the Company’s shunting yard system to Schweizerische Bundes Bahnen Cargo (“SBBC”), a freight train company in Switzerland. Under the KBCH Framework Agreement, the Company provided KBCH with one prototype of the shunting yard system which has been installed on a shunting locomotive in the SBBC shunting yard, for the purpose of examining the operational performance of the shunting yard system (the “Operational Function Test”). In consideration for the prototype provided for the Operational Function Test, KBCH paid the Company the amount of approximately EUR 244 thousand (approximately $292). In addition, in order to support the Operational Function Test procedure, the Company undertook to provide various professionals, as needed, in exchange for payment at the maximum rates and amounts determined in the KBCH Framework Agreement. Accordingly, during 2021, KBCH paid the Company an additional amount of approximately. EUR 110 thousand (approximately $125) for the Company’s services supporting the installation and operation of the system and its participation in part of the overall licensing process of the operating concept that were fully provided during the reporting period. As the delivery of the prototype and the provision of the services described above were identified by the Company as a single performance obligation, during 2021, the Company recognized revenues from the sale of the prototype and the related services in the total amount of approximately $417. D. Strategic partnership agreement between the Company and Knorr-Bremse On August 19, 2021, the Company entered into a strategic partnership agreement which summarizes the understandings for strategic cooperation between the parties. The agreement was approved by the Company’s Board of Directors on August 25, 2021 and by the Company’s General Meeting on August 26, 2021. E. Agreement for supplying equipment and services with Hitachi Rail STS Australian Pty Ltd. (“STS”) In April 2021, the Company entered into an agreement to supply equipment, personnel and services with STS, which enables STS, as the main supplier, to supply to an Australian railway company Rio Tinto Railway Network, a prototype of the Company’s Main Line system, for demonstrations and examining the operational activity of the Main Line system (the “Long-Term Pilot”). In September 2022, the Company completed the Long-Term Pilot and accordingly recognized revenues in the year ended December 31, 2022 from the Long Term Pilot in the total amount of EUR 192 thousands (approximately $202). F. Proof of Concept Purchase Order In September 2021 the Company received a purchase order (“PO”) from a customer in the United States (the “U.S. Customer”) for a Proof of Concept (“POC”) regarding to a detection system which will focus on railway infrastructure inspection and is based on the Company’s sensors and algorithmic capabilities, utilizing cloud computing to handle data collections and measurements. In March 2022, the Company completed the POC and accordingly recognized revenues in the year ended December 31, 2022 from the POC in the total amount of approximately $219. G. Six-Month Trial with Leading US-based Rail and Leasing Services Company On February 16, 2023, a leading US-based rail and leasing services company purchased a Switch Yard System for $140 with support, to evaluate its performance during a six-month trial. The six-month trial was completed in September 2023, and accordingly recognized revenues in the year ended December 31, 2023 from the sale of the system and the trial, in the total amount of approximately $142. Regarding a supply contract signed on January 17, 2024 with this customer for the purchase of the Company’s AI-based Switch Yard Systems, see Note 15B below. H. Purchase Order from a Leading Latin America Mining Company On October 17, 2023, the Company received a purchase order in the amount of $492 for a single Main Line system and related services from a leading Latin American (“LATAM”) mining company. On December 11, 2023, the Company completed the delivery of the Main Line system to the LATAM mining company but hadn’t fully transferred the control on the system to the customer. In addition to the delivery of the system, the Company is providing supervision, guidance, and training services as part of the $492 purchase order. As of December 31, 2023, the payment received from the LATAM mining company in the amount of $492, was recorded as deferred revenues in other accounts payable. In addition, the Company recorded an amount of approximately $87 as deferred cost of revenues and an amount of approximately $39 as deferred expenses. |
Convertible Preferred Shares
Convertible Preferred Shares | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Preferred Shares [Abstract] | |
CONVERTIBLE PREFERRED SHARES | NOTE 8 - CONVERTIBLE PREFERRED SHARES Issuance of Preferred A Shares On October 13, 2020, the Company and Knorr-Bremse entered into an investment agreement under which the Company issued 51,282 Preferred A shares to Knorr-Bremse, in exchange for a total investment of $10,000. As of December 31, 2021, the net proceeds, after deducting closing costs and fees, amounted to $9,965. In addition, the Company was given, under the investment agreement, an option to demand Knorr-Bremse to invest an additional amount of $5,000 at the same price per share (the “Call Option”), provided the existence of circumstances as detailed in the investment agreement. The Call Option was accounted as a derivative and valued at zero. On December 2, 2021, and February 14, 2022 the Company and Knorr-Bremse signed two amendments to the investment agreement, according to which, the Company will be entitled to exercise its option in 2 installments as follows: (i) up to $2,000 will be exercisable through March 31, 2022; and (ii) up to $2,286 will be exercisable through June 30, 2022. The aforesaid option shall expire on the closing of the Company’s IPO if such shall occur prior to June 30, 2022. On March 6, 2022, the Company exercised its first installment of $2,000 and as a result issued to Knorr-Bremse, a total of 10,256 Preferred A shares at a price of $195 per share. Preferred A shares were entitled to all the rights of the Company’s ordinary shares and additional rights regarding liquidation preference and listing rights. Holders of Preferred A shares were entitled, at their option, to convert the Preferred A shares at any time into the Company’s ordinary shares in a 1:44 ratio. In addition, prior to the Company’s IPO, all Preferred A shares were converted into the Company’s ordinary shares in a 1:44 ratio, and, accordingly, all rights stated are revoked upon their conversion into the Company’s ordinary shares. Immediately prior to the completion of the IPO on April 4, 2022 (see Note 9B(4)), 61,538 Preferred A shares were automatically converted into 338,459 ordinary shares (after giving effect to the issuance of 10,256 Preferred A shares described above). |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders' Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 9 - SHAREHOLDERS’ EQUITY A. The rights of ordinary shares are as follows: The ordinary shares confer upon the holders the right to receive notice to participate and vote in general meetings of shareholders of the Company, the right to receive dividends, if declared, and the right to participate in a distribution of the surplus of assets upon liquidation of the Company. Regarding Issuance of bonus shares and Reverse Split see Note 1 B B. Issuance of ordinary shares and warrants: (1) During April – June 2021, an aggregate of options to purchase 2,591 ordinary shares were exercised by former Company employees resulting in proceeds of $127. (2) During March 2022, options to purchase 209 ordinary shares were exercised by former Company employees resulting in proceeds of $10. (3) In January 2022, the Company entered into a Simple Agreement for Future Equity (“SAFE”) with its two main shareholders providing for financing in the aggregate amount of $1,000 (the “Investment Amount”), which was subsequently amended in March 2022. The SAFE provides for the conversion of the Investment Amount into the Company’s ordinary shares under certain circumstances including in particular in the case of an initial public offering such that immediately prior to the closing of an initial public offering the Investment Amount shall automatically convert into the number of shares and warrants equal to the Investment Amount divided by the initial public offering price. The warrants which shall be issued shall have the same terms as the warrants to be issued in the initial public offering except such warrants shall not be registered under the Securities Act of 1933, as amended, and shall not be tradeable. Immediately prior to the completion of the IPO on April 4, 2022 (see Note 9B(4) below) the Investment Amount was automatically converted to 30,266 ordinary shares and 30,266 warrants to purchase ordinary shares, with an exercise price of $33.44 per share, immediately exercisable and will expire five years from the date of issuance. These warrants are being accounted for as equity instruments in accordance with the guidance contained in ASC 815-40. (4) On April 4, 2022, the Company completed its IPO, in which the Company issued 473,405 units. Each unit included one ordinary share and one warrant to purchase one ordinary share at an exercise price of $33.44 per ordinary share. The warrants are exercisable at any time up to five years after the IPO. These warrants are being accounted for as equity instruments in accordance with the guidance contained in ASC 815-40. Gross proceeds for the offering were approximately $15,647 (including exercise of over-allotment options as described below) and net proceeds of approximately $13,587 after deducting underwriting discounts and commissions and offering expenses. The Company granted Aegis Capital Corp, the underwriter (“Aegis”), a 45-day over-allotment option to purchase additional ordinary shares and/or warrants to purchase additional ordinary shares up to 15% of the number of ordinary shares and warrants, respectively, sold in the IPO solely to cover over-allotments, if any. On April 4, 2022, Aegis exercised its over-allotment option with respect to 71,011 warrants to purchase ordinary shares. (5) According to an amended and restated cooperation agreement, dated January 19, 2020, with Israel Railways, the Company granted Israel Railways warrants to purchase 24,431 of its ordinary shares with a nominal exercise price of NIS 0.01 (approximately $0.003) per share. On January 25, 2023, Israel Railways notified the Company of its exercise of the warrants in full, and accordingly the Company issued 24,431 ordinary shares to Israel Railways. (6) In May 2023, the Company executed a series of transactions raising aggregate gross proceeds of $6,000 (approximately $5,397after On May 11, 2023 the Company completed the closing of definitive agreements with investors (i) in a registered direct offering, for the purchase and sale of 493,421 ordinary shares and (ii) in a concurrent private placement to the same investors, for the issuance of 493,424 warrants, each to purchase one ordinary share at an exercise price of $6.72 per share. The private placement warrants are exercisable upon issuance and have a 5-year term from the initial exercise date. These warrants are being accounted for as equity instruments in accordance with the guidance contained in ASC 815-40. The aggregate gross proceeds to the Company of the registered direct offering and concurrent private placement were approximately $3,000. Regarding cash-less exercise of warrants subsequent to December 31, 2023, see Note 15 below. In a concurrent private placement, the Company agreed to issue an aggregate of 493,421 ordinary shares and 493,421 five-year warrants exercisable at $6.72 per share to Knorr-Bremse. The Knorr-Bremse private placement was subject to the approval by the Company’s shareholders, and the shareholders approved the transaction on June 18, 2023. The aggregate gross proceeds from this placement were approximately $3,000. In all transactions, the purchase price of one unit was $6.08. Each unit included one ordinary share and one 5-year warrant to purchase one ordinary share. C. Equity Incentive Plan: In January 2017, the Board authorized an incentive share option plan which was amended on March 21, 2022, and on September 13,2022 (“2017 Plan”). The 2017 Plan provides for the grant of incentive share options to employees and service providers of the Company. Awards may be granted under the 2017 Plan until January 31, 2027. According to the 2017 Plan, the aggregate number of ordinary shares that may be issued pursuant to awards will not exceed 291,544 ordinary shares. D. Shares and options to service providers: The fair value for the options to service providers was estimated on their grant date determined using a Black-Scholes option pricing model, with the following weighted-average assumptions: weighted average volatility of 70%, risk free interest rates of 1.4%, dividend yields of 0% and a weighted average life of the options of up to 5 years. (1) On December 20, 2021, the Company granted options to a consultant for the purchase of 3,135 of the Company’s ordinary shares at an exercise price of $49.12 per share. The Consultant will be eligible to exercise the options upon completion of milestones, as defined in the consultant agreement, for a period of 24 months from the date of their grant. (2) On January 1, 2023 the Company granted to a service provider 3 years term warrants, to purchase a total of 6,252 ordinary shares. 1,563 warrants at an exercise price of $12.00, 1,563 warrants at an exercise price of $14.00, 1,563 warrants at an exercise price of $20.00, and 1,563 warrants at an exercise price of $24.00. E. Options to employees (1) The fair value of options was estimated using the Black-Scholes option pricing model, which was based on the following assumptions: share price $2.4 - $8.8 weighted average volatility of 65% - 68%, risk free interest rates of 1.83%-3.66%, dividend yields of 0% and expected life of the options of up to 6 years. (2) The following table summarizes the option activity for options to employees, officers and directors: For the year ended December 31, 2023 2022 2021 Amount of options Weighted average exercise price Weighted average remaining contractual life Amount of options Weighted average exercise price (*) Weighted average remaining contractual life Amount of options Weighted average exercise price Weighted average remaining contractual life $ $ $ Outstanding as of beginning of period 237,612 17.6 8.2 158,109 49.12 7.5 204,974 49.12 8.9 Granted 68,739 14.8 9.75 132,361 14.8 -- -- Exercised -- -- -- (209 ) 49.12 (2,590 ) 49.12 Forfeited or expired (9,642 ) 14.8 (52,649 ) 49.12 (44,275 ) 49.12 Outstanding as of end of period 296,709 16.32 6.16 237,612 17.6 8.2 158,109 49.12 7.5 Exercisable as of end of period 157,394 17.44 4.12 100,633 19.68 6.6 85,465 49.12 7.4 (*) Regarding repricing during 2022, see Note 9E(3)(h) below. The weighted average fair value of options granted during the years ended December 31, 2023 and 2022 was $0.13 and $0.48 and per share, respectively. No options granted during 2021. As of December 31, 2023, the total unrecognized share-based payment expenses related to nonvested awards was $302, which is expected to be recognized over the next 2.75 years. (3) Options granted: a) On June 24, 2018, the Company granted options to purchase 23,512 ordinary shares to its employees and directors at an exercise price of $49.12 per share (see also subsection (i) below). These options expire 10 years after their grant date and vest over three years in nine tranches. One third of the options vested upon the first-year anniversary and the reminder vested in eight equal quarterly tranches over a period of two years thereafter. For the year ended December 31, 2021, the Company recorded an expense of $89. No expenses have been recorded for the years ended December 31, 2023 and 2022. b) On January 22, 2020, the Company granted options to purchase 83,912 ordinary shares to its employees at an exercise price of $49.12 per share (see also subsection (h) below) (of which options to purchase 9,322 ordinary shares were to the Company’s former CEO that were forfeited at the end of his employment in December 2020). These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on September 18, 2020 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2022 and 2021, the Company recorded an expense of $163 and $380, respectively, No expenses have been recorded for the year ended December 31, 2023, in respect for such grant. c) In October 2020, the Company granted to its former chairman of the Board options to purchase 69,602 ordinary shares are exercisable at an exercise price of $49.12 per share (see also subsection (i) below). The options vest as follows: (1) options to purchase 17,400 ordinary shares vested in one tranche at the end of 12 months from October 13, 2020; and (2) options to purchase 34,801 ordinary shares will vest in the event that the Company generate a cumulative order backlog (as defined in the option agreement) in the amount of not less than $7,000 by the end of 18 months from October 13, 2020; (3) options to purchase 17,400 ordinary shares will vest in the event that the Company reaches a cumulative order backlog of $15,000 by the end of 24 months from October 13, 2020 (including the first cumulative order backlog); and all subject to him serving as the active Chairman of the Company’s Board at the time of vesting and were subject to an acceleration of 25% of his unvested options (i.e., 17,402) in the event that the Company effectuates an IPO. Accordingly, upon the completion of the IPO on April 4, 2022 (see Note 9B(4)), 17,402 were accelerated and considered fully vested. For the years ended December 31, 2022 and 2021, the Company recorded an expense of $133 and $332, respectively, No expenses have been recorded for the year ended December 31, 2023, in respect for such grants. As of December 31, 2023, a total of 34,801 of the former chairman’s options had expired as the periods of 18 and 24 months had passed and the Company did not reach the required cumulative order backlogs, as detailed above. d) In October 2020, the Company granted to its CEO options to purchase 7,700 ordinary shares at an exercise price of $49.12 per share (see also subsection (i) below) vest as follows: (1) options to purchase 3,850 ordinary shares will vest on the condition that the Company generates, no later than October 12, 2022, a cumulative order backlog (as defined in the option agreement) in an amount not less than $10,000; and (2) options to purchase the remaining 3,850 ordinary shares will vest on the condition that the Company generates, no later than October 12, 2024 a cumulative order backlog (as defined above) in an amount not less than $20,000 (including the first cumulative order backlog); and all subject to him serving in his position at the time of vesting. For the years ended December 31, 2023, 2022 and 2021, the Company recorded an expense of $22, $20 and $12, respectively, in respect for such grant. As of December 31, 2023, a total of 3,850 of the CEO’s options had expired as the period of 24 months has passed and the Company did not reach the required cumulative order backlog, as detailed above. e) On November 3, 2020, the Company granted options to purchase 13,475 ordinary shares to its employees at an exercise price of $49.12 per share (see also subsection (i) below). These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on November 3, 2021, and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2023, 2022 and 2021, the Company recorded an expense of $45, $46 and $62, respectively, in respect for such grant. e) On May 11, 2022, the Company granted to three officers options to purchase 68,395 ordinary shares including 33,277 to its former chairman of the Board, 19,510 to its CEO and 15,608 to its CFO, at an exercise price of $14.80 per share (equal to the average closing share price on the Nasdaq over the first 30 calendar days following the IPO on April 4, 2022). These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on May 11, 2023 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2023 and 2022, The Company recorded an expense of $96 and $61 respectively, in respect for such grant. f) On May 11, 2022, and June 6, 2022, the Company granted to four of its directors options to purchase 14,974 ordinary shares and 4,991 ordinary shares, respectively, with an exercise price of $14.80 per share. Such options will vest one-third following 12 months from the grant date of such options, second one-third following 24 months from the grant date and the balance following 36 months. For the years ended December 31, 2023 and 2022, the Company recorded an expense of $27 and $17 respectively, in respect for such grant. g) On September 13, 2022, in accordance with the terms of the 2017 Plan, the Board approved a modification of 46,964 outstanding options held by officers and employees that had an exercise price of $49.12 per share and reduced the exercise price to $14.80 per share. This resolution was effective from November 3, 2022, after receiving approval from the Israeli Tax Authorities. The Company calculated the fair value of such options immediately before and after the modification. The Company immediately recognized the additional fair value attributable to vested options, approximately $51, as share based payment expenses. The additional fair value resulting from the modification, approximately $30, is being expensed over the remaining vesting period of the modified options. The modification of 46,021 additional outstanding options held by the Company’s CEO and two Directors was approved by the Board and the Company’s shareholders. h) On September 13, 2022 the Company granted 31,500 options to its employees at an exercise price of $14.80 per share. These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on September 13, 2023 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31,2023 and 2022, the Company recorded an expense of $22 and $10 respectively, in respect for such grant. i) On September 13, 2022 the Company granted 12,500 options to two of its officers at an exercise price of $14.80 per share. These options expire 10 years after their grant date and vest in twelve equal quarterly tranches over a period of three years. For the years ended December 31, 2023 and 2022, the Company recorded an expense of $12 and $4 respectively, in respect for such grant. j) During the period June till October, 2023 the Company granted a total of 68,739 to its employees (including its CEO) and one of its director at an exercise price of $14.80 per share. These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on June 18, 2024 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the year ended December 31, 2023, the Company recorded an expense of $5, in respect for such grants. F. Share Based Payment Expense: The total share-based payment expense related to options granted to employees and service providers comprised, at each period, as follows: Year ended December 31, 2023 2022 2021 Cost of revenues - $ 8 $ 36 Research and development 6 1 174 608 General and administrative 212 323 411 Total share-based payment expense $ 273 $ 505 $ 1,055 |
Research and Development, Net
Research and Development, Net | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development, Net [Abstract] | |
RESEARCH AND DEVELOPMENT, NET | NOTE 10 - RESEARCH AND DEVELOPMENT, NET Year ended December 31, 2023 2022 2021 Payroll and related expenses $ 5,671 $ 5,049 $ 5,586 Share-based payment 61 174 608 R&D consumables 696 160 318 Rent and office maintenance 416 355 390 Depreciation 151 130 132 Subcontracted work and consulting 5 15 64 Travel and other expenses 145 347 110 $ 7,145 $ 6,230 $ 7,208 |
General and Administrative
General and Administrative | 12 Months Ended |
Dec. 31, 2023 | |
General and Administrative [Abstract] | |
GENERAL AND ADMINISTRATIVE | NOTE 11 - GENERAL AND ADMINISTRATIVE Year ended December 31, 2023 2022 2021 Payroll and related expenses $ 1,815 $ 1,845 $ 1,508 Share-based payment 212 323 411 Professional services 1,635 1,451 1,133 Travel expenses 61 115 48 Rent and office maintenance 139 118 130 Depreciation 20 20 11 Marketing and others 457 393 75 $ 4,339 4,265 $ $ 3,316 |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2023 | |
Taxes on Income [Abstract] | |
TAXES ON INCOME | NOTE 12 - TAXES ON INCOME A. The Company is subject to income taxes under Israeli tax laws: 1. The Israeli corporate tax rate was 23% in 2023, 2022 and 2021. 2. As of December 31, 2023, the Company generated net operating losses of approximately $54,237, which may be carried forward and offset against taxable income in the future for an indefinite period. 3. The Company is still in its development stage and has not yet generated revenues. Therefore, it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the foreseeable future. Therefore, a valuation allowance was recorded to cover the entire balance of the deferred tax assets. December 31, Deferred tax assets: 2023 2022 Deferred taxes due to carryforward losses $ 12,474 $ 9,843 Valuation allowance (12,474 ) (9,843 ) Income tax expenses -- -- 4. The Company has no uncertain tax positions and foreign sources of income. |
Transactions and Balances with
Transactions and Balances with Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Transactions and Balances with Related Parties [Abstract] | |
TRANSACTIONS AND BALANCES WITH RELATED PARTIES | NOTE 13 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES Parties considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A. Transactions: Year ended December 31, 2023 2022 2021 Revenues -- -- $ 888 General and administrative expenses (*) $ 22 $ 147 -- (*) In 2023, one time bonus in the amount of $22 to CEO. In 2022, one time IPO bonus in the amount of $97 and $50 to the Company’s CEO and its former chairman, respectively. B. Balances: December 31, 2023 2022 Other current assets -- $ 27 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 14 – LEASES On April 4, 2021, the Company signed an amendment to the lease of the Company’s offices in Raanana, Israel, according to which, instead of the additional lease period under the option in the lease, the Company extended the lease period for another five years beginning on September 9, 2021 (the date the current lease period ends) until September 8, 2026 (the “Lease Update”). According to the Lease Update, the monthly rent for the Company’s offices (excluding parking and management fees) are approximately NIS 79 thousand (approx. $25) in the first two years, NIS 82 thousand (approx. $26) in the third and fourth lease years and NIS 83 thousand (approx. $26) in the fifth year. All the amounts are linked to the Israeli Consumer Price Index. According to the Lease Update, the Company has an option to extend the lease period for another five years from September 9, 2026, to September 8, 2031, with a monthly rent of between NIS 96 thousand (approx. $30) and NIS 102 thousand (approx. $32) over the additional lease period linked with the Israeli Consumer Price Index. At the time of the amendment, the Company updated its lease liability and right-of-use asset in a total amount of approx. $458, which reflects the expected lease term until September 8, 2026. For the years ended December 31, 2023, 2022 and 2021, operating lease expenses recorded in the Statements of Comprehensive Loss were $375, $357 and $405, respectively. Future lease payments under operating leases as of December 31, 2023 were as follows: 2024 313 2025 317 2026 219 Total future lease payments 849 Less imputed interest (40 ) Total lease liability balance 809 The weighted average lease term and weighted average discount rate as of December 31, 2023 was as follows: Operating leases weighted average remaining lease term (in years) 2.7 Operating leases weighted average discount rate 5.1 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 - SUBSEQUENT EVENTS A. Execution of Credit Facility Agreement and Issuance of Facility Warrant On January 9, 2024, the Company entered into the Facility Agreement for a $6,000 credit facility (the “Credit Facility”) and an additional amount up to $3,000, subject to certain conditions (the “Additional Loans”) with a global investment firm (the “Lender”). The Credit Facility, which has an initial term of 10 months, accrues interest at a rate of 8% per annum, and the first payment of $1,500 was drawn down upon execution of the Facility Agreement and the remaining amount may be drawn down in eight equal installments as of March 7, 2024. As detailed below, the Facility Agreement terminated on March 1, 2024. After the Credit Facility is exhausted, the Company may draw down the Additional Loans in an aggregate amount up to $3,000. The Additional Loans include two initial installments of up to $750, and two additional installments of up to $750, the latter of which are subject to certain conditions. The Additional Loans will accrue interest at a rate of 12% per annum. In the event that the Company enters into an alternate credit facility on more favorable terms, the Lender’s funding obligations under the Credit Facility shall decrease with respect to the amount actually received by the Company under such alternate credit facility. The Lender’s financing obligations shall terminate in the event the Company draws down $7,500 or more pursuant to an alternate credit facility or closes one or more equity financing transaction in an aggregate amount of at least $5,000. As of March 1, 2024, in connection with the January 2024 Private Placement, the Company has received aggregate gross proceeds of more than $5,000 from the purchase of Units and exercise of warrants (see Note 15C below), and accordingly the Lender’s financing obligations have been terminated. Until the Company closes one or more equity financing transactions in an aggregate amount of at least $5,000 (including the conversion of the Credit Facility), it has the right to convert an amount of up to $1,500 out of the outstanding loan (including accrued interest) into ordinary shares of the Company, in connection with and in the framework of a financing transaction of the Company on the date that follows the date upon which the Company notifies the Lender of such financing transaction, which conversion will occur upon the same terms. In connection with the January 2024 Private Placement, the Company has converted $500of the outstanding loan and issued to the Lender the Facility Conversion Pre-Funded Warrant and the Facility Conversion Common Warrant (see Note 15C below). In addition, the loan, together with accrued interest, must be repaid at a rate of 30% of the gross proceeds of any equity financing transactions consummated by the Company during the term of the Credit Facility, which meet a minimum threshold aggregate amount (initially, $5,000 and increasing by an additional $500 for each month during the term) until the loan is repaid in full. The repayment of the Credit Facility shall be on the last day of each calendar month during which the sources for repayment specified above were actually received by the Company. The loan may be prepaid early without any penalty. As part of the Facility Agreement, the Company issued a warrant (the “Facility Warrant”) to the Lender to purchase 2,419,354 ordinary shares of the Company representing an aggregate exercise amount of $7,500, with a per share exercise price of $3.10, subject to certain adjustments and certain anti-dilution protection, representing a 150% premium of the closing share price of the Company’s ordinary shares on January 5, 2024. The Facility Warrant was exercisable upon issuance and has a term of 5 years from the date of issuance. The January 2024 Private Placement detailed in Note 15C below, triggered an anti-dilution protection and accordingly the exercise price of the Facility Warrant was adjusted to $0.408 and the amount of ordinary shares issuable upon the exercise of the Facility Warrant was adjusted to 18,382,353 shares. As of the date of these financial statements, 920,000 January 2024 Facility Warrants have been exercised resulting in gross proceeds of approximately $375 to the Company. B. A Leading US-Based Rail & Leasing Services Company Orders Rail Vision Switch Yard Systems Valued at Up to $5 Million On January 17, 2024 a leading US-based rail and leasing services company signed a supply contract with the Company for the purchase of the Company’s Switch Yard Systems. The first phase of the contract is valued at $1,000. Follow-on orders for additional Switch Yard Systems, valued at up to $4,000, are subject to customer approval. The contract also includes specific purchase quotas that, if met, provide the customer with exclusivity in the North American industrial railyards switching segment. C. On January 18, 2024, the Company entered into a binding term sheet directly with a global investment firm (the “Lead Investor”) for the purchase and sale in the January 2024 Private Placement of units (the “Units”) consisting of (i) one ordinary share of the Company and (ii) one and a half warrants to purchase ordinary shares of the Company to the Lead Investor and other investors (collectively, the “Investors”) of a minimum of $2,500 of Units and up to a maximum of $3,000 of Units. The January 2024 Private Placement closed on January 31, 2024 following the execution of definitive documentation between the Company and the Investors.. On January 30, 2024, the Company entered into the definitive securities purchase agreement with the Investors for the purchase and sale of Units consisting of (A) (i) 1,651,458 of the Company’s ordinary shares, and/or (ii) pre-funded warrants (the “PIPE Pre-Funded Warrants”) to purchase up to 1,394,999 ordinary shares and (B) common warrants (the “PIPE Common Warrants”) to purchase up to 4,569,688 ordinary shares. The purchase price per Unit is $0.98475. The PIPE Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per ordinary share, subject to certain adjustments and certain anti-dilution protection set forth therein, and will not expire until exercised in full. The PIPE Common Warrants are exercisable upon issuance at an exercise price of $0.98475 per ordinary share, subject to certain adjustments and certain anti-dilution protection set forth therein, and will have a 5.5-year term from the issuance date. The aggregate gross proceeds to the Company from the January 2024 Private Placement was approximately $3,000 ($3,500 including the $500 converted as detailed below).. In connection with the closing of the Private Placement, the Company exercised its conversion right pursuant to the Credit Facility to convert $ 500of As of the date of these financial statements 1,394,999 507,743 Facility Conversion Pre-Funded Warrant, 761,615 Facility Conversion Common Warrant D. On February 21, 2024, the Company convened an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the shareholders of the Company approved (i) the cancelation of the nominal value of the Company’s registered and issued share capital; (ii) an increase of the Company’s registered share capital from 12,500,000 ordinary shares to 100,000,000 ordinary shares; and to amend the Company’s Amended and Restated Articles of Association accordingly. E. In January 2024, investors from the May 2023 private placement (see Note 9B(6) above) exercised 493,424 warrants to purchase ordinary shares on a cashless basis. As a result of the cashless exercises, the Company issued 181,002 ordinary shares to such investors. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | A. Basis of Presentation: The financial statements have been prepared in conformity with accounting principles generally accepted in United Sates of America (“US GAAP”). |
Use of estimates in the preparation of financial statements | B. Use of estimates in the preparation of financial statements: The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect reported amounts and disclosures made. Actual results could differ from those estimates. |
Financial statement in U.S. dollars | C. Financial statement in U.S. dollars: The functional currency of the Company is the U.S. dollar (“dollar” or “$”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of comprehensive loss as financial income or expenses, as appropriate. |
Cash and cash equivalents and restricted cash | D. Cash and cash equivalents and restricted cash: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with maturities of three months or less as of the date acquired, readily convertible to known amounts of cash and subject to an insignificant risk. Restricted cash consists of deposits pledged to a bank that provided guarantee in connection with an operating lease. |
Fair value of financial instruments | E. Fair value of financial instruments: The carrying values of cash and cash equivalents, restricted cash, accounts receivable, trade accounts payable, accrued expenses and employees and related expenses recorded in other accounts payable, approximate their fair value due to the short-term maturity of these instruments. ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact. The Company also considers assumptions that market participants would use when pricing the asset or liability, such as, inherent risk, transfer restrictions and risk of nonperformance. |
Inventories | F. Inventories: Inventories are stated at the lower of cost or market, with cost determined by the first-in, first-out method (FIFO) of inventory accounting. The Company capitalizes, material, labor, subcontractor and overhead costs as work-in-process for contracts where control has not yet passed to the customer. The valuation of the inventories requires to make estimates regarding excess or obsolete inventories, including making estimates of the future demand for products to be sold. Although the Company make every effort to ensure the accuracy of forecasts of future product demand, any significant unanticipated changes in demand, price, or technological developments could have a significant impact on the value of the inventory and reported operating results. Charges for excess and obsolete inventories are included within cost of revenue. |
Fixed assets | G. Fixed assets: Fixed assets are stated at cost, less accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets. The annual depreciation rates are as follows: % Office furniture and equipment 7-15 Computer software and electronic equipment 33 Laboratory equipment 7-15 Leasehold improvements Over the shorter of the lease term (including the option) or useful life |
Impairment of long-lived assets | H. Impairment of long-lived assets: The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. During 2023 and 2022, no impairment losses were recognized. |
Accrued post-employment benefit | I. Accrued post-employment benefit: Under Israeli employment laws, employees of the Company are covered under Section 14 of the Severance Compensation Act, 1963 (“Section 14”) for a portion of their salaries. According to Section 14, these employees are entitled to receive monthly deposits (payments) made by the Company on their behalf with insurance companies. Payments in accordance with Section 14 release the Company from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees. The obligation to make the monthly deposits is expensed as incurred. In addition, the aforementioned deposits are not recorded as an asset in the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. |
Revenue recognition | J. Revenue recognition: The Company applies ASC 606 “Revenue from contracts with customers” (“ASC 606”). Under ASC 606, revenue is measured as the amount of consideration the Company expects to be entitled to, in exchange for transferring products or providing services to its customers and is recognized when or as performance obligations under the terms of contracts with the Company’s customers are satisfied. ASC 606 prescribes a five-step model for recognizing revenue from contracts with customers: (i) identify contract(s) with the customer; (ii) identify the separate performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the separate performance obligations in the contract; and (v) recognize revenue when (or as) each performance obligation is satisfied. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses whether the goods or services promised within each contract are distinct and, therefore, represent a separate performance obligation. Goods and services that are determined not to be distinct are combined with other promised goods and services. The Company then allocates the transaction price (the amount of consideration the Company expects to be entitled to from a customer in exchange for the promised goods or services) to each performance obligation and recognizes the associated revenue when (or as) each performance obligation is satisfied. Revenues from product sales are recognized upon the transfer of control, which is generally upon shipment or delivery. Deferred revenue represents amounts received by the Company for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. The current portion of deferred revenue represents the amount to be recognized within one year from the balance sheet date based on the estimated performance period of the underlying performance obligation, see Note 6 below. |
Share-based payment | K. Share-based payment: The Company applies ASC 718-10, “Share-Based Payment,” (“ASC 718-10”) which requires the measurement and recognition of compensation expenses for all share-based payment awards granted to employees and directors including share options granted under the Company’s incentive share option plan based on estimated fair values . ASC 718-10 requires companies to estimate the fair value of share-based payment awards on the date of grant. The portion of the grant-date fair value of the share-based payment award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s statements of comprehensive loss. The Company estimates the fair value of share options granted as share-based payment awards using a Black-Scholes option pricing model. The Black-Scholes option pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector. The expected option term is calculated for options granted to employees and directors using the “simplified” method, and grants to non-employees are based on the contractual term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The risk-free interest rate is based on the yield from Israel Treasury zero-coupon bonds with an equivalent term. Changes in the determination of each of the inputs can affect the fair value of the share options granted and the results of operations of the Company. |
Leases | L. Leases: The Company leases office space and vehicles under operating leases. Operating leases are included in operating lease right of use (“ROU”) assets and operating lease liabilities in the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities were recognized based on the present value of the remaining lease payments over the lease term. The Company’s incremental borrowing rate is used in determining the present value of lease payments because rate implicit in the Company’s leases is not readily determinable. The expected lease terms include options to extend or terminate the lease when it is reasonably certain that such options will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term, variable payments are expensed in the periods incurred. The Company has made an accounting policy election not to recognize ROU assets and lease liabilities that arise from leases with initial terms of 12 months or less. Instead, the Company continues to record such lease expenses on a straight-line basis over the lease term in the statements of comprehensive loss. |
Research and development expenses, net | M. Research and development expenses, net: Research and development expenses, net, are charged to the statements of comprehensive loss as incurred. |
Basic and diluted net loss per ordinary share | N. Basic and diluted net loss per ordinary share: Basic loss per ordinary share is computed by dividing the net loss by the weighted average number of ordinary shares outstanding during the year. Diluted loss per share is computed by dividing the net loss by the weighted average number of ordinary shares outstanding plus the number of additional ordinary shares that would have been outstanding if all potentially dilutive ordinary shares had been issued, using the treasury stock method. Potentially dilutive ordinary shares were excluded from the diluted loss per share calculation because they were anti-dilutive. |
Recent Accounting Standards | O. Recent Accounting Standards: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – “Improvements to Income Tax Disclosures”. The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted starting January 1, 2025. Early adoption is permitted, and the amendments should be applied on a prospective basis. The Company is currently evaluating the effect of adopting the ASU on its disclosures. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of straight-line method over the estimated useful lives of the assets | Fixed assets are stated at cost, less accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets. The annual depreciation rates are as follows: % Office furniture and equipment 7-15 Computer software and electronic equipment 33 Laboratory equipment 7-15 Leasehold improvements Over the shorter of the lease term (including the option) or useful life |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
Schedule of Inventories | Inventories consist of the following as of December 31, 2023 and 2022: December 31, 2023 2022 Raw materials 505 -- Work in process 383 -- Finished goods 89 -- $ 977 $ -- |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Assets [Abstract] | |
Schedule of Other Current Assets | Other current assets consist of the following as of December 31, 2023 and 2022: December 31, 2023 2022 Government institutions $ 88 $ 27 Deposits at the Chamber of Commerce 14 49 Deferred expenses (See note 7H) 39 -- Deferred cost of revenues (See note 7H) 85 -- Prepaid expenses 87 118 Other 23 31 $ 336 $ 225 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fixed Assets, Net [Abstract] | |
Schedule of Fixed Assets, Net | December 31, 2023 2022 Cost: Computers and software $ 712 $ 573 Laboratory equipment 408 408 Furniture and office equipment 164 161 Leasehold improvement 146 136 1,430 1,278 Accumulated depreciation: Computers and software $ 673 $ 574 Laboratory equipment 225 172 Furniture and office equipment 29 24 Leasehold improvement 73 59 1,000 829 Carrying amount $ 430 $ 449 |
Other Accounts Payable (Tables)
Other Accounts Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Accounts Payable [Abstract] | |
Schedule of Other Accounts Payable | December 31, 2023 2022 Employees and related expenses $ 868 $ 824 Accrued expenses 280 208 Deferred revenues (*) 992 -- $ 2,140 $ 1,032 (*) See also notes 7A(2) and 7H below. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders' Equity [Abstract] | |
Schedule of Option Activity for Options to Employees, Officers and Directors | The following table summarizes the option activity for options to employees, officers and directors: For the year ended December 31, 2023 2022 2021 Amount of options Weighted average exercise price Weighted average remaining contractual life Amount of options Weighted average exercise price (*) Weighted average remaining contractual life Amount of options Weighted average exercise price Weighted average remaining contractual life $ $ $ Outstanding as of beginning of period 237,612 17.6 8.2 158,109 49.12 7.5 204,974 49.12 8.9 Granted 68,739 14.8 9.75 132,361 14.8 -- -- Exercised -- -- -- (209 ) 49.12 (2,590 ) 49.12 Forfeited or expired (9,642 ) 14.8 (52,649 ) 49.12 (44,275 ) 49.12 Outstanding as of end of period 296,709 16.32 6.16 237,612 17.6 8.2 158,109 49.12 7.5 Exercisable as of end of period 157,394 17.44 4.12 100,633 19.68 6.6 85,465 49.12 7.4 (*) Regarding repricing during 2022, see Note 9E(3)(h) below. |
Schedule of Share-Based Payment Expense Related to Options Granted to Employees | The total share-based payment expense related to options granted to employees and service providers comprised, at each period, as follows: Year ended December 31, 2023 2022 2021 Cost of revenues - $ 8 $ 36 Research and development 6 1 174 608 General and administrative 212 323 411 Total share-based payment expense $ 273 $ 505 $ 1,055 |
Research and Development, Net (
Research and Development, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development, Net [Abstract] | |
Schedule of Research and Development | Year ended December 31, 2023 2022 2021 Payroll and related expenses $ 5,671 $ 5,049 $ 5,586 Share-based payment 61 174 608 R&D consumables 696 160 318 Rent and office maintenance 416 355 390 Depreciation 151 130 132 Subcontracted work and consulting 5 15 64 Travel and other expenses 145 347 110 $ 7,145 $ 6,230 $ 7,208 |
General and Administrative (Tab
General and Administrative (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
General and Administrative [Abstract] | |
Schedule of General and Administrative | Year ended December 31, 2023 2022 2021 Payroll and related expenses $ 1,815 $ 1,845 $ 1,508 Share-based payment 212 323 411 Professional services 1,635 1,451 1,133 Travel expenses 61 115 48 Rent and office maintenance 139 118 130 Depreciation 20 20 11 Marketing and others 457 393 75 $ 4,339 4,265 $ $ 3,316 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Taxes on Income [Abstract] | |
Schedule of Deferred Tax Assets | December 31, Deferred tax assets: 2023 2022 Deferred taxes due to carryforward losses $ 12,474 $ 9,843 Valuation allowance (12,474 ) (9,843 ) Income tax expenses -- -- |
Transactions and Balances wit_2
Transactions and Balances with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Transactions and Balances with Related Parties [Abstract] | |
Schedule of Transactions | Transactions: Year ended December 31, 2023 2022 2021 Revenues -- -- $ 888 General and administrative expenses (*) $ 22 $ 147 -- (*) In 2023, one time bonus in the amount of $22 to CEO. In 2022, one time IPO bonus in the amount of $97 and $50 to the Company’s CEO and its former chairman, respectively. Balances: December 31, 2023 2022 Other current assets -- $ 27 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Future Lease Payments under Operating Leases | Future lease payments under operating leases as of December 31, 2023 were as follows: 2024 313 2025 317 2026 219 Total future lease payments 849 Less imputed interest (40 ) Total lease liability balance 809 |
Schedule of Weighted Average Lease Term and Weighted Average Discount Rate | The weighted average lease term and weighted average discount rate as of December 31, 2023 was as follows: Operating leases weighted average remaining lease term (in years) 2.7 Operating leases weighted average discount rate 5.1 % |
General (Details)
General (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Nov. 15, 2023 ₪ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2023 ₪ / shares | Nov. 15, 2023 $ / shares | Dec. 31, 2022 ₪ / shares | |
General [Line Items] | |||||
Issuance of shares | $ | $ 8,830 | ||||
Number of share | shares | 1 | ||||
Ordinary share | ₪ / shares | ₪ 0.08 | ₪ 0.08 | |||
Common Stock [Member] | Minimum [Member] | |||||
General [Line Items] | |||||
Ordinary share | (per share) | ₪ 0.01 | $ 0.08 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets | 12 Months Ended |
Dec. 31, 2023 | |
Office Furniture and Equipment [Member] | Minimum [Member] | |
Schedule of Straight-line Method Over Estimated Useful Lives Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 7% |
Office Furniture and Equipment [Member] | Maximum [Member] | |
Schedule of Straight-line Method Over Estimated Useful Lives Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 15% |
Computer Software and Electronic Equipment [Member] | |
Schedule of Straight-line Method Over Estimated Useful Lives Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 33% |
Laboratory Equipment [Member] | Minimum [Member] | |
Schedule of Straight-line Method Over Estimated Useful Lives Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 7% |
Laboratory Equipment [Member] | Maximum [Member] | |
Schedule of Straight-line Method Over Estimated Useful Lives Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 15% |
Leasehold Improvements [Member] | |
Schedule of Straight-line Method Over Estimated Useful Lives Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | Over the shorter of the lease term (including the option) or useful life |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Inventories [Abstract] | ||
Raw materials | $ 505 | |
Work in process | 383 | |
Finished goods | 89 | |
Total Inventories | $ 977 |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of Other Current Assets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Other Current Assets [Abstract] | ||
Government institutions | $ 88 | $ 27 |
Deposits at the Chamber of Commerce | 14 | 49 |
Deferred expenses (See note 7H) | 39 | |
Deferred cost of revenues (See note 7H) | 85 | |
Prepaid expenses | 87 | 118 |
Other | 23 | 31 |
Other current assets, total | $ 336 | $ 225 |
Fixed Assets, Net (Details)
Fixed Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fixed Assets, Net [Abstract] | |||
Depreciation | $ 171 | $ 150 | $ 142 |
Fixed Assets, Net (Details) - S
Fixed Assets, Net (Details) - Schedule of Fixed Assets, Net - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 1,430 | $ 1,278 |
Accumulated depreciation | 1,000 | 829 |
Carrying amount | 430 | 449 |
Computers and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 712 | 573 |
Accumulated depreciation | 673 | 574 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 408 | 408 |
Accumulated depreciation | 225 | 172 |
Furniture and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 164 | 161 |
Accumulated depreciation | 29 | 24 |
Leasehold improvement [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 146 | 136 |
Accumulated depreciation | $ 73 | $ 59 |
Other Accounts Payable (Details
Other Accounts Payable (Details) - Schedule of Other Accounts Payable - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Other Accounts Payable [Abstract] | |||
Employees and related expenses | $ 868 | $ 824 | |
Accrued expenses | 280 | 208 | |
Deferred revenues | [1] | 992 | |
Other accounts payable, total | $ 2,140 | $ 1,032 | |
[1]See also notes 7A(2) and 7H below. |
Commitments and Contingencies_2
Commitments and Contingencies Liabilities (Details) € in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||
Dec. 11, 2023 USD ($) | Oct. 17, 2023 USD ($) | Feb. 16, 2023 USD ($) | Jan. 31, 2023 USD ($) | Apr. 04, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 EUR (€) | Mar. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 EUR (€) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Dec. 31, 2022 USD ($) | |
Commitments and Contingencies Liabilities [Line Items] | |||||||||||||
Right for payment of royalties | $ 213 | ||||||||||||
Other accounts payable | $ 2,140 | $ 1,032 | |||||||||||
Purchase | $ 140 | ||||||||||||
Recognized revenues | 142 | ||||||||||||
Deferred cost of revenue | 85 | ||||||||||||
Deferred expenses | $ 39 | ||||||||||||
IPO [Member] | |||||||||||||
Commitments and Contingencies Liabilities [Line Items] | |||||||||||||
Payment of total proceeds from consideration, percentage | 1.50% | ||||||||||||
Option to purchase ordinary shares (in Shares) | shares | 24,431 | 24,431 | |||||||||||
Knorr Bremse [Member] | |||||||||||||
Commitments and Contingencies Liabilities [Line Items] | |||||||||||||
Purchase | $ 471 | € 397 | |||||||||||
Recognized revenues | $ 471 | ||||||||||||
Main Line system [Member] | |||||||||||||
Commitments and Contingencies Liabilities [Line Items] | |||||||||||||
Purchase | $ 492 | $ 492 | |||||||||||
Recognized revenues | $ 202 | € 192 | |||||||||||
U.S. Customer [Member] | |||||||||||||
Commitments and Contingencies Liabilities [Line Items] | |||||||||||||
Recognized revenues | $ 219 | ||||||||||||
Deferred expenses | 39 | ||||||||||||
LATAM Mining Company [Member] | |||||||||||||
Commitments and Contingencies Liabilities [Line Items] | |||||||||||||
Deferred revenues | 492 | ||||||||||||
Deferred cost of revenue | 87 | ||||||||||||
Railways Commercial Agreement [Member] | |||||||||||||
Commitments and Contingencies Liabilities [Line Items] | |||||||||||||
Services amount | $ 1,400 | ||||||||||||
Other accounts payable | 500 | ||||||||||||
KBCH [Member] | |||||||||||||
Commitments and Contingencies Liabilities [Line Items] | |||||||||||||
Purchase | $ 292 | € 244 | 125 | € 110 | |||||||||
Recognized revenues | $ 417 |
Convertible Preferred Shares (D
Convertible Preferred Shares (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Apr. 04, 2022 | Mar. 06, 2022 | Oct. 13, 2020 | Jan. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Convertible Preferred Shares [Line Items] | |||||||
Investment amount | |||||||
Exercised installments | $ 13,587 | $ 1,000 | |||||
Conversion of Stock, Shares Issued | 338,459 | ||||||
Series A Preferred Stock [Member] | |||||||
Convertible Preferred Shares [Line Items] | |||||||
Share issued | 10,256 | 51,282 | 10,256 | ||||
Investment amount | $ 195 | ||||||
Proceeds after deduction | $ 9,965 | ||||||
Option to demand Amount | $ 5,000 | ||||||
Investment agreement description | (i) up to $2,000 will be exercisable through March 31, 2022; and (ii) up to $2,286 will be exercisable through June 30, 2022. The aforesaid option shall expire on the closing of the Company’s IPO if such shall occur prior to June 30, 2022 | ||||||
Exercised installments | $ 2,000 | ||||||
Issuance of preferred A shares | 61,538 | ||||||
Knorr-Bremse [Member] | Series A Preferred Stock [Member] | |||||||
Convertible Preferred Shares [Line Items] | |||||||
Investment amount | $ 10,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||||||||||||||||||
Jan. 30, 2024 USD ($) | May 11, 2023 USD ($) $ / shares shares | Jan. 01, 2023 $ / shares shares | Sep. 13, 2022 USD ($) $ / shares shares | Jun. 06, 2022 shares | May 11, 2022 $ / shares shares | Apr. 04, 2022 USD ($) $ / shares shares | Dec. 20, 2021 $ / shares shares | Nov. 03, 2020 $ / shares shares | Oct. 31, 2020 $ / shares shares | Jan. 22, 2020 $ / shares shares | Jan. 19, 2020 ₪ / shares shares | May 31, 2023 USD ($) | Mar. 31, 2022 USD ($) shares | Jan. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) shares | Oct. 31, 2023 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Jan. 25, 2023 shares | Jan. 19, 2020 $ / shares | Jun. 24, 2018 $ / shares shares | |
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Employees resulting in proceeds (in Dollars) | $ | $ 10 | $ 127 | $ 10 | $ 127 | |||||||||||||||||||
Aggregate amount (in Dollars) | $ | $ 13,587 | $ 1,000 | |||||||||||||||||||||
Granted options to purchase | 30,266 | ||||||||||||||||||||||
Exercise price | (per share) | $ 6.72 | $ 33.44 | ₪ 0.01 | ||||||||||||||||||||
Gross proceeds (in Dollars) | $ | $ 6,000 | $ 3,000 | |||||||||||||||||||||
Percentage of number of ordinary shares and warrants | 15% | ||||||||||||||||||||||
Warrants to purchase | 1,563 | 24,431 | |||||||||||||||||||||
Deducting issuance costs (in Dollars) | $ | $ 5,397 | ||||||||||||||||||||||
Purchase and sale of shares | 493,421 | 3,135 | |||||||||||||||||||||
Issuance of warrants | 493,424 | ||||||||||||||||||||||
Exercisable | 5 years | ||||||||||||||||||||||
Concurrent private placement (in Dollars) | $ | $ 3,500 | $ 3,000 | |||||||||||||||||||||
Warrants exercisable shares | 493,421 | ||||||||||||||||||||||
Purchase price per share (in Dollars per share) | $ / shares | $ 49.12 | $ 6.08 | |||||||||||||||||||||
Exceed ordinary shares | 291,544 | ||||||||||||||||||||||
Weighted average volatility | 70% | ||||||||||||||||||||||
Risk free interest rates | 1.40% | ||||||||||||||||||||||
Dividend yields percentage | 0% | ||||||||||||||||||||||
Weighted average life of the options | 5 years | ||||||||||||||||||||||
Term warrants | 3 years | 5 years 6 months | |||||||||||||||||||||
Purchase warrants | 1,563 | ||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 20 | $ 0.408 | |||||||||||||||||||||
Warrant exercisable per share (in Dollars per share) | $ / shares | $ 24 | ||||||||||||||||||||||
Weighted average fair value of options granted per share (in Dollars per share) | $ / shares | $ 0.13 | $ 0.48 | |||||||||||||||||||||
Unrecognized share-based payment expenses related to nonvested awards (in Dollars) | $ | $ 302 | ||||||||||||||||||||||
Expected to be recognized over the next | 2 years 9 months | ||||||||||||||||||||||
Recorded an expense (in Dollars) | $ | $ 5 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Converted ordinary shares | 30,266 | ||||||||||||||||||||||
Purchase warrants | 6,252 | ||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Weighted average volatility | 65% | ||||||||||||||||||||||
Risk free interest rates | 1.83% | ||||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 2.4 | ||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Weighted average volatility | 68% | ||||||||||||||||||||||
Risk free interest rates | 3.66% | ||||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 8.8 | ||||||||||||||||||||||
June 24, 2018 [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Purchase ordinary shares | 23,512 | ||||||||||||||||||||||
Share issued price per share (in Dollars per share) | $ / shares | $ 49.12 | ||||||||||||||||||||||
Vesting rights | These options expire 10 years after their grant date and vest over three years in nine tranches. One third of the options vested upon the first-year anniversary and the reminder vested in eight equal quarterly tranches over a period of two years thereafter. | ||||||||||||||||||||||
Options expire | 10 years | ||||||||||||||||||||||
Recorded an expense (in Dollars) | $ | 89 | ||||||||||||||||||||||
January 22, 2020 [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Granted options to purchase | 83,912 | ||||||||||||||||||||||
Exercise price | $ / shares | $ 49.12 | ||||||||||||||||||||||
Warrants to purchase | 9,322 | ||||||||||||||||||||||
Vesting rights | These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on September 18, 2020 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. | ||||||||||||||||||||||
Options expire | 10 years | ||||||||||||||||||||||
Recorded an expense (in Dollars) | $ | $ 163 | 380 | |||||||||||||||||||||
October 2020 [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Vesting rights | The options vest as follows: (1) options to purchase 17,400 ordinary shares vested in one tranche at the end of 12 months from October 13, 2020; and (2) options to purchase 34,801 ordinary shares will vest in the event that the Company generate a cumulative order backlog (as defined in the option agreement) in the amount of not less than $7,000 by the end of 18 months from October 13, 2020; (3) options to purchase 17,400 ordinary shares will vest in the event that the Company reaches a cumulative order backlog of $15,000 by the end of 24 months from October 13, 2020 (including the first cumulative order backlog); and all subject to him serving as the active Chairman of the Company’s Board at the time of vesting and were subject to an acceleration of 25% of his unvested options (i.e., 17,402) in the event that the Company effectuates an IPO. Accordingly, upon the completion of the IPO on April 4, 2022 (see Note 9B(4)), 17,402 were accelerated and considered fully vested. | ||||||||||||||||||||||
Recorded an expense (in Dollars) | $ | 133 | 332 | |||||||||||||||||||||
Options to purchase | 69,602 | ||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 49.12 | ||||||||||||||||||||||
Options shares | 34,801 | ||||||||||||||||||||||
October 2020 [Member] | Minimum [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Options expire | 18 months | ||||||||||||||||||||||
October 2020 [Member] | Maximum [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Options expire | 24 months | ||||||||||||||||||||||
May 11 ,2022 [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Vesting rights | These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on May 11, 2023 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. | ||||||||||||||||||||||
Options expire | 10 years | ||||||||||||||||||||||
Recorded an expense (in Dollars) | $ | $ 96 | 61 | |||||||||||||||||||||
Options to purchase | 15,608 | ||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 14.8 | ||||||||||||||||||||||
September 13,2022 [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Vesting rights | These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on September 13, 2023 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. | ||||||||||||||||||||||
Options expire | 10 years | ||||||||||||||||||||||
Recorded an expense (in Dollars) | $ | $ 51 | ||||||||||||||||||||||
Options to purchase | 31,500 | ||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 14.8 | ||||||||||||||||||||||
Outstanding options | 46,964 | 46,021 | |||||||||||||||||||||
Reduced the exercise price (in Dollars per share) | $ / shares | $ 14.8 | ||||||||||||||||||||||
Additional fair value (in Dollars) | $ | $ 30 | ||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Exercise price | $ / shares | $ 0.003 | ||||||||||||||||||||||
Warrants to purchase | 1,563 | ||||||||||||||||||||||
Purchase warrants | 1,563 | ||||||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 12 | ||||||||||||||||||||||
Warrant exercisable per share (in Dollars per share) | $ / shares | $ 14 | $ 3.1 | |||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Issued units | 473,405 | ||||||||||||||||||||||
Unit description | Each unit included one ordinary share and one warrant to purchase one ordinary share at an exercise price of $33.44 per ordinary share. The warrants are exercisable at any time up to five years after the IPO. | ||||||||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Granted options to purchase | 71,011 | ||||||||||||||||||||||
Gross proceeds (in Dollars) | $ | $ 15,647 | ||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Gross proceeds (in Dollars) | $ | $ 5,000 | ||||||||||||||||||||||
Aggregate of ordinary share | 493,421 | ||||||||||||||||||||||
Employees [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Dividend yields percentage | 0% | ||||||||||||||||||||||
Vesting rights | These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on November 3, 2021, and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. | ||||||||||||||||||||||
Options expire | 10 years | ||||||||||||||||||||||
Recorded an expense (in Dollars) | $ | $ 45 | 46 | 62 | ||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 49.12 | ||||||||||||||||||||||
Granted options shares | 13,475 | ||||||||||||||||||||||
Employees [Member] | Common Stock [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Purchase ordinary shares | 209 | 2,591 | |||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Granted options to purchase | 68,739 | ||||||||||||||||||||||
Share issued price per share (in Dollars per share) | $ / shares | $ 14.8 | ||||||||||||||||||||||
Vesting rights | One-third of the options vested on June 18, 2024 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. | ||||||||||||||||||||||
Options expire | 10 years | ||||||||||||||||||||||
Recorded an expense (in Dollars) | $ | $ 22 | 20 | $ 12 | ||||||||||||||||||||
Options to purchase | 7,700 | 3,850 | |||||||||||||||||||||
Chief Executive Officer [Member] | October 2020 [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Vesting rights | (1) options to purchase 3,850 ordinary shares will vest on the condition that the Company generates, no later than October 12, 2022, a cumulative order backlog (as defined in the option agreement) in an amount not less than $10,000; and (2) options to purchase the remaining 3,850 ordinary shares will vest on the condition that the Company generates, no later than October 12, 2024 a cumulative order backlog (as defined above) in an amount not less than $20,000 (including the first cumulative order backlog); and all subject to him serving in his position at the time of vesting. | ||||||||||||||||||||||
Chief Executive Officer [Member] | May 11 ,2022 [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Options to purchase | 19,510 | ||||||||||||||||||||||
Officer [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Vesting rights | vest in twelve equal quarterly tranches over a period of three years | ||||||||||||||||||||||
Options expire | 10 years | ||||||||||||||||||||||
Recorded an expense (in Dollars) | $ | $ 12 | 4 | |||||||||||||||||||||
Options to purchase | 12,500 | ||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 14.8 | ||||||||||||||||||||||
Officer [Member] | May 11 ,2022 [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Options to purchase | 68,395 | ||||||||||||||||||||||
Former Chairman [Member] | May 11 ,2022 [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Options to purchase | 33,277 | ||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Vesting rights | Such options will vest one-third following 12 months from the grant date of such options, second one-third following 24 months from the grant date and the balance following 36 months. | ||||||||||||||||||||||
Recorded an expense (in Dollars) | $ | $ 27 | 17 | |||||||||||||||||||||
Options to purchase | 14,974 | ||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 14.8 | ||||||||||||||||||||||
Ordinary shares | 4,991 | ||||||||||||||||||||||
Officers and Employees [Member] | September 13,2022 [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 49.12 | ||||||||||||||||||||||
Employees One [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Recorded an expense (in Dollars) | $ | $ 22 | $ 10 | |||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Weighted average life of the options | 6 years | ||||||||||||||||||||||
Israel Railways [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Common stock issued | 24,431 | ||||||||||||||||||||||
Knorr-Bremse [Member] | Warrant [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Warrant exercisable per share (in Dollars per share) | $ / shares | $ 6.72 | ||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 49.12 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of Option Activity for Options to Employees, Officers and Directors - Employee Stock [Member] - $ / shares | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Shareholders' Equity (Details) - Schedule of Option Activity for Options to Employees, Officers and Directors [Line Items] | ||||||
Number of options, Outstanding at beginning of period | 237,612 | 158,109 | 204,974 | |||
Weighted average exercise price, Outstanding at beginning of period | $ 17.6 | [1] | $ 49.12 | [1] | $ 49.12 | |
Weighted average remaining contractual life, Outstanding at beginning of period | 8 years 2 months 12 days | 7 years 6 months | 8 years 10 months 24 days | |||
Number of options, Granted | 68,739 | 132,361 | ||||
Weighted average exercise price, Granted | $ 14.8 | $ 14.8 | [1] | |||
Weighted average remaining contractual life, Granted | 9 years 9 months | |||||
Number of options, Exercised | (209) | (2,590) | ||||
Weighted average exercise price, Exercised | $ 49.12 | [1] | $ 49.12 | |||
Weighted average remaining contractual life, Exercised | ||||||
Number of options, Forfeited | (9,642) | (52,649) | (44,275) | |||
Weighted average exercise price, Forfeited | $ 14.8 | $ 49.12 | [1] | $ 49.12 | ||
Number of options, Outstanding at end of period | 296,709 | 237,612 | 158,109 | |||
Weighted average exercise price, Outstanding at end of period | $ 16.32 | $ 17.6 | [1] | $ 49.12 | [1] | |
Weighted average remaining contractual life, Outstanding at end of period | 6 years 1 month 28 days | 8 years 2 months 12 days | 7 years 6 months | |||
Number of options, Exercisable at end of period | 157,394 | 100,633 | 85,465 | |||
Weighted average exercise price, Exercisable at end of period | $ 17.44 | $ 19.68 | [1] | $ 49.12 | ||
Weighted average remaining contractual life, Exercisable at end of period | 4 years 1 month 13 days | 6 years 7 months 6 days | 7 years 4 months 24 days | |||
[1]Regarding repricing during 2022, see Note 9E(3)(h) below. |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) - Schedule of Share-Based Payment Expense Related to Options Granted to Employees - Share Based Payment Expense [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment expense | $ 273 | $ 505 | $ 1,055 |
Cost of revenues [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment expense | 8 | 36 | |
Research and development [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment expense | 61 | 174 | 608 |
General and administrative [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment expense | $ 212 | $ 323 | $ 411 |
Research and Development, Net_2
Research and Development, Net (Details) - Schedule of Research and Development - Research and Development Expense [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Research and Development [Line Items] | |||
Payroll and related expenses | $ 5,671 | $ 5,049 | $ 5,586 |
Share-based payment | 61 | 174 | 608 |
R&D consumables | 696 | 160 | 318 |
Rent and office maintenance | 416 | 355 | 390 |
Depreciation | 151 | 130 | 132 |
Subcontracted work and consulting | 5 | 15 | 64 |
Travel and other expenses | 145 | 347 | 110 |
Research and development expense, total | $ 7,145 | $ 6,230 | $ 7,208 |
General and Administrative (Det
General and Administrative (Details) - Schedule of General and Administrative - General and Administrative Expense [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of General and Administrative [Line Items] | |||
Payroll and related expenses | $ 1,815 | $ 1,845 | $ 1,508 |
Share-based payment | 212 | 323 | 411 |
Professional services | 1,635 | 1,451 | 1,133 |
Travel expenses | 61 | 115 | 48 |
Rent and office maintenance | 139 | 118 | 130 |
Depreciation | 20 | 20 | 11 |
Marketing and others | 457 | 393 | 75 |
Total general and administrative expenses | $ 4,339 | $ 4,265 | $ 3,316 |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Taxes on Income [Line Items] | |||
Net operating losses (in Dollars) | $ 54,237 | ||
Israel [Member] | |||
Taxes on Income [Line Items] | |||
Israeli corporate tax rate | 23% | 23% | 23% |
Taxes on Income (Details) - Sch
Taxes on Income (Details) - Schedule of Deferred Tax Assets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Deferred Tax Assets [Abstract] | ||
Deferred taxes due to carryforward losses | $ 12,474 | $ 9,843 |
Valuation allowance | (12,474) | (9,843) |
Income tax expenses |
Transactions and Balances wit_3
Transactions and Balances with Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Transactions and Balances with Related Parties [Line Items] | ||
IPO bonus amount | $ 22 | |
CEO [Member] | ||
Transactions and Balances with Related Parties [Line Items] | ||
IPO bonus amount | $ 97 | |
Chairman [Member] | ||
Transactions and Balances with Related Parties [Line Items] | ||
IPO bonus amount | $ 50 |
Transactions and Balances wit_4
Transactions and Balances with Related Parties (Details) - Schedule of Transactions - Related Party [Member] - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Transactions [Line Items] | ||||
Revenues | $ 888 | |||
General and administrative expenses | [1] | 22 | 147 | |
Other current assets | $ 27 | |||
[1]In 2023, one time bonus in the amount of $22 to CEO. In 2022, one time IPO bonus in the amount of $97 and $50 to the Company’s CEO and its former chairman, respectively. |
Leases (Details)
Leases (Details) ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 ILS (₪) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Leases [Line Items] | ||||
Monthly rent for the company’s office | $ 25 | ₪ 79 | ||
Lease, description | the Company has an option to extend the lease period for another five years from September 9, 2026, to September 8, 2031, with a monthly rent of between NIS 96 thousand (approx. $30) and NIS 102 thousand (approx. $32) over the additional lease period linked with the Israeli Consumer Price Index. | the Company has an option to extend the lease period for another five years from September 9, 2026, to September 8, 2031, with a monthly rent of between NIS 96 thousand (approx. $30) and NIS 102 thousand (approx. $32) over the additional lease period linked with the Israeli Consumer Price Index. | ||
Lease liability and right of use asset | $ 458 | |||
Lease term, date | Sep. 08, 2026 | Sep. 08, 2026 | ||
Operating lease expenses | $ 375 | $ 357 | $ 405 | |
Lease [Member] | ||||
Leases [Line Items] | ||||
Lease liability and right of use asset | 458 | |||
Third and Fourth Lease Years [Member] | ||||
Leases [Line Items] | ||||
Monthly rent for the company’s office | 26 | ₪ 82 | ||
Fifth Lease Year [Member] | ||||
Leases [Line Items] | ||||
Monthly rent for the company’s office | $ 26 | ₪ 83 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Future Lease Payments under Operating Leases $ in Thousands | Dec. 31, 2023 USD ($) |
Schedule of Future Lease Payments under Operating Leases [Abstract] | |
2024 | $ 313 |
2025 | 317 |
2026 | 219 |
Total future lease payments | 849 |
Less imputed interest | (40) |
Total lease liability balance | $ 809 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Weighted Average Lease Term and Weighted Average Discount Rate | Dec. 31, 2023 |
Schedule of Weighted Average Lease Term and Weighted Average Discount Rate [Abstract] | |
Operating leases weighted average remaining lease term (in years) | 2 years 8 months 12 days |
Operating leases weighted average discount rate | 5.10% |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||
Jan. 30, 2024 USD ($) $ / shares shares | Jan. 18, 2024 USD ($) | Jan. 09, 2024 USD ($) | May 11, 2023 USD ($) $ / shares | Jan. 01, 2023 $ / shares | May 31, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Jan. 31, 2024 shares | Apr. 04, 2022 $ / shares | Jan. 19, 2020 ₪ / shares | Jan. 19, 2020 $ / shares | |
Subsequent Events [Line Items] | |||||||||||||
Additional amount | $ 500 | ||||||||||||
Credit facility initial term | 10 years | ||||||||||||
First payment | $ 1,500 | ||||||||||||
Additional loans | $ 3,000 | ||||||||||||
Additional loans will accrue interest rate | 12% | ||||||||||||
Credit facility of financing obligations | $ 7,500 | ||||||||||||
Aggregate amount of equity financing transaction | 5,000 | ||||||||||||
Aggregate gross proceeds | $ 6,000 | 3,000 | |||||||||||
Right to convert an amount | 1,500 | ||||||||||||
Aggregate exercise amount | $ 7,500 | ||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 24 | ||||||||||||
Percentage of premium share price | 150% | ||||||||||||
Facility warrant was adjusted (in Dollars per share) | $ / shares | $ 20 | $ 0.408 | |||||||||||
Facility warrant was adjusted shares (in Shares) | shares | 18,382,353 | ||||||||||||
Contract value | $ 1,000 | ||||||||||||
Warrants exercise price per share (in Dollars per share) | (per share) | $ 6.72 | $ 33.44 | ₪ 0.01 | ||||||||||
Warrants term | 3 years | 5 years 6 months | |||||||||||
Proceeds from private placements | $ 3,500 | $ 3,000 | |||||||||||
Private placement converted amount | $ 500 | $ 1,000 | |||||||||||
Credit facility outstanding | $ 500 | ||||||||||||
Ordinary shares (in Shares) | shares | 2,998,278 | 1,987,005 | |||||||||||
Gross proceeds | $ 4,955 | ||||||||||||
Conpany transaction, description | D.On February 21, 2024, the Company convened an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the shareholders of the Company approved (i) the cancelation of the nominal value of the Company’s registered and issued share capital; (ii) an increase of the Company’s registered share capital from 12,500,000 ordinary shares to 100,000,000 ordinary shares; and to amend the Company’s Amended and Restated Articles of Association accordingly. | ||||||||||||
Switch Yard Systems [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Rail Vision Switch Yard Systems Valued | $ 5,000 | ||||||||||||
Contract value | 4,000 | ||||||||||||
Initial Installments [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Additional loans | 750 | ||||||||||||
Additional Installments [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Additional loans | 750 | ||||||||||||
Credit Facility [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Aggregate amount of equity financing transaction | $ 5,000 | ||||||||||||
Warrant [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 14 | $ 3.1 | |||||||||||
Facility warrant was adjusted (in Dollars per share) | $ / shares | $ 12 | ||||||||||||
Warrant facility (in Shares) | shares | 920,000 | ||||||||||||
Gross proceeds | $ 375 | ||||||||||||
Warrants exercise price per share (in Dollars per share) | $ / shares | $ 0.003 | ||||||||||||
PIPE Pre-Funded Warrants [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Warrants exercise price per share (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||||||
Ordinary shares (in Shares) | shares | 507,743 | ||||||||||||
Warrants (in Shares) | shares | 1,394,999 | ||||||||||||
PIPE Common Warrants [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Warrants exercise price per share (in Dollars per share) | $ / shares | $ 0.98475 | ||||||||||||
Ordinary shares (in Shares) | shares | 761,615 | ||||||||||||
Warrants (in Shares) | shares | 4,269,688 | ||||||||||||
Facility Conversion Pre-Funded Warrant [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Warrants (in Shares) | shares | 507,743 | ||||||||||||
Facility Conversion Common Warrant [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Warrants (in Shares) | shares | 761,615 | ||||||||||||
Credit Facility Agreement [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Accrues interest at a rate | 8% | ||||||||||||
Accrued interest [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Accrues interest at a rate | 30% | ||||||||||||
Facility Warrant [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Facility warrant was exercisable | 5 years | ||||||||||||
Private Placement [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Aggregate amount of equity financing transaction | $ 5,000 | ||||||||||||
Aggregate gross proceeds | $ 5,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Ordinary shares purchased (in Shares) | shares | 2,419,354 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Credit Facility | $ 6,000 | ||||||||||||
Additional amount | $ 3,000 | ||||||||||||
Purchase price per unit (in Dollars per share) | $ / shares | $ 0.98475 | ||||||||||||
Proceeds from private placements | $ 3,000 | ||||||||||||
Exercised warrants (in Shares) | shares | 493,424 | ||||||||||||
Ordinary shares issued (in Shares) | shares | 181,002 | ||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Purchase and sale of warrant | $ 2,500 | ||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Purchase and sale of warrant | $ 3,000 | ||||||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Purchase of stock (in Shares) | shares | 1,394,999 | ||||||||||||
Subsequent Event [Member] | PIPE Pre-Funded Warrants [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Purchase of stock (in Shares) | shares | 4,569,688 | ||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Purchase of stock (in Shares) | shares | 1,651,458 |