Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2021 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2021 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 000-56100 | |||
Entity Registrant Name | SAVE FOODS, INC. | |||
Entity Central Index Key | 0001789192 | |||
Entity Tax Identification Number | 26-4684680 | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Address, Address Line One | 730 NW 107 Avenue | |||
Entity Address, City or Town | Miami | |||
Entity Address, State or Province | FL | |||
Entity Address, Postal Zip Code | 33172 | |||
City Area Code | (347) | |||
Local Phone Number | 468 9583 | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |||
Trading Symbol | SVFD | |||
Security Exchange Name | NASDAQ | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Elected Not To Use the Extended Transition Period | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 20,635,900 | |||
Entity Common Stock, Shares Outstanding | 2,833,036 | |||
Documents Incorporated by Reference | None. | |||
ICFR Auditor Attestation Flag | false | |||
Auditor Firm ID | 1057 | |||
Auditor Name | Somekh Chaikin | Halperin Ilanit | ||
Auditor Location | Tel Aviv, Israel | Tel Aviv, Israel |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 6,750,938 | $ 242,900 |
Restricted cash (Note 2D) | 56,674 | 22,395 |
Accounts receivable, net | 172,630 | 147,941 |
Inventories | 22,603 | 16,356 |
Other current assets (Note 3) | 226,252 | 65,579 |
Total Current assets | 7,229,097 | 495,171 |
Right-of-use asset arising from operating leases (Note 9) | 129,613 | 14,700 |
Property and Equipment, net (Note 4) | 100,944 | 55,194 |
Funds in respect of employee rights upon retirement | 137,625 | 122,584 |
Total assets | 7,597,279 | 687,649 |
Current Liabilities | ||
Short-term loan from banking institutions (Note 7) | 8,390 | 7,949 |
Current maturities of convertible loans | 56,250 | |
Accounts payable | 539,360 | 203,323 |
Other liabilities (Note 5) | 383,554 | 517,711 |
Total current liabilities | 931,304 | 785,233 |
Fair value of convertible component in convertible loans (Note 6) | 54,970 | |
Convertible loans (Notes 6) | 146,929 | |
Long-term loan from banking institutions (Note 7) | 8,115 | |
Operating lease liabilities (Note 9) | 87,287 | |
Liability for employee rights upon retirement | 166,077 | 157,855 |
Total liabilities | 1,184,668 | 1,153,102 |
Stockholders’ Equity (Deficit) (Note 10) | ||
Common stocks of $ 0.0001 par value each (“Common Stocks”): 495,000,000 shares authorized as of December 31, 2021 and 2020; issued and outstanding 2,806,536 and 1,606,765 shares as of December 31, 2021 and 2020, respectively. | 281 | 161 |
Preferred stocks of $ 0.0001 par value (“Preferred stocks”): 5,000,000 shares authorized as of December 31, 2021 and 2020; issued and outstanding 0 shares as of December 31, 2021 and 2020. | ||
Additional paid-in capital | 23,607,503 | 11,867,585 |
Foreign currency translation adjustments | (26,275) | (26,275) |
Accumulated deficit | (17,098,227) | (12,277,647) |
Total | 6,483,282 | (436,176) |
Non-controlling interests | (70,671) | (29,277) |
Total stockholders’ equity (deficit) | 6,412,611 | (465,453) |
Total liabilities and stockholders’ equity (deficit) | $ 7,597,279 | $ 687,649 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 495,000,000 | |
Common Stock, Shares, Outstanding | 2,806,536 | 1,606,765 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 5,000,000 | |
Preferred Stock, Shares Outstanding | 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenues from sales of products | $ 438,141 | $ 232,274 |
Cost of sales (Note 12) | (135,943) | (43,405) |
Gross profit | 302,198 | 188,869 |
Research and development expenses (Note 13) | (538,684) | (417,000) |
Selling and marketing expenses | (200,299) | (51,105) |
General and administrative expenses (Note 14) | (4,266,854) | (1,070,109) |
Operating loss | (4,703,639) | (1,349,345) |
Financing expenses, net (Note 15) | (161,737) | (270,393) |
Other expenses, net | (2,532) | |
Gain on disposal of affiliated company | 15,690 | |
Net loss | (4,865,376) | (1,606,580) |
Less: Net loss attributable to non-controlling interests | (44,796) | 13,441 |
Net loss attributable to the Company’s shareholders | $ (4,820,580) | $ (1,593,139) |
Loss per share (basic and diluted) (Note 17) | $ (2.06) | $ (1.05) |
Basic and diluted weighted average number of shares of common stock outstanding (Note 17) | 2,343,088 | 1,519,122 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Foreign currency translation adjustments [Member] | Retained Earnings [Member] | Stockholders Equity [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 146 | $ 10,329,571 | $ (26,275) | $ (10,684,508) | $ (381,066) | $ (21,053) | $ (402,119) |
Beginning balance, shares at Dec. 31, 2019 | 1,458,598 | ||||||
Issuance of shares, value | $ 5 | 349,995 | 350,000 | 350,000 | |||
Issuance of shares, shares | 45,876 | ||||||
Value of warrant issued in convertible loans | 34,696 | 34,696 | 34,696 | ||||
Conversion of convertible loans | $ 7 | 585,924 | 585,931 | 585,931 | |||
Conversion of convertible loans, shares | 67,369 | ||||||
Exercise of warrants | $ 2 | 59,998 | 60,000 | 60,000 | |||
Exercise of warrants, shares | 28,572 | ||||||
Exercise of options | $ 1 | 19,999 | 20,000 | $ 20,000 | |||
Exercise of options, shares | 6,350 | 6,350 | |||||
Share based compensation | 487,402 | 487,402 | 5,217 | $ 492,619 | |||
Comprehensive loss for the year | (1,593,139) | (1,593,139) | (13,441) | (1,606,580) | |||
Ending balance, value at Dec. 31, 2020 | $ 161 | 11,867,585 | (26,275) | (12,277,647) | (436,176) | (29,277) | (465,453) |
Ending balance, shares at Dec. 31, 2020 | 1,606,765 | ||||||
Issuance of shares, value | $ 109 | 10,457,753 | 10,457,862 | 10,457,862 | |||
Issuance of shares, shares | 1,090,909 | ||||||
Conversion of convertible loans | $ 7 | 648,403 | 648,410 | $ 648,410 | |||
Conversion of convertible loans, shares | 66,877 | ||||||
Exercise of options, shares | |||||||
Share based compensation | 219,814 | 219,814 | 3,402 | $ 223,216 | |||
Comprehensive loss for the year | (4,820,580) | (4,820,580) | (44,796) | (4,865,376) | |||
Share based compensation for services providers | $ 4 | 413,948 | 413,952 | 413,952 | |||
Share based compensation for services providers, shares | 41,985 | ||||||
Ending balance, value at Dec. 31, 2021 | $ 281 | $ 23,607,503 | $ (26,275) | $ (17,098,227) | $ 6,483,282 | $ (70,671) | $ 6,412,611 |
Ending balance, shares at Dec. 31, 2021 | 2,806,536 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Common Stock [Member] | |
Payments of Stock Issuance Costs | $ 1,542,138 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Loss for the year | $ (4,865,376) | $ (1,606,580) |
Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||
Depreciation and amortization | 57,195 | 45,205 |
Loss from sales of property and equipment | 2,382 | |
Gain on disposal of affiliated company | (15,690) | |
Increase in liability for employee rights upon retirement | 8,222 | 15,764 |
Share based compensation | 637,168 | 492,619 |
Revaluation and interest expenses on loans | 116,462 | 176,216 |
Conversion of convertible loans | 57,793 | |
Increase in accounts receivable, net | (24,689) | (83,938) |
Increase in inventories | (6,247) | (54) |
Increase in other current assets | (200,673) | (47,575) |
Increase (decrease) in accounts payable | 337,680 | (32,541) |
Increase (decrease) in other liabilities and operating lease liabilities | (158,008) | 197,659 |
Net cash used in operating activities | (4,098,266) | (798,740) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments on investment in unconsolidated entity | 4,864 | |
Increase in funds in respect of employee rights upon retirement | (15,041) | (12,629) |
Proceeds from sales of property and equipment | 1,031 | |
Purchase of property and equipment | (67,749) | |
Net cash used in investing activities | (82,790) | (6,734) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible loans | 274,000 | 360,000 |
Repayments of long-term loans from banking institutions | (7,875) | (7,272) |
Repayments of right of use asset arising from operating leases | (38,971) | (40,968) |
Proceeds from stock issued for cash, net of issuance costs of $1,502,138 | 10,497,862 | 350,000 |
Exercise of options | 20,000 | |
Exercise of warrants | 60,000 | |
Net cash provided by financing activities | 10,725,016 | 741,760 |
Effect of exchange rate changes on cash and cash equivalents | (1,643) | |
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 6,542,317 | (63,714) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR | 265,295 | 329,009 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR | 6,807,612 | 265,295 |
Supplemental disclosure of cash flow information: | ||
Interest | 231 | 408 |
Non-cash transactions: | ||
Disposal of affiliated company | 2,704 | |
Termination of lease agreement | 51,358 | 11,590 |
Termination of lease liability | 50,072 | 9,604 |
Issuance of warrants in convertible loans | 53,388 | |
Conversion of convertible loans | 648,410 | 528,138 |
Deferred issuance expenses | 40,000 | |
Initial recognition of operating lease right-of-use assets | 201,467 | |
Initial recognition of operating lease liability | $ 201,467 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Cash Flows [Abstract] | |
Payments of Stock Issuance Costs | $ 1,502,138 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 – GENERAL A. Operations Save Foods, Inc. (the “Company”) was incorporated on April 1, 2009, under the laws of the State of Delaware. On April 27, 2009, the Company acquired from its stockholders 98.48 % of the issued and outstanding shares of Save Foods Ltd., including preferred and Common Stock. Save Foods Ltd. was incorporated in 2004 and commenced its operations in 2005. Save Foods Ltd. develops, produces, and focuses on delivering innovative solutions for the food industry aimed at improving food safety and shelf life of fresh produce. The Company and Save Foods Ltd. (collectively, the “Group”). Through May 13, 2021, the Company’s common stock was quoted on the OTC Markets, Pink Tier, under the symbol “SAFO”. On May 13, 2021, the Company completed an underwritten public offering of 1,090,909 shares of its Common Stock at a price to the public of $ 11.00 per share. The gross proceeds to the Company from this offering were $ 12,000,000 , before deducting underwriting discounts, commissions and other offering expenses, and excluding the exercise of the over-allotment option by the underwriter, which were not exercised. The Company granted the underwriter a 45-day option to purchase up to 163,636 additional shares of Common Stock of the Company to cover over-allotments at the public offering price, less the underwriting discounts and commissions. The over-allotment option was not exercised by the underwriter. In addition, the Company issued to the underwriter as compensation, warrants to purchase up to 54,545 shares of Common Stock (5% of the aggregate number of shares of Common Stock sold in this offering). The underwriter’s warrants are exercisable at a per share exercise price equal to 125% of the public offering price per share in this offering. The underwriter’s warrants are exercisable at any time and from time to time, in whole or in part, during the four and a half year period commencing 180 days from the effective date of the registration statement. Commencing on May 14, 2021, Company’s common stock began to be listed on the Nasdaq Capital under the symbol “SVFD”. B. Reverse stock split On February 23, 2021, the Company amended its Certificate of Incorporation to effect a 7 to 1 reverse stock split of the Company’s outstanding Common Stock. As a result of the reverse stock split, every 7 shares of the Company’s outstanding Common Stock prior to the effect of that amendment were combined and reclassified into one share of the Company’s Common Stock. No fractional shares were issued in connection with or following the reverse split. The number of authorized capital of the Company’s Common Stock and par value of the shares remained unchanged. All share, stock option and per share information in these consolidated financial statements have been restated to reflect the stock split. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – GENERAL (continue) C. Effects of the spread of the coronavirus The COVID-19 pandemic continues to create business and economic uncertainty and volatility in the global markets. Many countries around the world are experiencing further outbreaks of the pandemic, following which governments are once again imposing various restrictions. At the same time, there is a recovery trend in the volume of economic activity around the world that leads on one hand, to significant demand for certain products and services and on the other hand, disruptions to worldwide supply chain routes and some raw materials. The Group continues to take measures to ensure the health and safety of its employees, suppliers, other business partners and the communities in which it operates in order to ensure, among others, the operation level, the proper functioning of its facilities and to minimize the pandemic’s potential impact on its business. Manufacturing continues at the Group’s sites without interruptions. However, there is still a difficulty in assessing the future impacts of the pandemic on the Group’s operations, inter alia, in light of the uncertainty of its duration, the extent of its intensity and effects on global supply chains and global markets, and additional countermeasures that may be taken by governments and central banks. D. Liquidity Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $ 17,098,227 . The Company has financed its operations mainly through fundraising from various investors. The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of the date of these financial statements, management is of the opinion that its existing cash will be sufficient to meet its obligations for a period which is longer than 12 months. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2– SIGNIFICANT ACCOUNTING POLICIES The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). A. Use of estimates in the preparation of financial statements The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these consolidated financial statements, the most significant estimates and assumptions relate to share based compensation. B. Functional currency A majority of the Group’s revenues is generated in U.S. dollars. In addition, most of the Group’s costs are denominated and determined in U.S. dollars. Management believes that the dollar is the currency in the primary economic environment in which the Group operates. Thus, the functional and reporting currency of the Group is the U.S. dollar. Transactions and monetary balances in other currencies are translated into the functional currency using the current exchange rate. Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into dollars in accordance with Accounting Standards Codification (ASC) 830, “Foreign Currency Matters”. All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) C. Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiary, Save Foods Ltd. All significant intercompany balances and transactions have been eliminated on consolidation. D. Cash and cash equivalents, and Restricted cash Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. Restricted cash as of December 31,2021 and 2020 included a $ 56,674 and $ 22,395 , respectively collateral account for the Company’s corporate credit cards and a loan and is classified in current assets. E. Accounts receivables The Group maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and its customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. As of December 31, 2021, and 2020, an allowance for doubtful debts in the amount of $ 27,450 and $ 26,553 , respectively, is reflected in net accounts receivables. The Group does not have any off-balance-sheet credit exposure related to its customers. F. Property, plant and equipment, net 1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Comprehensive Loss. 2. Rates of depreciation: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT DEPRECIATION RATES % Furniture and office equipment 7 - 15 Machines 10 - 15 Computers 33 Vehicle 15 G. Impairment of long-lived assets The Group’s long-lived assets are reviewed for impairment in accordance with Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant and Equipment”, 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 an asset to the future undiscounted cash flows expected to be generated by the asset. 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 asset exceeds its fair value. No impairment expenses were recorded during the years ended December 31, 2021 or 2020. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) H. Income taxes The Group accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Group accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in a Company’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal years 2021 and 2020 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. I. Liability for employee rights upon retirement Under Israeli law and labor agreements, Save Foods Ltd. is required to make severance payments to retired or dismissed employees and to employees leaving employment in certain other circumstances. In respect of the liability to the employees, individual insurance policies are purchased, and deposits are made with recognized severance pay funds. The liability for severance pay is calculated on the basis of the latest salary paid to each employee multiplied by the number of years of employment. Employees are entitled to one month’s salary for each year of employment, or a portion thereof. The liability is covered by the amounts deposited including accumulated income thereon as well as by the unfunded provision. Such liability is removed, either upon termination of employment or retirement. According to Section 14 to the Severance Pay Law (“Section 14”) the payment of monthly deposits by a company into recognized severance and pension funds or insurance policies releases it from any additional severance obligation to the employees that have entered into agreements with the company pursuant to such Section 14. Save Foods, Ltd. has entered into agreements with a majority of its employees in order to implement Section 14. Therefore, the payment of monthly deposits by Save Foods, Ltd. into recognized severance and pension funds or insurance policies releases it from any additional severance obligation to those employees that have entered into such agreements and therefore Save Foods, Ltd. incurs no additional liability since that date with respect to such employees. Amounts accumulated in the pension funds or insurance policies pursuant to Section 14 are not supervised or administrated by Save Foods, Ltd. and therefore neither such amounts nor the corresponding accrual are reflected in the balance sheet. Severance income for the year ended December 31, 2021 amounted to $ 6,819 , and severance expense for the year ended December 31, 2020 amounted to $ 7,419 . J. Revenue recognition The Group has revenue from customers. The Group recognizes revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products. This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and (b) is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or product to a customer, meaning the customer has the ability to direct the use and obtain the benefit of the product. The Company’s primary source of revenues is from sales of eco-friendly “green” products for the food industry. The Company does not act as an agent in any of its revenue arrangements. Contracts with customers generally state the terms of the sale, including the quantity and price of each product purchased. Payment terms and conditions may vary by contract, although terms generally include a requirement of payment within a range of 30 to 60 days after the performance obligation has been satisfied. As a result, the contracts do not include a significant financing component. In addition, contracts typically do not contain variable consideration as the contracts include stated prices. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) K. Research and development expenses Research and development expenses are charged to comprehensive loss as incurred. L. Royalty-bearing grants Royalty-bearing grants from the Israeli Innovation Authority (the “IIA”) for funding approved research and development projects are recognized at the time Save Foods Ltd. is entitled to such grants (i.e. at the time that there is reasonable assurance that the Save Foods Ltd will comply with the conditions attached to the grant and that there is reasonable assurance that the grant will be received), on the basis of the costs incurred and reduce research and development costs. The cumulative research and development grants received by Save Foods Ltd from inception through December 2021 and 2020, amounted to $ 155,765 . As of December 31, 2021, and 2020, the Group did not accrue for or pay any royalties to the IIA since no revenues were recognized in respect of the funded projects. M. Inventories Inventories are valued at the lower of cost or net realizable value. Cost of raw and packaging materials, purchased products, manufactured finished products and products in process are determined on the average cost basis. The Group regularly reviews its inventories for impairment and reserves are established when necessary. N. Basic and diluted loss per common stock Basic loss per common stock is computed by dividing the loss for the period applicable to shareholders, by the weighted average number of shares of common stock outstanding during the period. Securities that may participate in dividends with the shares of common stock (such as the convertible preferred) are considered in the computation of basic loss per share under the two-class method. However, in periods of net loss, only the convertible preferred shares are considered, since such shares have a contractual obligation to share in the losses of the Company. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. O. Stock-based compensation The Group measures and recognizes the compensation expense for all equity-based payments to employees and nonemployees based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as a compensation expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Group has expensed compensation costs, net of forfeitures as they occur, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) P. Fair Value Measurements Fair value of certain of the Group’s financial instruments including cash, accounts receivable, account payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Group measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of non-performance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the fair value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair values of derivative liabilities over the life of the convertible notes. The following table presents the changes in fair value of the level 3 liabilities for the Year ended December 31, 2021: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Fair value of Convertible component Outstanding at January 1, 2021 54,970 Fair value of issued level 3 liability 218,169 Fair value of repaid level 3 liability (359,087 ) Changes in fair value (85,948 ) Outstanding at December 31, 2021 - NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) Q. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. The Group considers that its cash and cash equivalents have low credit risk based on the credit ratings of the counterparties. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) R. Commitments and Contingencies The Group records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. S. Leases In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02. The guidance establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. The Group determines if an arrangement is or contains a lease at contract inception. The Group is a lessee in certain operating leases primarily for office space and vehicles. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. ROU assets represent Company’s right to use an underlying asset for the lease term and lease liabilities represent Group’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Group monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in statement of comprehensive loss. T. New Accounting Pronouncements Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022, though early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company is currently evaluating the effect the adoption of ASU 2019-12 will have on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and(2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures. Other new pronouncements issued but not effective as of December 31, 2021 are not expected to have a material impact on the Company’s consolidated financial statements. U. Change in classification During the current year the Group changed the cash flows classification of proceeds from secured promissory notes to proceeds from convertible loans to reflect more appropriately the financing activities as it related to certain convertible loans. These reclassifications did not have any effect on total current assets, total assets, total current liabilities, total liabilities, total shareholders’ equity, net loss, or loss per share. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 3 – OTHER CURRENT ASSETS SCHEDULE OF OTHER CURRENT ASSETS 2021 2020 December 31, 2021 2020 Prepaid expenses and advances to vendors 173,835 51,020 Receivables from sale of investment (*) - 2,704 Government Institutions 52,417 11,855 Total 226,252 65,579 (*) On April 2, 2019, the Company invested 10,000 Canadian Dollars for 20 % of the outstanding shares of Savecann Solutions Inc. (“Savescann”) a newly formed company registered in Canada. Savecann intended to market the Company’s solutions to the Cannabis market. On April 21, 2020, the Company sold its entire holdings in Savecann for total consideration of 10,000 Canadian Dollars ($ 7,000 ). |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 – PROPERTY AND EQUIPMENT, NET SCHEDULE OF PROPERTY PLANT AND EQUIPMENT 2021 2020 December 31, 2021 2020 Computers 29,566 10,328 Furniture and office equipment 15,121 5,002 Machines 169,189 130,797 Vehicles 85,149 85,149 Total cost 299,025 231,276 Less - accumulated depreciation (198,081 ) (139,382 ) Less – impairment of long lived assets - (36,700 ) Total property and equipment, net 100,944 55,194 For the years ended December 31, 2021 and 2020, depreciation expenses were $ 21,999 and $ 22,512 respectively, and additional property and equipment were purchased in an amount of $ 67,749 for the year ended December 31, 2021 ( none for the year ended December 31, 2020). |
OTHER LIABILITIES
OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LIABILITIES | NOTE 5 – OTHER LIABILITIES SCHEDULE OF OTHER ACCOUNT LIABILITIES 2021 2020 December 31, 2021 2020 Employees and related institutions 199,008 110,220 Accrued expenses 141,799 392,442 Operating lease liabilities 42,747 15,049 Other accounts liabilities 383,554 517,711 SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
CONVERTIBLE LOANS
CONVERTIBLE LOANS | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE LOANS | NOTE 6 – CONVERTIBLE LOANS A. In December 2019, the Company entered into a series of Convertible Loan Agreements (each a “CLA”) with third parties and certain existing shareholders (the “Lenders”), pursuant to which the Lenders agreed to provide the Company loans in the aggregate amount of $ 379,000 and in exchange the Company issued to the Lenders (i) convertible promissory notes (the “Notes”) and (ii) warrants with an exercise price of $ 8.40 . In January and March 2020, the Company entered into two additional CLA agreements for an aggregate amount of $ 135,000 , consisting of the same terms. According to the terms of the CLA, the Notes bore interest at a rate of 5 % per annum and the loan amount represented by the Notes was to be repaid to the Lenders according to the following schedule: (i) the principal amount represented by the Notes to be repaid in twenty four equal monthly installments, commencing on the twenty fifth month following the closing of each CLA, and (ii) the interest accrued on the loan amount paid in two bi-annual installments, commencing on the first anniversary of the first payment of the principal amount. In addition, according to the terms of the CLA, the outstanding loan amount matures on the earlier of (i) the third anniversary of each CLA or (ii) a deemed liquidation event (as defined therein), and the Lenders may convert all or any portion of the Notes at any time prior to the one-year anniversary of each issuance into shares of the Company’s Common Stock at a conversion price of $ 8.40 per share. In accordance with ASC 815-15-25, the conversion feature was considered an embedded derivative instrument, and was to be recorded at its fair value as its fair value could be separated from the convertible loan and its conversion is independent of the underlying note value. The Company recorded finance expenses in respect of the convertible component in the convertible loan in the excess amount of the convertible component fair value over the face loan amount. The conversion liability was then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. On June 24, 2020, the Company entered into a Securities Purchase Agreement (the “SPA”) with the Lenders in connection with the sale and issuance of 69,332 units (“Units”), at a purchase price of $ 7.63 per Unit. Each Unit consisted of: (i) one share of Common Stock and (ii) one warrant to purchase one share of Common Stock with an exercise price of $ 8.4 (the “Warrant”) . In connection with the SPA, the Company issued to the Lenders an aggregate of 67,369 shares of Common Stock and Warrants to purchase an aggregate of 67,369 shares of Common Stock. The shares of Common Stock were issued on July 2, 2020. Simultaneous with and conditioned upon the execution of the SPA, the Company and each of the Lenders agreed to effectively cancel the CLA and the equity securities issued thereunder. In connection therewith, each of the Lenders voluntarily waived any right to receive interest that accrued thereupon pursuant to the CLA. The Company evaluated the transaction as an exchange of instruments and as a result of the above conversion, recorded a compensation expenses in a total amount of $ 57,793 , as of May 11 and 12, 2021 (“The exchange date”), and as a credit to stockholders’ equity (additional paid in capital). The fair value of the additional shares granted in the conversion was calculated based on the Company’s share price as of the date of the conversion. The fair value of the additional warrants granted in the conversion was determined using the Black-Scholes pricing model, assuming a risk-free rate of 0.21 %, a volatility factor of 51.96 %, dividend yields of 0 % and an expected life of 2.45 - 2.71 years. During the year ended December 31, 2020, the Company recorded net interest and amortization expenses in the amount of $ 199,709 , in respect of the discounts recorded on the CLAs. B. On September 21, 2020, the Company entered into a series of convertible loan agreements (“September 2020 CLA”) with certain lenders (“September 2020 Lenders”) to sell convertible promissory notes (“September 2020 Notes”) with an aggregate principal amount of $ 125,000 . Whereby, the outstanding loan amount were to mature on the earlier of (i) the third anniversary of each September 2020 CLA or (ii) a deemed liquidation event, and the September 2020 Lenders could convert all or any portion of the September 2020 Notes into shares of Common Stock at any time prior to a mandatory conversion event at a conversion price of $ 7.63 per share. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 – CONVERTIBLE LOANS During October 2020, the Company entered into a series of additional convertible loan agreements with additional lenders to sell notes with an aggregate principal amount of $ 100,000 , pursuant to the same terms a set in the September 2020 CLAs. During January 2021, the Company entered into a series of additional convertible loan agreements with additional lenders to sell notes with an aggregate principal amount of $ 274,000 , pursuant to the same terms a set in the September 2020 CLAs. As part of the convertible loan agreements, the Company entered into a registration rights agreement with each of the lenders, whereby each lender received piggyback registration rights for the shares issuable upon conversion of the notes to shares of Common Stock. The loans are convertible into common Stock upon (i) a completion of underwritten public offering (“Mandatory Conversion”) convert the outstanding loan amount at a share price as shall be determined in the offering, or (ii) at the lender’s discretion (“Optional Conversion”) convert the outstanding loan amount at a share price per share of $ 7.63 . In accordance with ASC 815-15-25, the conversion feature was considered embedded derivative instruments, and is to be recorded at their fair value as its fair value can be separated from the convertible loan and its conversion is independent of the underlying note value. The Company recorded finance expenses in respect of the convertible component in the convertible loan in the excess amount of the convertible component fair value over the face loan amount. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the convertible component was estimated with the assistance of a third party appraiser as weighted average of the two possible scenarios of the total loan amount conversion: as of September 21, 2020 and October 23, 2020, 70 % probability for the Mandatory Conversion and 30 % probability for the Optional Conversion and as of December 31, 2020 and January 19, 2021, 75 % probability for the Mandatory Conversion and 25 % probability for the Optional Conversion. The Mandatory Conversion (scenario 1) was estimated by the appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of issuance dates and as of the balance sheet date: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS VALUATION METHOD September 21, 2020 October 23, 2020 December 31, 2020 January 19, 2021 Dividend yield 0 0 0 0 Risk-free interest rate 0.19 % 0.11 % 0.09 % 0.11 % Expected term (years) 0.775 0.685 0.417 0.36 Volatility 51.96 % 51.96 % 48.06 % 48.06 % Share price 6.72 5.88 8.61 13.23 Exercise price 7.63 7.63 7.63 7.63 Fair value 15,208 6,457 47,499 205,884 The Optional Conversion (scenario 2) was estimated by the appraiser using binomial option pricing model and simulating and waiver of the lender as an exercise price, to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of the issuance dates and as of balance sheet date: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS VALUATION METHOD September 21, 2020 October 23, 2020 December 31, 2020 January 19, 2021 Dividend yield 0 0 0 0 Risk-free interest rate 0.12 - 0.16 % 0.12 - 0.2 % 0.10 - 0.14 % 0.10 - 0.20 % Volatility 51.96 % 51.96 % 48.06 % 48.06 % Share price 6.72 5.88 8.61 13.23 Fair value 26,824 15,167 77,381 225,024 The fair value of the convertible component was estimated by the third-party appraiser after giving effect to the weighted average of the two possible scenarios as of issuance dates was $ 27,762 for the 2020 issuances and as of December 31, 2020 was $ 54,970 . The fair value of the convertible component was estimated by the third-party appraiser after giving effect to the weighted average of the two possible scenarios as of issuance dates was $ 218,169 for the January 19, 2021 issuance. The fair value allocated to the convertible loan was estimated with the assistance of a third party appraiser as the residual value of the proceeds net of the convertible component and was estimated at a value of $ 203,179 as of December 31, 2020 of which $ 56,250 is presented under current liabilities and $ 146,929 is presented under long term liabilities. On May 11, 2021 and May 12, 2021, the lenders of the convertible loans utilized their optional conversion, of the entire balance of the convertible promissory notes in the aggregate principal amount of $ 499,000 and of aggregated accrued interest amount of $ 11,211 , at a conversion price of $ 7.63 per share and the Company issued to the Lenders an aggregate amount of 66,877 shares of Common Stock following the conversion. The Company recorded a total of $ 107,518 as interest expenses during the year ended December 31, 2021 related to such convertible loans. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) |
LOANS FROM BANKING INSTITUTIONS
LOANS FROM BANKING INSTITUTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LOANS FROM BANKING INSTITUTIONS | NOTE 7 - LOANS FROM BANKING INSTITUTIONS SCHEDULE OF COMPOSITION OF LONG TERM DEBT A. Composition Interest rate at December 31, % 2021 2020 Long-term loans 2.1 8,390 16,064 Less current maturities (8,390 ) (7,949 ) - 8,115 |
COMMITMENT AND CONTINGENT LIABI
COMMITMENT AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENT AND CONTINGENT LIABILITIES | NOTE 8 – COMMITMENT AND CONTINGENT LIABILITIES A. Save Foods Ltd. is committed to pay royalties to the IIA on the proceeds from sales of products resulting from research and development projects in which the IIA participates by way of grants. In the first 3 years of sales the Company shall pay 3% of the sales of the product which was developed under IIA research and development projects. In the fourth, fifth and sixth years of sales, the Company shall pay 4% of such sales and from the seventh year onwards the Company shall pay 5% of up to 100% of the amount of grants received plus interest at LIBOR. Save Foods Ltd. was entitled to the grants only upon incurring research and development expenditures. There were no future performance obligations related to the grants received from the IIA . As of December 31, 2021 and 2020, the contingent liabilities with respect to grants received from the IIA, subject to repayment under these royalty agreements on future sales is $ 155,765 , not including interest. B. On September 22, 2020, the Company entered into a non-exclusive Commission Agreement with Earthbound Technologies, LLC (“EBT”) for a period of 12 months, according to which EBT ‘will introduce the Company to potential clients, pre-approved by the Company (“Introduced Parties”) and will assist the Company in finalizing commercial agreements with the Introduced Parties. In consideration for its services, the Company agreed to pay EBT 12.5 % of the net revenues generated from Introduced Parties (during the agreement period and within 18 months following the termination of the agreement) up to a total aggregated amount of $ 2,000,000 , provided that the compensation shall not exceed 25 % of the Company’s gross profit under the given commercial agreement signed with the Introduced Party. In addition, in the event that the aggregated net revenues generated from Introduces Parties were to exceed $ 500,000 , and subject to the approval of the Board, the Company was to issue to EBT 7,143 options to purchase 7,143 shares of Common Stock at an exercise price of $ 8.4 per share. In the event that certain additional events detailed in the agreement were to occur, the Company will also issue to EBT, subject to the approval of the Board, an additional 7,143 options to purchase 7,143 shares of Common Stock at an exercise price of $ 8.4 per share. Such shares have not been issued as of balance sheet date. C. On September 22, 2020, the Company entered into a Distribution Agreement (the “Distribution Agreement”), with Safe-Pack Products Ltd (“Safe-Pack”) according to which the Company granted Safe-Pack an exclusive right to resell, distribute, advertise, and market Company’s products related to the citrus industry in Israel and other territories, as well as additional products as shall be mutually agreed upon in the future. In addition, the Company agreed to grant Safe-Pack a right of first refusal to be designated as an exclusive distributor of the Company in certain agreed upon territory for additional products of the Company as they relate to the field of post-harvest. In consideration for the above rights granted to Safe-Pack, Safe-Pack will submit to the Company purchase orders of its products at a price specified in the Distribution Agreement. Commencing upon the second calendar year of the agreement, Safe-Pack is required to meet a minimum purchase quota, as shall be mutually agreed upon between the parties. In the event that the parties fail to agree on a quota, the quota shall be equal to last year quota plus 3 %. D. On June 15, 2021, the Company signed consulting agreement with a third party according to which the Consultant will provide the Company with public relations services. Based on the agreement, the Company will pay the consultant a monthly fee of $ 3,500 and shall issue the consultant 200 shares of Common Stock of the Company on the final day of each month following the commencement date of the agreement. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) NOTE 8 – COMMITMENT AND CONTINGENT LIABILITIES (continue) E. On June 1, 2021 the Company terminated its October 10, 2018, consulting agreements with two of its consultants and signed new consulting agreements with the parties. According to the agreements, the consultants shall provide the Company with business development and strategic consulting services including ongoing consulting for the Company, board and management. The agreement shall be effective until terminated by each of the parties by giving a 30 days prior notice. Based on the agreements the Company would pay each a monthly fee of $ 13,000 , and $ 2,000 as monthly reimbursement of expenses. In addition, the Company agreed to grant the consultants with signing bonuses in the amounts of $ 150,000 and $ 250,000 net of the outstanding debt of the Company to the consultants based on their October 10, 2018 agreements in the amount of $ 33,000 each. In addition, the Company agreed to pay the consultants 5% of any gain generated by the Company exceeding an initial gain of 25% due to any sale, disposition or exclusive license of activities, securities, business, or similar events initiated by each the consultants. In addition, each consultant shall be entitled to a special bonus upon business opportunities or upon other events he assisted with (“Consultant Engagements”), authorized by the CEO or the Chairman of the Board. The special bonus shall not exceed two times each consultant monthly fee. As of the date of the financial statements no bonus was recorded as no such Consultant Engagements were executed. F. On August 18, 2021 and on October 5, 2021, the Company signed consulting agreements with two of its consultants according to which the consultants will serve as members of the scientific advisory board of the Company and shall provide the Company with ongoing business consulting services. Based on the agreements, the Company will pay the consultants an hourly fee of NIS 500 (approximately $ 155 ) with maximum of 15 hour per months, each, unless agreed upon otherwise. The consultants will also be issued, subject to the approval of the Board of Directors of the Company, such number of shares of restricted common stock of the Company as is customarily issued to other directors of the Company. The agreement shall be in effect unless terminated by either one on the parties at any time upon 60 days prior notice. The terms of the grant have not yet been determined. G. On October 1, 2021, the Company signed a consulting agreement with a consultant for a period of 18 months, according to which the consultant will provide the Company with consulting services related to international business development activities. Based on the agreement, the Company will issue the consultant 9,000 shares of common stock of the Company upon execution of the agreement and six installments of 12,500 shares of common stock of the Company at each of following 90 days following the execution date . |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
LEASES | NOTE 9 – LEASES A. The components of operating lease cost for the year ended December 31, 2021 and 2020 were as follows: SCHEDULE OF OPERATING LEASE COST 2021 2020 December 31, 2021 2020 Operating lease costs 38,971 40,968 Short-term lease cost 4,378 - Total operating lease cost 43,349 40,968 SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) NOTE 9 – LEASES (continue) B. Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASE 2021 2020 December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 38,971 40,968 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating leases 201,467 - C. Supplemental balance sheet information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES 2021 2020 December 31, 2021 2020 Operating leases: Operating leases right-of-use asset 129,613 14,700 Current operating lease liabilities 42,747 14,049 Non-current operating lease liabilities 87,287 - Total operating lease liabilities 130,034 14,049 Weighted average remaining lease term (years) 2.9 2 Weighted average discount rate 4 % 5 % D. Future minimum lease payments under non-cancellable leases as of December 31, 2021 were as follows: SCHEDULE OF MINIMUM LEASE PAYMENTS UNDER NON- CANCELABLE LEASES 2021 2022 47,496 2023 51,764 2024 34,292 Total operating lease payments 133,552 Less: imputed interest 3,518 Present value of lease liabilities 130,034 SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) NOTE 9 – LEASES (continue) The Company and its subsidiary did not extend its office space at Kibbutz Alonim under an operating lease agreement that ended on December 31, 2021. During the years 2021 and 2020, the Company paid an annual rent of $ 15,559 and $ 14,967 , respectively in respect of this lease. In July 2021, the Company signed a lease agreement for an office space in Tel Aviv, Israel for a period of 2 years with monthly payments of $2,900 and an option to extend the agreement for an additional 3 years with monthly payments of $3,000. In September 2021, the Company signed an additional lease agreement for an office and operational space in Neve Yarak, lsrael for a period of 1 year with monthly payments of $2,000 and an option to extend the agreement for an additional 2 years with monthly payment of $2,800 in the first option period and $3,000 in the second option period. A right-of-use assets in the amount of $ 152,472 and lease liabilities in the amount of 152,472 have been recognized in the balance sheet in respect of these leases. During December 2021, the Save Foods, Ltd. and the lessor of the Tel Aviv office space mutually agreed that the lease agreement would be terminated on December 31, 2021. In December 2021, the Company signed a car rental lease agreement for a period of 3 years with monthly payments of $950. A lease right-of-use asset and a related liability in the amount of $ 34,362 have been recognized in the balance sheet in respect of this lease. On December 15, 2021, the Company entered into a lease agreement for office space in Miami (hereinafter - the Miami Lease). The Miami Lease is for a period of 1 year with monthly payments of $600 and an option to extend the agreement for an additional 1 year with monthly payments of $630 . The Company intends to exercise its option to extend the agreement. A lease right-of-use asset and a related liability in the amount of $ 14,633 have been recognized in the balance sheet in respect of this lease. |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 10 – SHAREHOLDERS’ EQUITY Description of the rights attached to the Shares in the Company: Common stock: Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the stockholders of the Company’s common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law. Transactions: During August 2020, the Company entered into a Securities Purchase Agreement (the “August 2020 SPAs”) with an existing shareholder (the “Investor”), pursuant to which the Company sold to the Investor for an aggregated amount of $ 100,000 , 13,108 units at a price per unit of $ 7.63, each unit consisted of (i) one share of Common Stock and (ii) one warrant to purchase one share of Common Stock with an exercise price of $ 8.40 for a period of 36 months following the issuance date. The shares of Common Stock were issued during August and September, 2020. On July 2, 2020, the Company issued 67,369 shares of Common Stock in respect of the conversion of convertible loans as detailed in Note 6A above. During July and August 2020, the Company entered into additional Securities Purchase Agreements with existing shareholders (the “Additional Investors”), pursuant to which the Company sold to the Additional Investors for an aggregate amount of $ 150,000 , 19,662 units, based substantially upon the same terms as in the May Agreement. On September 23, 2020, the Company entered into a Securities Purchase Agreement (the “Medigus SPA”) with Medigus Ltd. (“Medigus”) in connection with the sale and issuance of 13,107 units for total consideration of $ 100,000 , based substantially upon the same terms as in the May Agreement. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) NOTE 10 – SHAREHOLDERS’ EQUITY (continue) The Medigus SPA contemplates an additional investment by Medigus not to exceed $ 25,000 (the “Additional Medigus Investment”), which shall be triggered following the parties’ initiation of a proof of concept procedure to test the effectiveness of the Company’s sanitizers and its residual effects on surfaces against different pathogens including COVID-19. In consideration for the Additional Medigus Investment, the Company has agreed to issue an additional 3,277 units at a purchase price of $ 7.63 , which units shall contain the same composition of securities as described in the foregoing description of the Medigus SPA. On September 22, 2020 and September 24, 2020, the Chairman of the Board of Directors of the Company (the “Board”), exercised a warrant to purchase an aggregate of 28,572 shares of Common Stock, which warrants were granted to him on June 15, 2020 by the Board as a replacement for his recently expired options, which were previously granted to him in April 2018. During December 2020, two directors of Save Food Ltd exercised 6,350 options under the 2018 Equity Incentive Plan into 6,350 shares of common stock of the Company total consideration of $ 20,000 . On May 13, 2021, the Company completed an underwritten public offering of 1,090,909 shares of Common Stock of the Company at a price to the public of $ 11.00 per share – see note 1 above. On May 15, 2021, the Company signed a consulting agreement with a third party according to which the consultant will provide the Company with investor relations services for a period of 12 months following the commencement date. As consideration for the agreement the Company will pay the consultant an annual fee of $ 40,000 and shall issue the consultant 12,000 shares of Common Stock of the Company. On June 20, 2021, the Company issued 12,000 shares of Common Stock of the Company to the consultant. The Company determined the value of the shares issue at $ 126,600 . On July 1, 2021, the Company and a consultant signed an Addendum to the October 20, 2020 Service Agreement (the “Original Agreement”) according to which the Company agreed to pay the consultant $ 15,000 for digital communication services as per the Original Agreement and to issue the consultant 14,285 shares of Common Stock of the Company. The Company determined the value of the shares issued at $ 127,622 . In addition, the Company agreed to continue the Original Agreement for an additional six months for a monthly fee of $ 10,000 . On August 5, 2021, the Company signed consulting agreement with a third party according to which the Consultant will provide the Company with strategic consulting and coordination of digital marketing campaigns for a period of 6 months commencing September 1, 2021. As consideration for the agreement the Company will pay the consultant a total fee of $ 301,000 and shall issue the consultant 12,000 shares of Common Stock of the Company. By November 3, 2021, the Company issued the Consultant 6,000 shares on account of the above agreement. The Company determined the value of the shares issued at $ 53,856 . On November 5, 2021, the Company and the consultant mutually agreed to terminate the consulting agreement. On November 3, 2021 the Company issued to consultants 700 shares of the Company’s common stock based on their June 15, 2021 consulting agreement. see note 8E above for additional information. The Company determined the value of the shares issued at $ 5,747 . After the balance sheet date, the Company issued the consultants 600 shares under the 2021 consulting agreement. The Company determined the value of the shares issued at $ 4,926 . On November 3, 2021 the Company issued to consultant 9,000 shares of the Company’s common stock based on their October 24, 2021 consulting agreement. see note 8I above for additional information. The Company determined the value of the shares issued at $ 61,200 . After the balance sheet date, the Company issued the consultants 12,500 shares of which 5,000 were under the 2021 consulting agreement. The Company determined the value of the 5,000 shares at $ 34,000 . SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 11 – STOCK OPTIONS On October 18, 2018, the Company adopted the 2018 Share Incentive Plan (the “2018 Equity Incentive Plan”), pursuant to which the Company’s Board of Directors is authorized to grant up to 190,477 options, exercisable into 190,477 shares of Common Stock of the Company. The purpose of the 2018 Equity Incentive Plan is to offer attract and retain the best available personnel, provide incentive to individuals who perform services for the Company and promote the success of the Company’s business. On June 23, 2020, the Company granted 21,143 options to purchase its Common Stock under the 2018 Equity Incentive Plan (the “Plan”). The options shall vest quarterly over two years commencing June 23, 2020, whereby 12.50 % of the shares covered by the options will vest on the three month anniversary of June 23, 2020, and 12.50% of the shares covered by the options will vest at the end of each subsequent three month period thereafter over the course of the subsequent 21 months . On July 1, 2020, the Company granted 71,431 options to purchase its Common Stock under the 2018 Equity Incentive Plan. The options shall vest quarterly over two years commencing June 1, 2020, whereby 12.50 % of the shares covered by the options will vest on the three month anniversary of June 1, 2020, and 12.50% of the shares covered by the options will vest at the end of each subsequent three month period thereafter over the course of the subsequent 21 months . The fair value of the options was estimated at a value of $ 344,767 at the date of issuance using the Black-Scholes option pricing model. In addition, on July 1, 2020, the Board approved an increase to the share option pool under the Plan by 99,466 shares of Common Stock, such that after the increase the total number of shares of Common Stock issuable under the Plan is 289,942 shares of Common Stock. On September 22, 2020, the Board approved an amendment of the terms of the outstanding options granted to certain employees and directors of the Company. According to the new terms, subject to the consummation of equity financing in excess of $ 1,000,000 and the completion of listing of the Company’s Common Stock for trade on the Nasdaq, and in the event that the employment or engagement of such grantee is either terminated (not for cause) or otherwise changed thereby resulting in the conclusion of such engagement (including voluntary resignation), all outstanding options of such grantee shall vest immediately and shall be exercisable for a period of three years following the termination date. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) NOTE 11 – STOCK OPTIONS (continue) The following table presents the Company’s stock option activity for employees and directors of the Company for the year ended December 31, 2021 and 2020: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at January 1, 2020 164,289 3.15 Granted 92,574 3.64 Exercised (6,350 ) 3.15 Forfeited (29,365 ) 3.15 Expired (14,286 ) 3.15 Outstanding at January 1, 2021 206,862 3.37 Granted - - Exercised - - Forfeited (2,381 ) 3.15 Expired (11,905 ) 3.15 Outstanding at December 31, 2021 192,576 3.38 Number of options exercisable at December 31, 2021 171,814 3.37 The aggregate intrinsic value of the awards outstanding as of December 31, 2021 and 2020 is $ 120,614 and $ 1,084,465 , respectively. These amounts represent the total intrinsic value, based on the Company’s stock price of $ 4.01 and $ 8.61 as of December 31, 2021 and 2020, respectively, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date. The fair value of options granted was estimated at the dates of grant using the Black-Scholes option pricing model. The following are the data and assumptions used: SCHEDULE OF ESTIMATED FAIR VALUE OF OPTIONS GRANTED 2020 Dividend yield 0 Expected volatility (%) (*) 52 % Risk-free interest rate (%) (**) 0.23 % Expected term of options (years) (***) 5 Exercise price (US dollars) 3.15 - 3.78 Share price (US dollars) 7.63 Fair value (US dollars) 4.83 - 5.17 (*) Due to the low trading volume of the Company’s Common Stock, the expected volatility was based on the historical volatility of the share price of other public companies that operate in the same industry sector as the Company (agricultural chemical industry). (**) The risk-free interest rate represented the risk-free rate of $ zero – coupon US Government Loans. (***) Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the “simplified method” in accordance with SEC Staff Accounting Bulletin No. 110. The total fair value estimation of the non-cash compensation of the grant at 2020 was approximately $ 453,976 . Expenses incurred in respect of stock-based compensation for employees and directors, for the year ended December 31, 2021 and 2020 were $ 223,216 and $ 492,619 , respectively. As of December 31, 2021, there are 91,016 options available for future grants under the 2018 Equity Incentive Plan. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) |
COST OF SALES
COST OF SALES | 12 Months Ended |
Dec. 31, 2021 | |
Cost Of Sales | |
COST OF SALES | NOTE 12 – COST OF SALES SCHEDULE OF COST OF SALES 2021 2020 Year ended December 31 2021 2020 Salaries and related expenses 100,558 8,074 Share based compensation 11,540 5,402 Materials 9,882 16,692 Vehicle maintenance 1,533 2,063 Travel expenses 7,641 978 Transportation and storage 604 5,632 Other expenses 4,185 4,564 Cost of sales 135,943 43,405 |
RESEARCH AND DEVELOPMENT EXPENS
RESEARCH AND DEVELOPMENT EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES | NOTE 13 – RESEARCH AND DEVELOPMENT EXPENSES SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2021 2020 Year ended December 31 2021 2020 Salaries and related expenses 176,520 39,021 Share based compensation 19,235 91,190 Subcontractors 238,784 130,592 Depreciation 38,166 29,319 Travel expenses 3,836 7,190 Vehicle maintenance 15,253 13,657 Rent and asset management 4,925 - Laboratory and field tests 20,025 72,593 Other expenses 21,940 33,438 Research and development expenses 538,684 417,000 SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
General And Administrative Expenses | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 14 – GENERAL AND ADMINISTRATIVE EXPENSES SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2021 2020 Year ended December 31 2021 2020 Professional services 2,527,076 443,883 Salaries and related expenses 214,570 - Share based compensation 598,699 416,996 Legal expenses 160,814 67,492 Insurance 473,985 63,380 Rent and office maintenance 21,069 11,135 Registration fees 233,395 28,477 Communications 822 1,679 Depreciation 20,040 13,914 Travel expenses - 5,305 Other expenses 16,384 17,848 General and administrative expense 4,266,854 1,070,109 |
FINANCING EXPENSES, NET
FINANCING EXPENSES, NET | 12 Months Ended |
Dec. 31, 2021 | |
Financing Expenses Net | |
FINANCING EXPENSES, NET | NOTE 15 – FINANCING EXPENSES, NET SCHEDULE OF FINANCING EXPENSES NET 2021 2020 Year ended December 31 2021 2020 Interest and amortization expenses 8,339 202,917 Currency exchange differences 9,667 34,037 Changes in fair value of convertible loans 107,518 27,208 Bank charges and other finance expenses, net 36,213 6,231 Financing expenses net 161,737 270,393 |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 16 – INCOME TAX A. The Company is subject to the federal tax rate of 21 % plus the state tax rate which varies from state to state. Income of the Israeli company is taxable at enacted tax rate of 23%. In the future the Israeli company may be allegeable to be recognized as a preferred enterprise and consequently may be subject to lower tax rates . The Company and Save Foods Ltd. have not received final tax assessments since their inception. As of December 31, 2021, the Company and Save Foods Ltd. has estimated carry forward losses for tax purposes of approximately $ 2,438,457 and $ 12,141,427 , respectively, which can be offset against future taxable income, if any. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) NOTE 16 – INCOME TAX (continue) B. The following is reconciliation between the theoretical tax on pre-tax income, at the tax rate applicable to the Company (federal tax rate) and the tax expense reported in the financial statements: SCHEDULE OF INCOME TAX EXPENSES 2021 2020 Year ended December 31 2021 2020 Pretax loss 4,865,376 1,593,139 Federal tax rate 21 % 21 % Income tax computed at the ordinary tax rate 1,021,729 334,559 Non-deductible expenses (13,255 ) (63,565 ) Stock-based compensation (133,805 ) (109,772 ) Tax in respect of differences in corporate tax rates 54,582 13,480 Losses and timing differences in respect of which no (929,251 ) (174,702 ) Income tax expenses - - C. Deferred taxes result primarily from temporary differences in the recognition of certain revenue and expense items for financial and income tax reporting purposes. Significant components of the Company’s future tax assets are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2021 2020 Year ended December 31 2021 2020 Composition of deferred taxes: Provision for employee related obligation 11,663 31,627 Non-capital loss carry-forwards 3,304,604 2,350,367 Operating lease right-of-use (29,518 ) - Operating lease liabilities 29,615 - Valuation allowance (3,316,364 ) (2,381,994 ) Deferred tax assets and liabilities - - SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) |
LOSS PER COMMON STOCK
LOSS PER COMMON STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
LOSS PER COMMON STOCK | NOTE 17 – LOSS PER COMMON STOCK Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares of Common Stock used in computing basic and diluted loss per common stock for the years ended December 31, 2021 and 2020, are as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE 2021 2020 Year ended December 31 2021 2020 Number of shares Weighted average number of shares of Common Stock outstanding attributable to shareholders 2,343,088 1,519,122 Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*) 192,576 206,862 (*) The effect of the inclusion of option and convertible loans in 2021 and 2020 is anti-dilutive. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 18 – RELATED PARTIES A. Transactions and balances with related parties SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES 2021 2020 Year ended December 31 2021 2020 General and administrative expenses: Directors compensation 230,943 380,756 Salaries and fees to officers 722,979 336,433 Consultants and other fees - 52,331 General and administrative expenses net (*) 953,922 (*) 769,520 (*) of which share based compensation 104,362 394,756 Research and development expenses: Salaries and fees to officers (*) 309,168 25,301 (*) of which share based compensation 22,481 394,756 Cost of sales: Salaries and fees to officers (*) 49,913 - (*) of which share based compensation 13,489 - Selling and marketing expenses: Salaries and fees to officers (*) 89,299 - (*) of which share based compensation 8,992 - B. Balances with related parties and officers: Other accounts payables 113,845 424,515 SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) C. Other information: 1. On November 5, 2020, the board of directors of the Company appointed Mr. David Palach, to serve as Chief Executive Officer of the Company, effective as of the same date. In connection with Mr. Palach’s appointment, the parties entered into a Consulting Agreement pursuant to which the Company and Mr. Palach agreed upon, inter alia, the following engagement terms: (a) a monthly fee of $ 8,000 , and (b) a grant of options to purchase shares of the Company’s common stock, which amount shall be determined by the Board on a future date. On June 17, 2021 the Board of Directors of the Company approved an updated Compensation of its CEO, according to which the CEO shall be entitled to a monthly fee of $ 14,000 and reimbursement of expenses of $ 500 per month. In addition, the CEO shall receive a one-time grant of options to purchase shares of the Company representing 4.5% of the Company’s outstanding share capital as of the date of the approval. The terms of the grant have not yet been determined. 2. On June 23, 2021 the Board of Directors of the Company approved the compensation of its CFO, according to which the CFO shall be entitled to a monthly fee of $ 8,000 and reimbursement of expenses of $ 500 per month. In addition, the CFO shall receive a one-time grant of options to purchase shares of the Company representing 1.5% of the Company’s outstanding share capital as of the date of the approval. The terms of the grant have not yet been determined. On November 14, 2021, the Board of Directors of the Company approved the increase of the CFO’s monthly fee to $ 11,500 , effective October1, 2021. 3. On June 23, 2021 the Board of Directors of the Company approved the compensation of its Chairman of the Board, according to which the Chairman of the Board shall be entitled to a monthly fee of $ 5,000 . In addition, the Chairman of the Board shall receive a one-time grant of options to purchase shares of the Company representing 1.5% of the Company’s outstanding share capital as of the date of the approval. The terms of the grant have not yet been determined. 4. On June 23, 2021 the Board of Directors of the Company approved the compensation for each of members of the board, according to which the each member of the board shall be entitled to an annual fee of NIS 100,000 (approximately $ 30,500 ). In addition, each member of the board shall receive a one-time grant of options to purchase shares of the Company representing 0.25% of the Company’s outstanding share capital as of the date of the approval. The terms of the grant have not yet been determined. 5. On July 12, 2021 the Company and the Chairman of the Board of Save Foods Ltd. (the “Director”) reached a Separation Agreement and Release according to which the consulting agreement with the Director would be terminated as of July 8, 2021. According to the agreement the Company would pay the amounts accrued to the Director under his consulting agreement and in addition the Company agreed to grant the Director with 90 days notice and accelerate the vesting of all the unvested options granted to the Director. Such options were not exercised as of balance sheet date. |
GEOGRAPHIC AREAS AND MAJOR CUST
GEOGRAPHIC AREAS AND MAJOR CUSTOMERS | 12 Months Ended |
Dec. 31, 2021 | |
Geographic Areas And Major Customers | |
GEOGRAPHIC AREAS AND MAJOR CUSTOMERS | NOTE 19 – GEOGRAPHIC AREAS AND MAJOR CUSTOMERS A. Information on sales by geographic distribution: The Company has one operating segment. Sales are attributed to geographic distribution based on the location of the customer. SCHEDULE OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION 2021 2020 Year ended December 31 2021 2020 Israel 15,661 - United States 201,455 211,949 Central-South America 221,025 20,325 Revenues from sales of products 438,141 232,274 SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) B. Sales to single customers exceeding 10 % of sales (US$): SCHEDULE OF SALES TO CUSTOMERS 2021 2020 Year ended December 31 2021 2020 Customer A 201,455 211,949 Customer B 221,025 - Revenues from sales of products 422,480 211,949 C. Information on Long-Lived Assets - Property, Plant and Equipment and ROU assets by geographic areas: The following table presents the locations of the Company’s long-lived assets as of December 31, 2021 and 2020: SCHEDULE OF INFORMATION ON LONG LIVED ASSETS 2021 2020 Year ended December 31 2021 2020 Israel 197,563 69,894 United States 32,994 - Property, Plant and Equipment and ROU assets 230,557 69,894 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20 – SUBSEQUENT EVENTS 1. On January 16, 2022, the outgoing Chief Financial Officer of the Company, Ms. Vered Raz-Avayo, tendered her resignation to the Board of Directors of the Company (the “Board”) in connection with her role as the Company’s Chief Financial Officer, which resignation will enter into effect on January 31, 2022. Ms. Raz-Avayo’s resignation was due to personal reasons and there were no disagreements between her and the Company or the Board. On January 18, 2022, the Board resolved to appoint Mr. Omri Kanterovich, the Company’s current financial controller, as the Company’s interim Chief Financial Officer, VP of Finance, Treasurer and Secretary, which appointments shall enter into effect on January 31, 2022. In connection with Mr. Kanterovich’s new positions with the Company, the Board resolved to increase his monthly base salary from NIS 18,000 (approximately $ 5,800 ) to NIS 25,000 (approximately $ 8,000 ). No additional changes were made to Mr. Kanterovich’s compensation. 2. On January 31, 2022, following the Board of Directors of Save Foods Ltd.’s appointment of Mr. Joachim Fuchs as the Chairman of the Board of Directors of Save Foods Ltd, the Board of Directors of the Company approved the nomination and his consulting agreement. Based on the consulting agreement Mr. Joachim Fuchs is entitled to a monthly fee of NIS 5,000 (approximately $ 1,600 ) and subject to the approval of the Board of Directors of the Company, 9,000 shares of the Company common stock and in addition, subject to the terms of the equity incentive plan to be adopted by the Company, options to purchase 1.5% of the Company’s’ outstanding capital stock of which (1) 0.5% of such options shall have an exercise price of $1 and shall be vested in 4 equal quarters during the 12 months period commencing the Effective Date (January 1, 2022), (2) 0.5% of such options shall have an exercise price of $1.25 and shall be vested in 4 equal quarters during the 12 months period following the 12 month anniversary of the Effective Date, (3) 0.5% of such options shall have an exercise price of $1.5 and shall be vested in 4 equal quarters during the 12 months period following the 24 month anniversary of the Effective Date . 3. On February 1, 2022, the Company entered into an Letter Agreement with a Consultant according to which the Consultant will provide the Company with public relations, branding, PR strategies and other services as detailed in the Letter Agreement. As consideration for the services, the Company will issue the Consultant, 77,400 warrants to purchase shares of Common Stock of the Company, at an exercise price of $ 0.05 each (the “Warrants”). The Warrants will be issuable in 5 equal tranches, 15,480 upon signing of the agreement (or the approval of the agreement by the board, the later) and additional quarterly 4 installments ending at February, 2023. In addition, the Company has provided the Consultant an Anti-dilution rights if at any time after both the (a) the approval of the agreement and (b) the Company having exceeded 3,000,000 shares of common stock. In such event the Consultant shall receive for no consideration an additional securities necessary to maintain a fully-diluted ownership percentage (as defined in the Letter Agreement). 4. On March 10, 2022, the Company entered into an Investor Relations Agreement (the “Agreement”) with a Consultant for a period of 12 months. According to the Agreement, the Company will pay the Consultant for his services a monthly fee of $ 11,000 and in addition, 14,000 shares of Common Stock of the Company, upon execution of the agreement. The shares were issued at March 10, 2022. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of estimates in the preparation of financial statements | A. Use of estimates in the preparation of financial statements The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these consolidated financial statements, the most significant estimates and assumptions relate to share based compensation. |
Functional currency | B. Functional currency A majority of the Group’s revenues is generated in U.S. dollars. In addition, most of the Group’s costs are denominated and determined in U.S. dollars. Management believes that the dollar is the currency in the primary economic environment in which the Group operates. Thus, the functional and reporting currency of the Group is the U.S. dollar. Transactions and monetary balances in other currencies are translated into the functional currency using the current exchange rate. Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into dollars in accordance with Accounting Standards Codification (ASC) 830, “Foreign Currency Matters”. All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) |
Principles of consolidation | C. Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiary, Save Foods Ltd. All significant intercompany balances and transactions have been eliminated on consolidation. |
Cash and cash equivalents, and Restricted cash | D. Cash and cash equivalents, and Restricted cash Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. Restricted cash as of December 31,2021 and 2020 included a $ 56,674 and $ 22,395 , respectively collateral account for the Company’s corporate credit cards and a loan and is classified in current assets. |
Accounts receivables | E. Accounts receivables The Group maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and its customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. As of December 31, 2021, and 2020, an allowance for doubtful debts in the amount of $ 27,450 and $ 26,553 , respectively, is reflected in net accounts receivables. The Group does not have any off-balance-sheet credit exposure related to its customers. |
Property, plant and equipment, net | F. Property, plant and equipment, net 1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Comprehensive Loss. 2. Rates of depreciation: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT DEPRECIATION RATES % Furniture and office equipment 7 - 15 Machines 10 - 15 Computers 33 Vehicle 15 |
Impairment of long-lived assets | G. Impairment of long-lived assets The Group’s long-lived assets are reviewed for impairment in accordance with Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant and Equipment”, 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 an asset to the future undiscounted cash flows expected to be generated by the asset. 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 asset exceeds its fair value. No impairment expenses were recorded during the years ended December 31, 2021 or 2020. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) |
Income taxes | H. Income taxes The Group accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Group accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in a Company’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal years 2021 and 2020 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. |
Liability for employee rights upon retirement | I. Liability for employee rights upon retirement Under Israeli law and labor agreements, Save Foods Ltd. is required to make severance payments to retired or dismissed employees and to employees leaving employment in certain other circumstances. In respect of the liability to the employees, individual insurance policies are purchased, and deposits are made with recognized severance pay funds. The liability for severance pay is calculated on the basis of the latest salary paid to each employee multiplied by the number of years of employment. Employees are entitled to one month’s salary for each year of employment, or a portion thereof. The liability is covered by the amounts deposited including accumulated income thereon as well as by the unfunded provision. Such liability is removed, either upon termination of employment or retirement. According to Section 14 to the Severance Pay Law (“Section 14”) the payment of monthly deposits by a company into recognized severance and pension funds or insurance policies releases it from any additional severance obligation to the employees that have entered into agreements with the company pursuant to such Section 14. Save Foods, Ltd. has entered into agreements with a majority of its employees in order to implement Section 14. Therefore, the payment of monthly deposits by Save Foods, Ltd. into recognized severance and pension funds or insurance policies releases it from any additional severance obligation to those employees that have entered into such agreements and therefore Save Foods, Ltd. incurs no additional liability since that date with respect to such employees. Amounts accumulated in the pension funds or insurance policies pursuant to Section 14 are not supervised or administrated by Save Foods, Ltd. and therefore neither such amounts nor the corresponding accrual are reflected in the balance sheet. Severance income for the year ended December 31, 2021 amounted to $ 6,819 , and severance expense for the year ended December 31, 2020 amounted to $ 7,419 . |
Revenue recognition | J. Revenue recognition The Group has revenue from customers. The Group recognizes revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products. This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and (b) is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or product to a customer, meaning the customer has the ability to direct the use and obtain the benefit of the product. The Company’s primary source of revenues is from sales of eco-friendly “green” products for the food industry. The Company does not act as an agent in any of its revenue arrangements. Contracts with customers generally state the terms of the sale, including the quantity and price of each product purchased. Payment terms and conditions may vary by contract, although terms generally include a requirement of payment within a range of 30 to 60 days after the performance obligation has been satisfied. As a result, the contracts do not include a significant financing component. In addition, contracts typically do not contain variable consideration as the contracts include stated prices. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) |
Research and development expenses | K. Research and development expenses Research and development expenses are charged to comprehensive loss as incurred. |
Royalty-bearing grants | L. Royalty-bearing grants Royalty-bearing grants from the Israeli Innovation Authority (the “IIA”) for funding approved research and development projects are recognized at the time Save Foods Ltd. is entitled to such grants (i.e. at the time that there is reasonable assurance that the Save Foods Ltd will comply with the conditions attached to the grant and that there is reasonable assurance that the grant will be received), on the basis of the costs incurred and reduce research and development costs. The cumulative research and development grants received by Save Foods Ltd from inception through December 2021 and 2020, amounted to $ 155,765 . As of December 31, 2021, and 2020, the Group did not accrue for or pay any royalties to the IIA since no revenues were recognized in respect of the funded projects. |
Inventories | M. Inventories Inventories are valued at the lower of cost or net realizable value. Cost of raw and packaging materials, purchased products, manufactured finished products and products in process are determined on the average cost basis. The Group regularly reviews its inventories for impairment and reserves are established when necessary. |
Basic and diluted loss per common stock | N. Basic and diluted loss per common stock Basic loss per common stock is computed by dividing the loss for the period applicable to shareholders, by the weighted average number of shares of common stock outstanding during the period. Securities that may participate in dividends with the shares of common stock (such as the convertible preferred) are considered in the computation of basic loss per share under the two-class method. However, in periods of net loss, only the convertible preferred shares are considered, since such shares have a contractual obligation to share in the losses of the Company. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. |
Stock-based compensation | O. Stock-based compensation The Group measures and recognizes the compensation expense for all equity-based payments to employees and nonemployees based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as a compensation expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Group has expensed compensation costs, net of forfeitures as they occur, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) |
Fair Value Measurements | P. Fair Value Measurements Fair value of certain of the Group’s financial instruments including cash, accounts receivable, account payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Group measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of non-performance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the fair value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair values of derivative liabilities over the life of the convertible notes. The following table presents the changes in fair value of the level 3 liabilities for the Year ended December 31, 2021: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Fair value of Convertible component Outstanding at January 1, 2021 54,970 Fair value of issued level 3 liability 218,169 Fair value of repaid level 3 liability (359,087 ) Changes in fair value (85,948 ) Outstanding at December 31, 2021 - NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) |
Concentrations of credit risk | Q. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. The Group considers that its cash and cash equivalents have low credit risk based on the credit ratings of the counterparties. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) |
Commitments and Contingencies | R. Commitments and Contingencies The Group records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Leases | S. Leases In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02. The guidance establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. The Group determines if an arrangement is or contains a lease at contract inception. The Group is a lessee in certain operating leases primarily for office space and vehicles. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. ROU assets represent Company’s right to use an underlying asset for the lease term and lease liabilities represent Group’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Group monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in statement of comprehensive loss. |
New Accounting Pronouncements | T. New Accounting Pronouncements Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022, though early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company is currently evaluating the effect the adoption of ASU 2019-12 will have on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and(2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures. Other new pronouncements issued but not effective as of December 31, 2021 are not expected to have a material impact on the Company’s consolidated financial statements. |
Change in classification | U. Change in classification During the current year the Group changed the cash flows classification of proceeds from secured promissory notes to proceeds from convertible loans to reflect more appropriately the financing activities as it related to certain convertible loans. These reclassifications did not have any effect on total current assets, total assets, total current liabilities, total liabilities, total shareholders’ equity, net loss, or loss per share. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT DEPRECIATION RATES | SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT DEPRECIATION RATES % Furniture and office equipment 7 - 15 Machines 10 - 15 Computers 33 Vehicle 15 |
SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES | The following table presents the changes in fair value of the level 3 liabilities for the Year ended December 31, 2021: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Fair value of Convertible component Outstanding at January 1, 2021 54,970 Fair value of issued level 3 liability 218,169 Fair value of repaid level 3 liability (359,087 ) Changes in fair value (85,948 ) Outstanding at December 31, 2021 - |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT ASSETS | SCHEDULE OF OTHER CURRENT ASSETS 2021 2020 December 31, 2021 2020 Prepaid expenses and advances to vendors 173,835 51,020 Receivables from sale of investment (*) - 2,704 Government Institutions 52,417 11,855 Total 226,252 65,579 (*) On April 2, 2019, the Company invested 10,000 Canadian Dollars for 20 % of the outstanding shares of Savecann Solutions Inc. (“Savescann”) a newly formed company registered in Canada. Savecann intended to market the Company’s solutions to the Cannabis market. On April 21, 2020, the Company sold its entire holdings in Savecann for total consideration of 10,000 Canadian Dollars ($ 7,000 ). |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT | SCHEDULE OF PROPERTY PLANT AND EQUIPMENT 2021 2020 December 31, 2021 2020 Computers 29,566 10,328 Furniture and office equipment 15,121 5,002 Machines 169,189 130,797 Vehicles 85,149 85,149 Total cost 299,025 231,276 Less - accumulated depreciation (198,081 ) (139,382 ) Less – impairment of long lived assets - (36,700 ) Total property and equipment, net 100,944 55,194 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER ACCOUNT LIABILITIES | SCHEDULE OF OTHER ACCOUNT LIABILITIES 2021 2020 December 31, 2021 2020 Employees and related institutions 199,008 110,220 Accrued expenses 141,799 392,442 Operating lease liabilities 42,747 15,049 Other accounts liabilities 383,554 517,711 |
CONVERTIBLE LOANS (Tables)
CONVERTIBLE LOANS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Valuation Technique Black Scholes Option Pricing Model [Member] | |
Credit Derivatives [Line Items] | |
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS VALUATION METHOD | The Mandatory Conversion (scenario 1) was estimated by the appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of issuance dates and as of the balance sheet date: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS VALUATION METHOD September 21, 2020 October 23, 2020 December 31, 2020 January 19, 2021 Dividend yield 0 0 0 0 Risk-free interest rate 0.19 % 0.11 % 0.09 % 0.11 % Expected term (years) 0.775 0.685 0.417 0.36 Volatility 51.96 % 51.96 % 48.06 % 48.06 % Share price 6.72 5.88 8.61 13.23 Exercise price 7.63 7.63 7.63 7.63 Fair value 15,208 6,457 47,499 205,884 |
Valuation Technique Binomial Option Pricing Model [Member] | |
Credit Derivatives [Line Items] | |
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS VALUATION METHOD | The Optional Conversion (scenario 2) was estimated by the appraiser using binomial option pricing model and simulating and waiver of the lender as an exercise price, to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of the issuance dates and as of balance sheet date: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS VALUATION METHOD September 21, 2020 October 23, 2020 December 31, 2020 January 19, 2021 Dividend yield 0 0 0 0 Risk-free interest rate 0.12 - 0.16 % 0.12 - 0.2 % 0.10 - 0.14 % 0.10 - 0.20 % Volatility 51.96 % 51.96 % 48.06 % 48.06 % Share price 6.72 5.88 8.61 13.23 Fair value 26,824 15,167 77,381 225,024 |
LOANS FROM BANKING INSTITUTIO_2
LOANS FROM BANKING INSTITUTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF COMPOSITION OF LONG TERM DEBT | SCHEDULE OF COMPOSITION OF LONG TERM DEBT A. Composition Interest rate at December 31, % 2021 2020 Long-term loans 2.1 8,390 16,064 Less current maturities (8,390 ) (7,949 ) - 8,115 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
SCHEDULE OF OPERATING LEASE COST | A. The components of operating lease cost for the year ended December 31, 2021 and 2020 were as follows: SCHEDULE OF OPERATING LEASE COST 2021 2020 December 31, 2021 2020 Operating lease costs 38,971 40,968 Short-term lease cost 4,378 - Total operating lease cost 43,349 40,968 |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASE | B. Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASE 2021 2020 December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 38,971 40,968 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating leases 201,467 - |
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES | C. Supplemental balance sheet information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES 2021 2020 December 31, 2021 2020 Operating leases: Operating leases right-of-use asset 129,613 14,700 Current operating lease liabilities 42,747 14,049 Non-current operating lease liabilities 87,287 - Total operating lease liabilities 130,034 14,049 Weighted average remaining lease term (years) 2.9 2 Weighted average discount rate 4 % 5 % |
SCHEDULE OF MINIMUM LEASE PAYMENTS UNDER NON- CANCELABLE LEASES | D. Future minimum lease payments under non-cancellable leases as of December 31, 2021 were as follows: SCHEDULE OF MINIMUM LEASE PAYMENTS UNDER NON- CANCELABLE LEASES 2021 2022 47,496 2023 51,764 2024 34,292 Total operating lease payments 133,552 Less: imputed interest 3,518 Present value of lease liabilities 130,034 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table presents the Company’s stock option activity for employees and directors of the Company for the year ended December 31, 2021 and 2020: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at January 1, 2020 164,289 3.15 Granted 92,574 3.64 Exercised (6,350 ) 3.15 Forfeited (29,365 ) 3.15 Expired (14,286 ) 3.15 Outstanding at January 1, 2021 206,862 3.37 Granted - - Exercised - - Forfeited (2,381 ) 3.15 Expired (11,905 ) 3.15 Outstanding at December 31, 2021 192,576 3.38 Number of options exercisable at December 31, 2021 171,814 3.37 |
SCHEDULE OF ESTIMATED FAIR VALUE OF OPTIONS GRANTED | The fair value of options granted was estimated at the dates of grant using the Black-Scholes option pricing model. The following are the data and assumptions used: SCHEDULE OF ESTIMATED FAIR VALUE OF OPTIONS GRANTED 2020 Dividend yield 0 Expected volatility (%) (*) 52 % Risk-free interest rate (%) (**) 0.23 % Expected term of options (years) (***) 5 Exercise price (US dollars) 3.15 - 3.78 Share price (US dollars) 7.63 Fair value (US dollars) 4.83 - 5.17 (*) Due to the low trading volume of the Company’s Common Stock, the expected volatility was based on the historical volatility of the share price of other public companies that operate in the same industry sector as the Company (agricultural chemical industry). (**) The risk-free interest rate represented the risk-free rate of $ zero – coupon US Government Loans. (***) Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the “simplified method” in accordance with SEC Staff Accounting Bulletin No. 110. |
COST OF SALES (Tables)
COST OF SALES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cost Of Sales | |
SCHEDULE OF COST OF SALES | SCHEDULE OF COST OF SALES 2021 2020 Year ended December 31 2021 2020 Salaries and related expenses 100,558 8,074 Share based compensation 11,540 5,402 Materials 9,882 16,692 Vehicle maintenance 1,533 2,063 Travel expenses 7,641 978 Transportation and storage 604 5,632 Other expenses 4,185 4,564 Cost of sales 135,943 43,405 |
RESEARCH AND DEVELOPMENT EXPE_2
RESEARCH AND DEVELOPMENT EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES | SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2021 2020 Year ended December 31 2021 2020 Salaries and related expenses 176,520 39,021 Share based compensation 19,235 91,190 Subcontractors 238,784 130,592 Depreciation 38,166 29,319 Travel expenses 3,836 7,190 Vehicle maintenance 15,253 13,657 Rent and asset management 4,925 - Laboratory and field tests 20,025 72,593 Other expenses 21,940 33,438 Research and development expenses 538,684 417,000 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
General And Administrative Expenses | |
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES | SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2021 2020 Year ended December 31 2021 2020 Professional services 2,527,076 443,883 Salaries and related expenses 214,570 - Share based compensation 598,699 416,996 Legal expenses 160,814 67,492 Insurance 473,985 63,380 Rent and office maintenance 21,069 11,135 Registration fees 233,395 28,477 Communications 822 1,679 Depreciation 20,040 13,914 Travel expenses - 5,305 Other expenses 16,384 17,848 General and administrative expense 4,266,854 1,070,109 |
FINANCING EXPENSES, NET (Tables
FINANCING EXPENSES, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financing Expenses Net | |
SCHEDULE OF FINANCING EXPENSES NET | SCHEDULE OF FINANCING EXPENSES NET 2021 2020 Year ended December 31 2021 2020 Interest and amortization expenses 8,339 202,917 Currency exchange differences 9,667 34,037 Changes in fair value of convertible loans 107,518 27,208 Bank charges and other finance expenses, net 36,213 6,231 Financing expenses net 161,737 270,393 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX EXPENSES | B. The following is reconciliation between the theoretical tax on pre-tax income, at the tax rate applicable to the Company (federal tax rate) and the tax expense reported in the financial statements: SCHEDULE OF INCOME TAX EXPENSES 2021 2020 Year ended December 31 2021 2020 Pretax loss 4,865,376 1,593,139 Federal tax rate 21 % 21 % Income tax computed at the ordinary tax rate 1,021,729 334,559 Non-deductible expenses (13,255 ) (63,565 ) Stock-based compensation (133,805 ) (109,772 ) Tax in respect of differences in corporate tax rates 54,582 13,480 Losses and timing differences in respect of which no (929,251 ) (174,702 ) Income tax expenses - - |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | C. Deferred taxes result primarily from temporary differences in the recognition of certain revenue and expense items for financial and income tax reporting purposes. Significant components of the Company’s future tax assets are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2021 2020 Year ended December 31 2021 2020 Composition of deferred taxes: Provision for employee related obligation 11,663 31,627 Non-capital loss carry-forwards 3,304,604 2,350,367 Operating lease right-of-use (29,518 ) - Operating lease liabilities 29,615 - Valuation allowance (3,316,364 ) (2,381,994 ) Deferred tax assets and liabilities - - |
LOSS PER COMMON STOCK (Tables)
LOSS PER COMMON STOCK (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE | SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE 2021 2020 Year ended December 31 2021 2020 Number of shares Weighted average number of shares of Common Stock outstanding attributable to shareholders 2,343,088 1,519,122 Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*) 192,576 206,862 (*) The effect of the inclusion of option and convertible loans in 2021 and 2020 is anti-dilutive. |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES | A. Transactions and balances with related parties SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES 2021 2020 Year ended December 31 2021 2020 General and administrative expenses: Directors compensation 230,943 380,756 Salaries and fees to officers 722,979 336,433 Consultants and other fees - 52,331 General and administrative expenses net (*) 953,922 (*) 769,520 (*) of which share based compensation 104,362 394,756 Research and development expenses: Salaries and fees to officers (*) 309,168 25,301 (*) of which share based compensation 22,481 394,756 Cost of sales: Salaries and fees to officers (*) 49,913 - (*) of which share based compensation 13,489 - Selling and marketing expenses: Salaries and fees to officers (*) 89,299 - (*) of which share based compensation 8,992 - B. Balances with related parties and officers: Other accounts payables 113,845 424,515 |
GEOGRAPHIC AREAS AND MAJOR CU_2
GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Geographic Areas And Major Customers | |
SCHEDULE OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION | The Company has one operating segment. Sales are attributed to geographic distribution based on the location of the customer. SCHEDULE OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION 2021 2020 Year ended December 31 2021 2020 Israel 15,661 - United States 201,455 211,949 Central-South America 221,025 20,325 Revenues from sales of products 438,141 232,274 |
SCHEDULE OF SALES TO CUSTOMERS | B. Sales to single customers exceeding 10 % of sales (US$): SCHEDULE OF SALES TO CUSTOMERS 2021 2020 Year ended December 31 2021 2020 Customer A 201,455 211,949 Customer B 221,025 - Revenues from sales of products 422,480 211,949 |
SCHEDULE OF INFORMATION ON LONG LIVED ASSETS | The following table presents the locations of the Company’s long-lived assets as of December 31, 2021 and 2020: SCHEDULE OF INFORMATION ON LONG LIVED ASSETS 2021 2020 Year ended December 31 2021 2020 Israel 197,563 69,894 United States 32,994 - Property, Plant and Equipment and ROU assets 230,557 69,894 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) | May 13, 2021 | Feb. 23, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 27, 2009 |
Equity Method Investment, Ownership Percentage | 98.48% | ||||
Stock Issued During Period, Shares, New Issues | 1,090,909 | ||||
Shares Issued, Price Per Share | $ 11 | $ 4.01 | $ 8.61 | ||
Proceeds from Issuance Initial Public Offering | $ 12,000,000 | ||||
Warrant description | In addition, the Company issued to the underwriter as compensation, warrants to purchase up to 54,545 | ||||
Stockholders' Equity, Reverse Stock Split | 7 to 1 reverse stock split | ||||
Retained Earnings (Accumulated Deficit) | $ 17,098,227 | $ 12,277,647 | |||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 163,636 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 54,545 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT DEPRECIATION RATES (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture And Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
[custom:RateOfDepreciationPercentage] | 7.00% |
Furniture And Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
[custom:RateOfDepreciationPercentage] | 15.00% |
Machines [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
[custom:RateOfDepreciationPercentage] | 10.00% |
Machines [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
[custom:RateOfDepreciationPercentage] | 15.00% |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
[custom:RateOfDepreciationPercentage] | 33.00% |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
[custom:RateOfDepreciationPercentage] | 15.00% |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Fair value Liabilities | $ 54,970 |
Fair value of issued level 3 liability | 218,169 |
Fair value of Repaid level 3 liability | (359,087) |
Changes in fair value | (85,948) |
Fair value Liabilities |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Restricted Cash, Current | $ 56,674 | $ 22,395 |
Allowance for Doubtful Accounts, Premiums and Other Receivables | 27,450 | 26,553 |
Severance Costs | $ 6,819 | 7,419 |
[custom:CumulativeResearchAndDevelopmentGrantsReceived] | $ 155,765 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Total | $ 226,252 | $ 65,579 |
Prepaid Expenses and Advances to Vendors [Member] | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Total | 173,835 | 51,020 |
Receivables From Sale of Investment [Member] | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Total | 2,704 | |
Government Institutions [Member] | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Total | $ 52,417 | $ 11,855 |
SCHEDULE OF OTHER CURRENT ASS_2
SCHEDULE OF OTHER CURRENT ASSETS (Details) (Parenthetical) | Apr. 21, 2020USD ($) | Apr. 21, 2020CAD ($) | Apr. 02, 2019CAD ($) | Apr. 27, 2009 |
Equity Method Investment, Ownership Percentage | 98.48% | |||
Savescann Solutions Inc [Member] | ||||
Equity Method Investments | $ 10,000 | |||
Equity Method Investment, Ownership Percentage | 20.00% | |||
Proceeds from Sale of Equity Method Investments | $ 7,000 | $ 10,000 |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 299,025 | $ 231,276 |
Less - accumulated depreciation | (198,081) | (139,382) |
Impairment of long lived assets | (36,700) | |
Total property and equipment, net | 100,944 | 55,194 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 29,566 | 10,328 |
Furniture And Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 15,121 | 5,002 |
Machines [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 169,189 | 130,797 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 85,149 | $ 85,149 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 21,999 | $ 22,512 |
Payments to Acquire Property, Plant, and Equipment | $ 67,749 |
SCHEDULE OF OTHER ACCOUNT LIABI
SCHEDULE OF OTHER ACCOUNT LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Other accounts liabilities | $ 383,554 | $ 517,711 |
Employees And Related Institutions [Member] | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Other accounts liabilities | 199,008 | 110,220 |
Accrued Expenses [Member] | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Other accounts liabilities | 141,799 | 392,442 |
Operating Lease Liabilities [Member] | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Other accounts liabilities | $ 42,747 | $ 15,049 |
SCHEDULE OF WEIGHTED AVERAGE AS
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS VALUATION METHOD (Details) | Jan. 19, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Oct. 23, 2020USD ($)$ / shares | Sep. 21, 2020USD ($)$ / shares |
Debt Instrument [Line Items] | ||||
Fair value of derivative instrument price | $ 7.63 | |||
Measurement Input, Expected Dividend Rate [Member] | Valuation Technique Black Scholes Option Pricing Model [Member] | ||||
Debt Instrument [Line Items] | ||||
Derivative Liability, Measurement Input | 0 | 0 | 0 | 0 |
Measurement Input, Expected Dividend Rate [Member] | Valuation Technique Binomial Option Pricing Model [Member] | ||||
Debt Instrument [Line Items] | ||||
Derivative Liability, Measurement Input | 0 | 0 | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | Valuation Technique Black Scholes Option Pricing Model [Member] | ||||
Debt Instrument [Line Items] | ||||
Derivative Liability, Measurement Input | 0.11 | 0.09 | 0.11 | 0.19 |
Measurement Input, Risk Free Interest Rate [Member] | Valuation Technique Binomial Option Pricing Model [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Derivative Liability, Measurement Input | 0.10 | 0.10 | 0.12 | 0.12 |
Measurement Input, Risk Free Interest Rate [Member] | Valuation Technique Binomial Option Pricing Model [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Derivative Liability, Measurement Input | 0.20 | 0.14 | 0.2 | 0.16 |
Measurement Input, Expected Term [Member] | Valuation Technique Black Scholes Option Pricing Model [Member] | ||||
Debt Instrument [Line Items] | ||||
[custom:DerivativeLiabilityMeasurementInputTerm] | 4 months 9 days | 5 months | 8 months 6 days | 9 months 9 days |
Measurement Input, Price Volatility [Member] | Valuation Technique Black Scholes Option Pricing Model [Member] | ||||
Debt Instrument [Line Items] | ||||
Derivative Liability, Measurement Input | 48.06 | 48.06 | 51.96 | 51.96 |
Measurement Input, Price Volatility [Member] | Valuation Technique Binomial Option Pricing Model [Member] | ||||
Debt Instrument [Line Items] | ||||
Derivative Liability, Measurement Input | 48.06 | 48.06 | 51.96 | 51.96 |
Measurement Input, Share Price [Member] | Valuation Technique Black Scholes Option Pricing Model [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value of derivative instrument price | $ 13.23 | $ 8.61 | $ 5.88 | $ 6.72 |
Measurement Input, Share Price [Member] | Valuation Technique Binomial Option Pricing Model [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value of derivative instrument price | 13.23 | 8.61 | 5.88 | 6.72 |
Measurement Input, Exercise Price [Member] | Valuation Technique Black Scholes Option Pricing Model [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value of derivative instrument price | $ 7.63 | $ 7.63 | $ 7.63 | $ 7.63 |
Measurement Input, Appraised Value [Member] | Valuation Technique Black Scholes Option Pricing Model [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value of derivative instrument | $ | $ 205,884 | $ 47,499 | $ 6,457 | $ 15,208 |
Measurement Input, Appraised Value [Member] | Valuation Technique Binomial Option Pricing Model [Member] | ||||
Debt Instrument [Line Items] | ||||
Fair value of derivative instrument | $ | $ 225,024 | $ 77,381 | $ 15,167 | $ 26,824 |
SCHEDULE OF COMPOSITION OF LONG
SCHEDULE OF COMPOSITION OF LONG TERM DEBT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Debt Instrument, Interest Rate During Period | 2.10% | |
Long-term loans | $ 8,390 | $ 16,064 |
Less current maturities | (8,390) | (7,949) |
Long term from banking institution | $ 8,115 |
CONVERTIBLE LOANS (Details Narr
CONVERTIBLE LOANS (Details Narrative) | May 13, 2021$ / sharesshares | May 12, 2021USD ($)$ / sharesshares | Jul. 02, 2020shares | Jun. 24, 2020$ / sharesshares | Aug. 31, 2020shares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Jan. 31, 2021USD ($) | Jan. 19, 2021USD ($) | Oct. 30, 2020USD ($) | Oct. 23, 2020 | Sep. 21, 2020USD ($)$ / shares | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / shares |
Debt Instrument [Line Items] | ||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 11 | $ 4.01 | $ 8.61 | |||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,090,909 | |||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 637,168 | $ 492,619 | ||||||||||||
Share Price | $ / shares | $ 7.63 | |||||||||||||
Long-term Debt, Fair Value | $ 54,970 | |||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 499,000 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 7.63 | |||||||||||||
Interest Payable | $ 11,211 | |||||||||||||
Convertible Loans [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest Expense | $ 107,518 | |||||||||||||
Maximum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 54,545 | |||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Measurement Input | 0.21 | |||||||||||||
Measurement Input, Price Volatility [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Measurement Input | 51.96 | |||||||||||||
Measurement Input, Expected Dividend Rate [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Measurement Input | 0 | |||||||||||||
Lender [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 66,877 | |||||||||||||
Convertible Loan Agreements [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 379,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 8.40 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 8.40 | |||||||||||||
Amortization of Debt Discount (Premium) | $ 199,709 | |||||||||||||
Two Additional Convertible Loan Agreements [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 135,000 | |||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 69,332 | 19,662 | ||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 7.63 | |||||||||||||
Class of Warrant or Right, Expense or Revenue Recognized | Each Unit consisted of: (i) one share of Common Stock and (ii) one warrant to purchase one share of Common Stock with an exercise price of $ | |||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 8.4 | |||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 57,793 | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 67,369 | |||||||||||||
Securities Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
[custom:FairValueAssumptionExpectedTerm] | 2 years 5 months 12 days | |||||||||||||
Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
[custom:FairValueAssumptionExpectedTerm] | 2 years 8 months 15 days | |||||||||||||
Securities Purchase Agreement [Member] | Lenders [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 67,369 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 67,369 | |||||||||||||
2020 Convertible Loan Agreements [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 274,000 | $ 100,000 | $ 125,000 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 7.63 | |||||||||||||
[custom:DebtInstrumentMandatoryConversionProbabilityPercentage-0] | 75.00% | 70.00% | ||||||||||||
[custom:DebtInstrumentOptionalConversionProbabilityPercentage-0] | 25.00% | 30.00% | ||||||||||||
Long-term Debt, Fair Value | $ 54,970 | |||||||||||||
Debt Instrument, Fair Value Disclosure | 203,179 | |||||||||||||
2020 Convertible Loan Agreements [Member] | Current Liabilities [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Fair Value Disclosure | 56,250 | |||||||||||||
2020 Convertible Loan Agreements [Member] | Long Term Liabilities [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Fair Value Disclosure | 146,929 | |||||||||||||
2020 Convertible Loan Agreements [Member] | Third Party [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term Debt, Fair Value | $ 27,762 | |||||||||||||
2020 Convertible Loan Agreements [Member] | Two possible scenarios [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Issuance Costs, Net | $ 218,169 |
COMMITMENT AND CONTINGENT LIA_2
COMMITMENT AND CONTINGENT LIABILITIES (Details Narrative) | Oct. 02, 2021 | Oct. 01, 2021shares | Sep. 22, 2021USD ($)$ / sharesshares | Aug. 18, 2021USD ($) | Aug. 18, 2021ILS (₪) | Aug. 05, 2021USD ($)shares | Jun. 15, 2021USD ($)shares | May 15, 2021USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 6,350 | |||||||||
Share Price | $ / shares | $ 7.63 | |||||||||
Hourly consultancy fee | $ 155 | ₪ 500 | ||||||||
Consulting Agreement [Member] | Consultant [Member] | ||||||||||
Monthly consultancy fee | $ 3,500 | |||||||||
Number of shares issuable | shares | 9,000 | 12,000 | 200 | 12,000 | ||||||
[custom:AgreenToPayConsultantFee] | $ 301,000 | $ 40,000 | ||||||||
Share-based Payment Arrangement, Expense | $ 33,000 | |||||||||
[custom:ConsultingAgreementDescription] | six installments of 12,500 shares of common stock of the Company at each of following 90 days following the execution date | |||||||||
Consulting Agreement [Member] | Consultant One [Member] | ||||||||||
[custom:AgreenToPayConsultantFee] | 13,000 | |||||||||
Bonus amount | 150,000 | |||||||||
Consulting Agreement [Member] | Consultant Two [Member] | ||||||||||
[custom:AgreenToPayConsultantFee] | 2,000 | |||||||||
Bonus amount | $ 250,000 | |||||||||
Israeli Innovation Authority [Member] | ||||||||||
[custom:RoyaltyDescription] | Save Foods Ltd. is committed to pay royalties to the IIA on the proceeds from sales of products resulting from research and development projects in which the IIA participates by way of grants. In the first 3 years of sales the Company shall pay 3% of the sales of the product which was developed under IIA research and development projects. In the fourth, fifth and sixth years of sales, the Company shall pay 4% of such sales and from the seventh year onwards the Company shall pay 5% of up to 100% of the amount of grants received plus interest at LIBOR. Save Foods Ltd. was entitled to the grants only upon incurring research and development expenditures. There were no future performance obligations related to the grants received from the IIA | |||||||||
Royalty Guarantees, Commitments, Amount | $ 155,765 | |||||||||
Earthbound Technologies L L C [Member] | Commission Agreement [Member] | Introduced Parties [Member] | ||||||||||
[custom:PercentageOfNetRevenues] | 12.50% | |||||||||
Revenues | $ 2,000,000 | |||||||||
[custom:MaximumCompensationPercentageOfGrossProfit] | 25.00% | |||||||||
Earthbound Technologies L L C [Member] | Commission Agreement [Member] | Introduced Parties [Member] | Exceeds In Net Revenue [Member] | ||||||||||
Revenues | $ 500,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 7,143 | |||||||||
Stock Repurchased During Period, Shares | shares | 7,143 | |||||||||
Share Price | $ / shares | $ 8.4 | |||||||||
Earthbound Technologies L L C [Member] | Commission Agreement [Member] | Introduced Parties [Member] | Occurance of Additional Events in Agreement [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 7,143 | |||||||||
Stock Repurchased During Period, Shares | shares | 7,143 | |||||||||
Share Price | $ / shares | $ 8.4 | |||||||||
Safe Pack Products Limited [Member] | Distribution Agreement [Member] | ||||||||||
[custom:PercentageOfPurchaseQuota] | 3.00% |
SCHEDULE OF OPERATING LEASE COS
SCHEDULE OF OPERATING LEASE COST (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating lease costs | $ 38,971 | $ 40,968 |
Short-term lease cost | 4,378 | |
Total operating lease cost | $ 43,349 | $ 40,968 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating cash flows from operating leases | $ 38,971 | $ 40,968 |
Operating leases | $ 201,467 |
SCHEDULE OF SUPPLEMENTAL BALANC
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Operating leases right-of-use asset | $ 129,613 | $ 14,700 |
Current operating lease liabilities | 42,747 | 14,049 |
Non-current operating lease liabilities | 87,287 | |
Total operating lease liabilities | $ 130,034 | $ 14,049 |
Operating Lease, Weighted Average Remaining Lease Term | 2 years 10 months 24 days | 2 years |
Operating Lease, Weighted Average Discount Rate, Percent | 4.00% | 5.00% |
SCHEDULE OF MINIMUM LEASE PAYME
SCHEDULE OF MINIMUM LEASE PAYMENTS UNDER NON- CANCELABLE LEASES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
2022 | $ 47,496 | |
2023 | 51,764 | |
2024 | 34,292 | |
Total operating lease payments | 133,552 | |
Less: imputed interest | 3,518 | |
Present value of lease liabilities | $ 130,034 | $ 14,049 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Dec. 15, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Operating Lease, Expense | $ 15,559 | $ 14,967 | |||
Operating Lease, Right-of-Use Asset | 129,613 | 14,700 | |||
Operating Lease, Liability | 130,034 | $ 14,049 | |||
Operating Right OfUse Asset [Member] | |||||
Operating Lease, Right-of-Use Asset | 152,472 | ||||
Operating Lease, Liability | $ 152,472 | ||||
TelAviv [Member] | |||||
Lessee, Operating Lease, Term of Contract | 2 years | ||||
Neve Yarak [Member] | |||||
Lessee, Operating Lease, Term of Contract | 1 year | ||||
Lease Agreement for Office Space [Member] | |||||
Lessee, Operating Lease, Description | In July 2021, the Company signed a lease agreement for an office space in Tel Aviv, Israel for a period of | ||||
Car Rental Agreement [Member] | |||||
Lessee, Operating Lease, Description | In December 2021, the Company signed a car rental lease agreement for a period of | ||||
Lessee, Operating Lease, Term of Contract | 3 years | ||||
Operating Lease, Right-of-Use Asset | $ 34,362 | ||||
Miami Lease Agreement [Member] | |||||
Lessee, Operating Lease, Description | On December 15, 2021, the Company entered into a lease agreement for office space in Miami (hereinafter - the Miami Lease). The Miami Lease is for a period of | ||||
Lessee, Operating Lease, Term of Contract | 1 year | ||||
Operating Lease, Right-of-Use Asset | $ 14,633 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | Jan. 02, 2022 | Nov. 03, 2021 | Oct. 24, 2021 | Oct. 01, 2021 | Aug. 05, 2021 | Jul. 02, 2021 | Jun. 20, 2021 | Jun. 15, 2021 | May 15, 2021 | May 13, 2021 | Jan. 02, 2021 | Sep. 23, 2020 | Jul. 02, 2020 | Jun. 24, 2020 | May 09, 2020 | Dec. 31, 2020 | Aug. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 24, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrant description | In addition, the Company issued to the underwriter as compensation, warrants to purchase up to 54,545 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,090,909 | |||||||||||||||||||
Shares Issued, Price Per Share | $ 11 | $ 8.61 | $ 4.01 | $ 8.61 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 6,350 | |||||||||||||||||||
Proceeds from Stock Options Exercised | $ 20,000 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 10,457,862 | $ 350,000 | ||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 66,877 | 67,369 | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,090,909 | 45,876 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 6,350 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 109 | $ 5 | ||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 54,545 | |||||||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 28,572 | |||||||||||||||||||
Two Directors [Member] | 2018 Equity Incentive Plan [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 6,350 | |||||||||||||||||||
Proceeds from Stock Options Exercised | $ 20,000 | |||||||||||||||||||
Two Directors [Member] | 2018 Equity Incentive Plan [Member] | Common Stock [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,350 | |||||||||||||||||||
Consultant One [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 700 | |||||||||||||||||||
Consultant Two [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 9,000 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 61,200 | |||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 150,000 | |||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 69,332 | 19,662 | ||||||||||||||||||
Sale of Stock, Price Per Share | $ 7.63 | |||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 67,369 | |||||||||||||||||||
Shares Issued, Price Per Share | $ 8.4 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Medigus [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 100,000 | |||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 13,107 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,277 | |||||||||||||||||||
Shares Issued, Price Per Share | $ 7.63 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Medigus [Member] | Maximum [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Investment Owned, at Cost | $ 25,000 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 100,000 | |||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 13,108 | |||||||||||||||||||
Sale of Stock, Price Per Share | $ 7.63 | |||||||||||||||||||
Warrant description | unit consisted of (i) one share of Common Stock and (ii) one warrant to purchase one share of Common Stock with an exercise price of $8.40 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.40 | |||||||||||||||||||
Consulting Agreement [Member] | Consultant [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,000 | 12,000 | ||||||||||||||||||
[custom:AgreenToPayConsultantFee] | $ 301,000 | $ 40,000 | ||||||||||||||||||
Number of shares issuable | 9,000 | 12,000 | 200 | 12,000 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 53,856 | $ 126,600 | ||||||||||||||||||
Monthly consultancy fee | $ 3,500 | |||||||||||||||||||
Consulting Agreement [Member] | Consultant One [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
[custom:AgreenToPayConsultantFee] | 13,000 | |||||||||||||||||||
Consulting Agreement [Member] | Consultant Two [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
[custom:AgreenToPayConsultantFee] | $ 2,000 | |||||||||||||||||||
Service Agreement [Member] | Consultant [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 14,285 | |||||||||||||||||||
[custom:AgreenToPayConsultantFee] | $ 15,000 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | 127,622 | |||||||||||||||||||
Monthly consultancy fee | $ 10,000 | |||||||||||||||||||
June 15, 2021 Consulting Agreement [Member] | Consultant One [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 5,747 | |||||||||||||||||||
2021 Consulting Agreement [Member] | Consultant One [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Number of shares issuable | 600 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 4,926 | |||||||||||||||||||
2021 Consulting Agreement [Member] | Consultant Two [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 12,500 | |||||||||||||||||||
Number of portion shares issued | 5,000 | |||||||||||||||||||
Value of portion shares issued | $ 34,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Options Outstanding, Begining | 206,862 | 164,289 |
Weighted Average Exercise Price, Beginning | $ 3.37 | $ 3.15 |
Number of Options, Granted | 92,574 | |
Weighted Average Exercise Price, Granted | $ 3.64 | |
Number of Options, Exercised | (6,350) | |
Weighted Average Exercise Price, Exercised | $ 3.15 | |
Number of Options, Forfeited | (2,381) | (29,365) |
Weighted Average Exercise Price, Forfeited | $ 3.15 | $ 3.15 |
Number of Options, Expired | (11,905) | (14,286) |
Weighted Average Exercise Price, Expired | $ 3.15 | $ 3.15 |
Number of Options, Exercised | 6,350 | |
Number of Options Outstanding, Ending | 192,576 | 206,862 |
Weighted Average Exercise Price, Ending | $ 3.38 | $ 3.37 |
Number of Options Exercisable | 171,814 | |
Weighted Average Exercise Price, Exercisable | $ 3.37 |
SCHEDULE OF ESTIMATED FAIR VALU
SCHEDULE OF ESTIMATED FAIR VALUE OF OPTIONS GRANTED (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | ||
Expected volatility (%) | [1] | 52.00% | |
Risk-free interest rate (%) | [2] | 0.23% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | ||
Share price (US dollars) | $ 7.63 | ||
US Government Loans [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate (%) | 0.00% | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | 3.15 | ||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsFairValue-0] | 4.83 | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | 3.78 | ||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsFairValue-0] | $ 5.17 | ||
[1] | Due to the low trading volume of the Company’s Common Stock, the expected volatility was based on the historical volatility of the share price of other public companies that operate in the same industry sector as the Company (agricultural chemical industry). | ||
[2] | The risk-free interest rate represented the risk-free rate of $ |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | Sep. 22, 2020 | Jul. 02, 2020 | Jun. 23, 2020 | Oct. 18, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | May 13, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 92,574 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 171,814 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 120,614 | $ 1,084,465 | |||||
Shares Issued, Price Per Share | $ 4.01 | $ 8.61 | $ 11 | ||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 453,976 | ||||||
Share-based Payment Arrangement, Noncash Expense | $ 637,168 | 492,619 | |||||
Employees And Directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||
Share-based Payment Arrangement, Noncash Expense | $ 223,216 | $ 492,619 | |||||
Minimum [Member] | Employees And Directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Payment Arrangement, Amount Capitalized | $ 1,000,000 | ||||||
2018 Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 71,431 | 21,143 | 91,016 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 190,477 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | The options shall vest quarterly over two years commencing June 1, 2020, whereby | The options shall vest quarterly over two years commencing June 23, 2020, whereby | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 12.50% | 12.50% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 344,767 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 99,466 | ||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 289,942 | ||||||
2018 Equity Incentive Plan [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 190,477 |
SCHEDULE OF COST OF SALES (Deta
SCHEDULE OF COST OF SALES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cost of sales | $ 135,943 | $ 43,405 |
Salaries and Related Expenses [Member] | ||
Cost of sales | 100,558 | 8,074 |
Share Based Compensation [Member] | ||
Cost of sales | 11,540 | 5,402 |
Materials [Member] | ||
Cost of sales | 9,882 | 16,692 |
Vehicle Maintenance [Member] | ||
Cost of sales | 1,533 | 2,063 |
Travel Expenses [Member] | ||
Cost of sales | 7,641 | 978 |
Transportation and Storage [Member] | ||
Cost of sales | 604 | 5,632 |
Other Expenses [Membe] | ||
Cost of sales | $ 4,185 | $ 4,564 |
SCHEDULE OF RESEARCH AND DEVELO
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Research and development expenses | $ 538,684 | $ 417,000 |
Salaries and Related Expenses [Member] | ||
Research and development expenses | 176,520 | 39,021 |
Share Based Compensation [Member] | ||
Research and development expenses | 19,235 | 91,190 |
Professional Fees [Member] | ||
Research and development expenses | 238,784 | 130,592 |
Depreciation [Member] | ||
Research and development expenses | 38,166 | 29,319 |
Travel Expenses [Member] | ||
Research and development expenses | 3,836 | 7,190 |
Vehicle Maintenance [Member] | ||
Research and development expenses | 15,253 | 13,657 |
Rent and Asset Management [Member] | ||
Research and development expenses | 4,925 | |
Laboratory And Field Tests [Member] | ||
Research and development expenses | 20,025 | 72,593 |
Other Expenses [Membe] | ||
Research and development expenses | $ 21,940 | $ 33,438 |
SCHEDULE OF GENERAL AND ADMINIS
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
General and administrative expense | $ 4,266,854 | $ 1,070,109 |
Professional Services [Member] | ||
General and administrative expense | 2,527,076 | 443,883 |
Salaries and Related Expenses [Member] | ||
General and administrative expense | 214,570 | |
Share Based Compensation [Member] | ||
General and administrative expense | 598,699 | 416,996 |
Legal Expenses [Member] | ||
General and administrative expense | 160,814 | 67,492 |
Insurance [Member] | ||
General and administrative expense | 473,985 | 63,380 |
Rent And Office Maintenance [Member] | ||
General and administrative expense | 21,069 | 11,135 |
Rrgistration Fees [Member] | ||
General and administrative expense | 233,395 | 28,477 |
Communications [Member] | ||
General and administrative expense | 822 | 1,679 |
Depreciation [Member] | ||
General and administrative expense | 20,040 | 13,914 |
Travel Expenses [Member] | ||
General and administrative expense | 5,305 | |
Other Expenses [Membe] | ||
General and administrative expense | $ 16,384 | $ 17,848 |
SCHEDULE OF FINANCING EXPENSES
SCHEDULE OF FINANCING EXPENSES NET (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Financing Expenses Net | ||
Interest and amortization expenses | $ 8,339 | $ 202,917 |
Currency exchange differences | 9,667 | 34,037 |
Changes in fair value of convertible loans | 107,518 | 27,208 |
Bank charges and other finance expenses, net | 36,213 | 6,231 |
Financing expenses net | $ 161,737 | $ 270,393 |
SCHEDULE OF INCOME TAX EXPENSES
SCHEDULE OF INCOME TAX EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Pretax loss | $ 4,865,376 | $ 1,593,139 |
Federal tax rate | 21.00% | 21.00% |
Income tax computed at the ordinary tax rate | $ 1,021,729 | $ 334,559 |
Non-deductible expenses | (13,255) | (63,565) |
Stock-based compensation | (133,805) | (109,772) |
Tax in respect of differences in corporate tax rates | 54,582 | 13,480 |
Losses and timing differences in respect of which no deferred taxes were generated | (929,251) | (174,702) |
Income tax expenses |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Composition of deferred taxes: | ||
Provision for employee related obligation | $ 11,663 | $ 31,627 |
Non-capital loss carry-forwards | 3,304,604 | 2,350,367 |
Operating lease right-of-use | (29,518) | |
Operating lease liabilities | 29,615 | |
Valuation allowance | (3,316,364) | (2,381,994) |
Deferred tax assets and liabilities |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% |
Income Tax Examination, Description | Income of the Israeli company is taxable at enacted tax rate of 23%. In the future the Israeli company may be allegeable to be recognized as a preferred enterprise and consequently may be subject to lower tax rates | |
Minimum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Operating Loss Carryforwards | $ 2,438,457 | |
Maximum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Operating Loss Carryforwards | $ 12,141,427 |
SCHEDULE OF BASIC AND DILUTED L
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Weighted average number of shares of Common Stock outstanding attributable to shareholders | 2,343,088 | 1,519,122 |
Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*) | 192,576 | 206,862 |
SCHEDULE OF TRANSACTIONS AND BA
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
General and administrative expenses net | $ 4,266,854 | $ 1,070,109 |
Share based compensation | 637,168 | 492,619 |
Salaries and fees to officers | 538,684 | 417,000 |
Salaries and fees to officers | 135,943 | 43,405 |
Salaries and fees to officers | 200,299 | 51,105 |
Other accounts payables | 113,845 | 424,515 |
General and Administrative Expense [Member] | ||
General and administrative expenses net | 953,922 | 769,520 |
Share based compensation | 104,362 | 394,756 |
General and Administrative Expense [Member] | Directors Compensation [Member] | ||
General and administrative expenses net | 230,943 | 380,756 |
General and Administrative Expense [Member] | Salaries And Fees To Officers [Member] | ||
General and administrative expenses net | 722,979 | 336,433 |
General and Administrative Expense [Member] | Consultants And Other Fees [Member] | ||
General and administrative expenses net | 52,331 | |
Research and Development Expense [Member] | ||
Share based compensation | 22,481 | 394,756 |
Research and Development Expense [Member] | Salaries And Fees To Officers [Member] | ||
Salaries and fees to officers | 309,168 | 25,301 |
Cost of Sales [Member] | ||
Share based compensation | 13,489 | |
Cost of Sales [Member] | Salaries And Fees To Officers [Member] | ||
Salaries and fees to officers | 49,913 | |
Selling and Marketing Expense [Member] | ||
Share based compensation | 8,992 | |
Selling and Marketing Expense [Member] | Salaries And Fees To Officers [Member] | ||
Salaries and fees to officers | $ 89,299 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) | Nov. 14, 2021USD ($) | Jun. 23, 2021USD ($) | Jun. 23, 2021ILS (₪) | Nov. 05, 2020USD ($) |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Deferred Compensation Arrangements, Overall, Description | In addition, each member of the board shall receive a one-time grant of options to purchase shares of the Company representing 0.25% of the Company’s outstanding share capital as of the date of the approval. | In addition, each member of the board shall receive a one-time grant of options to purchase shares of the Company representing 0.25% of the Company’s outstanding share capital as of the date of the approval. | ||
[custom:AnnualFees] | $ 30,500 | ₪ 100,000 | ||
Mr.David Palach [Member] | Consulting Agreements [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Monthly consultancy fee | $ 8,000 | |||
Chief Executive Officer [Member] | Consulting Agreements [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Monthly consultancy fee | 14,000 | |||
[custom:ReimbursementExpenses] | $ 500 | |||
Deferred Compensation Arrangements, Overall, Description | In addition, the CEO shall receive a one-time grant of options to purchase shares of the Company representing 4.5% of the Company’s outstanding share capital as of the date of the approval. | |||
Chief Financial Officer [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Monthly consultancy fee | $ 11,500 | |||
Chief Financial Officer [Member] | Consulting Agreements [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Monthly consultancy fee | 8,000 | |||
[custom:ReimbursementExpenses] | $ 500 | |||
Deferred Compensation Arrangements, Overall, Description | In addition, the CFO shall receive a one-time grant of options to purchase shares of the Company representing 1.5% of the Company’s outstanding share capital as of the date of the approval. | In addition, the CFO shall receive a one-time grant of options to purchase shares of the Company representing 1.5% of the Company’s outstanding share capital as of the date of the approval. | ||
Director [Member] | Consulting Agreements [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Monthly consultancy fee | $ 5,000 | |||
Deferred Compensation Arrangements, Overall, Description | In addition, the Chairman of the Board shall receive a one-time grant of options to purchase shares of the Company representing 1.5% of the Company’s outstanding share capital as of the date of the approval. | In addition, the Chairman of the Board shall receive a one-time grant of options to purchase shares of the Company representing 1.5% of the Company’s outstanding share capital as of the date of the approval. |
SCHEDULE OF INFORMATION ON SALE
SCHEDULE OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from sales of products | $ 438,141 | $ 232,274 |
ISRAEL | ||
Revenues from sales of products | 15,661 | |
UNITED STATES | ||
Revenues from sales of products | 201,455 | 211,949 |
Central America [Member] | ||
Revenues from sales of products | $ 221,025 | $ 20,325 |
SCHEDULE OF SALES TO CUSTOMERS
SCHEDULE OF SALES TO CUSTOMERS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
Revenues from sales of products | $ 438,141 | $ 232,274 |
Single customer [Member] | Revenue, Segment Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 10.00% | |
Customer A [Member] | ||
Product Information [Line Items] | ||
Revenues from sales of products | $ 201,455 | 211,949 |
Customer B [Member] | ||
Product Information [Line Items] | ||
Revenues from sales of products | 221,025 | |
Customer [Member] | ||
Product Information [Line Items] | ||
Revenues from sales of products | $ 422,480 | $ 211,949 |
SCHEDULE OF INFORMATION ON LONG
SCHEDULE OF INFORMATION ON LONG LIVED ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment and ROU assets | $ 230,557 | $ 69,894 |
ISRAEL | ||
Property, Plant and Equipment and ROU assets | 197,563 | 69,894 |
UNITED STATES | ||
Property, Plant and Equipment and ROU assets | $ 32,994 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Mar. 10, 2022USD ($)shares | Feb. 01, 2022$ / sharesshares | Jan. 31, 2022USD ($)shares | Jan. 31, 2022ILS (₪)shares | Jan. 18, 2022USD ($) | Jan. 18, 2022ILS (₪) | Nov. 14, 2021USD ($) | Jun. 23, 2021USD ($) | May 13, 2021shares | Dec. 31, 2021shares | Dec. 31, 2020$ / sharesshares |
Subsequent Event [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 1,090,909 | ||||||||||
Deferred Compensation Arrangements, Overall, Description | In addition, each member of the board shall receive a one-time grant of options to purchase shares of the Company representing 0.25% of the Company’s outstanding share capital as of the date of the approval. | ||||||||||
Share Price | $ / shares | $ 7.63 | ||||||||||
Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 1,090,909 | 45,876 | |||||||||
Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 54,545 | ||||||||||
Chief Financial Officer [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Monthly consultancy fee | $ | $ 11,500 | ||||||||||
Chief Financial Officer [Member] | Consulting Agreements [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Monthly consultancy fee | $ | $ 8,000 | ||||||||||
Deferred Compensation Arrangements, Overall, Description | In addition, the CFO shall receive a one-time grant of options to purchase shares of the Company representing 1.5% of the Company’s outstanding share capital as of the date of the approval. | ||||||||||
Subsequent Event [Member] | Letter Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 15,480 | ||||||||||
Subsequent Event [Member] | Letter Agreement [Member] | Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Deferred Compensation Arrangements, Overall, Description | In addition, the Company has provided the Consultant an Anti-dilution rights if at any time after both the (a) the approval of the agreement and (b) the Company having exceeded 3,000,000 shares of common stock. In such event the Consultant shall receive for no consideration an additional securities necessary to maintain a fully-diluted ownership percentage | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 77,400 | ||||||||||
Share Price | $ / shares | $ 0.05 | ||||||||||
Subsequent Event [Member] | Investor relation agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Monthly consultancy fee | $ | $ 11,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 14,000 | ||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | Minimum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 5,800 | ₪ 18,000 | |||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 8,000 | ₪ 25,000 | |||||||||
Subsequent Event [Member] | Mr.Joachim fuchs [Member] | Consulting Agreements [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Monthly consultancy fee | $ 1,600 | ₪ 5,000 | |||||||||
Stock Issued During Period, Shares, New Issues | 9,000 | 9,000 | |||||||||
Deferred Compensation Arrangements, Overall, Description | options to purchase 1.5% of the Company’s’ outstanding capital stock of which (1) 0.5% of such options shall have an exercise price of $1 and shall be vested in 4 equal quarters during the 12 months period commencing the Effective Date (January 1, 2022), (2) 0.5% of such options shall have an exercise price of $1.25 and shall be vested in 4 equal quarters during the 12 months period following the 12 month anniversary of the Effective Date, (3) 0.5% of such options shall have an exercise price of $1.5 and shall be vested in 4 equal quarters during the 12 months period following the 24 month anniversary of the Effective Date | options to purchase 1.5% of the Company’s’ outstanding capital stock of which (1) 0.5% of such options shall have an exercise price of $1 and shall be vested in 4 equal quarters during the 12 months period commencing the Effective Date (January 1, 2022), (2) 0.5% of such options shall have an exercise price of $1.25 and shall be vested in 4 equal quarters during the 12 months period following the 12 month anniversary of the Effective Date, (3) 0.5% of such options shall have an exercise price of $1.5 and shall be vested in 4 equal quarters during the 12 months period following the 24 month anniversary of the Effective Date |