Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 22, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
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 | HaPardes 134 (Meshek Sander) | ||
Entity Address, City or Town | Neve Yarak | ||
Entity Address, Country | IL | ||
Entity Address, Postal Zip Code | 4994500 | ||
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 | $ 8,744,689 | ||
Entity Common Stock, Shares Outstanding | 4,658,726 | ||
Documents Incorporated by Reference [Text Block] | None. | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Somekh Chaikin | ||
Auditor Firm ID | 1057 | ||
Auditor Location | Tel Aviv, Israel |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 5,700,709 | $ 6,750,938 |
Restricted cash (Note 2D) | 50,062 | 56,674 |
Accounts receivable, net | 192,597 | 172,630 |
Inventories | 81,706 | 22,603 |
Other current assets (Note 3) | 247,370 | 226,252 |
Total Current assets | 6,272,444 | 7,229,097 |
Right-of-use asset arising from operating leases (Note 7) | 121,855 | 129,613 |
Property and equipment, net (Note 4) | 97,914 | 100,944 |
Funds in respect of employee rights upon retirement | 137,625 | |
Total assets | 6,492,213 | 7,597,279 |
Current Liabilities | ||
Short-term loan from banking institutions | 8,390 | |
Accounts payable | 419,814 | 539,360 |
Other liabilities (Note 5) | 295,035 | 383,554 |
Total current liabilities | 714,849 | 931,304 |
Operating lease liabilities (Note 7) | 40,023 | 87,287 |
Liability for employee rights upon retirement | 166,077 | |
Total liabilities | 754,872 | 1,184,668 |
Shareholders’ Equity (Note 8) | ||
Common stocks of $ 0.0001 par value each (“Common Stocks”): 495,000,000 shares authorized as of December 31, 2022 and 2021; issued and outstanding 4,614,726 and 2,806,536 shares as of December 31, 2022 and 2021, respectively. | 462 | 281 |
Preferred stocks of $ 0.0001 par value (“Preferred stocks”): 5,000,000 shares authorized as of December 31, 2022 and 2021; issued and outstanding 0 shares as of December 31, 2022 and 2021. | ||
Additional paid-in capital | 28,710,019 | 23,607,503 |
Foreign currency translation adjustments | (26,275) | (26,275) |
Accumulated deficit | (22,837,827) | (17,098,227) |
Total | 5,846,379 | 6,483,282 |
Non-controlling interest | (109,038) | (70,671) |
Total Shareholders’ equity | 5,737,341 | 6,412,611 |
Total liabilities and Shareholders’ equity | $ 6,492,213 | $ 7,597,279 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 495,000,000 | 495,000,000 |
Common stock, shares issued | 4,614,726 | 2,806,536 |
Common stock, shares outstanding | 4,614,726 | 2,806,536 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenues from sales of products | $ 394,004 | $ 438,141 |
Cost of sales (Note 11) | (158,313) | (135,943) |
Gross profit | 235,691 | 302,198 |
Research and development expenses (Note 12) | (770,826) | (538,684) |
Selling and marketing expenses | (567,598) | (200,299) |
General and administrative expenses (Note 13) | (4,716,909) | (4,266,854) |
Operating loss | (5,819,642) | (4,703,639) |
Financing income (expenses), net (Note 14) | 39,801 | (161,737) |
Comprehensive loss | (5,779,841) | (4,865,376) |
Less: Net loss attributable to non-controlling interests | 40,241 | 44,796 |
Net loss attributable to the Company’s shareholders | $ (5,739,600) | $ (4,820,580) |
Loss per share (basic and diluted) (Note 16) | $ (1.64) | $ (2.06) |
Basic and diluted weighted average number of shares of common stock outstanding (Note 16) | 3,498,273 | 2,343,088 |
Statements of Changes in Shareh
Statements of Changes in Shareholders' 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 |
Balance at Dec. 31, 2020 | $ 161 | $ 11,867,585 | $ (26,275) | $ (12,277,647) | $ (436,176) | $ (29,277) | $ (465,453) |
Balance, shares at Dec. 31, 2020 | 1,606,765 | ||||||
Issuance of shares, net of issuance costs | $ 109 | 10,457,753 | 10,457,862 | 10,457,862 | |||
Issuance of shares, net of issuance costs, shares | 1,090,909 | ||||||
Conversion of convertible loans | $ 7 | 648,403 | 648,410 | 648,410 | |||
Conversion of convertible loans, shares | 66,877 | ||||||
Share based compensation to employees and directors | 219,814 | 219,814 | 3,402 | 223,216 | |||
Issuance of shares to employees and services providers | $ 4 | 413,948 | 413,952 | 413,952 | |||
Issuance of shares to employees and services providers, shares | 41,985 | ||||||
Comprehensive loss for the year | (4,820,580) | (4,820,580) | (44,796) | (4,865,376) | |||
Balance at Dec. 31, 2021 | $ 281 | 23,607,503 | (26,275) | (17,098,227) | 6,483,282 | (70,671) | 6,412,611 |
Balance, shares at Dec. 31, 2021 | 2,806,536 | ||||||
Issuance of shares, net of issuance costs | $ 160 | 4,103,170 | 4,103,330 | 4,103,330 | |||
Issuance of shares, net of issuance costs, shares | 1,600,000 | ||||||
Issuance of shares to employees and services providers | $ 21 | 916,458 | 916,479 | 591 | 917,070 | ||
Issuance of shares to employees and services providers, shares | 208,190 | ||||||
Comprehensive loss for the year | (5,739,600) | (5,739,600) | (40,241) | (5,779,841) | |||
Share based compensation to employees and directors | 82,888 | 82,888 | 1,283 | 84,171 | |||
Balance at Dec. 31, 2022 | $ 462 | $ 28,710,019 | $ (26,275) | $ (22,837,827) | $ 5,846,379 | $ (109,038) | $ 5,737,341 |
Balance, shares at Dec. 31, 2022 | 4,614,726 |
Statements of Changes in Shar_2
Statements of Changes in Shareholders' Equity (Deficit) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock [Member] | ||
Issuance costs, net | $ 696,670 | $ 1,542,138 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Loss for the year | $ (5,779,841) | $ (4,865,376) |
Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||
Depreciation | 54,719 | 57,195 |
Decrease in liability for employee rights upon retirement, net | (28,452) | (6,819) |
Issuance of shares to employees and services providers | 856,064 | 450,730 |
Share based compensation to employees and directors | 84,171 | 186,438 |
Expenses on convertible loans | 116,462 | |
Exchange rate differences on operating leases | (13,731) | |
Increase in accounts receivable, net | (19,967) | (24,689) |
Increase in inventories | (59,103) | (6,247) |
Decrease (increase) in other current assets | 39,888 | (200,673) |
Increase (decrease) in accounts payable | (116,580) | 337,680 |
Decrease in other liabilities | (112,083) | (158,008) |
Decrease in operating lease expense | 66,647 | |
Change in operating lease liability | (68,858) | |
Net cash used in operating activities | (5,097,126) | (4,113,307) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (51,689) | (67,749) |
Net cash used in investing activities | (51,689) | (67,749) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible loans | 274,000 | |
Repayments of long-term loans from banking institutions | (8,390) | (7,875) |
Repayments of right of use asset arising from operating leases | (38,971) | |
Proceeds from shares issued for cash, net of issuance costs | 4,103,330 | 10,497,862 |
Net cash provided by financing activities | 4,094,940 | 10,725,016 |
Effect of exchange rate changes on cash and cash equivalents | (2,966) | (1,643) |
INCREASE (DECREASE) IN CASH , CASH EQUIVALENTS AND RESTRICTED CASH | (1,056,841) | 6,542,317 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR | 6,807,612 | 265,295 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR | 5,750,771 | 6,807,612 |
Supplemental disclosure of cash flow information: | ||
Interest | 231 | |
Non-cash transactions: | ||
Termination of lease agreement | 51,358 | |
Termination of lease liability | 50,072 | |
Conversion of convertible loans | 648,410 | |
Deferred issuance expenses | 40,000 | |
Initial recognition of operating lease right-of-use assets | 47,280 | 201,467 |
Initial recognition of operating lease liability | 47,280 | 201,467 |
Issuance of shares for future services | $ 61,006 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2022 | |
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 On May 13, 2021, the Company completed an underwritten public offering of 1,090,909 10,457,862 On August 15, 2022, the Company completed an underwritten public offering of 1,600,000 3.00 4,800,000 696,670 4,103,330 The Company granted the underwriter a 45-day option to purchase up to 240,000 additional shares of Common Stock of the Company to cover over-allotments at the public offering price, less the underwriting discounts and commissions. In addition, the Company issued to the underwriter as compensation, warrants to purchase up to 80,000 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 ($3.75 B. Reverse stock split On February 23, 2021, the Company amended its Certificate of Incorporation to effect a 7 to 1 reverse stock split 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. Liquidity Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $ 22,837,827 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 from the date of the approval of these consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2– SIGNIFICANT ACCOUNTING POLICIES These consolidated 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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these 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, 2022 and 2021 include $ 50,062 56,674 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, 2022, and 2021, an allowance for doubtful debts in the amount of $ 24,259 27,450 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 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 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 taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial statement carrying amount 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 unrecognized tax benefits in accordance with ASC Topic 740, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of unrecognized tax benefits recorded in a Company’s financial statements. According to ASC Topic 740, tax positions must meet a more-likely-than-not recognition threshold to be recognized. Recognized tax positions are measured as the largest amount that is greater than 50 percent likely of being realized. The Company’s accounting policy is to present interest and penalties relating to income taxes within income taxes; however the Company did not recognize such items in its fiscal years 2022 and 2021 financial statements and did not recognize any amount with respect to an unrecognized tax benefit 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 all 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 expenses for the years ended December 31, 2022 and 2021, amounted to $ 32,270 22,507 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 Group 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 90 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 2022 and 2021, amounted to $ 155,765 As of December 31, 2022, and 2021, the Group did not accrue for or pay any royalties to the IIA since no revenues were recognized in respect of the funded projects. In addition, the Group does not anticipate future sales related to these grants. 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. 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. Q. 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. R. Leases 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 Group’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. S. New Accounting Pronouncements As of December 31, 2022, there are no recently issued accounting standards which are expected to have a material impact on the Group’s consolidated financial statements or disclosures. T. Change in classification During the current year the Group separated the issuance of shares to employees and service providers and the share-based compensation to employees and directors within the operating section of the cash flows statement. In addition, the Group presented the change in liability for employee rights upon retirement on a net basis in the operating section of the cash flows statement. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 3 – OTHER CURRENT ASSETS SCHEDULE OF OTHER CURRENT ASSETS December 31, 2022 2021 Prepaid expenses and advances to vendors 223,238 173,835 Government Institutions 24,132 52,417 Other current assets 247,370 226,252 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 – PROPERTY AND EQUIPMENT, NET SCHEDULE OF PROPERTY PLANT AND EQUIPMENT December 31, 2022 2021 Computers 30,471 29,566 Furniture and office equipment 21,417 15,121 Machines 213,677 169,189 Vehicles 85,149 85,149 Total cost 350,714 299,025 Less - accumulated depreciation (252,800 ) (198,081 ) Total property and equipment, net 97,914 100,944 For the years ended December 31, 2022 and 2021, depreciation expenses were $ 54,719 21,999 51,689 67,749 |
OTHER LIABILITIES
OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LIABILITIES | NOTE 5 – OTHER LIABILITIES SCHEDULE OF OTHER ACCOUNT LIABILITIES December 31, 2022 2021 Employees and related institutions 96,516 199,008 Accrued expenses 132,208 141,799 Operating lease liabilities 66,311 42,747 Other accounts liabilities 295,035 383,554 SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) |
COMMITMENT AND CONTINGENT LIABI
COMMITMENT AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENT AND CONTINGENT LIABILITIES | NOTE 6 – 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 155,765 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% 2,000,000 25% 500,000 7,143 7,143 8.4 7,143 7,143 8.4 C. 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 2,000 150,000 250,000 33,000 D. 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 500 155 SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | NOTE 7 – LEASES A. The components of operating lease cost for the year ended December 31, 2022 and 2021 were as follows: SCHEDULE OF OPERATING LEASE COST 2022 2021 December 31, 2022 2021 Operating lease costs 80,501 38,971 Short-term lease cost - 4,378 Total operating lease cost 80,501 43,349 B. Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASE 2022 2021 December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 62,679 38,971 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating leases 47,280 201,467 C. Supplemental balance sheet information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES 2022 2021 December 31, 2022 2021 Operating leases: Operating leases right-of-use asset 121,855 129,613 Current operating lease liabilities 66,311 42,747 Non-current operating lease liabilities 40,023 87,287 Total operating lease liabilities 106,334 130,034 Weighted average remaining lease term (years) 1.78 2.9 Weighted average discount rate 4 % 4 % SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) NOTE 7 – LEASES (continue) D. Future minimum lease payments under non-cancellable leases as of December 31, 2022 were as follows: SCHEDULE OF MINIMUM LEASE PAYMENTS UNDER NON- CANCELABLE LEASES 2022 2023 66,311 2024 43,303 Total operating lease payments 109,614 Less: imputed interest (3,280 ) Present value of lease liabilities 106,334 NOTE 7 – LEASES (continue) In July 2021, Save Foods, Ltd signed a lease agreement for an office space in Tel Aviv, Israel for a period of 2 years 2,900 3 years 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 2,000 2 years 2,800 3,000 A right-of-use assets in the amount of $ 152,472 152,472 In December 2021, the Company signed a car rental lease agreement for a period of 3 years 950 34,362 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 600 1 year 630 14,633 In January 2022, the Company signed a car rental lease agreement for a period of 3 years 1,300 47,280 SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 8 – 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: 1. On May 13, 2021, the Company completed an underwritten public offering of 1,090,909 11.00 2. 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 12,000 12,000 126,600 3. 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 14,285 127,622 10,000 4. 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 12,000 6,000 53,856 5. 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 $ 3,500 200 700 5,747 600 4,926 6. 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 12,500 9,000 61,200 25,000 136,000 95,200 7. 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 (the “Board”) 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 1,600 9,000 options to purchase 42,098 90,665 9,000 38,790 8. On August 29, 2022, the Board of Directors approved an increase in Mr. Joachim Fuchs monthly fee to $ 5,000 3,000 8,610 SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) NOTE 8 – SHAREHOLDERS’ EQUITY (continue) 9. On March 10, 2022, the Company entered into an Investor Relations Agreement (the “March IR 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 14,000 103,600 84,015 On June 27, 2022 the Company and the consultant, signed an amendment to the March IR Agreement, according to which the monthly cash payment would be $ 5,500 10. On April 1, 2022, the Company entered into an Investor Relations Agreement (the “April IR Agreement”) with a consultant for a period of 90 days. According to the April IR Agreement, the Company will pay the consultant for his services a monthly fee of $ 15,000 12,000 66,000 In addition, the Company will issue warrants (the “April Warrant”) to purchase 60,000 On June 26, 2022 (the “April IR Amendment Date”), the Company entered into an amendment to the April IR Agreement (the “April IR Amendment”), according to which the Company shall engage the consultant for additional period of 90 days commencing on July 1, 2022. According to the amendment to the April IR Agreement, the Company will pay the consultant for his services a monthly fee of $ 3,333 12,000 39,480 In addition, per the April IR Amendment, the Company will issue warrants to purchase 40,000 On August 29, 2022, the Board approved a one-time bonus of $ 100,000 SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) NOTE 8 – SHAREHOLDERS’ EQUITY (continue) 11. On May 18, 2022, the Company issued 9,000 39,420 12. On January 9, 2022 the Company entered into a Strategic consulting and Corporate Digital Marketing Agreement (the “Consulting Agreement”) with a consultant for a period of 12 months. According to the Consulting Agreement, the Company agreed to pay the consultant for his services a monthly fee of $ 4,250 6,000 19,125 6,000 On July 11, 2022, the Company issued the consultant 6,000 17,220 16,852 Additionally, on August 29, 2022, the Board approved a one-time bonus of $ 7,500 7,500 21,525 On October 11, 2022, the Company issued the consultant 10,090 19,125 13. On August 15, 2022, the Company issued 1,600,000 14. On September 6, 2022 the Company entered into a Services Agreement (the “Services Agreement”) with a consultant. According to the Services Agreement, the consultant would provide the Company with strategic advisory services for a period of six months. The Company agreed to pay the consultant for his services $ 275,000 195,355 50,000 141,750 100,697 15. On October 26, 2022, the Board approved the issuance of 50,000 9,000 50,000 99,500 SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 9 – 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 190,477 190,477 On June 23, 2020, the Company granted 21,143 The options shall vest quarterly over two years commencing June 23, 2020, whereby 12.50% On July 1, 2020, the Company granted 71,431 The options shall vest quarterly over two years commencing June 1, 2020, whereby 12.50% 344,767 In addition, on July 1, 2020, the Board approved an increase to the share option pool under the 2018 Equity Incentive Plan by 99,466 289,943 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 three years On August 29, 2022, following the annual meeting of Company’s stockholders, the Company adopted the 2022 Share Incentive Plan (the “2022 Share Incentive Plan”), pursuant to which the Company’s Board of Directors is authorized to grant up to 1,000,000 1,000,000 SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) NOTE 9 – 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, 2022 and 2021: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at January 1, 2021 206,862 3.37 Granted - - Exercised - - Forfeited (2,381 ) 3.15 Expired (11,905 ) 3.15 Outstanding at January 1, 2022 192,576 3.38 Granted 42,098 1.25 Exercised - - Forfeited - - Expired - - Outstanding at December 31, 2022 234,674 3.00 Number of options exercisable at December 31, 2022 206,609 3.22 The aggregate intrinsic value of the awards outstanding as of December 31, 2022 and 2021 is $ 0 120,614 0.76 4.01 The fair value of options granted during 2022 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 2022 Dividend yield 0 Expected volatility (%) (*) 55.37 64.89 % Risk-free interest rate (%) (**) 3.46 3.48 % Expected term of options (years) (***) 5.31 6.31 Exercise price (US dollars) 1 1.5 Share price (US dollars) 2.87 Fair value (US dollars) 2.1 2.2 (*) Due to the low trading volume of the Company’s Common Stock and lack of historical information, 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 (***) Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the “simplified method”. The total fair value estimation of the non-cash compensation of the 2022 grant was approximately $ 90,665 . Expenses incurred in respect of stock-based compensation for employees and directors, for the year ended December 31, 2022 and 2021 were $ 84,171 and $ 223,216 , respectively. As of December 31, 2022, there are 91,016 957,902 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
WARRANTS | NOTE 10 – WARRANTS 1. On February 1, 2022, the Company entered into a letter agreement (the “Letter Agreement”) with a consultant according to which the consultant will provide the Company with public relations, branding and other services as detailed in the Letter Agreement. As consideration for the services, the Company will issue the consultant, a warrant to purchase up to an aggregate of 77,400 0.05 15,480 The fair value of the February 2022 Warrant was determined based on the Company’s share price as of the date of the Letter Agreement using the Black-Scholes pricing model, assuming a risk-free rate of 1.35 52.14 0 0.75 332,859 On July 28, 2022, the Company and the consultant entered into an amendment to the Letter Agreement according to which the consultant shall be entitled to 30,960 30,600 During the year ended December 31, 2022, the Company recorded $ 138,692 2. On April 1, 2022, the Company entered into April IR Agreement with a consultant for a period of 90 days (see note 8(10) above). According to the April IR Agreement, the Company will issue the April Warrant to purchase 60,000 20,000 8 20,000 9.50 20,000 11 1.72 2.44 52.14 63.36 0 1 2 40,350 On June 26, 2022, the Company entered into April IR Amendment (see note 8(10) above), according to which the Company shall engage the consultant for additional period of 90 days commencing on July 1, 2022. According to the April IR Amendment, the Company will issue warrants to purchase 40,000 20,000 4.50 6 2.52 2.79 52.12 56.48 0 0.5 1 7,009 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, 2022 | |
Cost Of Sales | |
COST OF SALES | NOTE 11 – COST OF SALES SCHEDULE OF COST OF SALES 2022 2021 Year ended December 31 2022 2021 Salaries and related expenses 32,583 100,558 Share based compensation - 11,540 Materials 77,281 9,882 Vehicle maintenance 18,175 1,533 Travel expenses 4,115 7,641 Other expenses 26,159 4,789 Cost of sales 158,313 135,943 |
RESEARCH AND DEVELOPMENT EXPENS
RESEARCH AND DEVELOPMENT EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES | NOTE 12 – RESEARCH AND DEVELOPMENT EXPENSES SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2022 2021 Year ended December 31 2022 2021 Salaries and related expenses 438,217 176,520 Share based compensation 3,024 19,235 Subcontractors 120,360 238,784 Depreciation 22,034 38,166 Travel expenses 229 3,836 Vehicle maintenance 30,887 15,253 Rent and asset management 35,556 4,925 Laboratory and field tests 89,717 20,025 Other expenses 30,802 21,940 Research and development expenses 770,826 538,684 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, 2022 | |
General And Administrative Expenses | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 13 – GENERAL AND ADMINISTRATIVE EXPENSES SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2022 2021 Year ended December 31 2022 2021 Professional services 2,575,294 2,527,076 Salaries and related expenses 297,848 214,570 Share based compensation 934,188 598,699 Legal expenses 108,814 160,814 Insurance 473,650 473,985 Rent and office maintenance 50,361 21,069 Registration fees 233,350 233,395 Communications 1,432 822 Depreciation 8,114 20,040 Other expenses 33,858 16,384 General and administrative expense 4,716,909 4,266,854 |
FINANCING INCOME (EXPENSES), NE
FINANCING INCOME (EXPENSES), NET | 12 Months Ended |
Dec. 31, 2022 | |
Financing Income Expenses Net | |
FINANCING INCOME (EXPENSES), NET | NOTE 14 – FINANCING INCOME (EXPENSES), NET SCHEDULE OF FINANCING EXPENSES NET 2022 2021 Year ended December 31 2022 2021 Interest and amortization expenses 33,741 (8,339 ) Currency exchange differences 14,857 (9,667 ) Changes in fair value of convertible loans - (107,518 ) Bank charges and other finance expenses, net (8,797 ) (36,213 ) Financing expenses net 39,801 (161,737 ) |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 15 – INCOME TAX A. The Company is subject to the U.S. federal income tax rate of 21 Income of the Israeli company is taxable at enacted tax rate of 23%. The Company and Save Foods Ltd. have not received final tax assessments since their inception although the tax reports of Save Foods Inc for the years through December 31, 2015 and of Save Foods Ltd for the years through December 31, 2017 are deemed to be final. As of December 31, 2022, the Company and Save Foods Ltd. have estimated carry forward losses for tax purposes of approximately $ 6,034,551 13,528,454 770,787 18,792,218 SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) NOTE 15 – INCOME TAX (continue) B. The following is a reconciliation between the theoretical tax on pre-tax loss, at the income tax rate applicable to the Company (federal tax rate) and the income tax expense reported in the financial statements: SCHEDULE OF INCOME TAX EXPENSES 2022 2021 Year ended December 31 2022 2021 Pretax loss 5,779,841 4,865,376 Federal tax rate 21 % 21 % Income tax computed at the federal income tax rate 1,213,767 1,021,729 Non-deductible expenses (1,506 ) (12,999 ) Share-based compensation (19,359 ) (138,270 ) Differences in corporate income tax rates 52,813 58,764 Remeasurement of deferred taxes for foreign currency effects (365,167 ) - Changes in valuation allowance (880,548 ) (929,224 ) 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 and for carryforwards. Significant components of the Company’s deferred assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Year ended December 31 2022 2021 Composition of deferred tax assets: Employees and related institutions 6,927 11,663 Operating loss carry-forwards 4,378,800 3,304,604 Operating lease liabilities 24,328 29,615 Share-based compensation 182,212 Others 241,325 - Total deferred tax assets 4,833,592 3,345,882 Composition of deferred tax liabilities: Right-of-use asset (27,894 ) (29,518 ) Total deferred tax liabilities (27,894 ) (29,518 ) Net deferred tax assets 4,805,698 3,316,364 Valuation allowance (4,805,698 ) (3,316,364 ) Deferred tax assets and liabilities - - The net change during the year ended December 31, 2022 in the total valuation allowance amounted to $ 1,489,334 SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 16 – LOSS PER SHARE 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, 2022 and 2021, are as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE 2022 2021 Year ended December 31 2022 2021 Number of shares Weighted average number of shares of Common Stock outstanding attributable to shareholders 3,498,273 2,343,088 Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*) * 234,674 192,576 (*) The effect of the inclusion of option and convertible loans in 2022 and 2021 is anti-dilutive. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 17 – RELATED PARTIES A. Transactions and balances with related parties SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES 2022 2021 Year ended December 31 2022 2021 General and administrative expenses: Directors compensation 419,057 230,943 Salaries and fees to officers 665,982 722,979 General and administrative expenses net (*) 1,085,039 (*) 953,922 (*) of which share based compensation 124,508 104,362 Research and development expenses: Salaries and fees to officers (*) 276,738 (*) 309,168 (*) of which share based compensation 3,024 22,481 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 (*) 169,013 (*) 89,299 (*) of which share based compensation 3,024 8,992 B. Balances with related parties and officers: Other accounts payables 103,497 113,845 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 14,000 500 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. 6,000 2. 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 $ 5,000 500 On August 29, 2022, the Board approved, among other, an increase the monthly fee from $ 5,500 8,000 25,000 3. On June 23, 2021 the Board of Directors of the Company approved the compensation for each of members of the board, according to which, each member of the board shall be entitled to an annual fee of NIS 100,000 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. 25,000 7,575 10,575 4. On April 17, 2022, the Board resolved to appoint Ms. Lital Barda, the Company’s current financial controller, as the Company’s Chief Financial Officer, Treasurer and Secretary, which appointment was made effective on April 18, 2022. In connection with Ms. Barda’s appointment as the Company’s Chief Financial Officer, Treasurer and Secretary, the Board resolved to approve the following terms of compensation, effective immediately upon the effectiveness of Ms. Barda’s appointment: (a) a monthly base salary of NIS 25,000 25,000 |
GEOGRAPHIC AREAS AND MAJOR CUST
GEOGRAPHIC AREAS AND MAJOR CUSTOMERS | 12 Months Ended |
Dec. 31, 2022 | |
Geographic Areas And Major Customers | |
GEOGRAPHIC AREAS AND MAJOR CUSTOMERS | NOTE 18 – 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 2022 2021 Year ended December 31 2022 2021 United States 163,644 201,455 Mexico 154,425 221,025 Israel 29,998 15,661 Turkey 45,937 - Revenues from sales of products 394,004 438,141 SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) B. Sales to single customers exceeding 10 SCHEDULE OF SALES TO CUSTOMERS 2022 2021 Year ended December 31 2022 2021 Customer A 163,644 201,455 Customer B 154,425 221,025 Customer C 45,937 - Revenues from sales of products 364,006 422,480 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, 2022 and 2021: SCHEDULE OF INFORMATION ON LONG LIVED ASSETS 2022 2021 Year ended December 31 2022 2021 Israel 207,779 197,563 United States 11,990 32,994 Property, plant and equipment and ROU assets 219,769 230,557 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19 – SUBSEQUENT EVENTS 1. On January 20, 2023, the Company entered into consulting agreement with a consultant for a period of twelve months. According to the agreement, the Company will issue on a quarterly basis, subject to the approval of the board of directors of the company, (a) 25,000 0.0001 15,000 70,000 2. On January 19, 2023 the Company terminated the employment of its Chief Operating Officer and Head of Science (“the COO”). The Company and the COO agreed that in addition to the termination benefits the COO is entitled to per her employment agreement, the COO’ shall be entitled to a termination bonus of NIS 60,000 17,000 7,000 3. On January 26, 2023, the Company entered into Advisory Agreement with a consultant for a period of ninety days and after ninety days may be extended for any term mutually acceptable to the parties hereto. According to the agreement, the consultant shall serve as an advisor to the Company in connection with pursuing and evaluating entering into an equity purchase agreement (the “Equity Purchase Agreement”) with an institutional investor. The Company shall pay a success fee (the “Success Fee”) in the amount equal to 6% of the gross proceeds received by the Company under the Equity Purchase Agreement to be paid within five working days of each receipt of funds. However, with respect to any amount received by the Company from certain investors, the Success Fee shall be 5% |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these 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, 2022 and 2021 include $ 50,062 56,674 |
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, 2022, and 2021, an allowance for doubtful debts in the amount of $ 24,259 27,450 |
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 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 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 taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial statement carrying amount 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 unrecognized tax benefits in accordance with ASC Topic 740, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of unrecognized tax benefits recorded in a Company’s financial statements. According to ASC Topic 740, tax positions must meet a more-likely-than-not recognition threshold to be recognized. Recognized tax positions are measured as the largest amount that is greater than 50 percent likely of being realized. The Company’s accounting policy is to present interest and penalties relating to income taxes within income taxes; however the Company did not recognize such items in its fiscal years 2022 and 2021 financial statements and did not recognize any amount with respect to an unrecognized tax benefit 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 all 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 expenses for the years ended December 31, 2022 and 2021, amounted to $ 32,270 22,507 |
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 Group 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 90 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 2022 and 2021, amounted to $ 155,765 As of December 31, 2022, and 2021, the Group did not accrue for or pay any royalties to the IIA since no revenues were recognized in respect of the funded projects. In addition, the Group does not anticipate future sales related to these grants. |
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) |
Concentrations of credit risk | P. 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. |
Commitments and Contingencies | Q. 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 | R. Leases 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 Group’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 | S. New Accounting Pronouncements As of December 31, 2022, there are no recently issued accounting standards which are expected to have a material impact on the Group’s consolidated financial statements or disclosures. |
Change in classification | T. Change in classification During the current year the Group separated the issuance of shares to employees and service providers and the share-based compensation to employees and directors within the operating section of the cash flows statement. In addition, the Group presented the change in liability for employee rights upon retirement on a net basis in the operating section of the cash flows statement. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT ASSETS | SCHEDULE OF OTHER CURRENT ASSETS December 31, 2022 2021 Prepaid expenses and advances to vendors 223,238 173,835 Government Institutions 24,132 52,417 Other current assets 247,370 226,252 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT | SCHEDULE OF PROPERTY PLANT AND EQUIPMENT December 31, 2022 2021 Computers 30,471 29,566 Furniture and office equipment 21,417 15,121 Machines 213,677 169,189 Vehicles 85,149 85,149 Total cost 350,714 299,025 Less - accumulated depreciation (252,800 ) (198,081 ) Total property and equipment, net 97,914 100,944 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER ACCOUNT LIABILITIES | SCHEDULE OF OTHER ACCOUNT LIABILITIES December 31, 2022 2021 Employees and related institutions 96,516 199,008 Accrued expenses 132,208 141,799 Operating lease liabilities 66,311 42,747 Other accounts liabilities 295,035 383,554 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
SCHEDULE OF OPERATING LEASE COST | A. The components of operating lease cost for the year ended December 31, 2022 and 2021 were as follows: SCHEDULE OF OPERATING LEASE COST 2022 2021 December 31, 2022 2021 Operating lease costs 80,501 38,971 Short-term lease cost - 4,378 Total operating lease cost 80,501 43,349 |
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 2022 2021 December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 62,679 38,971 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating leases 47,280 201,467 |
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 2022 2021 December 31, 2022 2021 Operating leases: Operating leases right-of-use asset 121,855 129,613 Current operating lease liabilities 66,311 42,747 Non-current operating lease liabilities 40,023 87,287 Total operating lease liabilities 106,334 130,034 Weighted average remaining lease term (years) 1.78 2.9 Weighted average discount rate 4 % 4 % |
SCHEDULE OF MINIMUM LEASE PAYMENTS UNDER NON- CANCELABLE LEASES | SCHEDULE OF MINIMUM LEASE PAYMENTS UNDER NON- CANCELABLE LEASES 2022 2023 66,311 2024 43,303 Total operating lease payments 109,614 Less: imputed interest (3,280 ) Present value of lease liabilities 106,334 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at January 1, 2021 206,862 3.37 Granted - - Exercised - - Forfeited (2,381 ) 3.15 Expired (11,905 ) 3.15 Outstanding at January 1, 2022 192,576 3.38 Granted 42,098 1.25 Exercised - - Forfeited - - Expired - - Outstanding at December 31, 2022 234,674 3.00 Number of options exercisable at December 31, 2022 206,609 3.22 |
SCHEDULE OF ESTIMATED FAIR VALUE OF OPTIONS GRANTED | The fair value of options granted during 2022 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 2022 Dividend yield 0 Expected volatility (%) (*) 55.37 64.89 % Risk-free interest rate (%) (**) 3.46 3.48 % Expected term of options (years) (***) 5.31 6.31 Exercise price (US dollars) 1 1.5 Share price (US dollars) 2.87 Fair value (US dollars) 2.1 2.2 (*) Due to the low trading volume of the Company’s Common Stock and lack of historical information, 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 (***) Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the “simplified method”. |
COST OF SALES (Tables)
COST OF SALES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cost Of Sales | |
SCHEDULE OF COST OF SALES | SCHEDULE OF COST OF SALES 2022 2021 Year ended December 31 2022 2021 Salaries and related expenses 32,583 100,558 Share based compensation - 11,540 Materials 77,281 9,882 Vehicle maintenance 18,175 1,533 Travel expenses 4,115 7,641 Other expenses 26,159 4,789 Cost of sales 158,313 135,943 |
RESEARCH AND DEVELOPMENT EXPE_2
RESEARCH AND DEVELOPMENT EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES | SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2022 2021 Year ended December 31 2022 2021 Salaries and related expenses 438,217 176,520 Share based compensation 3,024 19,235 Subcontractors 120,360 238,784 Depreciation 22,034 38,166 Travel expenses 229 3,836 Vehicle maintenance 30,887 15,253 Rent and asset management 35,556 4,925 Laboratory and field tests 89,717 20,025 Other expenses 30,802 21,940 Research and development expenses 770,826 538,684 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
General And Administrative Expenses | |
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES | SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2022 2021 Year ended December 31 2022 2021 Professional services 2,575,294 2,527,076 Salaries and related expenses 297,848 214,570 Share based compensation 934,188 598,699 Legal expenses 108,814 160,814 Insurance 473,650 473,985 Rent and office maintenance 50,361 21,069 Registration fees 233,350 233,395 Communications 1,432 822 Depreciation 8,114 20,040 Other expenses 33,858 16,384 General and administrative expense 4,716,909 4,266,854 |
FINANCING INCOME (EXPENSES), _2
FINANCING INCOME (EXPENSES), NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financing Income Expenses Net | |
SCHEDULE OF FINANCING EXPENSES NET | SCHEDULE OF FINANCING EXPENSES NET 2022 2021 Year ended December 31 2022 2021 Interest and amortization expenses 33,741 (8,339 ) Currency exchange differences 14,857 (9,667 ) Changes in fair value of convertible loans - (107,518 ) Bank charges and other finance expenses, net (8,797 ) (36,213 ) Financing expenses net 39,801 (161,737 ) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX EXPENSES | B. The following is a reconciliation between the theoretical tax on pre-tax loss, at the income tax rate applicable to the Company (federal tax rate) and the income tax expense reported in the financial statements: SCHEDULE OF INCOME TAX EXPENSES 2022 2021 Year ended December 31 2022 2021 Pretax loss 5,779,841 4,865,376 Federal tax rate 21 % 21 % Income tax computed at the federal income tax rate 1,213,767 1,021,729 Non-deductible expenses (1,506 ) (12,999 ) Share-based compensation (19,359 ) (138,270 ) Differences in corporate income tax rates 52,813 58,764 Remeasurement of deferred taxes for foreign currency effects (365,167 ) - Changes in valuation allowance (880,548 ) (929,224 ) 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 and for carryforwards. Significant components of the Company’s deferred assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Year ended December 31 2022 2021 Composition of deferred tax assets: Employees and related institutions 6,927 11,663 Operating loss carry-forwards 4,378,800 3,304,604 Operating lease liabilities 24,328 29,615 Share-based compensation 182,212 Others 241,325 - Total deferred tax assets 4,833,592 3,345,882 Composition of deferred tax liabilities: Right-of-use asset (27,894 ) (29,518 ) Total deferred tax liabilities (27,894 ) (29,518 ) Net deferred tax assets 4,805,698 3,316,364 Valuation allowance (4,805,698 ) (3,316,364 ) Deferred tax assets and liabilities - - |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE | SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE 2022 2021 Year ended December 31 2022 2021 Number of shares Weighted average number of shares of Common Stock outstanding attributable to shareholders 3,498,273 2,343,088 Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*) * 234,674 192,576 (*) The effect of the inclusion of option and convertible loans in 2022 and 2021 is anti-dilutive. |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES | SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES 2022 2021 Year ended December 31 2022 2021 General and administrative expenses: Directors compensation 419,057 230,943 Salaries and fees to officers 665,982 722,979 General and administrative expenses net (*) 1,085,039 (*) 953,922 (*) of which share based compensation 124,508 104,362 Research and development expenses: Salaries and fees to officers (*) 276,738 (*) 309,168 (*) of which share based compensation 3,024 22,481 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 (*) 169,013 (*) 89,299 (*) of which share based compensation 3,024 8,992 B. Balances with related parties and officers: Other accounts payables 103,497 113,845 |
GEOGRAPHIC AREAS AND MAJOR CU_2
GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 Year ended December 31 2022 2021 United States 163,644 201,455 Mexico 154,425 221,025 Israel 29,998 15,661 Turkey 45,937 - Revenues from sales of products 394,004 438,141 |
SCHEDULE OF SALES TO CUSTOMERS | B. Sales to single customers exceeding 10 SCHEDULE OF SALES TO CUSTOMERS 2022 2021 Year ended December 31 2022 2021 Customer A 163,644 201,455 Customer B 154,425 221,025 Customer C 45,937 - Revenues from sales of products 364,006 422,480 |
SCHEDULE OF INFORMATION ON LONG LIVED ASSETS | The following table presents the locations of the Company’s long-lived assets as of December 31, 2022 and 2021: SCHEDULE OF INFORMATION ON LONG LIVED ASSETS 2022 2021 Year ended December 31 2022 2021 Israel 207,779 197,563 United States 11,990 32,994 Property, plant and equipment and ROU assets 219,769 230,557 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) | 12 Months Ended | |||||
Aug. 15, 2022 | May 13, 2021 | Feb. 23, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 27, 2009 | |
Number of shares of common stock | 1,090,909 | |||||
Proceeds from issuance of common stock | $ 4,800,000 | $ 10,457,862 | $ 4,103,330 | $ 10,497,862 | ||
Number of shares issued | 1,600,000 | |||||
Shares issued price per share | $ 3 | $ 11 | $ 0.76 | $ 4.01 | ||
Payments of stock issuance costs | $ 696,670 | |||||
Proceeds from over allotment | $ 4,103,330 | |||||
Stockholders equity description | The Company granted the underwriter a 45-day option to purchase up to 240,000 additional shares of Common Stock of the Company to cover over-allotments at the public offering price, less the underwriting discounts and commissions. In addition, the Company issued to the underwriter as compensation, warrants to purchase up to 80,000 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 ($3.75 | |||||
Stockholders equity reverse stock split | 7 to 1 reverse stock split | |||||
Accumulated deficit | $ 22,837,827 | $ 17,098,227 | ||||
Save Foods Ltd [Member] | ||||||
Ownership percentage | 98.48% |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT DEPRECIATION RATES (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture and Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Rate of depreciation percentage | 7% |
Furniture and Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Rate of depreciation percentage | 15% |
Machines [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Rate of depreciation percentage | 10% |
Machines [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Rate of depreciation percentage | 15% |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Rate of depreciation percentage | 33% |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Rate of depreciation percentage | 15% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Restricted cash | $ 50,062 | $ 56,674 |
Allowance for doubtful debts | 24,259 | 27,450 |
Impairment expenses | 0 | 0 |
Severance costs | 32,270 | $ 22,507 |
Cumulative research and development grants | $ 155,765 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Other current assets | $ 247,370 | $ 226,252 |
Prepaid Expenses and Advances to Vendors [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Other current assets | 223,238 | 173,835 |
Government Institutions [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Other current assets | $ 24,132 | $ 52,417 |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 350,714 | $ 299,025 |
Less - accumulated depreciation | (252,800) | (198,081) |
Total property and equipment, net | 97,914 | 100,944 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 30,471 | 29,566 |
Furniture and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 21,417 | 15,121 |
Machines [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 213,677 | 169,189 |
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, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 54,719 | $ 21,999 |
Payments to acquire property plant and equipment | $ 51,689 | $ 67,749 |
SCHEDULE OF OTHER ACCOUNT LIABI
SCHEDULE OF OTHER ACCOUNT LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Other accounts liabilities | $ 295,035 | $ 383,554 |
Employees and Related Institutions [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Other accounts liabilities | 96,516 | 199,008 |
Accrued Expenses [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Other accounts liabilities | 132,208 | 141,799 |
Operating Lease Liabilities [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Other accounts liabilities | $ 66,311 | $ 42,747 |
COMMITMENT AND CONTINGENT LIA_2
COMMITMENT AND CONTINGENT LIABILITIES (Details Narrative) | 12 Months Ended | ||||||||||
Oct. 05, 2021 USD ($) | Oct. 05, 2021 ILS (₪) | Aug. 18, 2021 USD ($) | Aug. 18, 2021 ILS (₪) | Jun. 01, 2021 USD ($) | Sep. 22, 2020 USD ($) $ / shares shares | Oct. 10, 2018 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Aug. 15, 2022 $ / shares | May 13, 2021 $ / shares | |
Exercise price | $ / shares | $ 0.76 | $ 4.01 | $ 3 | $ 11 | |||||||
Number of stock options exercised shares | shares | |||||||||||
Consultant One [Member] | |||||||||||
Hourly consultancy fee | $ 155 | ₪ 500 | |||||||||
Consultant Two [Member] | |||||||||||
Hourly consultancy fee | $ 155 | ₪ 500 | |||||||||
Consulting Agreement [Member] | Consultant One [Member] | |||||||||||
Monthly fee | $ 13,000 | ||||||||||
Bonus amount | 150,000 | ||||||||||
Consulting Agreement [Member] | Consultant Two [Member] | |||||||||||
Monthly fee | 2,000 | ||||||||||
Bonus amount | $ 250,000 | ||||||||||
Consulting Agreement [Member] | Consultant [Member] | |||||||||||
Share based compensation | $ 33,000 | ||||||||||
Israeli Innovation Authority [Member] | |||||||||||
Royalty description | 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, contingent liabilities | $ 155,765 | $ 155,765 | |||||||||
Earthbound Technologies, LLC [Member] | Commission Agreement [Member] | Introduced Parties [Member] | |||||||||||
Percenage of revenues | 12.50% | ||||||||||
Revenues | $ 2,000,000 | ||||||||||
Maximum compensation percentage of gross profit | 25% | ||||||||||
Earthbound Technologies, LLC [Member] | Commission Agreement [Member] | Introduced Parties [Member] | Exceeds in Net Revenue [Member] | |||||||||||
Revenues | $ 500,000 | ||||||||||
Number of stock options, exercised | $ 7,143 | ||||||||||
Number of shares of common stock | shares | 7,143 | ||||||||||
Exercise price | $ / shares | $ 8.4 | ||||||||||
Earthbound Technologies, LLC [Member] | Commission Agreement [Member] | Introduced Parties [Member] | Occurance of Additional Events in Agreement [Member] | |||||||||||
Number of shares of common stock | shares | 7,143 | ||||||||||
Exercise price | $ / shares | $ 8.4 | ||||||||||
Number of stock options exercised shares | shares | 7,143 |
SCHEDULE OF OPERATING LEASE COS
SCHEDULE OF OPERATING LEASE COST (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Operating lease costs | $ 80,501 | $ 38,971 |
Short-term lease cost | 4,378 | |
Total operating lease cost | $ 80,501 | $ 43,349 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Operating cash flows from operating leases | $ 62,679 | $ 38,971 |
Operating leases | $ 47,280 | $ 201,467 |
SCHEDULE OF SUPPLEMENTAL BALANC
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Operating leases right-of-use asset | $ 121,855 | $ 129,613 |
Current operating lease liabilities | 66,311 | 42,747 |
Non-current operating lease liabilities | 40,023 | 87,287 |
Total operating lease liabilities | $ 106,334 | $ 130,034 |
Operating leases, Weighted average remaining lease term (years) | 1 year 9 months 10 days | 2 years 10 months 24 days |
Operating leases, Weighted average discount rate | 4% | 4% |
SCHEDULE OF MINIMUM LEASE PAYME
SCHEDULE OF MINIMUM LEASE PAYMENTS UNDER NON- CANCELABLE LEASES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
2023 | $ 66,311 | |
2024 | 43,303 | |
Total operating lease payments | 109,614 | |
Less: imputed interest | (3,280) | |
Present value of lease liabilities | $ 106,334 | $ 130,034 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | |||||
Dec. 15, 2021 | Jan. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2022 | |
Right-of-use assets | $ 129,613 | $ 121,855 | ||||
Operating lease liabilities | $ 130,034 | $ 106,334 | ||||
Car Rental Agreement [Member] | ||||||
Lease term of contract, years | 3 years | 3 years | ||||
Monthly payments | $ 1,300 | $ 950 | ||||
Right-of-use assets | $ 47,280 | $ 34,362 | ||||
Miami Lease Agreement [Member] | ||||||
Lease term of contract, years | 1 year | |||||
Monthly payments | $ 600 | |||||
Additional lease term of contract, years | 1 year | |||||
Addtional monthly payments | $ 630 | |||||
Right-of-use assets | $ 14,633 | |||||
Tel Aviv, Israel [Member] | ||||||
Lease term of contract, years | 2 years | |||||
Monthly payments | $ 2,900 | |||||
Additional lease term of contract, years | 3 years | |||||
Addtional monthly payments | $ 3,000 | |||||
Neve Yarak, lsrael [Member] | ||||||
Lease term of contract, years | 1 year | |||||
Monthly payments | $ 2,000 | |||||
Additional lease term of contract, years | 2 years | |||||
Right-of-use assets | $ 152,472 | |||||
Operating lease liabilities | 152,472 | |||||
Neve Yarak, lsrael [Member] | First Option Period [Member] | ||||||
Addtional monthly payments | 2,800 | |||||
Neve Yarak, lsrael [Member] | Second Option Period [Member] | ||||||
Addtional monthly payments | $ 3,000 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) | 12 Months Ended | ||||||||||||||||||||||||||||
Oct. 26, 2022 USD ($) shares | Oct. 11, 2022 USD ($) shares | Sep. 07, 2022 USD ($) | Sep. 06, 2022 USD ($) shares | Aug. 29, 2022 USD ($) shares | Aug. 15, 2022 $ / shares shares | Jul. 11, 2022 USD ($) shares | Jun. 27, 2022 USD ($) | Jun. 26, 2022 USD ($) shares | May 18, 2022 USD ($) shares | May 02, 2022 USD ($) shares | Apr. 02, 2022 USD ($) shares | Mar. 24, 2022 USD ($) shares | Mar. 10, 2022 USD ($) shares | Jan. 31, 2022 USD ($) shares | Jan. 31, 2022 ILS (₪) shares | Jan. 27, 2022 shares | Jan. 09, 2022 USD ($) shares | Nov. 03, 2021 USD ($) shares | Oct. 01, 2021 shares | Aug. 05, 2021 USD ($) shares | Jul. 02, 2021 USD ($) shares | Jun. 20, 2021 USD ($) shares | Jun. 15, 2021 USD ($) shares | May 15, 2021 USD ($) shares | May 13, 2021 $ / shares shares | Oct. 10, 2018 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Number of issued shares of common stock | shares | 1,090,909 | ||||||||||||||||||||||||||||
Shares issued price | $ / shares | $ 3 | $ 11 | $ 0.76 | $ 4.01 | |||||||||||||||||||||||||
Number of value of common stock | $ 4,103,330 | $ 10,457,862 | |||||||||||||||||||||||||||
Stock based compensation | 84,171 | 186,438 | |||||||||||||||||||||||||||
Warrants to purchase shares | shares | 60,000 | ||||||||||||||||||||||||||||
Number of issued for consultant services | 917,070 | 413,952 | |||||||||||||||||||||||||||
April Warrant [Member] | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase shares | shares | 60,000 | ||||||||||||||||||||||||||||
Consulting Agreements [Member] | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Number of issued shares of common stock | shares | 6,000 | ||||||||||||||||||||||||||||
Number of value of common stock | $ 19,125 | ||||||||||||||||||||||||||||
Monthly consultancy fee | $ 4,250 | ||||||||||||||||||||||||||||
Stock based compensation | $ 16,852 | ||||||||||||||||||||||||||||
Number of issued for consultant services | shares | 6,000 | 9,000 | |||||||||||||||||||||||||||
Number of issued for consultant services | $ 21,525 | $ 17,220 | $ 39,420 | ||||||||||||||||||||||||||
April IR Amendment [Member] | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Number of issued shares of common stock | shares | 12,000 | ||||||||||||||||||||||||||||
Number of value of common stock | $ 39,480 | ||||||||||||||||||||||||||||
Monthly consultancy fee | $ 3,333 | ||||||||||||||||||||||||||||
Warrants to purchase shares | shares | 40,000 | ||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Number of issued shares of common stock | shares | 10,090 | ||||||||||||||||||||||||||||
Stock based compensation | $ 19,125 | ||||||||||||||||||||||||||||
Bonus | $ 100,000 | ||||||||||||||||||||||||||||
One-time bonus | $ 7,500 | ||||||||||||||||||||||||||||
Additional bonus, shares | shares | 7,500 | ||||||||||||||||||||||||||||
Consultant [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Number of issued shares of common stock | shares | 50,000 | 25,000 | 25,000 | 6,000 | 12,000 | ||||||||||||||||||||||||
Consultant fees | $ 301,000 | $ 40,000 | |||||||||||||||||||||||||||
Number of shares issuable | shares | 12,000 | 12,000 | |||||||||||||||||||||||||||
Number of value of common stock | $ 99,500 | $ 53,856 | $ 126,600 | ||||||||||||||||||||||||||
Share based compensation expenses | $ 33,000 | ||||||||||||||||||||||||||||
Number of issued for consultant services | $ 9,000 | ||||||||||||||||||||||||||||
Consultant [Member] | Service Agreement [Member] | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Number of issued shares of common stock | shares | 14,285 | ||||||||||||||||||||||||||||
Consultant fees | $ 275,000 | $ 15,000 | |||||||||||||||||||||||||||
Number of value of common stock | 127,622 | ||||||||||||||||||||||||||||
Monthly consultancy fee | $ 10,000 | ||||||||||||||||||||||||||||
Consultant [Member] | June 15, 2021 Consulting Agreement [Member] | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Number of issued shares of common stock | shares | 700 | ||||||||||||||||||||||||||||
Consultant fees | $ 3,500 | ||||||||||||||||||||||||||||
Number of shares issuable | shares | 200 | ||||||||||||||||||||||||||||
Number of value of common stock | $ 5,747 | ||||||||||||||||||||||||||||
Consultant [Member] | 2021 Consulting Agreement [Member] | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Number of shares issuable | shares | 600 | ||||||||||||||||||||||||||||
Number of value of common stock | $ 4,926 | ||||||||||||||||||||||||||||
Consultant [Member] | October 1, 2021 Consulting Agreement [Member] | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Number of issued shares of common stock | shares | 9,000 | 9,000 | |||||||||||||||||||||||||||
Number of value of common stock | $ 61,200 | ||||||||||||||||||||||||||||
Share based compensation expenses | 136,000 | $ 95,200 | |||||||||||||||||||||||||||
Consultant [Member] | October 1, 2021 Consulting Agreement [Member] | Six Installments [Member] | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Number of issued shares of common stock | shares | 12,500 | ||||||||||||||||||||||||||||
Consultant [Member] | Consulting Agreements [Member] | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Number of issued for consultant services | shares | 50,000 | ||||||||||||||||||||||||||||
Consultant [Member] | March IR Agreement [Member] | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Number of issued shares of common stock | shares | 14,000 | ||||||||||||||||||||||||||||
Consultant fees | $ 11,000 | ||||||||||||||||||||||||||||
Number of value of common stock | $ 103,600 | ||||||||||||||||||||||||||||
Stock based compensation | $ 84,015 | ||||||||||||||||||||||||||||
Cash payment | $ 5,500 | ||||||||||||||||||||||||||||
Consultant [Member] | April IR Agreement [Member] | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Number of issued shares of common stock | shares | 12,000 | ||||||||||||||||||||||||||||
Number of value of common stock | $ 66,000 | ||||||||||||||||||||||||||||
Monthly consultancy fee | $ 15,000 | ||||||||||||||||||||||||||||
Consultant [Member] | Services Agreements [Member] | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Number of value of common stock | 141,750 | ||||||||||||||||||||||||||||
Stock based compensation | $ 100,697 | ||||||||||||||||||||||||||||
Number of issued for consultant services | shares | 50,000 | ||||||||||||||||||||||||||||
Number of issued for consultant services | $ 195,355 | ||||||||||||||||||||||||||||
MrJoachim Fuchs [Member] | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Number of issued shares of common stock | shares | 3,000 | ||||||||||||||||||||||||||||
Number of value of common stock | $ 8,610 | ||||||||||||||||||||||||||||
Increase in monthly consultancy fee | $ 5,000 | ||||||||||||||||||||||||||||
MrJoachim Fuchs [Member] | Consulting Agreements [Member] | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Number of issued shares of common stock | shares | 9,000 | 9,000 | 9,000 | ||||||||||||||||||||||||||
Number of value of common stock | $ 38,790 | ||||||||||||||||||||||||||||
Monthly consultancy fee | $ 1,600 | ₪ 5,000 | |||||||||||||||||||||||||||
Stock options description | options to purchase 42,098 shares which represented 1.5% of the Company’s’ outstanding capital stock as of the date of the agreement of which (1) 0.5% of such options shall have an exercise price of $1 and shall vest in 4 equal installments during the 12 month period commencing on the Effective Date (January 1, 2022), (2) 0.5% of such options shall have an exercise price of $1.25 and shall vest in 4 equal installments during the 12 month 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 vest in 4 equal installments during the 12 month period following the 24 month anniversary of the Effective Date. | options to purchase 42,098 shares which represented 1.5% of the Company’s’ outstanding capital stock as of the date of the agreement of which (1) 0.5% of such options shall have an exercise price of $1 and shall vest in 4 equal installments during the 12 month period commencing on the Effective Date (January 1, 2022), (2) 0.5% of such options shall have an exercise price of $1.25 and shall vest in 4 equal installments during the 12 month 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 vest in 4 equal installments during the 12 month period following the 24 month anniversary of the Effective Date. | |||||||||||||||||||||||||||
Option to purchase of share | $ 42,098 | ||||||||||||||||||||||||||||
Share-based compensation option to fair value | $ 90,665 | ||||||||||||||||||||||||||||
Under Written Public [Member] | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||
Number of issued shares of common stock | shares | 1,600,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Options Outstanding, Begining | 192,576 | 206,862 |
Weighted Average Exercise Price, Beginning | $ 3.38 | $ 3.37 |
Number of Options, Granted | 42,098 | |
Weighted Average Exercise Price, Granted | $ 1.25 | |
Number of Options, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Options, Forfeited | (2,381) | |
Weighted Average Exercise Price, Forfeited | $ 3.15 | |
Number of Options, Expired | (11,905) | |
Weighted Average Exercise Price, Expired | $ 3.15 | |
Number of Options, Exercised | ||
Number of Options Outstanding, Ending | 234,674 | 192,576 |
Weighted Average Exercise Price, Ending | $ 3 | $ 3.38 |
Number of Options Exercisable | 206,609 | |
Weighted Average Exercise Price, Exercisable | $ 3.22 |
SCHEDULE OF ESTIMATED FAIR VALU
SCHEDULE OF ESTIMATED FAIR VALUE OF OPTIONS GRANTED (Details) - $ / shares | 12 Months Ended | |||
Apr. 02, 2022 | Dec. 31, 2022 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Dividend yield | 0% | 0% | ||
Expected volatility (%) | [1] | 55.37% | ||
Share price (US dollars) | $ 2.87 | |||
Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Expected volatility (%) | [1] | 64.89% | ||
Risk-free interest rate (%) | [2] | 3.48% | ||
Expected term of options (years) | 2 years | 6 years 3 months 21 days | [3] | |
Exercise price (US dollars) | $ 1.5 | |||
Fair value (US dollars) | $ 2.2 | |||
Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Risk-free interest rate (%) | [2] | 3.46% | ||
Expected term of options (years) | 1 year | 5 years 3 months 21 days | [3] | |
Exercise price (US dollars) | $ 1 | |||
Fair value (US dollars) | $ 2.1 | |||
[1]Due to the low trading volume of the Company’s Common Stock and lack of historical information, 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 $ zero |
SCHEDULE OF ESTIMATED FAIR VA_2
SCHEDULE OF ESTIMATED FAIR VALUE OF OPTIONS GRANTED (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 | |
US Government Loans [Member] | |
Short-Term Debt [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0% |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Aug. 29, 2022 | Sep. 22, 2020 | Jul. 02, 2020 | Jun. 23, 2020 | Oct. 18, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 15, 2022 | May 13, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock options granted during the period | 42,098 | ||||||||
Stock options shares exercisable | 206,609 | ||||||||
Intrinsic value of awards | $ 0 | $ 120,614 | |||||||
Shares issued price per share | $ 0.76 | $ 4.01 | $ 3 | $ 11 | |||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 90,665 | ||||||||
Share-Based Payment Arrangement, Noncash Expense | 84,171 | $ 186,438 | |||||||
Employees and Directors [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Award vesting period exercisable | 3 years | ||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 84,171 | $ 223,216 | |||||||
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] | |||||||||
Stock options granted during the period | 71,431 | 21,143 | 91,016 | ||||||
Stock options shares exercisable | 190,477 | ||||||||
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 | |||||||
Award vesting percenatage | 12.50% | 12.50% | |||||||
Fair value of the options | $ 344,767 | ||||||||
Share options increased | 99,466 | ||||||||
Number of common stock issuable | 289,943 | ||||||||
2018 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock options granted during the period | 190,477 | ||||||||
2022 Equity Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock options shares exercisable | 1,000,000 | ||||||||
2022 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock options granted during the period | 1,000,000 | ||||||||
2022 Equity Share Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock options granted during the period | 957,902 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 12 Months Ended | |||||||||
Jul. 28, 2022 | Jun. 26, 2022 | Apr. 02, 2022 | Apr. 02, 2022 | Feb. 01, 2022 | May 13, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Warrants to purchase shares | 60,000 | 60,000 | ||||||||
Share price | $ 2.87 | |||||||||
Issuance of shares, net of issuance costs, shares | 1,090,909 | |||||||||
Volatility rate | [1] | 55.37% | ||||||||
Dividend yields | 0% | 0% | ||||||||
Stock based compensation | $ 84,171 | $ 186,438 | ||||||||
Risk free interest rate | 1.72% | |||||||||
Risk free interest rate | 2.44% | |||||||||
Expected volatility | 52.14% | |||||||||
Expected volatility | 63.36% | |||||||||
Cash liabilirty | $ 40,350 | $ 40,350 | ||||||||
Minimum [Member] | ||||||||||
Risk free rate | [2] | 3.46% | ||||||||
Expected term | 1 year | 5 years 3 months 21 days | [3] | |||||||
Maximum [Member] | ||||||||||
Risk free rate | [2] | 3.48% | ||||||||
Volatility rate | [1] | 64.89% | ||||||||
Expected term | 2 years | 6 years 3 months 21 days | [3] | |||||||
Vest Upon Laps of 12 Months [Member] | ||||||||||
Warrants to purchase shares | 20,000 | 20,000 | ||||||||
Vest Upon Laps of 18 Months [Member] | ||||||||||
Warrants to purchase shares | 20,000 | 20,000 | ||||||||
Warrant exercise | $ 8 | |||||||||
Warrants or rights | $ 9.50 | $ 9.50 | ||||||||
Vest Upon Laps of 24 Months [Member] | ||||||||||
Warrants to purchase shares | 20,000 | 20,000 | ||||||||
Warrants or rights | $ 4.50 | $ 11 | $ 11 | |||||||
Common Stock [Member] | ||||||||||
Issuance of shares, net of issuance costs, shares | 1,600,000 | 1,090,909 | ||||||||
Letter Agreement [Member] | ||||||||||
Warrants to purchase shares | 30,960 | |||||||||
Allocated share based compensation expense | $ 30,600 | |||||||||
Letter Agreement [Member] | February 2022 Warrant [Member] | ||||||||||
Warrants to purchase shares | 77,400 | |||||||||
Share price | $ 0.05 | |||||||||
Issuance of shares, net of issuance costs, shares | 15,480 | |||||||||
Risk free rate | 1.35% | |||||||||
Volatility rate | 52.14% | |||||||||
Dividend yields | 0% | 0% | ||||||||
Expected term | 9 months | |||||||||
Fair value | $ 332,859 | |||||||||
Stock based compensation | $ 138,692 | |||||||||
Risk free interest rate | 2.52% | |||||||||
Risk free interest rate | 2.79% | |||||||||
Expected volatility | 52.12% | |||||||||
Expected volatility | 56.48% | |||||||||
Cash liabilirty | $ 7,009 | |||||||||
Letter Agreement [Member] | February 2022 Warrant [Member] | Minimum [Member] | ||||||||||
Expected term | 6 months | |||||||||
Letter Agreement [Member] | February 2022 Warrant [Member] | Maximum [Member] | ||||||||||
Expected term | 1 year | |||||||||
April Investor Relation Agreement [Member] | ||||||||||
Warrants to purchase shares | 20,000 | |||||||||
Warrants or rights | $ 6 | |||||||||
April Investor Relation Agreement [Member] | Common Stock [Member] | ||||||||||
Warrants to purchase shares | 40,000 | |||||||||
[1]Due to the low trading volume of the Company’s Common Stock and lack of historical information, 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 $ zero |
SCHEDULE OF COST OF SALES (Deta
SCHEDULE OF COST OF SALES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cost of sales | $ 158,313 | $ 135,943 |
Salaries and Related Expenses [Member] | ||
Cost of sales | 32,583 | 100,558 |
Share Based Compensation [Member] | ||
Cost of sales | 11,540 | |
Materials [Member] | ||
Cost of sales | 77,281 | 9,882 |
Vehicle Maintenance [Member] | ||
Cost of sales | 18,175 | 1,533 |
Travel Expenses [Member] | ||
Cost of sales | 4,115 | 7,641 |
Other Expenses [Member] | ||
Cost of sales | $ 26,159 | $ 4,789 |
SCHEDULE OF RESEARCH AND DEVELO
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Research and development expenses | $ 770,826 | $ 538,684 |
Salaries and Related Expenses [Member] | ||
Research and development expenses | 438,217 | 176,520 |
Share Based Compensation [Member] | ||
Research and development expenses | 3,024 | 19,235 |
Professional Fees [Member] | ||
Research and development expenses | 120,360 | 238,784 |
Depreciation [Member] | ||
Research and development expenses | 22,034 | 38,166 |
Travel Expenses [Member] | ||
Research and development expenses | 229 | 3,836 |
Vehicle Maintenance [Member] | ||
Research and development expenses | 30,887 | 15,253 |
Rent and Asset Management [Member] | ||
Research and development expenses | 35,556 | 4,925 |
Laboratory and Field Tests [Member] | ||
Research and development expenses | 89,717 | 20,025 |
Other Expenses [Member] | ||
Research and development expenses | $ 30,802 | $ 21,940 |
SCHEDULE OF GENERAL AND ADMINIS
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
General and administrative expense | $ 4,716,909 | $ 4,266,854 |
Professional Services [Member] | ||
General and administrative expense | 2,575,294 | 2,527,076 |
Salaries and Related Expenses [Member] | ||
General and administrative expense | 297,848 | 214,570 |
Share Based Compensation [Member] | ||
General and administrative expense | 934,188 | 598,699 |
Legal Expenses [Member] | ||
General and administrative expense | 108,814 | 160,814 |
Insurance [Member] | ||
General and administrative expense | 473,650 | 473,985 |
Rent and Office Maintenance [Member] | ||
General and administrative expense | 50,361 | 21,069 |
Registration Fees [Member] | ||
General and administrative expense | 233,350 | 233,395 |
Communications [Member] | ||
General and administrative expense | 1,432 | 822 |
Depreciation [Member] | ||
General and administrative expense | 8,114 | 20,040 |
Other Expenses [Member] | ||
General and administrative expense | $ 33,858 | $ 16,384 |
SCHEDULE OF FINANCING EXPENSES
SCHEDULE OF FINANCING EXPENSES NET (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financing Income Expenses Net | ||
Interest and amortization expenses | $ 33,741 | $ (8,339) |
Currency exchange differences | 14,857 | (9,667) |
Changes in fair value of convertible loans | (107,518) | |
Bank charges and other finance expenses, net | (8,797) | (36,213) |
Financing expenses net | $ 39,801 | $ (161,737) |
SCHEDULE OF INCOME TAX EXPENSES
SCHEDULE OF INCOME TAX EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Pretax loss | $ 5,779,841 | $ 4,865,376 |
Federal tax rate | 21% | 21% |
Income tax computed at the federal income tax rate | $ 1,213,767 | $ 1,021,729 |
Non-deductible expenses | (1,506) | (12,999) |
Share-based compensation | (19,359) | (138,270) |
Differences in corporate income tax rates | 52,813 | 58,764 |
Remeasurement of deferred taxes for foreign currency effects | (365,167) | |
Changes in valuation allowance | (880,548) | (929,224) |
Income tax expenses |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Employees and related institutions | $ 6,927 | $ 11,663 |
Operating loss carry-forwards | 4,378,800 | 3,304,604 |
Operating lease liabilities | 24,328 | 29,615 |
Share-based compensation | 182,212 | |
Others | 241,325 | |
Total deferred tax assets | 4,833,592 | 3,345,882 |
Right-of-use asset | (27,894) | (29,518) |
Total deferred tax liabilities | (27,894) | (29,518) |
Net deferred tax assets | 4,805,698 | 3,316,364 |
Valuation allowance | (4,805,698) | (3,316,364) |
Deferred tax assets and liabilities |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Federal tax rate | 21% | 21% |
Income Tax Examination, Description | Income of the Israeli company is taxable at enacted tax rate of 23%. | |
Net change in valuation allowances | $ 1,489,334 | |
Minimum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Operating loss carryforwards | 6,034,551 | |
Taxable income | 770,787 | |
Maximum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Operating loss carryforwards | 13,528,454 | |
Taxable income | $ 18,792,218 |
SCHEDULE OF BASIC AND DILUTED L
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Earnings Per Share [Abstract] | |||
Weighted average number of shares of Common Stock outstanding attributable to shareholders | 3,498,273 | 2,343,088 | |
Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*) | [1] | 234,674 | 192,576 |
[1]The effect of the inclusion of option and convertible loans in 2022 and 2021 is anti-dilutive. |
SCHEDULE OF TRANSACTIONS AND BA
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Salaries and fees to officers | $ 4,716,909 | $ 4,266,854 |
Stock based compensation | 84,171 | 186,438 |
Research and development expenses | 770,826 | 538,684 |
Salaries and fees to officers | (158,313) | (135,943) |
Selling and marketing expenses | 567,598 | 200,299 |
Salaries and Related Expenses [Member] | ||
Related Party Transaction [Line Items] | ||
Other accounts payables | 103,497 | 113,845 |
General and Administrative Expense [Member] | ||
Related Party Transaction [Line Items] | ||
General and administrative expenses net | 1,085,039 | 953,922 |
Stock based compensation | 124,508 | 104,362 |
General and Administrative Expense [Member] | Directors Compensation [Member] | ||
Related Party Transaction [Line Items] | ||
Salaries and fees to officers | 419,057 | 230,943 |
General and Administrative Expense [Member] | Salaries and Fees to Officers [Member] | ||
Related Party Transaction [Line Items] | ||
Salaries and fees to officers | 665,982 | 722,979 |
Research and Development Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Stock based compensation | 3,024 | 22,481 |
Research and Development Expense [Member] | Salaries and Fees to Officers [Member] | ||
Related Party Transaction [Line Items] | ||
Research and development expenses | 276,738 | 309,168 |
Cost of Sales [Member] | ||
Related Party Transaction [Line Items] | ||
Stock based compensation | 13,489 | |
Cost of Sales [Member] | Salaries and Fees to Officers [Member] | ||
Related Party Transaction [Line Items] | ||
Salaries and fees to officers | (49,913) | |
Selling and Marketing Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Stock based compensation | 3,024 | 8,992 |
Selling and Marketing Expense [Member] | Salaries and Fees to Officers [Member] | ||
Related Party Transaction [Line Items] | ||
Selling and marketing expenses | $ 169,013 | $ 89,299 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) | Aug. 29, 2022 USD ($) | Aug. 27, 2022 USD ($) | Apr. 18, 2022 USD ($) | Jun. 23, 2021 USD ($) | Jun. 23, 2021 ILS (₪) | Nov. 05, 2020 USD ($) |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Deferred compensation 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. | ||||
Annual fees | $ 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 | |||||
Mr.David Palach [Member] | Consulting Agreements [Member] | Maximum [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Monthly consultancy fee | 6,000 | |||||
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 | |||||
Reimbursement expenses | $ 500 | |||||
Deferred compensation 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] | Consulting Agreements [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Monthly consultancy fee | 5,000 | |||||
Reimbursement expenses | $ 500 | |||||
Ms Bardas [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Bonus received | $ 25,000 | |||||
Ms Bardas [Member] | Maximum [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Monthly consultancy fee | 8,000 | |||||
Ms Bardas [Member] | Minimum [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Monthly consultancy fee | 5,500 | |||||
Director [Member] | Consulting Agreements [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Monthly consultancy fee | 25,000 | |||||
Director [Member] | Consulting Agreements [Member] | Minimum [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Monthly consultancy fee | 10,575 | $ 7,575 | ||||
Lital Barda [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Bonus received | $ 25,000 | $ 25,000 |
SCHEDULE OF INFORMATION ON SALE
SCHEDULE OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from sales of products | $ 394,004 | $ 438,141 |
UNITED STATES | ||
Revenues from sales of products | 163,644 | 201,455 |
MEXICO | ||
Revenues from sales of products | 154,425 | 221,025 |
ISRAEL | ||
Revenues from sales of products | 29,998 | 15,661 |
TURKEY | ||
Revenues from sales of products | $ 45,937 |
SCHEDULE OF SALES TO CUSTOMERS
SCHEDULE OF SALES TO CUSTOMERS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from sales of products | $ 394,004 | $ 438,141 |
Customer A [Member] | ||
Revenues from sales of products | 163,644 | 201,455 |
Customer B [Member] | ||
Revenues from sales of products | 154,425 | 221,025 |
Customer C [Member] | ||
Revenues from sales of products | 45,937 | |
Customer [Member] | ||
Revenues from sales of products | $ 364,006 | $ 422,480 |
SCHEDULE OF INFORMATION ON LONG
SCHEDULE OF INFORMATION ON LONG LIVED ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, plant and equipment and ROU assets | $ 219,769 | $ 230,557 |
ISRAEL | ||
Property, plant and equipment and ROU assets | 207,779 | 197,563 |
UNITED STATES | ||
Property, plant and equipment and ROU assets | $ 11,990 | $ 32,994 |
GEOGRAPHIC AREAS AND MAJOR CU_3
GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
Single Customer [Member] | Revenue, Segment Benchmark [Member] | Customer Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration Risk, Percentage | 10% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Jan. 26, 2023 | Jan. 20, 2023 $ / shares shares | Jan. 19, 2023 USD ($) shares | Jan. 19, 2023 ILS (₪) shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Subsequent Event [Line Items] | ||||||
Common stock, shares, issued | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Agreement description | The Company shall pay a success fee (the “Success Fee”) in the amount equal to 6% of the gross proceeds received by the Company under the Equity Purchase Agreement to be paid within five working days of each receipt of funds. However, with respect to any amount received by the Company from certain investors, the Success Fee shall be 5% | |||||
Subsequent Event [Member] | Cheif Operating Officer [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Bonus | $ 17,000 | ₪ 60,000 | ||||
Number of shares issued | 7,000 | 7,000 | ||||
Subsequent Event [Member] | Consulting Agreement [Member] | Board of Directors Chairman [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares, issued | 15,000 | |||||
Restricted, shares | 70,000 | |||||
Common Stock [Member] | Subsequent Event [Member] | Consulting Agreement [Member] | Board of Directors Chairman [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares, issued | 25,000 | |||||
Common stock, shares, issued | $ / shares | $ 0.0001 |