Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Registrant Name | SAVE FOODS, INC. |
Entity Central Index Key | 0001789192 |
Entity Tax Identification Number | 26-4684680 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | HaPardes 134 (Meshek Sander) |
Entity Address, City or Town | Neve Yarak |
City Area Code | (347) |
Local Phone Number | 468-9583 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | Suite 200 |
Entity Address, City or Town | Carson City |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89701 |
City Area Code | 888 |
Local Phone Number | 528-2677 |
Contact Personnel Name | VCorp Services, LLC |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Current Assets | ||||||
Cash and cash equivalents | $ 1,934,634 | $ 5,700,709 | $ 6,750,938 | |||
Restricted cash | 46,195 | 50,062 | 56,674 | |||
Accounts receivable, net | 45,766 | 192,597 | 172,630 | |||
Prepaid expenses | 707,684 | |||||
Inventories | 90,764 | 81,706 | 22,603 | |||
Other current assets | 20,012 | 247,370 | 226,252 | |||
Total Current assets | 2,845,055 | 6,272,444 | 7,229,097 | |||
Right-of-use asset arising from operating lease | 72,915 | 121,855 | 129,613 | |||
Property and equipment, net | 51,855 | 97,914 | 100,944 | |||
Investment in nonconsolidated affiliate (Note 3) | 2,281,478 | |||||
Funds in respect of employee rights upon retirement | 137,625 | |||||
Total assets | 5,251,303 | 6,492,213 | 7,597,279 | |||
Current Liabilities | ||||||
Short-term loan from banking institutions | 8,390 | |||||
Accounts payable | 415,830 | 419,814 | 539,360 | |||
Other liabilities | 217,643 | 295,035 | 383,554 | |||
Total current liabilities | 633,473 | 714,849 | 931,304 | |||
Operating lease liabilities | 40,023 | 87,287 | ||||
Liability for employee rights upon retirement | 166,077 | |||||
Total liabilities | 633,473 | 754,872 | 1,184,668 | |||
Stockholders’ Equity (*) | ||||||
Common Stock, $ 0.0001 par value (“Common Stock”): 495,000,000 shares authorized as of September 30, 2023 and December 31, 2022; issued and outstanding 1,445,558 and 688,272 shares as of September 30, 2023 and December 31, 2022, respectively. | 146 | [1] | 69 | [1],[2] | 43 | [2] |
Preferred stock of $ 0.0001 par value (“Preferred Stock”): 5,000,000 shares authorized as of September 30, 2023 and December 31, 2022; issued and outstanding 0 shares as of September 30, 2023 and December 31, 2022. | [1] | [1],[2] | [2] | |||
Additional paid-in capital | 32,238,304 | [1] | 28,710,412 | [1],[2] | 23,607,741 | [2] |
Foreign currency translation adjustments | (26,275) | [1] | (26,275) | [1],[2] | (26,275) | [2] |
Accumulated deficit | (27,626,606) | [1] | (22,837,827) | [1],[2] | (17,098,227) | [2] |
Total Company’s stockholders’ equity | 4,585,569 | [1] | 5,846,379 | [1],[2] | 6,483,282 | [2] |
Non-controlling interests | 32,261 | (109,038) | [2] | (70,671) | [2] | |
Total equity | 4,617,830 | 5,737,341 | 6,412,611 | |||
Total liabilities and equity | $ 5,251,303 | $ 6,492,213 | $ 7,597,279 | |||
[1]Adjusted to reflect one |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 495,000,000 | 495,000,000 | 495,000,000 |
Common stock, shares outstanding | 1,445,558 | 688,272 | 429,953 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, shares issued | 1,445,558 | 688,272 | |
Preferred stock, shares issued | 0 | 0 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||||||
Income Statement [Abstract] | ||||||||||||
Revenues from sales of products | $ 51,233 | $ 157,618 | $ 169,943 | $ 394,004 | $ 438,141 | |||||||
Cost of sales | (24,402) | (70,229) | (79,249) | (158,313) | (135,943) | |||||||
Gross profit (loss) | 26,831 | 87,389 | 90,694 | 235,691 | 302,198 | |||||||
Research and development expenses | (1,693,205) | (198,501) | (1,828,970) | (521,239) | (770,826) | (538,684) | ||||||
Selling and marketing expenses | (60,462) | (117,107) | (217,907) | (440,156) | (567,598) | (200,299) | ||||||
General and administrative expenses | (1,103,257) | (1,479,064) | (3,481,408) | (3,519,746) | (4,716,909) | (4,266,854) | ||||||
Operating loss | (2,856,924) | (1,767,841) | (5,440,896) | (4,390,447) | (5,819,642) | (4,703,639) | ||||||
Financing income (expenses), net | 10,579 | (1,334) | 43,666 | 17,498 | 39,801 | (161,737) | ||||||
Other income | 12,294 | |||||||||||
Changes in fair value of an investment in an associate measured under the fair value option | (189,683) | (87,576) | ||||||||||
Net loss | (3,036,028) | (1,769,175) | (5,472,512) | (4,372,949) | (5,779,841) | (4,865,376) | ||||||
Less: net loss attributable to non-controlling interests | 670,432 | 9,762 | 683,733 | 27,116 | 40,241 | 44,796 | ||||||
Net loss attributable to the Company’s stockholders’ equity | $ (2,365,596) | $ (1,759,413) | $ (4,788,779) | $ (4,345,833) | $ (5,739,600) | $ (4,820,580) | ||||||
Loss per share (basic) | $ (1.78) | [1] | $ (3.15) | [1] | $ (4.69) | [1] | $ (9.12) | [1] | $ (10.85) | [2] | $ (13.25) | [2] |
Loss per share (diluted) | $ (1.78) | [1] | $ (3.15) | [1] | $ (4.69) | [1] | $ (9.12) | [1] | $ (10.85) | [2] | $ (13.25) | [2] |
Weighted average number of shares outstanding, basic | 1,331,070 | [1] | 557,827 | [1] | 1,020,339 | [1] | 476,314 | [1] | 528,776 | [2] | 363,739 | |
Weighted average number of shares outstanding, diluted | 1,331,070 | [1] | 557,827 | [1] | 1,020,339 | [1] | 476,314 | [1] | 528,776 | [2] | 363,739 | [2] |
[1]Adjusted to reflect one |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Comprehensive Loss (Parenthetical) | 1 Months Ended | |||
Oct. 04, 2023 | Oct. 02, 2023 | Feb. 23, 2021 | Oct. 31, 2023 | |
Subsequent Event [Line Items] | ||||
Stockholders' Equity, Reverse Stock Split | one for seven reverse stock split | 7 to 1 reverse stock split | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Stockholders' Equity, Reverse Stock Split | reverse stock split of the Common Stock, by a ratio of no less than 1-for-7 and no more than 1-for-10 | one |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Changes in Stockholders' Equity - 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 | $ 25 | $ 11,867,721 | $ (26,275) | $ (12,277,647) | $ (436,176) | $ (29,277) | $ (465,453) | |
Balance, shares at Dec. 31, 2020 | 258,553 | |||||||
Issuance of shares, net of issuance costs of $696,670 | $ 16 | 10,457,846 | 10,457,862 | 10,457,862 | ||||
Issuance of shares, net of issuance costs, shares | 155,845 | |||||||
Issuance of shares for exchange agreement | $ 1 | 648,409 | 648,410 | 648,410 | ||||
Issuance of shares for exchange agreement, shares | 9,555 | |||||||
Share based compensation to employees and directors | 219,814 | 219,814 | 3,402 | 223,216 | ||||
Issuance of shares to employees and services providers | $ 1 | 413,951 | 413,952 | 413,952 | ||||
Issuance of shares to employees and services providers, shares | 6,000 | |||||||
Comprehensive loss for the period | (4,820,580) | (4,820,580) | (44,796) | (4,865,376) | ||||
BALANCE at Dec. 31, 2021 | $ 43 | 23,607,741 | (26,275) | (17,098,227) | 6,483,282 | (70,671) | 6,412,611 | |
Balance, shares at Dec. 31, 2021 | 429,953 | |||||||
Issuance of shares to employees and services providers | $ 1 | 279,142 | 279,143 | 591 | 279,734 | |||
Issuance of shares to employees and services providers, shares | 5,072 | |||||||
Comprehensive loss for the period | (1,329,750) | (1,329,750) | (10,020) | (1,339,770) | ||||
Share based compensation to employees and directors | 11,642 | 11,642 | 180 | 11,822 | ||||
BALANCE at Mar. 31, 2022 | $ 44 | 23,898,525 | (26,275) | (18,427,977) | 5,444,317 | (79,920) | 5,364,397 | |
Balance, shares at Mar. 31, 2022 | 435,025 | |||||||
BALANCE at Dec. 31, 2021 | $ 43 | 23,607,741 | (26,275) | (17,098,227) | 6,483,282 | (70,671) | 6,412,611 | |
Balance, shares at Dec. 31, 2021 | 429,953 | |||||||
Comprehensive loss for the period | (4,372,949) | |||||||
BALANCE at Sep. 30, 2022 | $ 68 | 28,583,046 | (26,275) | (21,444,060) | 7,112,779 | (96,201) | 7,016,578 | |
Balance, shares at Sep. 30, 2022 | 679,687 | |||||||
BALANCE at Dec. 31, 2021 | $ 43 | 23,607,741 | (26,275) | (17,098,227) | 6,483,282 | (70,671) | 6,412,611 | |
Balance, shares at Dec. 31, 2021 | 429,953 | |||||||
Issuance of shares, net of issuance costs of $696,670 | $ 23 | 4,103,307 | 4,103,330 | 4,103,330 | ||||
Issuance of shares, net of issuance costs, shares | 228,572 | |||||||
Issuance of shares to employees and services providers | $ 3 | 916,476 | 916,479 | 591 | 917,070 | |||
Issuance of shares to employees and services providers, shares | 29,747 | |||||||
Comprehensive loss for the period | (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 | $ 69 | 28,710,412 | (26,275) | (22,837,827) | 5,846,379 | (109,038) | 5,737,341 | |
Balance, shares at Dec. 31, 2022 | 688,272 | |||||||
BALANCE at Mar. 31, 2022 | $ 44 | 23,898,525 | (26,275) | (18,427,977) | 5,444,317 | (79,920) | 5,364,397 | |
Balance, shares at Mar. 31, 2022 | 435,025 | |||||||
Issuance of shares to employees and services providers | [1] | $ 44 | 283,114 | 283,118 | 283,118 | |||
Issuance of shares to employees and services providers, shares | 4,873 | |||||||
Comprehensive loss for the period | (1,256,670) | (1,256,670) | (7,334) | (1,264,004) | ||||
Share based compensation to employees and directors | 5,098 | 5,098 | 79 | 5,177 | ||||
BALANCE at Jun. 30, 2022 | $ 44 | 24,186,741 | (26,275) | (19,684,647) | 4,475,863 | (87,175) | 4,388,688 | |
Balance, shares at Jun. 30, 2022 | 439,898 | |||||||
Issuance of shares, net of issuance costs of $696,670 | $ 23 | 4,103,307 | 4,103,330 | 4,103,330 | ||||
Issuance of shares, net of issuance costs, shares | 228,572 | |||||||
Issuance of shares to employees and services providers | $ 1 | 245,463 | 245,464 | 245,464 | ||||
Issuance of shares to employees and services providers, shares | 11,217 | |||||||
Comprehensive loss for the period | (1,759,413) | (1,759,413) | (9,762) | (1,769,175) | ||||
Share based compensation to employees and directors | 47,535 | 47,535 | 736 | 48,271 | ||||
BALANCE at Sep. 30, 2022 | $ 68 | 28,583,046 | (26,275) | (21,444,060) | 7,112,779 | (96,201) | 7,016,578 | |
Balance, shares at Sep. 30, 2022 | 679,687 | |||||||
BALANCE at Dec. 31, 2022 | $ 69 | 28,710,412 | (26,275) | (22,837,827) | 5,846,379 | (109,038) | 5,737,341 | |
Balance, shares at Dec. 31, 2022 | 688,272 | |||||||
Issuance of shares to employees and services providers | $ 1 | 67,613 | 67,614 | 67,614 | ||||
Issuance of shares to employees and services providers, shares | 6,288 | |||||||
Comprehensive loss for the period | (1,713,678) | (1,713,678) | (7,871) | (1,721,549) | ||||
Share based compensation to employees and directors | $ 14 | 691,005 | 691,019 | 201 | 691,220 | |||
Share based compensation to employees and directors, shares | 142,860 | |||||||
BALANCE at Mar. 31, 2023 | $ 84 | 29,469,030 | (26,275) | (24,551,505) | 4,891,334 | (116,708) | 4,774,626 | |
Balance, shares at Mar. 31, 2023 | 837,420 | |||||||
BALANCE at Dec. 31, 2022 | $ 69 | 28,710,412 | (26,275) | (22,837,827) | 5,846,379 | (109,038) | 5,737,341 | |
Balance, shares at Dec. 31, 2022 | 688,272 | |||||||
Issuance of shares, net of issuance costs of $696,670 | $ 47,680 | |||||||
Comprehensive loss for the period | (5,472,512) | |||||||
BALANCE at Sep. 30, 2023 | $ 146 | 32,238,304 | (26,275) | (27,626,606) | 4,585,569 | 32,261 | 4,617,830 | |
Balance, shares at Sep. 30, 2023 | 1,445,558 | |||||||
BALANCE at Mar. 31, 2023 | $ 84 | 29,469,030 | (26,275) | (24,551,505) | 4,891,334 | (116,708) | 4,774,626 | |
Balance, shares at Mar. 31, 2023 | 837,420 | |||||||
Issuance of shares for exchange agreement | $ 17 | 826,688 | 826,705 | 826,705 | ||||
Issuance of shares for exchange agreement, shares | 166,340 | |||||||
Issuance of shares to employees and services providers | $ 14 | 670,226 | 670,240 | 670,240 | ||||
Issuance of shares to employees and services providers, shares | 135,926 | |||||||
Comprehensive loss for the period | (709,505) | (709,505) | (5,430) | (714,935) | ||||
Share based compensation to employees and directors | 5,699 | 5,699 | 88 | 5,787 | ||||
BALANCE at Jun. 30, 2023 | $ 115 | 30,971,643 | (26,275) | (25,261,010) | 5,684,473 | (122,050) | 5,562,423 | |
Balance, shares at Jun. 30, 2023 | 1,139,686 | |||||||
Issuance of shares for exchange agreement | $ 22 | 997,002 | 997,024 | 664,683 | 1,661,707 | |||
Issuance of shares for exchange agreement, shares | 223,008 | |||||||
Issuance of shares to employees and services providers | $ 6 | 302,817 | 302,823 | 302,823 | ||||
Issuance of shares to employees and services providers, shares | 56,640 | |||||||
Comprehensive loss for the period | (2,365,596) | (2,365,596) | (670,432) | (3,036,028) | ||||
Share based compensation to employees and directors | 3,857 | 3,857 | 60 | 3,917 | ||||
Issuance of shares for standby equity purchase agreement | $ 3 | 122,985 | 122,988 | 122,988 | ||||
Stock issued during period, shares equity purchase agreement | 26,224 | |||||||
Transactions with non-controlling interests | (160,000) | (160,000) | 160,000 | |||||
BALANCE at Sep. 30, 2023 | $ 146 | $ 32,238,304 | $ (26,275) | $ (27,626,606) | $ 4,585,569 | $ 32,261 | $ 4,617,830 | |
Balance, shares at Sep. 30, 2023 | 1,445,558 | |||||||
[1]Adjusted to reflect one |
Condensed Consolidated Interi_6
Condensed Consolidated Interim Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock [Member] | |||
Payments of Stock Issuance Costs | $ 696,670 | $ 696,670 | $ 1,542,138 |
Condensed Consolidated Interi_7
Condensed Consolidated Interim Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Loss for the period | $ (5,472,512) | $ (4,372,949) | $ (5,779,841) | $ (4,865,376) |
Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||||
Depreciation | 35,564 | 30,528 | 54,719 | 57,195 |
Decrease in liability for employee rights upon retirement, net | (17,758) | (28,452) | (6,819) | |
Issuance of shares to employees and services providers | 1,243,160 | 641,463 | 856,064 | 450,730 |
Non- cash expenses in the Yaaran purchase transaction | 1,661,707 | |||
Share based compensation to employees and directors | 18,164 | 65,270 | ||
Loss on investment in nonconsolidated affiliate | 87,576 | |||
Interest expenses on loans | (643) | |||
Gain from sales of property and equipment | (12,294) | (12,294) | ||
Expenses on convertible loans | 116,462 | |||
Exchange rate differences on operating leases | (3,446) | (13,912) | (13,731) | |
Decrease in accounts receivable | 146,831 | 123,301 | (19,967) | (24,689) |
Increase in inventory | (9,058) | (62,258) | (59,103) | (6,247) |
Decrease (increase) in other current assets | 122,936 | (241,566) | 39,888 | (200,673) |
Decrease in accounts payable | (12,470) | (190,203) | (116,580) | 337,680 |
Decrease in other liabilities | (65,027) | (87,975) | (112,083) | (158,008) |
Decrease in operating lease expense | 66,647 | |||
Change in operating lease liability | (68,858) | |||
Net cash used in operating activities | (2,258,869) | (4,126,702) | (5,097,126) | (4,113,307) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of property and equipment | (47,593) | (51,689) | (67,749) | |
Investment in nonconsolidated affiliate | (1,542,348) | |||
Proceeds from sales of property and equipment | 22,789 | |||
Decrease in funds in respect of employee rights upon retirement | 12,163 | |||
Net cash used in investing activities | (1,519,559) | (35,430) | (51,689) | (67,749) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from convertible loans | 274,000 | |||
Repayments of long-term loans from banking institutions | (5,889) | (8,390) | (7,875) | |
Repayments of right of use asset arising from operating leases | (38,971) | |||
Proceeds from stock issued for cash, net of issuance costs | 4,103,330 | 4,103,330 | 10,497,862 | |
Net cash provided by financing activities | 4,097,441 | 4,094,940 | 10,725,016 | |
Effect of exchange rate changes on cash and cash equivalents | 8,486 | (3,235) | (2,966) | (1,643) |
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (3,769,942) | (67,926) | (1,056,841) | 6,542,317 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR | 5,750,771 | 6,807,612 | 6,807,612 | 265,295 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 1,980,829 | 6,739,686 | 5,750,771 | 6,807,612 |
Issuance of shares in exchange for investment in nonconsolidated affiliate (see Note 3) | 826,705 | |||
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 | 56,671 | 47,280 | 201,467 | |
Initial recognition of operating lease liability | 56,671 | 47,280 | 201,467 | |
Issuance of shares for future services | $ 603,262 | $ 166,853 | $ 61,006 |
GENERAL
GENERAL | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GENERAL | NOTE 1 - GENERAL A. Save Foods, Inc. (the “Company”) was incorporated on April 1, 2009, under the laws of the State of Delaware. On April 27, 2009, the Company acquired from its stockholders 98.48 % of the issued and outstanding shares of Save Foods Ltd., including preferred and common stock. Save Foods Ltd. was incorporated in 2004 and commenced its operations in 2005. Save Foods Ltd. develops, produces, and focuses on delivering innovative solutions for the food industry aimed at improving food safety and shelf life of fresh produce. On May 13, 2021, the Company completed an underwritten public offering of 1,090,909 shares of its Common Stock for net proceeds of $ 10,457,862 . Commencing on May 14, 2021, the Company’s Common Stock was listed on the Nasdaq Capital Market under the symbol “SVFD”. On August 15, 2022, the Company completed an underwritten public offering of 1,600,000 shares of its Common Stock for net proceeds of $ 4,103,330 . B. Reverse stock split On October 4, 2023, following the 2023 annual meeting of stockholders (see note 9(2) below), one for seven reverse stock split of the Company’s outstanding Common Stock (the “Reverse Stock Split”). The Amendment became As a result of the Reverse Stock Split, every seven 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 and the shares were rounded to the nearest whole number. The authorized capital and par value of the Common Stock remained unchanged. All shares, stock option and per share information in these consolidated financial statements have been restated to reflect the Reverse Stock Split on a retroactive basis. C. Securities Exchange agreement with Plantify On March 31, 2023, the Company entered into the securities exchange agreement with Plantify Foods, Inc. (“Plantify”) - see Note 3 below for further information. D. Stock Exchange Agreement with Yaaran Investments On August 29, 2023, the Company closed exchange transactions (the “Exchange”), pursuant to the terms of a stock exchange agreement, entered on July 11, 2023, as amended on July 24, 2023 and August 13, 2023, by and among the Company, Save Foods Ltd., Yaaran Investments Ltd., an Israeli company (“Yaaran”), and a yet-to-be formed Israeli company (“NewCo”), (the “Exchange Agreement”). The closing conditions for the consummation of the Exchange, required, among other things, the incorporation of NewCo in the State of Israel. On August 29, 2023, NewCo was incorporated under the name of “Nitrousink, Ltd.”, and on the same date, Nitrousink, Ltd. issued the Company 4,200,000 shares, representing 60 % of its share capital on a fully diluted pre-closing basis in exchange for 223,008 of Save Foods Inc. shares, issued to Yaaran on July 27, 2023, which amount represented 19.99 % of the Company’s outstanding capital stock as of immediately prior to the Exchange (and 16.66 % of the Company’s outstanding capital stock as of immediately following the Exchange). See also note 4(13) below. As a result, Nitrousink, Ltd. became a majority-owned subsidiary of the Company. As part of the Exchange Agreement, the Company has committed to support Nitrousink’s commercialization efforts of certain technologies researched and developed (the “License”) together with the Government of Israel on behalf of the State of Israel, represented by the Head of Agricultural Research Organization and the Treasurer of A.R.O., by making available up to $1.2 million in three conditional installments. At the Exchange date, Nitrousink was determined to be excluding substantive process as required under the definition of business in accordance with the provisions of ASC Topic 805 “Business Combination”. In addition, it was determined that the License representing IPR&D had no alternative future use and therefore the entire purchase price allocated to the acquired IPR&D was charged to expense at the acquisition date as part of “Research and Development expenses” in the accompanying consolidated statement of operations for the nine months ended September 30, 2023. E. Going concern uncertainty Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $ 28 million. The Company has financed its operations mainly through financing by the issuance of the Company’s equity from various investors. The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of September 30, 2023, management currently is of the opinion that its existing cash will be sufficient to fund operations until the middle of the third quarter of 2024. As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern. Management plans to continue securing sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them, on favorable terms, or at all. If the Company is unsuccessful in securing sufficient financing, it may need to cease operations (See also note 9(1)). The financial statements do not include adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern. SAVE FOODS, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) | NOTE 1 – GENERAL A. Operations Save Foods, Inc. (the “Company”) was incorporated on April 1, 2009, under the laws of the State of Delaware. On April 27, 2009, the Company acquired from its stockholders 98.48 % of the issued and outstanding shares of Save Foods Ltd. (the Company and Save Foods Ltd. collectively, the “Group”), including preferred and Common Stock. Save Foods Ltd. was incorporated in 2004 and commenced its operations in 2005. Save Foods Ltd. develops, produces, and focuses on delivering innovative solutions for the food industry aimed at improving food safety and shelf life of fresh produce. On May 13, 2021, the Company completed an underwritten public offering of 155,845 shares of its Common Stock for net proceeds of $ 10,457,862 . Commencing on May 14, 2021, The Company’s common stock was listed on the Nasdaq Capital under the symbol “SVFD”. On August 15, 2022, the Company completed an underwritten public offering of 228,572 shares of its Common Stock at a price to the public of $ 21.00 per share. The gross proceeds to the Company from this offering were $ 4,800,000 , before deducting underwriting discounts, commissions and other offering expenses, and excluding the exercise of the over-allotment option by the underwriter, which was not exercised in an amount totaling $ 696,670 resulting in net proceeds of $ 4,103,330 The Company granted the underwriter a 45-day option to purchase up to 34,286 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 11,429 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 ($26.25 ). The underwriter’s warrants are exercisable at any time and from time to time, in whole or in part, during the four and a half year period commencing 180 days from the effective date of the registration statement. B. Reverse stock split 2021 On February 23, 2021, the Company amended its Certificate of Incorporation to effect a 7 to 1 reverse stock split of the Company’s outstanding Common Stock. As a result of the reverse stock split, every 7 shares of the Company’s outstanding Common Stock prior to the effect of that amendment were combined and reclassified into one share of the Company’s Common Stock. No fractional shares were issued in connection with or following the reverse split. The number of authorized capital of the Company’s Common Stock and par value of the shares remained unchanged. All share, stock option and per share information in these consolidated financial statements have been restated to reflect the stock split. C. Reverse stock split 2023 On October 4, 2023, following the 2023 annual meeting of stockholders, the Company filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation in Delaware to effect a one for seven reverse stock split of the Company’s outstanding Common Stock (the “Reverse Stock Split”). The Amendment became effective on October 5, 2023. As a result of the Reverse Stock Split, every seven 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 and the shares were rounded to the nearest whole number. The authorized capital and par value of the Common Stock remained unchanged. All share, stock option and per share information in these consolidated financial statements were adjusted retroactively for all periods presented in these financial statements. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – GENERAL (continue) D. Liquidity Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $ 22,837,827 as of December 31, 2022. The Company has financed its operations mainly through fundraising from various investors. The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of the date of these financial statements, management is of the opinion that its existing cash will be sufficient to meet its obligations for a period which is longer than 12 months from the date of the approval of these consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Basis of presentation The condensed interim consolidated financial statements included in this quarterly report are unaudited. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s financial position as of September 30, 2023, and its results of operations for the three and nine months ended September 30, 2023, and 2022, changes in stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future annual or interim period. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2022 included in such Form 10-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies except for the accounting policies investment in non-consolidated affiliate and for the issuance of shares in connection with the Exchange Agreement as discussed below. Principles of Consolidation The consolidated financial statements are prepared in accordance with U.S. GAAP. The consolidated financial statements of the Company include the Company and its majority-owned subsidiary. All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of unaudited condensed consolidated interim 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 and fair value measurements of investment in nonconsolidated affiliate. Fair value Fair value of certain of the Company’s financial instruments including cash, accounts payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. SAVE FOODS, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue) Fair value (continue) Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations. The Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: SCHEDULE OF FAIR VALUE ASSETS ON RECURRING BASIS As of September 30, 2023 Level 1 Level 2 Level 3 Total US$ Assets: Investment in Plantify 1,252,178 - - 1,252,178 Convertible loan - - 1,029,300 1,029,300 Total assets 1,252,178 - 1,029,300 2,281,478 SAVE FOODS, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue) Fair value (continue) The following table presents the changes in fair value of the Level 1 assets for the period April 5, 2023 through September 30, 2023: SCHEDULE OF CHANGES IN FAIR VALUE OF ASSETS Changes in Fair value US$ Assets: Initial recognition of the investment in Plantify as at April 5, 2023 (*) 929,800 Additional investment in shares of Plantify 417,890 Changes in fair value (95,512 ) Outstanding at September 30, 2023 1,252,178 The following table presents the changes in fair value of the Level 3 assets for the period April 5, 2023 through September 30, 2023: Changes in Fair value US$ Assets: Initial recognition of the convertible loan issued as at April 5, 2023 (*) 1,021,300 Changes in fair value 8,000 Outstanding at September 30, 2023 1,029,300 (*) Relative fair value calculated at inception. Asset acquisitions The Company’s consolidated financial statements include the operations of acquired subsidiaries from the date the Company gains control over them. When the screening test of ASU 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business SAVE FOODS, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) | NOTE 2– SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION 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 and $ 56,674 , respectively, collateral account for the Group’s corporate credit cards and a loan and is classified in current assets. E. Accounts receivables The Group maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and its customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. As of December 31, 2022, and 2021, an allowance for doubtful debts in the amount of $ 24,259 and $ 27,450 , respectively, is reflected in net accounts receivable. The Group does not have any off-balance-sheet credit exposure related to its customers. F. Property, plant and equipment, net 1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Comprehensive Loss. 2. Rates of depreciation: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT DEPRECIATION RATES % Furniture and office equipment 7 - 15 Machines 10 - 15 Computers 33 Vehicle 15 G. Impairment of long-lived assets The Group’s long-lived assets are reviewed for impairment in accordance with ASC Topic 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. No impairment expenses were recorded during the years ended December 31, 2022 or 2021. 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 , and $ 22,507 , respectively. 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 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 and $ 21,999 respectively, and additional property and equipment were purchased in an amount of $ 51,689 and $ 67,749 for the year ended December 31, 2022 and 2021, respectively. |
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) |
COMMITMENTS
COMMITMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS | NOTE 6 – COMMITMENTS 1. On January 26, 2023, the Company entered into an Advisory Agreement with a consultant for a period of ninety days which may be extended for any term mutually acceptable to the parties thereto. 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% . On July 20, 2023, the Company and the consultant extended the term of the agreement until October 12, 2023. As of September 30, 2023 no such Success Fee was paid or accrued for. | NOTE 6 – COMMITMENT AND CONTINGENT LIABILITIES COMMITMENTS A. Save Foods Ltd. is committed to pay royalties to the IIA on the proceeds from sales of products resulting from research and development projects in which the IIA participates by way of grants. In the first 3 years of sales the Company shall pay 3% of the sales of the product which was developed under IIA research and development projects. In the fourth, fifth and sixth years of sales, the Company shall pay 4% of such sales and from the seventh year onwards the Company shall pay 5% of up to 100% of the amount of grants received plus interest at LIBOR. Save Foods Ltd. was entitled to the grants only upon incurring research and development expenditures. There were no future performance obligations related to the grants received from the IIA . As of December 31, 2022 and 2021, the contingent liabilities with respect to grants received from the IIA, subject to repayment under these royalty agreements on future sales is $ 155,765 , not including interest. B. On September 22, 2020, the Company entered into a non-exclusive Commission Agreement with Earthbound Technologies, LLC (“EBT”) for a period of 12 months, according to which EBT will introduce the Company to potential clients, pre-approved by the Company (“Introduced Parties”) and will assist the Company in finalizing commercial agreements with the Introduced Parties. In consideration for its services, the Company agreed to pay EBT 12.5% of the net revenues generated from Introduced Parties (during the agreement period and within 18 months following the termination of the agreement) up to a total aggregated amount of $ 2,000,000 , provided that the compensation shall not exceed 25% of the Company’s gross profit under the given commercial agreement signed with the Introduced Party. In addition, in the event that the aggregated net revenues generated from Introduces Parties were to exceed $ 500,000 , and subject to the approval of the Board, the Company was to issue to EBT 1,021 options to purchase 1,021 shares of Common Stock at an exercise price of $ 58.80 per share. In the event that certain additional events detailed in the agreement were to occur, the Company will also issue to EBT, subject to the approval of the Board, an additional 1,021 options to purchase 1,021 shares of Common Stock at an exercise price of $ 58.80 per share. Such additional events have not occurred as of balance sheet date. 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 , and $ 2,000 as monthly reimbursement of expenses. In addition, the Company agreed to grant the consultants with signing bonuses in the amounts of $ 150,000 and $ 250,000 net of the outstanding debt of the Company to the consultants based on their October 10, 2018 agreements in the amount of $ 33,000 each. In addition, the Company agreed to pay the consultants 5% of any gain generated by the Company exceeding an initial gain of 25% due to any sale, disposition or exclusive license of activities, securities, business, or similar events initiated by each the consultants. In addition, each consultant shall be entitled to a special bonus upon business opportunities or upon other events he assisted with (“Consultant Engagements”), authorized by the CEO or the Chairman of the Board. The special bonus shall not exceed two times each consultant monthly fee. As of the date of the financial statements no bonus was recorded as no such Consultant Engagements were executed. 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 (approximately $ 155 ) with maximum of 15 hour per months, each, unless agreed upon otherwise. The consultants will also be issued, subject to the approval of the Board of Directors of the Company, such number of shares of restricted common stock of the Company as is customarily issued to other directors of the Company. The agreement shall be in effect unless terminated by either one on the parties at any time upon 60 days prior notice. The terms of the grant have not yet been determined. 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 with monthly payments of $ 2,900 and an option to extend the agreement for an additional 3 years with monthly payments of $ 3,000 . During December 2021, Save Foods, Ltd. and the lessor mutually agreed that the lease agreement would be terminated on December 31, 2021. In September 2021, the Company signed an additional lease agreement for an office and operational space in Neve Yarak, lsrael for a period of 1 year with monthly payments of $ 2,000 and an option to extend the agreement for an additional 2 years with monthly payment of $ 2,800 in the first option period and $ 3,000 in the second option period. The Company exercised its option to extend the lease agreement for an additional year. A right-of-use assets in the amount of $ 152,472 and lease liabilities in the amount of 152,472 have been recognized in the balance sheet in respect of these leases. In December 2021, the Company signed a car rental lease agreement for a period of 3 years with monthly payments of $ 950 . A lease right-of-use asset and a related liability in the amount of $ 34,362 have been recognized in the balance sheet in respect of this lease. On December 15, 2021, the Company entered into a lease agreement for office space in Miami (hereinafter - the “Miami Lease”). The Miami Lease is for a period of 1 year with monthly payments of $ 600 and an option to extend the agreement for an additional 1 year with monthly payments of $ 630 . A lease right-of-use asset and a related liability in the amount of $ 14,633 have been recognized in the balance sheet in respect of this lease. The Company exercised its option to extend the lease agreement for an additional year. In January 2022, the Company signed a car rental lease agreement for a period of 3 years with monthly payments of $ 1,300 . A lease right-of-use asset and a related liability in the amount of $ 47,280 have been recognized in the balance sheet in respect of this lease. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) |
COMMON STOCK
COMMON STOCK | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
COMMON STOCK | NOTE 4 – COMMON STOCK 1. On October 26, 2022, the Board approved the quarterly issuances of 715 shares of Common Stock to each of two consultants commencing on January 1, 2023, and ending on December 31, 2024. On January 2, 2023, April 3, 2023 and August 7, 2023, the Company issued 1,430 shares of Common Stock to each of the consultants. The Company determined the value of the shares issued based on the share price on the date of the board approval. The Company recorded share-based compensation expenses of $ 59,695 for the nine months ended September 30, 2023 and $ 19,919 for the three months ended September 30, 2023. On August 3, 2023, the Board approved the issuance of a one-time bonus of 21,428 shares of Common Stock to each of the two consultants. On August 7, 2023, the Company issued 21,428 shares of Common Stock for each of the consultants. The Company determined the value of the shares issued based on the share price of the date of the board approval. The Company recorded share-based compensation expenses of $ 173,991 . 2. On October 26, 2022, pursuant to an investor relations consulting agreement, the board approved quarterly issuances of 1,286 shares of Common Stock to a consultant starting in the first quarter of 2023. On each of January 2, 2023, April 3, 2023 and August 7, 2023, the Company issued 1,286 shares of Common Stock. The Company determined the value of the shares issued based on the share price of the date of the board approval. The Company recorded share based compensation expenses of $ 53,734 for the nine months ended September 30, 2023 and $ 17,914 for the three months ended September 30, 2023. 3. On January 20, 2023, the Company entered into a 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 (a) 3,572 restricted shares of the Company’s Common Stock issued fully earned in connection with services rendered for the first quarter of 2023, and (b) 2,143 restricted shares of Common Stock issued fully earned in connection with services rendered for each subsequent quarter of 2023, such that the consultant will receive an aggregate of 10,001 restricted shares of Common Stock. On February 13, 2023, the Company issued the first 3,572 shares of Common Stock. On April 27, 2023, the Company issued 2,143 shares of Common Stock. The Company determined the value of the shares issued based on the share price of the date of the board approval. The Company recorded share-based compensation expenses of $ 47,680 for the nine months ended September 30, 2023. On June 14, 2023, the Company entered into a new superseding consulting agreement (see note 4 (9) below). 4. On March 29, 2023, the board approved the amendment to the consulting agreement with EU Agritech Investment Ltd (“EU Agritech”), pursuant to which EU Agritech will receive $ 100,000 in restricted shares of Common Stock to be issued on the effective date of the amendment as compensation for the first twelve months of services provided to the Company. On April 3, 2023, the Company issued 21,009 shares of Common Stock to EU Agritech. During the period of nine months ended September 30, 2023, the Company recorded $ 66,667 as share based compensation expenses and the remaining was classified as prepaid expenses in other current assets. The board additionally approved the amendment to a consulting agreement with Joachim Fuchs pursuant to which it issued 7,143 restricted shares of Common Stock, under the Company’s 2022 Share Incentive Plan (see note 5). These shares will be subject to a twenty four months lockup period. SAVE FOODS, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 4 – COMMON STOCK (continue) 5. On March 29, 2023, the board approved the immediate issuance of an equity grant to executive officers, employees, directors and consultants of an aggregate of 142,860 shares of Common Stock (such number includes the restricted shares issued pursuant to the amendment of the consulting agreement with Joachim Fuchs as detailed in note 4(4) above). Such shares were issued on April 3, 2023. The Company estimated the value of the shares issued at $ 678,000 based on the share price of the date of the board approval and recorded $ 678,000 as share based compensation expenses during the nine months ended September 30, 2023. 6. On March 31, 2023, the Company entered into the securities exchange agreement with Plantify pursuant to which each of the respective parties agreed to issue to the opposite party 19.99 % of its issued and outstanding capital stock on a pre-closing basis. The Securities Exchange closing occurred on April 5, 2023. Upon the closing, the Company issued 166,340 shares of Common Stock to Plantify (see note 3 above). 7. On May 28, 2023, the Company entered into a consulting agreement with a consultant for a period of 18 months. According to the agreement, the Company will issue, subject to the approval of the board, 25,715 restricted shares of the Company’s Common Stock. These shares will be subject to a lockup period pursuant to the following schedule: (a) 8,572 shares of Common Stock upon the six months anniversary of the agreement date, (b) 8,572 shares of Common Stock upon the nine months anniversary of the agreement date, and (c) 8,571 shares of Common Stock twelve months anniversary of the agreement date. On June 21, 2023, the Company issued 25,715 restricted shares of Common Stock. The Company determined the value of the shares issued at $ 122,400 based on the share price on the agreement date, of which $ 27,200 was recorded as share based compensation expenses during the nine months ended September 30, 2023 and the remaining was classified as prepaid expenses in other current assets. 8. On May 28, 2023, the Company entered into a consulting agreement with a consultant for a period of two years. According to the agreement, the Company will issue, subject to the approval of the board, 35,715 restricted shares of the Company’s Common Stock. These shares will be subject to a lockup period pursuant to the following schedule: (a) 11,905 shares of Common Stock upon the six months anniversary of the agreement date, (b) 11,905 shares of Common Stock upon the nine months anniversary of the agreement date, and (c) 11,905 shares of Common Stock upon the 12 months anniversary of the agreement date. On June 21, 2023, the Company issued 35,715 restricted shares of Common Stock. The Company determined the value of the shares issued at $ 170,000 based on the share price on the agreement date, of which $ 29,110 was recorded as share based compensation expenses during the nine months ended September 30, 2023 and the remaining was classified as prepaid expenses in other current assets. 9. On June 14, 2023, the Company entered into a consulting agreement with a consultant for a period of 30 months. According to the agreement, the Company will issue, subject to the approval of the board, 32,143 restricted shares of the Company’s Common Stock. These shares will be subject to a lockup period pursuant to the following schedule: (a) 10,715 shares of Common Stock upon the six months anniversary of the agreement date, (b) 10,714 shares of Common Stock upon the nine months anniversary of the agreement date, and (c) 10,714 shares of Common Stock upon the twelve months anniversary of the agreement date. On June 21, 2023, the Company issued 32,143 restricted shares of Common Stock. The Company determined the value of the shares issued at $ 147,150 based on the share price on the agreement date, of which $ 17,407 was recorded as share based compensation expenses during the nine months ended September 30, 2023 and the remaining was classified as prepaid expenses in other current assets. SAVE FOODS, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 4 – COMMON STOCK (continue) 10. On June 15, 2023, the Company entered into a consulting agreement with a consultant for a period of three months. According to the agreement, the Company will issue, subject to the approval of the board the following: (a) restricted Common Stock representing an aggregate value of $ 75,000 , upon the execution of the agreement, and (b) a monthly cash fee of $ 5,000 . By June 30, 2023, the Company issued an aggregate of 16,485 shares of Common Stock, the Company was recorded $ 75,000 as share based compensation expenses during the nine months ended September 30, 2023. 11. On June 21, 2023, the Company entered into a consulting agreement with legal advisors pursuant to which the legal advisors shall provide the Company with certain legal services in consideration for total of $ 22,500 in cash and $ 22,500 in restricted Common Stock of the Company of which $ 11,250 in cash and $ 11,250 in restricted Common Stock shall be paid upon execution of the agreement and the remaining after the completion of the legal services. On July 6, 2023, the Company issued 4,945 shares of restricted Common Stock as consideration for the first installment. The Company determined the value of the shares issued at $ 24,137 based on the share price on the agreement date, which recorded as prepaid expenses in other current assets during the nine months ended September 30, 2023. In addition, on September 6, 2023, the Company issued 6,123 shares of Common Stock pursuant to a retainer legal services agreement dated August 7, 2023. The Company determined the value of the shares issued at $ 66,862 based on the share price on the agreement date, of which $ 9,892 was recorded as share based compensation expenses during the nine months ended September 30, 2023 and the remaining was classified as prepaid expenses in other current assets. 12. On July 23, 2023, the Company, entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”), with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor has agreed to purchase up to $ 3.5 million shares of the Company’s Common Stock over the course of 40 months after the date of the Purchase Agreement. The price of shares to be issued under the Purchase Agreement will be 94 % of the lowest volume weighted average trading price (the “VWAP”) of the Company’s Common Stock for the three days prior to delivery of each advance notice by the Company. Each issuance and sale by the Company to the Investor under the Purchase Agreement (an “Advance”) is subject to a maximum amount equal to the greater of 100% of the Daily Traded Amount (being the product obtained by multiplying the daily trading volume of the Company’s shares as reported by Bloomberg L.P., by the VWAP for such trading day) during the five trading days prior to an Advance notice and $ 200,000 . With respect to each Advance notice, if the Company notifies the Investor of a minimum acceptable price with respect to such Advance, then if there is no VWAP or if such price is below the minimum price indicated by the Company, there will be an automatic reduction to the amount of the Advance by one third, and that day will be excluded from the pricing period. The Advances are subject to certain limitations, including that the Investor cannot purchase any shares that would result in it beneficially owning more than 4.99% of the Company’s outstanding shares of Common Stock at the time of an Advance or acquiring more than 19.99% of the Company’s outstanding shares of Common Stock as of the date of the Purchase Agreement (the “Exchange Cap”) . The Exchange Cap will not apply under certain circumstances, including, where the Company has obtained stockholder approval to issue in excess of the Exchange Cap in accordance with the rules of Nasdaq or such issuances do not require stockholder approval under Nasdaq’s “minimum price rule.” The Purchase Agreement will terminate automatically on the earlier of December 1, 2026 or when the Investor has purchased an aggregate of $ 3.5 million shares of the Company’s Common Stock. The Company has the right to terminate the Purchase Agreement upon five trading days’ prior written notice to the Investor. The Purchase Agreement provided that, subject to the satisfaction of certain conditions set forth in the Purchase Agreement, upon the request of the Company, the Investor will advance to the Company up to $ 700,000 of the $ 3,500,000 commitment amount, with such Advances to be evidenced by a promissory note (the “Note”). The request by the Company for such Advances may only be made after the approval of the stockholders of the transactions contemplated by the Purchase Agreement, and the Company cannot request any Advances after January 31, 2024. There is a 3 % discount to the amount equal to each Note. Each Note accrues interest on the outstanding principal balance at the rate of 8% per annum. The Company is required to pay, on a monthly basis, a one tenth of the outstanding principal of each Note and accrued interest thereon either (i) in cash or (ii) by submitting an advance notice pursuant to the Purchaser Agreement and selling the Investor shares, or any combination of (i) or (ii) as determined by the Company. The first payment is due 60 days after the issuance of a Note, with each subsequent payment due 30 days after the prior payment. Unless otherwise agreed by the Investor, the funds received by the Company pursuant to the Purchase Agreement for the sale of shares will first be used to satisfy any payments due under the Note . The conditions that must be satisfied prior to the Investor advancing the Company funds pursuant to the terms of the Note include obtaining shareholder approval of the transactions contemplated by the Purchase Agreement (on October 2, 2023, at the annual meeting of stockholders, the stockholders approved the issuance of more than 20% of our issued and outstanding Common Stock, permitting us to request Advances from the Investor under the Purchase Agreement that will result in the issuance of more than 20% of our issued and outstanding shares of Common Stock as of the date of the Purchase Agreement without being subject to the Exchange Cap) , the delivery by the Company to the Investor of a request to lend funds pursuant to the Note prior to January 31, 2024, no events which could have a material adverse on the Company and other conditions customary of financings of this nature. On September 27, 2023, the Company issued 26,224 shares of Common Stock as a commitment fee to a subsidiary of the Investor. The Company determined the value of the shares issued at $ 122,988 based on the share price on the agreement date, which recorded as prepaid expenses in other current assets during the nine months ended September 30, 2023. On October 11, 2023, the Company filed a registration statement on Form S-1 with the SEC (File No. 333-274932), which was declared effective by the SEC on October 30, 2023 (the “S-1 Registration Statement”), registering for resale up to 1,000,000 shares of Common Stock on behalf of the Investor, that may be offered and sold by the Investor from time to time under the terms of the Purchase Agreement. On October 31, 2023, following the effectiveness of the Registration Statement, the Company received a gross amount of $ 700,000 and issued the Note to the Investor pursuant to the Purchase Agreement. The first payment under the Note is due December 31, 2023. Unless otherwise agreed by the Investor, the funds received by the Company pursuant to the Purchase Agreement for the sale of shares of Common Stock to the Investor will first be used to satisfy any payments due under the Note. 13. On July 27, 2023, the Company issued 223,008 shares of Common Stock to Yaaran pursuant to the terms of the Exchange Agreement described in note 1d above. The Company determined the value of the shares issued at $ 997,024 based on the share price on the agreement date, which was recorded as research and development expenses during the nine months ended September 30, 2023. | NOTE 8 – SHAREHOLDERS’ EQUITY COMMON STOCK 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 155,845 shares of Common Stock of the Company at a price to the public of $ 77.00 per share – see note 1 above. 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 and shall issue the consultant 1,715 shares of Common Stock of the Company. On June 20, 2021, the Company issued 1,715 shares of Common Stock of the Company to the consultant. The Company determined the value of the shares issue at $ 126,600 which was recorded as share based compensation expenses during the ended December 31, 2021. 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 for digital communication services as per the Original Agreement and to issue the consultant 2,041 shares of Common Stock of the Company. The Company determined the value of the shares issued at $ 127,622 . In addition, the Company agreed to continue the Original Agreement for an additional six months for a monthly fee of $ 10,000 . 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 and shall issue the consultant 1,715 shares of Common Stock of the Company. By November 3, 2021, the Company issued the Consultant 858 shares on account of the above agreement. The Company determined the value of the shares issued at $ 53,856 . On November 5, 2021, the Company and the consultant mutually agreed to terminate the consulting agreement. 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 and shall issue the consultant 29 shares of Common Stock of the Company on the final day of each month following the commencement date of the agreement. On November 3, 2021 the Company issued to consultants 100 shares of the Company’s common stock based on their June 15, 2021 consulting agreement. The Company determined the value of the shares issued at $ 5,747 . On May 2, 2022, the Company issued the consultants 86 shares under the 2021 consulting agreement which ended on December 31, 2021. The Company determined the value of the shares issued at $ 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 1,286 shares of common stock of the Company upon execution of the agreement and six installments of 1,786 shares of common stock of the Company at each of following 90 days following the execution date. On November 3, 2021 the Company issued to consultant 1,286 shares of the Company’s common stock. The Company determined the value of the shares issued at $ 61,200 . On January 27, 2022, and on May 2, 2022, the Company issued an aggregate of 3,572 shares under its October 1, 2021 consulting agreement. On June 8, 2022 the Company decided to terminate the consulting agreement. During the years ended December 31, 2022 and 2021, the Company recorded share based compensation expenses of $ 136,000 and $ 95,200 , respectively, in respect of the above agreement. 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 (approximately $ 1,600 ) and subject to the approval of the Board, 1,286 shares of Common Stock and, subject to the terms of the equity incentive plan to be adopted by the Company, options to purchase 6,015 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 $7 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 $8.75 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 $10.5 and shall vest in 4 equal installments during the 12 month period following the 24 month anniversary of the Effective Date. The Company determined the fair value of the options at $ 90,665 . On March 24, 2022, the Company issued to Mr. Joachim Fuchs 1,286 shares of common stock. The Company determined the value of the shares at $ 38,790 based on the share price at the agreement date. 8. On August 29, 2022, the Board of Directors approved an increase in Mr. Joachim Fuchs monthly fee to $ 5,000 and in addition, a one time issuance of 429 shares of Common Stock. Such shares were issued on September 7, 2022. The Company determined the value of the shares at $ 8,610 based on the share price at the resolution date. 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 and in addition, 2,000 shares of Common Stock of the Company upon execution of the March IR Agreement. The shares were issued on March 10, 2022. The Company determined the value of the shares at $ 103,600 . During the year ended December 31, 2022, the Company recorded share based compensation expenses of $ 84,015 and the remaining amount was recorded as prepaid expenses under other current assets. 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 and in addition, 1,715 shares of Common Stock of the Company upon execution of the agreement. The shares were issued on May 2, 2022. The Company estimated the value of the shares issued at $ 66,000 based on the share price on the agreement date. In addition, the Company will issue warrants (the “April Warrant”) to purchase 8,572 shares of Common Stock (see note 10(2) below). 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 and in addition, issued 1,715 shares of Common Stock upon execution of the amendment. Such shares were issued on August 22, 2022. The Company determined the value of the shares at $ 39,480 based on the share price of the April IR Amendment Date. In addition, per the April IR Amendment, the Company will issue warrants to purchase 5,715 shares of Common Stock (see note 10(2) below). On August 29, 2022, the Board approved a one-time bonus of $ 100,000 to the consultant. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) NOTE 8 – SHAREHOLDERS’ EQUITY (continue) 11. On May 18, 2022, the Company issued 1,286 shares of Common Stock to the consultant, pursuant to a May 11, 2022 Board resolution. The shares were estimated at $ 39,420 based on the share price of the resolution date. 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 . On June 13, 2022, the Company and the consultant entered into an amendment to the Consulting Agreement according to which, effective as of July 1, 2022, and for the remaining period of the Consulting Agreement, the Company shall issue the consultant (a) 858 shares of Common Stock, and (b) Common Stock representing $ 19,125 , which amount shall be calculated based on the average closing bid price of the Company’s Common Stock during the 10 trading days period prior to October 10, 2022, provided however, that the number of shares to be issued shall not be less than 858 shares of Common Stock. On July 11, 2022, the Company issued the consultant 858 shares of Common Stock. The Company determined the value of the shares at $ 17,220 based on the share price of the date of the Consulting Agreement, of which $ 16,852 was recorded as share based compensation expenses and the remaining portion was classified as prepaid expenses in other current assets. Additionally, on August 29, 2022, the Board approved a one-time bonus of $ 7,500 and 1,072 shares of Common Stock of the Company, to the consultant. The shares were issued on September 7, 2022. The Company determined the value of the shares at $ 21,525 based on the share price of the date of the Consulting Agreement. On October 11, 2022, the Company issued the consultant 1,442 shares of Common Stock, the Company recorded share based compensation expenses of $ 19,125 in respect of the agreement. 13. On August 15, 2022, the Company issued 228,572 shares of Common Stock in conjunction with its underwritten public offering as detailed in Note 1. 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 , of which $ 195,355 was recorded as investor relations expenses and the remaining was classified as prepaid expenses in other current assets. In addition, the Company issued to the consultant 7,143 shares of Common Stock. The Company determined the value of the shares at $ 141,750 based on the share price of the date of the Services Agreement, of which $ 100,697 was recorded as share based compensation expenses and the remaining was classified as prepaid expenses in other current assets. 15. On October 26, 2022, the Board approved the issuance of 7,143 shares of Common Stock to a consultant pursuant to his investor relations consulting agreement and in addition, quarterly issuances of 1,286 shares of Common Stock commencing January 1, 2023 and ending on December 31, 2024. On November 16, 2022 the Company issued 7,143 shares of Common Stock. The Company determined the value of the shares at $ 99,500 based on the share price of the date of the board resolution. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) |
STOCK OPTIONS
STOCK OPTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
STOCK OPTIONS | NOTE 5 – STOCK OPTIONS The following table presents the Company’s stock option activity for employees and directors of the Company for the nine months ended September 30, 2023: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at December 31, 2022 33,533 21.00 Granted - - Exercised - - Forfeited or expired - - Outstanding at September 30, 2023 33,533 21.00 Number of options exercisable at September 30, 2023 31,027 21.88 The aggregate intrinsic value of the awards outstanding as of September 30, 2023, is $ 0 . This amount represents the total intrinsic value, based on the Company’s stock price of $ 3.58 as of September 30, 2023, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date. Costs incurred in respect of stock options compensation for employees and directors for the nine months ended September 30, 2023 were $ 18,164 and for the three months ended September 30, 2023 were $ 3,917 . SAVE FOODS, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) | 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 27,211 options, exercisable into 27,211 shares of Common Stock of the Company. The purpose of the 2018 Equity Incentive Plan is to offer attract and retain the best available personnel, provide incentive to individuals who perform services for the Company and promote the success of the Company’s business. On June 23, 2020, the Company granted 3,021 options to purchase its Common Stock under the 2018 Equity Incentive Plan. The options shall vest quarterly over two years commencing June 23, 2020, whereby 12.50% of the shares covered by the options will vest on the three month anniversary of June 23, 2020, and 12.50% of the shares covered by the options will vest at the end of each subsequent three month period thereafter over the course of the subsequent 21 months. On July 1, 2020, the Company granted 10,205 options to purchase its Common Stock under the 2018 Equity Incentive Plan. The options shall vest quarterly over two years commencing June 1, 2020, whereby 12.50% of the shares covered by the options will vest on the three month anniversary of June 1, 2020, and 12.50% of the shares covered by the options will vest at the end of each subsequent three month period thereafter over the course of the subsequent 21 months. The fair value of the options was estimated at a value of $ 344,767 at the date of issuance using the Black-Scholes option pricing model. In addition, on July 1, 2020, the Board approved an increase to the share option pool under the 2018 Equity Incentive Plan by 14,210 shares of Common Stock, such that after the increase the total number of shares of Common Stock issuable under the 2018 Equity Incentive Plan is 41,421 shares of Common Stock. On September 22, 2020, the Board approved an amendment of the terms of the outstanding options granted to certain employees and directors of the Company. According to the new terms, subject to the consummation of equity financing in excess of $ 1,000,000 and the completion of listing of the Company’s Common Stock for trade on the Nasdaq, and in the event that the employment or engagement of such grantee is either terminated (not for cause) or otherwise changed thereby resulting in the conclusion of such engagement (including voluntary resignation), all outstanding options of such grantee shall vest immediately and shall be exercisable for a period of three years following the termination date. 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 142,858 options, exercisable into 142,858 shares of Common Stock (or such other number as the board may determine from time to time). The purpose of the 2022 Share Incentive Plan is (1) to afford an incentive to service providers of the Company or any affiliate of the Company, which now exists or is hereafter is organized or acquired by the Company or its affiliates, to continue as service providers, (2) to increase their efforts on behalf of the Company or its affiliates and (3) to promote the success of the Company’s business, by providing such service providers with opportunities to acquire a proprietary interest in the Company through the issuance of shares or restricted shares of Common Stock, and by the grant of options to purchase shares, restricted share units and other share-based awards. 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 29,560 23.59 Granted - - Exercised - - Forfeited (340 ) 22.05 Expired (1,702 ) 22.05 Outstanding at January 1, 2022 27,518 23.66 Granted 6,015 8.75 Exercised - - Forfeited - - Expired - - Outstanding at December 31, 2022 33,533 21.00 Number of options exercisable at December 31, 2022 29,516 22.54 The aggregate intrinsic value of the awards outstanding as of December 31, 2022 and 2021 is $ 0 and $ 120,614 , respectively. These amounts represent the total intrinsic value, based on the Company’s stock price of $ 5.28 and $ 28.07 as of December 31, 2022 and 2021, respectively, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date. The fair value of options granted 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) 7 - 10.5 Share price (US dollars) 20.09 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 – coupon US Government Loans. (***) Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the “simplified method”. 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 12,995 options available for future grants under the 2018 Equity Incentive Plan and 136,843 options available for future grants under the 2022 Share Incentive Plan |
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 11,058 shares of Common Stock, at an exercise price of $ 0.35 per share (the “February 2022 Warrant”). The February 2022 Warrant will be issuable in five equal installments, 2,212 warrant shares upon the later of the signing of the Letter Agreement or the approval of the Letter Agreement by the Board, and four additional quarterly installments ending in February 2023. 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 %, a volatility factor of 52.14 %, dividend yields of 0 % and an expected life of 0.75 years and was calculated at $ 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 4,423 February 2022 Warrants already vested and issued under the Letter Agreement and no further February 2022 Warrant shall be issued or issuable. The consultant shall be entitled to a per hour fee with a minimum aggregate compensation amounting to $ 30,600 for the six month period commencing on August 1, 2022. During the year ended December 31, 2022, the Company recorded $ 138,692 as share based compensation expenses in respect of the February 2022 Warrant. 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 8,574 shares of Common Stock, of which (a) 2,858 warrants shall vest after 12 months with an exercise price of $56, (b) 2,858 warrants shall vest upon the laps of 18 months with an exercise price of $ 66.50 , and (c) 2,858 warrants shall vest after 24 months with an exercise price of $ 77 . The fair value of the April Warrant was determined based on the Company’s share price as of the date of the April IR Agreement using the Black-Scholes pricing model, assuming a risk-free rate between 1.72 % to 2.44 %, a volatility factor between 52.14 % to 63.36 %, dividend yields of 0 % and an expected life between 1 to 2 years and was calculated at $ 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 5,716 shares of Common Stock, of which (a) 2,858 warrants shall vest after 6 months with an exercise price of $ 31.50 , (b) 2,858 warrants shall vest after 12 months with an exercise price of $ 42 . The fair value of the warrants was determined based on the Company’s share price as of the April IR Amendment Date using the Black-Scholes pricing model, assuming a risk-free rate between 2.52 % to 2.79 %, a volatility factor between 52.12 % to 56.48 %, dividend yields of 0 % and an expected life between 0.5 to 1 years and was calculated at $ 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 % plus state income tax rates which vary from state to state. 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 and $ 13,528,454 , respectively, of which $ 770,787 can be offset against taxable income generated until 2027 and $ 18,792,218 can be offset against future taxable income, if any. SAVE FOODS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) NOTE 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 528,776 363,739 Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*) * 33,533 27,518 (*) The effect of the inclusion of option and convertible loans in 2022 and 2021 is anti-dilutive. |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTIES | NOTE 7 – RELATED PARTIES SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES A. Transactions and balances with related parties Nine months ended September 30, 2023 2022 General and administrative expenses: Directors compensation 317,502 309,759 Salaries and fees to officers 798,663 464,180 General and administrative expenses net (*) 1,116,165 (*) 773,939 (*) of which share based compensation 497,905 104,591 Research and development expenses: Salaries and fees to officers 33,417 (*) 87,629 (*) of which share based compensation - 3,024 Selling and marketing expenses: Salaries and fees to officers 33,417 (*) 87,629 (*) of which share based compensation - 3,024 B. Balances with related parties and officers: Other accounts payables 95,390 90,089 1. On March 29, 2023, the board approved the amendment to a consulting agreement with Joachim Fuchs, Chairman of the Board of Directors of Save Foods Ltd pursuant to which he will receive a monthly compensation of $ 1,000 (plus VAT if required by law). The board additionally approved the issuance of 50,000 restricted shares of Common Stock under the Company’s 2022 Share Incentive Plan. These shares will be subject to a twenty four month lockup period. SAVE FOODS, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) | 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 , and (b) a grant of options to purchase shares of the Company’s common stock, which amount shall be determined by the Board on a future date. On June 17, 2021 the Board of Directors of the Company approved an updated Compensation of its CEO, according to which the CEO shall be entitled to a monthly fee of $ 14,000 and reimbursement of expenses of $ 500 per month. In addition, the CEO shall receive a one-time grant of options to purchase shares of the Company representing 4.5% of the Company’s outstanding share capital as of the date of the approval. The terms of the grant have not yet been determined. On August 29, 2022, the monthly fee of Company’s Chief Executive Officer was reduced to $ 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 and reimbursement of expenses of $ 500 per month. In addition, the Chairman of the Board shall receive a one-time grant of options to purchase shares of the Company representing 1.5% of the Company’s outstanding share capital as of the date of the approval. The terms of the grant have not yet been determined. On August 29, 2022, the Board approved, among other, an increase the monthly fee from $ 5,500 to $ 8,000 and a one-time bonus of $ 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 (approximately $ 30,500 ). In addition, each member of the board shall receive a one-time grant of options to purchase shares of the Company representing 0.25% of the Company’s outstanding share capital as of the date of the approval. The terms of the grant have not yet been determined. On August 29, 2022, the Board approved, an increase to the quarterly fee of each member of the Board from NIS 25,000 (approximately $ 7,575 ) to $ 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 and (b) a grant of options to purchase a number of shares of the Company’s Common Stock as shall be agreed upon between Ms. Barda and the Board on a future date, and which shall be in accordance with the terms of the Company’s approved equity incentive plan. On August 29, 2022, the Board approved, one time bonuses to each of the Chief Financial Officer and the financial controller in the total amount of $ 25,000 . |
GEOGRAPHIC AREAS AND MAJOR CUST
GEOGRAPHIC AREAS AND MAJOR CUSTOMERS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Geographic Areas And Major Customers | ||
GEOGRAPHIC AREAS AND MAJOR CUSTOMERS | NOTE 8 – 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 Nine months ended September 30, Three months ended September 30, 2023 2022 2023 2022 Israel 5,221 14,514 - 3,301 United States 41,554 35,948 - - Mexico 109,824 119,481 - 47,932 Turkey 1,019 - - - Revenues from sales of products 157,618 169,943 - 51,233 B. Sales to single customers exceeding 10% of sales (US$): SCHEDULE OF SALES TO CUSTOMERS Nine months ended September 30, Three months ended September 30, 2023 2022 2023 2022 Customer A 109,824 119,481 - 47,932 Customer B 41,554 35,948 - - Revenues from sales of products 151,378 155,429 - 47,932 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 September 30, 2023 and 2022: SCHEDULE OF INFORMATION ON LONG LIVED ASSETS As of September 30, 2023 2022 Israel 118,165 238,982 United States 6,605 13,603 Property, plant and equipment and ROU assets 124,770 252,585 SAVE FOODS, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) | 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 % of sales: 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS 1. Because most of our operations are conducted in Israel and all members of our board of directors, management, as well as a majority of our employees and consultants, including employees of our service providers, are located in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel. In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers in the southern part of the country. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. In the weeks since the initial attack by Hamas, hostilities along Israel’s northern border with Hezbollah located in Lebanon have accelerated, and this clash may escalate in the future into a greater regional conflict. Following the brutal attacks on Israel, the mobilization of army reserves and the government declaring a state of war in October 2023, there was a decrease in Israel’s economic and business activity. The security situation has led, inter alia, to a disruption in the supply chain and production, a decrease in the volume of national transportation, a shortage in manpower due to employees being called for active reserve duty as well as a rise in the exchange rate of foreign currencies in relation to the New Israel Shekel. These events may imply wider macroeconomic indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability to effectively conduct its business, operations and affairs. The intensity and duration of Israel’s current war is difficult to predict, and as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. As at the reporting date the Company is unable to assess the extent of the effect of the war on its business activities and on the business activities of its subsidiaries, and on their medium and long term results. The Company is continuing to regularly follow developments on the matter and is examining the effects on its operations and the value of its assets. 2. On October 2, 2023, the Company held its annual meeting of stockholders. At this meeting, stockholders approved, among other things (i) an amendment to the Company’s 2022 Share Incentive Plan (the “2022 Plan”) to increase the number of shares of Common Stock authorized for issuance under the 2022 Plan by an additional 928,572 shares of Common Stock, which amendment (the “2022 Plan Amendment”) was adopted by the board on July 31, 2023; (ii) an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Common Stock, by a ratio of no less than 1-for-7 and no more than 1-for-10 , with the exact ratio to be determined by the board in its sole discretion (see note 1B above); (iii) the reincorporation of the Company from the State of Delaware to the State of Nevada by a parent-subsidiary merger, (iv) the issuance of more than 20% of the issued and outstanding Common Stock in a non-public offering pursuant to the terms of the Standby Equity Purchase Agreement, dated July 23, 2023, by and between the Company and YA II PN, Ltd., so that such issuances are made in accordance with Nasdaq Listing Rule 5635 and (v) a non-binding resolution to approve a grant of shares under the 2022 Plan, as compensation to each member of the board (excluding Roy Borochov). 3. On October 4, 2023, the Company filed the amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, effective on October 5, 2023. Pursuant to the amendment, every seven shares of issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split and the shares were rounded to the nearest whole number. The authorized capital and par value of the Common Stock remained unchanged. 4. On November 6, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Save Foods, Inc., a newly formed Nevada corporation and its wholly owned subsidiary (the “Surviving Corporation”), pursuant to which, on the same date, the Company, as parent in this transaction, merged with and into the Surviving Corporation (the “Reincorporation Merger”). Upon the consummation of the Reincorporation Merger, the Company ceased its legal existence as a Delaware corporation, and the Surviving Corporation continued Company’s business as the surviving corporation in the Reincorporation Merger under the name “Save Foods, Inc.” succeeding to all Company’s rights, assets, liabilities and obligations, except that its affairs ceased to be governed by the Delaware General Corporation Law and became subject to the Nevada Revised Statutes. Pursuant to the Merger Agreement, the Articles of Incorporation and the Bylaws of the Surviving Corporation (the “Nevada Bylaws”), as in effect prior to the consummation of the Reincorporation Merger, continue in full force and effect as the Surviving Corporation’s Articles of Incorporation and the Nevada Bylaws. 5. On November 6, 2023, the Company issued 20,000 shares of Common Stock to the Investor pursuant to the terms of the Purchase Agreement, as detailed in note 4(12). 6. On November 8, 2023, the Company issued to a consultant 1,286 shares of Common Stock for consulting services provided to the Company. see note 4(2). 7. On November 12, 2023, upon the recommendation of the nominating and corporate governance committee of the board, Liat Sidi was appointed as a Class II Director to serve until the Company’s 2026 annual meeting of stockholders. Ms. Sidi was not appointed to serve on any committee of the board. The board of directors has determined that Ms. Sidi is independent and there are no family relationships between Ms. Sidi and any other director or executive officer of the Company. Ms. Sidi currently serves as a director of Plantify. | 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) 3,572 restricted shares of the company’s common stock par value $ 0.0001 per share (the “Common Stock”) issued fully earned in connection with services rendered for the first quarter of 2023, and (b) 2,143 restricted shares of Common Stock issued fully earned in connection with services rendered for each subsequent quarter of 2023, such that, the consultant receive an aggregate of 10,000 restricted shares of Common Stock. 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 (approximately $ 17,000 ) and the issuance of 1,000 shares of the Company. 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% . |
INVESTMENT IN NONCONSOLIDATED A
INVESTMENT IN NONCONSOLIDATED AFFILIATE | 9 Months Ended |
Sep. 30, 2023 | |
Investment In Nonconsolidated Affiliate | |
INVESTMENT IN NONCONSOLIDATED AFFILIATE | NOTE 3 – INVESTMENT IN NONCONSOLIDATED AFFILIATE On March 31, 2023, the Company entered into a Securities Exchange Agreement with Plantify, pursuant to which each of the respective parties agreed to issue to the opposite party 19.99 % of its issued and outstanding capital stock (the “Securities Exchange”). The Securities Exchange closing occurred on April 5, 2023. Upon the closing of the Securities Exchange, the Company issued 166,340 shares of the Company’s Common Stock to Plantify, which amount represented 19.99 % of Save Foods’ outstanding capital stock as of immediately prior to the closing (and 16.66 % of the Company’s outstanding capital stock as of immediately following the closing), and Plantify issued 30,004,349 common shares of Plantify to the Company representing 19.99 % of Plantify’s outstanding capital stock as of immediately prior to the closing (and 16.66 % of Plantify’s outstanding capital stock as of immediately following the closing). In connection with the Securities Exchange Agreement, the Company and Plantify executed a debenture (the “Debenture”), whereby the Company agreed to lend C$ 1,500,000 (approximately US$ 1,124,000 ) to Plantify. The Debenture accrues interest at a rate of 8 % annually and is repayable by Plantify on October 4, 2024 . Outstanding principal under the Debenture may be converted, at the Company’s sole discretion, into common shares of Plantify at a price of C$ 0.05 per share for the first 12 months of the Debenture issuance date and C$ 0.10 per share thereafter. Accrued interest may be converted at the market price of Plantify’s common shares, subject to TSX Venture Exchange approval at the time of conversion. Plantify executed a general security agreement in the Company’s favor and pledged to the Company the shares of Plantify’ subsidiary, Peas of Bean Ltd. On September 7, 2023, the Company purchased additional 55,004,349 common shares of Plantify at a price of C$ 0.01 per common share (C$ 404,890 ), in a rights offering, resulting in an increase of approximately 7% in the Company’s aggregate ownership of the issued and outstanding common shares of Plantify. Following the additional acquisition, the Company owns 85,008,698 common shares of Plantify, representing approximately 23 % of its issued and outstanding common shares. The Company determined that it has a significant influence over Plantify and such investment is accounted for under the equity method of accounting. At the initial recognition of the equity investment, the Company elected the fair value option where subsequent changes in fair value are recognized in earnings. If the fair value option is applied to an investment that would otherwise be accounted for under the equity method, the Company applies it to all its financial interests in the same entity (equity and debt, including guarantees) that are eligible items. The equity investment in common shares of Plantify is classified within Level 1 in the fair value hierarchy as the valuation can be obtained from real time quotes in active markets, and is measured based on Plantify’s closing stock price and prevailing foreign exchange rate at each balance sheet date and the changes in fair value are reflected in gain (loss) on equity investments, net in the consolidated statement of income. The fair value of the conversion feature loan was estimated using the Black-Scholes option pricing model using a third-party appraiser. The assumptions used to perform the calculations are detailed below: Fair value of the conversion feature as of the Securities Exchange closing and for September 30, 2023: SCHEDULE OF FAIR VALUE CONVERSION Fair value of the conversion feature April 5, 2023 September 30, 2023 Expected volatility (%) 78.20 % 125.10 % Risk-free interest rate (%) 4.34 % 5.32 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) (*) 1 0.50 Conversion price (Canadian dollars) (US$ 0.04 ) C$ 0.054 (US$ 0.04 ) C$ 0.054 Underlying share price (Canadian dollars) (US$ 0.04 ) C$ 0.05 (US$ 0.02 ) C$ 0.027 Fair value (U.S. dollars) $ 222,400 $ 42,700 (*) The Company estimated that the probability that the Debenture would be converted following 12 months is minimal. The significant observable inputs used in the fair value measurement of the conversion feature are mainly the expected volatility and risk free interest rate. Significant changes in any of those inputs in isolation would have resulted in a change in the fair value measurement. SAVE FOODS, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 3 – INVESTMENT IN NONCONSOLIDATED SUBSIDIARY (continued) The fair value of the debt component of the Debenture was estimated with the assistance of a third-party appraiser by discounting the principal and interest at a discount rate of market interest for similar loans. The interest rate was determined, among other things, based on the potential risk factor of the debt investment in Plantify, at 24.7 %. For the period between April 5, 2023 through September 30, 2023, an unrealized loss of $ 87,576 was recorded in loss on investment in nonconsolidated subsidiary in the Company’s consolidated statements of comprehensive loss. The following tables present Plantify’s summarized financial information. Plantify’s financial information is prepared on the basis of International Financial Reporting Standards (“IFRS”). Any differences between IFRS and GAAP did not have a material impact on Plantify’s summarized financial information. The period presented in the table below commenced on April 5, 2023 when the Company retained an equity investment in Plantify: SCHEDULE OF EQUITY INVESTMENT April 5, 2023 Through September 30, 2023 Revenue 292,000 Gross loss (31,000 ) loss from continuing operations (942,000 ) Net loss (1,612,000 ) As of September 30, 2023 Current assets 2,305,000 Noncurrent assets 1,405,000 Current liabilities 2,537,000 Noncurrent liabilities 931,000 SAVE FOODS, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated interim 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 and fair value measurements of investment in nonconsolidated affiliate. | 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 | Principles of Consolidation The consolidated financial statements are prepared in accordance with U.S. GAAP. The consolidated financial statements of the Company include the Company and its majority-owned subsidiary. All inter-company balances and transactions have been eliminated. | 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 and $ 56,674 , respectively, collateral account for the Group’s corporate credit cards and a loan and is classified in current assets. | |
Accounts receivables | E. Accounts receivables The Group maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and its customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. As of December 31, 2022, and 2021, an allowance for doubtful debts in the amount of $ 24,259 and $ 27,450 , respectively, is reflected in net accounts receivable. The Group does not have any off-balance-sheet credit exposure related to its customers. | |
Property, plant and equipment, net | F. Property, plant and equipment, net 1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Comprehensive Loss. 2. Rates of depreciation: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT DEPRECIATION RATES % Furniture and office equipment 7 - 15 Machines 10 - 15 Computers 33 Vehicle 15 | |
Impairment of long-lived assets | G. Impairment of long-lived assets The Group’s long-lived assets are reviewed for impairment in accordance with ASC Topic 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. No impairment expenses were recorded during the years ended December 31, 2022 or 2021. 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 , and $ 22,507 , respectively. | |
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 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 | |
Basis of presentation | Basis of presentation The condensed interim consolidated financial statements included in this quarterly report are unaudited. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s financial position as of September 30, 2023, and its results of operations for the three and nine months ended September 30, 2023, and 2022, changes in stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future annual or interim period. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2022 included in such Form 10-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies except for the accounting policies investment in non-consolidated affiliate and for the issuance of shares in connection with the Exchange Agreement as discussed below. | |
Fair value | Fair value Fair value of certain of the Company’s financial instruments including cash, accounts payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. SAVE FOODS, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue) Fair value (continue) Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations. The Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: SCHEDULE OF FAIR VALUE ASSETS ON RECURRING BASIS As of September 30, 2023 Level 1 Level 2 Level 3 Total US$ Assets: Investment in Plantify 1,252,178 - - 1,252,178 Convertible loan - - 1,029,300 1,029,300 Total assets 1,252,178 - 1,029,300 2,281,478 SAVE FOODS, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue) Fair value (continue) The following table presents the changes in fair value of the Level 1 assets for the period April 5, 2023 through September 30, 2023: SCHEDULE OF CHANGES IN FAIR VALUE OF ASSETS Changes in Fair value US$ Assets: Initial recognition of the investment in Plantify as at April 5, 2023 (*) 929,800 Additional investment in shares of Plantify 417,890 Changes in fair value (95,512 ) Outstanding at September 30, 2023 1,252,178 The following table presents the changes in fair value of the Level 3 assets for the period April 5, 2023 through September 30, 2023: Changes in Fair value US$ Assets: Initial recognition of the convertible loan issued as at April 5, 2023 (*) 1,021,300 Changes in fair value 8,000 Outstanding at September 30, 2023 1,029,300 (*) Relative fair value calculated at inception. | |
Asset acquisitions | Asset acquisitions The Company’s consolidated financial statements include the operations of acquired subsidiaries from the date the Company gains control over them. When the screening test of ASU 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | 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 | |
SCHEDULE OF FAIR VALUE ASSETS ON RECURRING BASIS | The Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: SCHEDULE OF FAIR VALUE ASSETS ON RECURRING BASIS As of September 30, 2023 Level 1 Level 2 Level 3 Total US$ Assets: Investment in Plantify 1,252,178 - - 1,252,178 Convertible loan - - 1,029,300 1,029,300 Total assets 1,252,178 - 1,029,300 2,281,478 | |
SCHEDULE OF CHANGES IN FAIR VALUE OF ASSETS | The following table presents the changes in fair value of the Level 1 assets for the period April 5, 2023 through September 30, 2023: SCHEDULE OF CHANGES IN FAIR VALUE OF ASSETS Changes in Fair value US$ Assets: Initial recognition of the investment in Plantify as at April 5, 2023 (*) 929,800 Additional investment in shares of Plantify 417,890 Changes in fair value (95,512 ) Outstanding at September 30, 2023 1,252,178 The following table presents the changes in fair value of the Level 3 assets for the period April 5, 2023 through September 30, 2023: Changes in Fair value US$ Assets: Initial recognition of the convertible loan issued as at April 5, 2023 (*) 1,021,300 Changes in fair value 8,000 Outstanding at September 30, 2023 1,029,300 (*) Relative fair value calculated at inception. |
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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | 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 nine months ended September 30, 2023: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at December 31, 2022 33,533 21.00 Granted - - Exercised - - Forfeited or expired - - Outstanding at September 30, 2023 33,533 21.00 Number of options exercisable at September 30, 2023 31,027 21.88 | 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 29,560 23.59 Granted - - Exercised - - Forfeited (340 ) 22.05 Expired (1,702 ) 22.05 Outstanding at January 1, 2022 27,518 23.66 Granted 6,015 8.75 Exercised - - Forfeited - - Expired - - Outstanding at December 31, 2022 33,533 21.00 Number of options exercisable at December 31, 2022 29,516 22.54 |
SCHEDULE OF ESTIMATED FAIR VALUE OF OPTIONS GRANTED | Fair value of the conversion feature as of the Securities Exchange closing and for September 30, 2023: SCHEDULE OF FAIR VALUE CONVERSION Fair value of the conversion feature April 5, 2023 September 30, 2023 Expected volatility (%) 78.20 % 125.10 % Risk-free interest rate (%) 4.34 % 5.32 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) (*) 1 0.50 Conversion price (Canadian dollars) (US$ 0.04 ) C$ 0.054 (US$ 0.04 ) C$ 0.054 Underlying share price (Canadian dollars) (US$ 0.04 ) C$ 0.05 (US$ 0.02 ) C$ 0.027 Fair value (U.S. dollars) $ 222,400 $ 42,700 (*) The Company estimated that the probability that the Debenture would be converted following 12 months is minimal. | 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) 7 - 10.5 Share price (US dollars) 20.09 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 – coupon US Government Loans. (***) Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the “simplified method”. |
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 528,776 363,739 Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*) * 33,533 27,518 (*) The effect of the inclusion of option and convertible loans in 2022 and 2021 is anti-dilutive. |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES | SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES A. Transactions and balances with related parties Nine months ended September 30, 2023 2022 General and administrative expenses: Directors compensation 317,502 309,759 Salaries and fees to officers 798,663 464,180 General and administrative expenses net (*) 1,116,165 (*) 773,939 (*) of which share based compensation 497,905 104,591 Research and development expenses: Salaries and fees to officers 33,417 (*) 87,629 (*) of which share based compensation - 3,024 Selling and marketing expenses: Salaries and fees to officers 33,417 (*) 87,629 (*) of which share based compensation - 3,024 B. Balances with related parties and officers: Other accounts payables 95,390 90,089 1. On March 29, 2023, the board approved the amendment to a consulting agreement with Joachim Fuchs, Chairman of the Board of Directors of Save Foods Ltd pursuant to which he will receive a monthly compensation of $ 1,000 (plus VAT if required by law). The board additionally approved the issuance of 50,000 restricted shares of Common Stock under the Company’s 2022 Share Incentive Plan. These shares will be subject to a twenty four month lockup period. SAVE FOODS, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) | 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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | 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 Nine months ended September 30, Three months ended September 30, 2023 2022 2023 2022 Israel 5,221 14,514 - 3,301 United States 41,554 35,948 - - Mexico 109,824 119,481 - 47,932 Turkey 1,019 - - - Revenues from sales of products 157,618 169,943 - 51,233 | 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 | SCHEDULE OF SALES TO CUSTOMERS Nine months ended September 30, Three months ended September 30, 2023 2022 2023 2022 Customer A 109,824 119,481 - 47,932 Customer B 41,554 35,948 - - Revenues from sales of products 151,378 155,429 - 47,932 | B. Sales to single customers exceeding 10 % of sales: 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 September 30, 2023 and 2022: SCHEDULE OF INFORMATION ON LONG LIVED ASSETS As of September 30, 2023 2022 Israel 118,165 238,982 United States 6,605 13,603 Property, plant and equipment and ROU assets 124,770 252,585 | 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 |
INVESTMENT IN NONCONSOLIDATED_2
INVESTMENT IN NONCONSOLIDATED AFFILIATE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Investment In Nonconsolidated Affiliate | ||
SCHEDULE OF FAIR VALUE CONVERSION | Fair value of the conversion feature as of the Securities Exchange closing and for September 30, 2023: SCHEDULE OF FAIR VALUE CONVERSION Fair value of the conversion feature April 5, 2023 September 30, 2023 Expected volatility (%) 78.20 % 125.10 % Risk-free interest rate (%) 4.34 % 5.32 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) (*) 1 0.50 Conversion price (Canadian dollars) (US$ 0.04 ) C$ 0.054 (US$ 0.04 ) C$ 0.054 Underlying share price (Canadian dollars) (US$ 0.04 ) C$ 0.05 (US$ 0.02 ) C$ 0.027 Fair value (U.S. dollars) $ 222,400 $ 42,700 (*) The Company estimated that the probability that the Debenture would be converted following 12 months is minimal. | 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) 7 - 10.5 Share price (US dollars) 20.09 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 – coupon US Government Loans. (***) Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the “simplified method”. |
SCHEDULE OF EQUITY INVESTMENT | SCHEDULE OF EQUITY INVESTMENT April 5, 2023 Through September 30, 2023 Revenue 292,000 Gross loss (31,000 ) loss from continuing operations (942,000 ) Net loss (1,612,000 ) As of September 30, 2023 Current assets 2,305,000 Noncurrent assets 1,405,000 Current liabilities 2,537,000 Noncurrent liabilities 931,000 SAVE FOODS, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||||||||
Oct. 04, 2023 | Aug. 29, 2023 | Apr. 05, 2023 | Aug. 15, 2022 | May 13, 2021 | Feb. 23, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 27, 2023 | Apr. 27, 2009 | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||
Underwritten public offering | 155,845 | ||||||||||||||
Proceeds from Issuance of Common Stock | $ 4,103,330 | $ 10,457,862 | $ 4,103,330 | $ 4,103,330 | $ 10,497,862 | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 228,572 | ||||||||||||||
Shares Issued, Price Per Share | $ 21 | $ 77 | $ 3.58 | $ 5.28 | $ 28.07 | ||||||||||
Proceeds from Issuance Initial Public Offering | $ 4,800,000 | ||||||||||||||
Payments of Stock Issuance Costs | 696,670 | ||||||||||||||
Proceeds from Option | $ 4,103,330 | ||||||||||||||
Stockholders Equity description | The Company granted the underwriter a 45-day option to purchase up to 34,286 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 11,429 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 ($26.25 | ||||||||||||||
Stockholders' Equity, Reverse Stock Split | one for seven reverse stock split | 7 to 1 reverse stock split | |||||||||||||
Retained Earnings (Accumulated Deficit) | $ 27,626,606 | [1] | $ 22,837,827 | [1],[2] | $ 17,098,227 | [2] | |||||||||
Stock Issued During Period, Shares, New Issues | 166,340 | 1,600,000 | 1,090,909 | ||||||||||||
Save Foods Ltd [Member] | |||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||
Equity Method Investment, Ownership Percentage | 98.48% | ||||||||||||||
Yaaran Investment [Member] | |||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||
Equity Method Investment, Ownership Percentage | 19.99% | ||||||||||||||
Shares, Issued | 4,200,000 | ||||||||||||||
Share Capital Percentage | 60% | ||||||||||||||
Exchanged capital | 223,008 | ||||||||||||||
Yaaran Investment [Member] | Nitrousink Ltd [Member] | |||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||||
Subsidiary, Ownership Percentage, Parent | 16.66% | ||||||||||||||
[1]Adjusted to reflect one |
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% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | |
Accounting Policies [Abstract] | |||
Restricted Cash, Current | $ 50,062 | $ 56,674 | $ 46,195 |
Allowance for Doubtful Accounts, Premiums and Other Receivables | 24,259 | 27,450 | |
Impairment of Long-Lived Assets to be Disposed of | 0 | ||
Severance Costs | 32,270 | $ 22,507 | |
Cumulative Research and Development Grants Received | $ 155,765 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Other current assets | $ 20,012 | $ 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 ($) | Sep. 30, 2023 | 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 | $ 51,855 | 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 ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 54,719 | $ 21,999 | ||
Payments to Acquire Property, Plant, and Equipment | $ 47,593 | $ 51,689 | $ 67,749 |
SCHEDULE OF OTHER ACCOUNT LIABI
SCHEDULE OF OTHER ACCOUNT LIABILITIES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Other accounts liabilities | $ 217,643 | $ 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 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) | 9 Months Ended | 12 Months Ended | |||||||||
Jan. 26, 2023 | Oct. 05, 2021 USD ($) | Oct. 05, 2021 ILS (₪) | Jun. 01, 2021 USD ($) | Sep. 22, 2020 USD ($) $ / shares shares | Oct. 10, 2018 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Aug. 15, 2022 $ / shares | May 13, 2021 $ / shares | |
Shares Issued, Price Per Share | $ / shares | $ 3.58 | $ 5.28 | $ 28.07 | $ 21 | $ 77 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | shares | |||||||||||
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% | ||||||||||
Consultant Two [Member] | |||||||||||
Hourly consultancy fee | $ 155 | ₪ 500 | |||||||||
Consulting Agreement [Member] | |||||||||||
Share-Based Payment Arrangement, Expense | $ 29,110 | ||||||||||
Consulting Agreement [Member] | Consultant One [Member] | |||||||||||
Debt Instrument, Periodic Payment | $ 13,000 | ||||||||||
Bonus amount | 150,000 | ||||||||||
Consulting Agreement [Member] | Consultant Two [Member] | |||||||||||
Debt Instrument, Periodic Payment | 2,000 | ||||||||||
Bonus amount | $ 250,000 | ||||||||||
Consulting Agreement [Member] | Consultant [Member] | |||||||||||
Share-Based Payment Arrangement, Expense | $ 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 Guarantees, Commitments, Amount | $ 155,765 | ||||||||||
Earthbound Technologies, LLC [Member] | Commission Agreement [Member] | Introduced Parties [Member] | |||||||||||
Percentage of revenues | 12.50% | ||||||||||
Revenues | $ 2,000,000 | ||||||||||
Percentage of gross profit | 25% | ||||||||||
Earthbound Technologies, LLC [Member] | Commission Agreement [Member] | Introduced Parties [Member] | Exceeds in Net Revenue [Member] | |||||||||||
Revenues | $ 500,000 | ||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 1,021 | ||||||||||
Stock Repurchased During Period, Shares | shares | 1,021 | ||||||||||
Shares Issued, Price Per Share | $ / shares | $ 58.80 | ||||||||||
Earthbound Technologies, LLC [Member] | Commission Agreement [Member] | Introduced Parties [Member] | Occurance of Additional Events in Agreement [Member] | |||||||||||
Stock Repurchased During Period, Shares | shares | 1,021 | ||||||||||
Shares Issued, Price Per Share | $ / shares | $ 58.80 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | shares | 1,021 |
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 ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | |||
Operating leases right-of-use asset | $ 72,915 | $ 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 Lease, Weighted Average Remaining Lease Term | 1 year 9 months 10 days | 2 years 10 months 24 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 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 | Sep. 30, 2023 | Dec. 31, 2022 | |
Operating Lease, Right-of-Use Asset | $ 129,613 | $ 72,915 | $ 121,855 | ||||
Operating Lease, Liability | $ 130,034 | $ 106,334 | |||||
Car Rental Agreement [Member] | |||||||
Lease term of contract | 3 years | 3 years | |||||
Payments for Rent | $ 1,300 | $ 950 | |||||
Operating Lease, Right-of-Use Asset | $ 47,280 | $ 34,362 | |||||
Miami Lease Agreement [Member] | |||||||
Lease term of contract | 1 year | ||||||
Payments for Rent | $ 600 | ||||||
Lease term of contract | 1 year | ||||||
Monthly payments | $ 630 | ||||||
Operating Lease, Right-of-Use Asset | $ 14,633 | ||||||
Tel Aviv, Israel [Member] | |||||||
Lease term of contract | 2 years | ||||||
Payments for Rent | $ 2,900 | ||||||
Lease term of contract | 3 years | ||||||
Monthly payments | $ 3,000 | ||||||
Neve Yarak, lsrael [Member] | |||||||
Lease term of contract | 1 year | ||||||
Payments for Rent | $ 2,000 | ||||||
Lease term of contract | 2 years | ||||||
Operating Lease, Right-of-Use Asset | $ 152,472 | ||||||
Operating Lease, Liability | 152,472 | ||||||
Neve Yarak, lsrael [Member] | First Option Period [Member] | |||||||
Monthly payments | 2,800 | ||||||
Neve Yarak, lsrael [Member] | Second Option Period [Member] | |||||||
Monthly payments | $ 3,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Oct. 11, 2023 USD ($) shares | Oct. 02, 2023 | Sep. 27, 2023 shares | Sep. 06, 2023 shares | Aug. 07, 2023 shares | Aug. 07, 2023 USD ($) shares | Jul. 27, 2023 USD ($) shares | Jul. 23, 2023 USD ($) | Jul. 23, 2023 shares | Jul. 06, 2023 shares | Jun. 30, 2023 USD ($) shares | Jun. 21, 2023 USD ($) shares | Jun. 21, 2023 USD ($) | Jun. 15, 2023 USD ($) | Jun. 14, 2023 shares | May 28, 2023 shares | Apr. 27, 2023 shares | Apr. 05, 2023 shares | Apr. 03, 2023 shares | Mar. 29, 2023 USD ($) shares | Mar. 29, 2023 shares | Feb. 13, 2023 shares | Jan. 20, 2023 shares | Oct. 26, 2022 USD ($) 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 | Aug. 03, 2022 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 ($) shares | Jan. 31, 2022 ILS (₪) shares | Jan. 09, 2022 USD ($) 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 ($) | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares | Mar. 31, 2023 USD ($) shares | Sep. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Underwritten public offering | shares | 155,845 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 21 | $ 77 | $ 3.58 | $ 3.58 | $ 5.28 | $ 28.07 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 166,340 | 1,600,000 | 1,090,909 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 4,103,330 | $ 4,103,330 | $ 10,457,862 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 18,164 | $ 65,270 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 8,574 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 302,823 | $ 670,240 | $ 67,614 | 245,464 | $ 283,118 | [1] | $ 279,734 | 917,070 | 413,952 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee Benefits and Share-Based Compensation | $ 173,991 | 3,917 | 18,164 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of stock issued | 19.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 228,572 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Research and Development Expense | $ 1,693,205 | $ 198,501 | 1,828,970 | $ 521,239 | $ 770,826 | $ 538,684 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
April Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 8,572 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 2,143 | 3,572 | 228,572 | 228,572 | 155,845 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 23 | 47,680 | $ 23 | $ 16 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 56,640 | 135,926 | 6,288 | 11,217 | 4,873 | 5,072 | 29,747 | 6,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 6 | $ 14 | $ 1 | $ 1 | $ 44 | [1] | $ 1 | $ 3 | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 24,137 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | 29,110 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 32,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | shares | 35,715 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Six Months Anniversary [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 10,715 | 11,905 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Nine Months Anniversary [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 10,714 | 11,905 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Twelve Months Anniversary [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 10,714 | 11,905 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Two Years [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 35,715 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 170,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Thirty Months [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 32,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 147,150 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 17,407 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Three Months [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 16,485 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash fee | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 858 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 19,125 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly consultancy fee | $ 4,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | 53,734 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 16,852 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 1,286 | 142,860 | 1,286 | 858 | 1,286 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 678,000 | $ 21,525 | $ 17,220 | $ 39,420 | 17,914 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 25,715 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | 11,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash | $ 11,250 | $ 11,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreements [Member] | E U Agritech Investment Ltd [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 21,009 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee Benefits and Share-Based Compensation | 66,667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreements [Member] | Six Months Anniversary [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 8,572 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreements [Member] | Nine Months Anniversary [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 8,572 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreements [Member] | Twelve Months Anniversary [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 8,571 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreements [Member] | Eighteen Month [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 25,715 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 122,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | 27,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
April IR Amendment [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,715 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 39,480 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly consultancy fee | $ 3,333 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 5,715 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreements One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | 678,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 66,862 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 9,892 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 3,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 3,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Agreement Percentage | 94% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | 5 | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Advance notice | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Advance description | The Advances are subject to certain limitations, including that the Investor cannot purchase any shares that would result in it beneficially owning more than 4.99% of the Company’s outstanding shares of Common Stock at the time of an Advance or acquiring more than 19.99% of the Company’s outstanding shares of Common Stock as of the date of the Purchase Agreement (the “Exchange Cap”) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase agreement description | (on October 2, 2023, at the annual meeting of stockholders, the stockholders approved the issuance of more than 20% of our issued and outstanding Common Stock, permitting us to request Advances from the Investor under the Purchase Agreement that will result in the issuance of more than 20% of our issued and outstanding shares of Common Stock as of the date of the Purchase Agreement without being subject to the Exchange Cap) | There is a | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Advances discount percentage | 3% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 700,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Purchase Commitment, Amount | $ 700,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Purchase Commitment, Amount | 3,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Exchange Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 223,008 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Research and Development Expense | $ 997,024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,442 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 19,125 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional One Time Bonus | $ 7,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional one time bonus shares | shares | 1,072 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant fees | $ 301,000 | $ 40,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issuable | shares | 1,715 | 1,715 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 7,143 | 3,572 | 858 | 1,715 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 99,500 | $ 53,856 | $ 126,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 33,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 1,286 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 10,001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Consulting Agreement [Member] | Each Qurter Twenty Twenty Three [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 2,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Service Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant fees | $ 275,000 | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 2,041 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 127,622 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly consultancy fee | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | June 15, 2021 Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant fees | $ 3,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issuable | shares | 29 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 100 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 5,747 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | 2021 Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issuable | shares | 86 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 4,926 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | October 1, 2021 Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,286 | 1,286 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 61,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | 136,000 | $ 95,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | October 1, 2021 Consulting Agreement [Member] | Six Installments [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,786 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Consulting Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 7,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | March IR Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant fees | $ 11,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 2,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 103,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 84,015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash Payment | $ 5,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | April IR Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,715 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 66,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly consultancy fee | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Services Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 141,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 100,697 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 7,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 195,355 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MrJoachim Fuchs [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 429 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 8,610 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase in consultancy fee | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MrJoachim Fuchs [Member] | Consulting Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,286 | 1,286 | 1,286 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 38,790 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly consultancy fee | $ 1,600 | ₪ 5,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | options to purchase | options to purchase | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 6,015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 90,665 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Under Written Public [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 228,572 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Consultant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 715 | 21,428 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Consultant [Member] | Consulting Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 1,430 | 21,428 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 19,919 | 59,695 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors Chairman [Member] | Consulting Agreement [Member] | First Qurter Twenty Twenty Three [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 3,572 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Joachim Fuchs [Member] | Consulting Agreements [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 7,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal Advisors [Member] | Consulting Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 6,123 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 22,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 4,945 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 22,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investor [Member] | Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 26,224 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 122,988 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[1]Adjusted to reflect one |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of Options Outstanding, Beginning | 33,533 | 27,518 | 29,560 |
Weighted Average Exercise Price, Beginning | $ 21 | $ 23.66 | $ 23.59 |
Number of Options, Granted | 6,015 | ||
Weighted Average Exercise Price, Granted | $ 8.75 | ||
Number of Options, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Number of Options, Forfeited | (340) | ||
Weighted Average Exercise Price, Forfeited | $ 22.05 | ||
Number of Options, Expired | (1,702) | ||
Weighted Average Exercise Price, Expired | $ 22.05 | ||
Number of Options, Exercised | |||
Number of Options Outstanding, Ending | 33,533 | 33,533 | 27,518 |
Weighted Average Exercise Price, Ending | $ 21 | $ 21 | $ 23.66 |
Number of Options Exercisable | 31,027 | 29,516 | |
Weighted Average Exercise Price, Exercisable | $ 21.88 | $ 22.54 | |
Number of Options, Forfeited | 340 | ||
Number of Options Exercisable | 31,027 | 29,516 | |
Weighted Average Exercise Price, Exercisable | $ 21.88 | $ 22.54 |
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% | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | [1] | 55.37% | ||
Share price (US dollars) | $ 20.09 | |||
Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | [1] | 64.89% | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | [2] | 3.48% | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 2 years | 6 years 3 months 21 days | [3] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 10.5 | |||
Fair value | $ 2.2 | |||
Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | [2] | 3.46% | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 1 year | 5 years 3 months 21 days | [3] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 7 | |||
Fair value | $ 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 $[3]Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the “simplified method”. |
SCHEDULE OF ESTIMATED FAIR VA_2
SCHEDULE OF ESTIMATED FAIR VALUE OF OPTIONS GRANTED (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 | |
US Government Loans [Member] | |
Short-Term Debt [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0% |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Aug. 07, 2023 | Aug. 29, 2022 | Sep. 22, 2020 | Jul. 02, 2020 | Jun. 23, 2020 | Oct. 18, 2018 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 15, 2022 | May 13, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 6,015 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 31,027 | 31,027 | 29,516 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | $ 0 | $ 0 | $ 120,614 | |||||||||
Shares Issued, Price Per Share | $ 3.58 | $ 3.58 | $ 5.28 | $ 28.07 | $ 21 | $ 77 | |||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 90,665 | ||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 18,164 | $ 65,270 | |||||||||||
Employee Benefits and Share-Based Compensation | $ 173,991 | $ 3,917 | $ 18,164 | ||||||||||
Employees and Directors [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | ||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 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] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 10,205 | 3,021 | 12,995 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 27,211 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | The options shall vest quarterly over two years commencing June 1, 2020, whereby | The options shall vest quarterly over two years commencing June 23, 2020, whereby | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 12.50% | 12.50% | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 344,767 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized | 14,210 | ||||||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 41,421 | ||||||||||||
2018 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 27,211 | ||||||||||||
2022 Equity Incentive Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 142,858 | ||||||||||||
2022 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 142,858 | ||||||||||||
2022 Equity Share Incentive Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 136,843 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Apr. 27, 2023 | Apr. 05, 2023 | Feb. 13, 2023 | Aug. 15, 2022 | Jul. 28, 2022 | Jun. 26, 2022 | Apr. 02, 2022 | Feb. 01, 2022 | May 13, 2021 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 8,574 | |||||||||||||||
Share Price | $ 20.09 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 166,340 | 1,600,000 | 1,090,909 | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | [1] | 55.37% | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | 0% | ||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 18,164 | $ 65,270 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.72% | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.44% | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 52.14% | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 63.36% | |||||||||||||||
Cash liability | $ 40,350 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | [2] | 3.46% | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 1 year | 5 years 3 months 21 days | [3] | |||||||||||||
Maximum [Member] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | [2] | 3.48% | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | [1] | 64.89% | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 2 years | 6 years 3 months 21 days | [3] | |||||||||||||
Common Stock [Member] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,143 | 3,572 | 228,572 | 228,572 | 155,845 | |||||||||||
Letter Agreement [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,423 | |||||||||||||||
Share-Based Payment Arrangement, Expense | $ 30,600 | |||||||||||||||
Letter Agreement [Member] | February 2022 Warrant [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11,058 | |||||||||||||||
Share Price | $ 0.35 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,212 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.35% | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 52.14% | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | 0% | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 9 months | |||||||||||||||
Debt Instrument, Fair Value Disclosure | $ 332,859 | |||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 138,692 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 2.52% | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.79% | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 52.12% | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 56.48% | |||||||||||||||
Cash liability | $ 7,009 | |||||||||||||||
Letter Agreement [Member] | February 2022 Warrant [Member] | Minimum [Member] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 6 months | |||||||||||||||
Letter Agreement [Member] | February 2022 Warrant [Member] | Maximum [Member] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 1 year | |||||||||||||||
Vest Upon Laps of 12 Months [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,858 | |||||||||||||||
Vest Upon Laps of 18 Months [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,858 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 66.50 | |||||||||||||||
Vest Upon Laps of 24 Months [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,858 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 31.50 | $ 77 | ||||||||||||||
April Investor Relation Agreement [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,858 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 42 | |||||||||||||||
April Investor Relation Agreement [Member] | Common Stock [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,716 | |||||||||||||||
[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 $[3]Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the “simplified method”. |
SCHEDULE OF COST OF SALES (Deta
SCHEDULE OF COST OF SALES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cost of sales | $ 24,402 | $ 70,229 | $ 79,249 | $ 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 ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Research and development expenses | $ 1,693,205 | $ 198,501 | $ 1,828,970 | $ 521,239 | $ 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 ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
General and administrative expense | $ 1,103,257 | $ 1,479,064 | $ 3,481,408 | $ 3,519,746 | $ 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] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% |
Income Tax Examination, Description | Income of the Israeli company is taxable at enacted tax rate of 23%. | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 1,489,334 | |
Minimum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Operating Loss Carryforwards | 6,034,551 | |
Income (Loss) from Continuing Operations before Income Taxes, Domestic | 770,787 | |
Maximum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Operating Loss Carryforwards | 13,528,454 | |
Income (Loss) from Continuing Operations before Income Taxes, Domestic | $ 18,792,218 |
SCHEDULE OF BASIC AND DILUTED L
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2023 | [1] | Sep. 30, 2022 | [1] | Sep. 30, 2023 | [1] | Sep. 30, 2022 | [1] | Dec. 31, 2022 | Dec. 31, 2021 | |||
Earnings Per Share [Abstract] | ||||||||||||
Weighted average number of shares of Common Stock outstanding attributable to shareholders | 1,331,070 | 557,827 | 1,020,339 | 476,314 | 528,776 | [2] | 363,739 | |||||
Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*) | [3] | 33,533 | 27,518 | |||||||||
[1]Adjusted to reflect one |
SCHEDULE OF TRANSACTIONS AND BA
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Salaries and fees to officers | $ 1,103,257 | $ 1,479,064 | $ 3,481,408 | $ 3,519,746 | $ 4,716,909 | $ 4,266,854 |
Share based compensation | 18,164 | 65,270 | ||||
Research and Development Expense | 1,693,205 | 198,501 | 1,828,970 | 521,239 | 770,826 | 538,684 |
Salaries and fees to officers | (24,402) | (70,229) | (79,249) | (158,313) | (135,943) | |
Selling and Marketing Expense | 60,462 | 117,107 | 217,907 | 440,156 | 567,598 | 200,299 |
Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Salaries and fees to officers | 1,116,165 | 773,939 | ||||
Salaries and Related Expenses [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Other accounts payables | $ 95,390 | $ 90,089 | 95,390 | 90,089 | 103,497 | 113,845 |
Directors Compensation [Member] | Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Salaries and fees to officers | 317,502 | 309,759 | ||||
Salaries and Fees to Officers [Member] | Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Salaries and fees to officers | 798,663 | 464,180 | ||||
Research and Development Expense | 33,417 | 87,629 | ||||
Selling and Marketing Expense | 33,417 | 87,629 | ||||
General and Administrative Expense [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
General and administrative expenses net | 1,085,039 | 953,922 | ||||
Share based compensation | 124,508 | 104,362 | ||||
General and Administrative Expense [Member] | Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share based compensation | 497,905 | 104,591 | ||||
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] | ||||||
Share based compensation | 3,024 | 22,481 | ||||
Research and Development Expense [Member] | Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share based compensation | 3,024 | |||||
Research and Development Expense [Member] | Salaries and Fees to Officers [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Research and Development Expense | 276,738 | 309,168 | ||||
Cost of Sales [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share 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] | ||||||
Share based compensation | 3,024 | 8,992 | ||||
Selling and Marketing Expense [Member] | Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share based compensation | $ 3,024 | |||||
Selling and Marketing Expense [Member] | Salaries and Fees to Officers [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Selling and Marketing Expense | $ 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 Arrangements, Overall, Description | In addition, each member of the board shall receive a one-time grant of options to purchase shares of the Company representing 0.25% of the Company’s outstanding share capital as of the date of the approval. | In addition, each member of the board shall receive a one-time grant of options to purchase shares of the Company representing 0.25% of the Company’s outstanding share capital as of the date of the approval. | ||||
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] | ||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 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] | ||||||
Salary and Wage, Excluding Cost of Good and Service Sold | 6,000 | |||||
Chief Executive Officer [Member] | Consulting Agreements [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Salary and Wage, Excluding Cost of Good and Service Sold | 14,000 | |||||
Reimbursement expenses | $ 500 | |||||
Deferred Compensation Arrangements, Overall, Description | In addition, the CEO shall receive a one-time grant of options to purchase shares of the Company representing 4.5% of the Company’s outstanding share capital as of the date of the approval. | |||||
Chief Financial Officer [Member] | Consulting Agreements [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Salary and Wage, Excluding Cost of Good and Service Sold | 5,000 | |||||
Reimbursement expenses | $ 500 | |||||
Ms Bardas [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 25,000 | |||||
Ms Bardas [Member] | Maximum [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Salary and Wage, Excluding Cost of Good and Service Sold | 8,000 | |||||
Ms Bardas [Member] | Minimum [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Salary and Wage, Excluding Cost of Good and Service Sold | 5,500 | |||||
Director [Member] | Consulting Agreements [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Salary and Wage, Excluding Cost of Good and Service Sold | 25,000 | |||||
Director [Member] | Consulting Agreements [Member] | Minimum [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Salary and Wage, Excluding Cost of Good and Service Sold | 10,575 | $ 7,575 | ||||
Lital Barda [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 25,000 | $ 25,000 |
SCHEDULE OF INFORMATION ON SALE
SCHEDULE OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from sales of products | $ 51,233 | $ 157,618 | $ 169,943 | $ 394,004 | $ 438,141 | |
UNITED STATES | ||||||
Revenues from sales of products | 41,554 | 35,948 | 163,644 | 201,455 | ||
MEXICO | ||||||
Revenues from sales of products | 47,932 | 109,824 | 119,481 | 154,425 | 221,025 | |
ISRAEL | ||||||
Revenues from sales of products | 3,301 | 5,221 | 14,514 | 29,998 | 15,661 | |
TÃœRKIYE | ||||||
Revenues from sales of products | $ 1,019 | $ 45,937 |
SCHEDULE OF SALES TO CUSTOMERS
SCHEDULE OF SALES TO CUSTOMERS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from sales of products | $ 51,233 | $ 157,618 | $ 169,943 | $ 394,004 | $ 438,141 | |
Customer A [Member] | ||||||
Revenues from sales of products | 47,932 | 109,824 | 119,481 | 163,644 | 201,455 | |
Customer B [Member] | ||||||
Revenues from sales of products | 41,554 | 35,948 | 154,425 | 221,025 | ||
Customer C [Member] | ||||||
Revenues from sales of products | 45,937 | |||||
Customer [Member] | ||||||
Revenues from sales of products | $ 47,932 | $ 151,378 | $ 155,429 | $ 364,006 | $ 422,480 |
SCHEDULE OF INFORMATION ON LONG
SCHEDULE OF INFORMATION ON LONG LIVED ASSETS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Property, plant and equipment and ROU assets | $ 124,770 | $ 219,769 | $ 252,585 | $ 230,557 |
ISRAEL | ||||
Property, plant and equipment and ROU assets | 118,165 | 207,779 | 238,982 | 197,563 |
UNITED STATES | ||||
Property, plant and equipment and ROU assets | $ 6,605 | $ 11,990 | $ 13,603 | $ 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% |
SCHEDULE OF FAIR VALUE ASSETS O
SCHEDULE OF FAIR VALUE ASSETS ON RECURRING BASIS (Details) - USD ($) | Sep. 30, 2023 | Apr. 04, 2023 | [1] |
Platform Operator, Crypto-Asset [Line Items] | |||
Investment in Plantify | $ 1,252,178 | ||
Convertible loan | 1,029,300 | ||
Total assets | 2,281,478 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Investment in Plantify | 1,252,178 | $ 929,800 | |
Convertible loan | |||
Total assets | 1,252,178 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Investment in Plantify | |||
Convertible loan | |||
Total assets | |||
Fair Value, Inputs, Level 3 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Investment in Plantify | |||
Convertible loan | 1,029,300 | $ 1,021,300 | |
Total assets | $ 1,029,300 | ||
[1]Relative fair value calculated at inception. |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF ASSETS (Details) | 6 Months Ended | |
Sep. 30, 2023 USD ($) | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Outstanding at September 30, 2023 | $ 1,252,178 | |
Outstanding at September 30, 2023 | 1,029,300 | |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Initial recognition of the investment in Plantify as at April 5, 2023 | 929,800 | [1] |
Additional investment in shares of Plantify | 417,890 | |
Changes in fair value | (95,512) | |
Outstanding at September 30, 2023 | 1,252,178 | |
Outstanding at September 30, 2023 | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Changes in fair value | 8,000 | |
Outstanding at September 30, 2023 | ||
Initial recognition of the convertible loan issued as at April 5, 2023 | 1,021,300 | [1] |
Outstanding at September 30, 2023 | $ 1,029,300 | |
[1]Relative fair value calculated at inception. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Nov. 08, 2023 shares | Nov. 07, 2023 shares | Oct. 04, 2023 | Oct. 02, 2023 shares | Jul. 23, 2023 shares | May 28, 2023 shares | Apr. 27, 2023 shares | Apr. 05, 2023 shares | Feb. 13, 2023 shares | Jan. 26, 2023 | Jan. 20, 2023 $ / shares shares | Jan. 19, 2023 USD ($) shares | Jan. 19, 2023 ILS (₪) shares | Aug. 15, 2022 shares | May 13, 2021 shares | Feb. 23, 2021 | Oct. 31, 2023 | Sep. 30, 2022 shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Sep. 30, 2023 $ / shares | |
Subsequent Event [Line Items] | |||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
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% | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 166,340 | 1,600,000 | 1,090,909 | ||||||||||||||||||
Stockholders' Equity, Reverse Stock Split | one for seven reverse stock split | 7 to 1 reverse stock split | |||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | 35,715 | ||||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,500,000 | ||||||||||||||||||||
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% | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 928,572 | ||||||||||||||||||||
Stockholders' Equity, Reverse Stock Split | reverse stock split of the Common Stock, by a ratio of no less than 1-for-7 and no more than 1-for-10 | one | |||||||||||||||||||
Subsequent Event [Member] | Cheif Operating Officer [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Bonus | $ 17,000 | ₪ 60,000 | |||||||||||||||||||
Shares, Issued | 1,000 | 1,000 | |||||||||||||||||||
Subsequent Event [Member] | Consulting Agreement [Member] | Board of Directors Chairman [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | 2,143 | ||||||||||||||||||||
Restricted shares | 10,000 | ||||||||||||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 20,000 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,143 | 3,572 | 228,572 | 228,572 | 155,845 | ||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,286 | ||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | Consulting Agreement [Member] | Board of Directors Chairman [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | 3,572 | ||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
SCHEDULE OF FAIR VALUE CONVERSI
SCHEDULE OF FAIR VALUE CONVERSION (Details) | 9 Months Ended | ||||||||
Apr. 05, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 $ / shares | Sep. 30, 2023 $ / shares | Sep. 30, 2023 | Apr. 05, 2023 $ / shares | Apr. 05, 2023 $ / shares | Apr. 05, 2023 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Equity Securities, FV-NI | $ 222,400 | $ 42,700 | |||||||
Measurement Input, Price Volatility [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Equity Securities, FV-NI, Measurement Input | 125.10 | 78.20 | |||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Equity Securities, FV-NI, Measurement Input | 5.32 | 4.34 | |||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Equity Securities, FV-NI, Measurement Input | 0 | 0 | |||||||
Measurement Input, Expected Term [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
[custom:EquitySecuritiesFvNiMeasurementInputTerm] | [1] | 1 year | 6 months | ||||||
Measurement Input, Conversion Price [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Equity Securities, FV-NI, Measurement Input | 0.04 | 0.054 | 0.04 | 0.054 | |||||
Measurement Input, Share Price [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Equity Securities, FV-NI, Measurement Input | 0.02 | 0.027 | 0.04 | 0.05 | |||||
[1]The Company estimated that the probability that the Debenture would be converted following 12 months is minimal. |
SCHEDULE OF EQUITY INVESTMENT (
SCHEDULE OF EQUITY INVESTMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net loss | $ (2,365,596) | $ (1,759,413) | $ (4,788,779) | $ (4,345,833) | $ (5,739,600) | $ (4,820,580) | |
Current assets | 2,845,055 | $ 2,845,055 | 2,845,055 | 6,272,444 | 7,229,097 | ||
Current liabilities | 633,473 | 633,473 | 633,473 | $ 714,849 | $ 931,304 | ||
Plantify Foods Inc [Member] | |||||||
Revenue | 292,000 | ||||||
Gross loss | (31,000) | ||||||
loss from continuing operations | (942,000) | ||||||
Net loss | (1,612,000) | ||||||
Current assets | 2,305,000 | 2,305,000 | 2,305,000 | ||||
Noncurrent assets | 1,405,000 | 1,405,000 | 1,405,000 | ||||
Current liabilities | 2,537,000 | 2,537,000 | 2,537,000 | ||||
Noncurrent liabilities | $ 931,000 | $ 931,000 | $ 931,000 |
SCHEDULE OF TRANSACTIONS AND _2
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES (Details) (Parenthetical) - Board of Directors Chairman [Member] | Mar. 29, 2023 USD ($) shares |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ | $ 1,000 |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 50,000 |
INVESTMENT IN NONCONSOLIDATED_3
INVESTMENT IN NONCONSOLIDATED AFFILIATE (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 07, 2023 USD ($) shares | Apr. 27, 2023 shares | Apr. 05, 2023 shares | Mar. 31, 2023 USD ($) | Feb. 13, 2023 shares | Aug. 15, 2022 shares | May 13, 2021 shares | Sep. 30, 2023 shares | Jun. 30, 2023 shares | Mar. 31, 2023 USD ($) shares | Sep. 30, 2022 shares | Jun. 30, 2022 shares | Mar. 31, 2022 shares | Sep. 30, 2023 USD ($) | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Sep. 07, 2023 $ / shares | Mar. 31, 2023 CAD ($) $ / shares | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum | 16.66% | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 166,340 | 1,600,000 | 1,090,909 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.10 | |||||||||||||||||
Unrealized Gain (Loss) on Investments | $ | $ 87,576 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,143 | 3,572 | 228,572 | 228,572 | 155,845 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | 56,640 | 135,926 | 6,288 | 11,217 | 4,873 | 5,072 | 29,747 | 6,000 | ||||||||||
Plantify Foods [Member] | ||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum | 23% | 19.99% | 19.99% | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 55,004,349 | 166,340 | ||||||||||||||||
Debt Instrument, Face Amount | $ 1,124,000 | $ 1,124,000 | $ 1,500,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | 8% | 8% | |||||||||||||||
Debt Instrument, Maturity Date | Oct. 04, 2024 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.01 | $ 0.05 | ||||||||||||||||
Other Ownership Interests, Offering Costs | $ | $ 404,890 | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 85,008,698 | |||||||||||||||||
[custom:DebtInstrumentInvestmentRate-0] | 24.70% | 24.70% | ||||||||||||||||
Plantify Foods [Member] | Common Stock [Member] | ||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 300,043.49 |