Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-40403 | ||
Entity Registrant Name | N2OFF, 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 | ||
Entity Address, Country | IL | ||
Entity Address, Postal Zip Code | 4994500 | ||
City Area Code | 347 | ||
Local Phone Number | 468 9583 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | NITO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,625,388 | ||
Entity Common Stock, Shares Outstanding | 2,988,617 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 1057 | ||
Auditor Name | Somekh Chaikin | ||
Auditor Location | Tel Aviv, Israel |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Current Assets | |||
Cash and cash equivalents | $ 4,447,003 | $ 5,700,709 | |
Restricted cash (Note 2D) | 31,171 | 50,062 | |
Accounts receivable, net of allowance for doubtful account of $64,031 and $24,259 as of December 31, 2023 and 2022. respectively | 107,007 | 192,597 | |
Inventories | 121,513 | 81,706 | |
Prepaid expenses | 719,389 | 223,238 | |
Other current assets (Note 3) | 39,538 | 24,132 | |
Total Current assets | 5,465,621 | 6,272,444 | |
Right-of-use asset arising from operating leases (Note 9) | 56,568 | 121,855 | |
Property and equipment, net (Note 4) | 66,581 | 97,914 | |
Investment in nonconsolidated affiliate (Note 5) | 1,655,461 | ||
Total assets | 7,244,231 | 6,492,213 | |
Current Liabilities | |||
Accounts payable | 43,539 | 127,484 | |
Other liabilities (Note 7) | 734,933 | 587,365 | |
Total current liabilities | 778,472 | 714,849 | |
Non current operating lease liabilities (Note 9) | 7,181 | 40,023 | |
Total liabilities | 785,653 | 754,872 | |
Stockholders’ Equity (*) (Note 10) | |||
Common stock of $ 0.0001 par value each (“Common Stock”): 495,000,000 shares authorized as of December 31, 2023 and 2022; issued and outstanding 2,955,490 and 688,272 shares as of December 31, 2023 and 2022, respectively. | [1] | 296 | 69 |
Preferred stock of $ 0.0001 par value (“Preferred Stock”): 5,000,000 shares authorized as of December 31, 2023 and 2022; issued and outstanding 0 shares as of December 31, 2023 and 2022. | [1] | ||
Additional paid-in capital | [1] | 35,866,223 | 28,710,412 |
Foreign currency translation adjustments | [1] | (26,275) | (26,275) |
Accumulated deficit | [1] | (29,360,235) | (22,837,827) |
Total Company’s stockholders’ equity | 6,480,009 | 5,846,379 | |
Non-controlling interest | (21,431) | (109,038) | |
Total stockholders’ equity | 6,458,578 | 5,737,341 | |
Total liabilities and stockholders’ equity | $ 7,244,231 | $ 6,492,213 | |
[1]Adjusted to reflect one |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts | $ 64,031 | $ 24,259 |
Common stock ,par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 495,000,000 | 495,000,000 |
Common stock , shares issued | 2,955,490 | 688,272 |
Common stock ,shares outstanding | 2,955,490 | 688,272 |
Preferred stock , par value | $ 0.0001 | $ 0.0001 |
Preferred stock , shares authorised | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock , shares outstanding | 0 | 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||
Revenues from sales of products | $ 263,445 | $ 394,004 | |
Cost of sales (Note 13) | (55,178) | (158,313) | |
Gross profit | 208,267 | 235,691 | |
Research and development expenses (Note 14) | (1,938,234) | (770,826) | |
Selling and marketing expenses | (271,966) | (567,598) | |
General and administrative expenses (Note 15) | (5,575,843) | (4,716,909) | |
Operating loss | (7,577,776) | (5,819,642) | |
Financing income, net (Note 16) | 46,511 | 39,801 | |
Other income (Note 10(21)) | 984,940 | ||
Changes in fair value of an investment in an associate measured under the fair value option (Note 5) | (713,593) | ||
Net loss | [1] | (7,259,918) | (5,779,841) |
Less: Net loss attributable to non-controlling interests | 737,510 | 40,241 | |
Net loss attributable to the Company’s stockholders’ equity | $ (6,522,408) | $ (5,739,600) | |
Loss per share (basic) | [2] | $ 5.43 | $ 10.85 |
Loss per share (diluted) | [2] | $ 5.43 | $ 10.85 |
Weighted average number of shares outstanding, basic | [2] | 1,200,608 | 528,776 |
Weighted average number of shares outstanding, diluted | [2] | 1,200,608 | 528,776 |
[1]Adjusted to reflect one one |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) | 1 Months Ended | |
Oct. 04, 2023 | Oct. 31, 2023 | |
Equity [Abstract] | ||
Stockholders' equity, reverse stock split | one for seven reverse stock split | one |
Statements of Changes In Stockh
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, value 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 | [1] | $ 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 service providers | [1] | $ 3 | 916,476 | 916,479 | 591 | 917,070 | ||
Issuance of shares to employees and services providers, shares | 29,747 | |||||||
Share based compensation to employees and directors | [1] | 82,888 | 82,888 | 1,283 | 84,171 | |||
Comprehensive loss for the year | [1] | (5,739,600) | (5,739,600) | (40,241) | (5,779,841) | |||
Balance, value 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 service providers | [1] | $ 99 | 2,923,742 | 2,923,841 | 2,923,841 | |||
Issuance of shares to employees and services providers, shares | 990,092 | |||||||
Share based compensation to employees and directors | [1] | 23,266 | 23,266 | 434 | 23,700 | |||
Comprehensive loss for the year | [1] | (6,522,408) | (6,522,408) | (737,510) | (7,259,918) | |||
Issuance of shares for Plantify exchange agreement (note 5) | [1] | $ 17 | 826,688 | 826,705 | 826,705 | |||
Issuance of shares for Plantify exchange agreement , shares | 166,340 | |||||||
Issuance of shares for Yaaran exchange agreement (note 6 and note 10(22)) | [1] | $ 22 | 997,002 | 997,024 | 664,683 | 1,661,707 | ||
Issuance of shares for Yaaran exchange agreement, shares | 223,008 | |||||||
Issuance of shares for standby equity purchase agreement I | [1] | $ 78 | 2,290,850 | 2,290,928 | 2,290,928 | |||
Stock issued during period, shares equity purchase agreement I, shares | 777,224 | |||||||
Issuance of shares for standby equity purchase agreement II | [1] | $ 11 | 254,263 | 254,274 | 254,274 | |||
Stock issued during period, shares equity purchase agreement II, shares | 110,554 | |||||||
Transactions with non- controlling interests (note 6) | [1] | (160,000) | (160,000) | 160,000 | ||||
Balance, value at Dec. 31, 2023 | $ 296 | $ 35,866,223 | $ (26,275) | $ (29,360,235) | $ 6,480,009 | $ (21,431) | $ 6,458,578 | |
Balance, shares at Dec. 31, 2023 | 2,955,490 | |||||||
[1]Adjusted to reflect one |
Statements of Changes In Stoc_2
Statements of Changes In Stockholders' Equity (Parenthetical) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 04, 2023 | Aug. 15, 2022 | Oct. 31, 2023 | Dec. 31, 2022 | |
Issuance costs, net | $ 696,670 | |||
Stockholders' equity, reverse stock split | one for seven reverse stock split | one | ||
Common Stock [Member] | ||||
Issuance costs, net | $ 696,670 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Loss for the year | [1] | $ (7,259,918) | $ (5,779,841) |
Adjustments required to reconcile net loss for the year to net cash used in operating activities: | |||
Depreciation | 20,838 | 54,719 | |
Decrease in liability for employee rights upon retirement, net | (28,452) | ||
Issuance of shares to employees and service providers | 2,477,544 | 856,064 | |
IPR&D recorded in respect of purchase of NTWO OFF Ltd. | 1,661,707 | ||
Share based compensation to employees and directors | 23,700 | 84,171 | |
Gain from sales of property and equipment | (12,294) | ||
Gain from standby equity purchase agreement I | (1,157,647) | ||
Change in fair value of investment in nonconsolidated affiliate | 713,593 | ||
Exchange rate differences on operating leases | 13,064 | (13,731) | |
Decrease (Increase) in accounts receivable, net | 85,590 | (19,967) | |
Increase in inventories | (39,807) | (59,103) | |
Decrease in prepaid expenses and other current assets | 164,880 | 39,888 | |
Decrease in accounts payable | (90,954) | (116,580) | |
Increase (decrease) in other liabilities | 173,360 | (112,083) | |
Decrease in operating lease expense | 59,883 | 66,647 | |
Change in operating lease liability | (66,298) | (68,858) | |
Net cash used in operating activities | (3,232,759) | (5,097,126) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Investment in nonconsolidated affiliate | (1,542,349) | ||
Proceeds from sales of property and equipment | 22,789 | ||
Purchase of property and equipment | (51,689) | ||
Net cash used in investing activities | (1,519,560) | (51,689) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from promissory note | 700,000 | ||
Repayments of long-term loans from banking institutions and other | (700,000) | (8,390) | |
Proceeds from standby equity purchase agreement, net | 3,472,712 | ||
Proceeds from shares issued for cash, net of issuance costs | 4,103,330 | ||
Net cash provided by financing activities | 3,472,712 | 4,094,940 | |
Effect of exchange rate changes on cash and cash equivalents | 7,010 | (2,966) | |
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (1,272,597) | (1,056,841) | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR | 5,750,771 | 6,807,612 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR | 4,478,174 | 5,750,771 | |
Non-cash transactions: | |||
Termination of lease liability | 21,114 | ||
Initial recognition of operating lease right-of-use assets | 15,709 | 47,280 | |
Issuance of shares in exchange for investment in nonconsolidated affiliate (see Note 10) | 826,705 | ||
Issuance of shares for future services | 422,163 | 61,006 | |
Issuance of shares for commitment fee (see Note 10(21)) | $ 254,274 | ||
[1]Adjusted to reflect one |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1– GENERAL A. Operations N2OFF, Inc. (formerly Save Foods, Inc) (the “Company”) was incorporated on April 1, 2009, under the laws of the State of Delaware. On April 27, 2009, the Company acquired from its stockholders 98.48 On May 13, 2021, the Company completed an underwritten public offering of 155,845 10,457,862 On August 15, 2022, the Company completed an underwritten public offering of 228,572 4,103,330 During September through December 2023 the Company issued an aggregate of 691,000 3,499,388 On November 6, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with N2OFF, 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 “N2OFF, 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. After the balance sheet date, on March 19, 2024, the Company changed its name from “Save Foods, Inc.” to “N2OFF, Inc.” B. Reverse stock split 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 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”). Plantify is a Canadian corporation traded on the TSX Venture Exchange (“TSXV”) which focus on the development and production of “clean-label” plant-based products - see Note 5 below for further information. D. Stock Exchange Agreement with Yaaran Investments On August 29, 2023, the Company entered into an exchange agreement with Yaaran Investments Ltd. and formed an Israeli subsidiary, Nitrousink Ltd., now known as NTWO OFF Ltd. (“NTWO OFF LTD”) which focus on nitrous oxide (“N2O”), a potent greenhouse gas with significant global warming ramifications - see Note 6 below for further information. N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1– GENERAL (continue) E. Going concern uncertainty Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $ 29 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 December 31, 2023, management currently is of the opinion that its existing cash will be sufficient to fund operations until the end of the second quarter of 2025. 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. 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. F. Hamas terrorist attacks Because most of the Company’s operations are conducted in Israel and all members of its board of directors, management, as well as a majority of its employees and consultants, including employees of its service providers, are located in Israel, its 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. Following the attack by Hamas on Israel’s southern border, Hezbollah in Lebanon also launched missile, rocket, drone and shooting attacks against Israeli military sites, troops and Israeli towns in northern Israel. In response to these attacks, the Israeli army has carried out a number of targeted strikes on sites belonging to Hezbollah in southern Lebanon. It is possible that the hostilities with Hezbollah will escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank, as well as other hostile countries, such as Iran, will join the hostilities. Such hostilities may include terror and missile attacks. In the event that the Company’s facilities are damaged as a result of hostile actions, or hostilities otherwise disrupt our ongoing operations, its ability to deliver or provide products and services in a timely manner to meet its contractual obligations towards customers and vendors could be materially and adversely affected. 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. Although many of such military reservists have since been released, they may be called up for additional reserve duty, depending on developments in the war in Gaza and along Israel’s other borders. Certain of its employees and consultants in Israel, in addition to employees of its service providers located in Israel, have been called, and additional employees may be called, for service in the current or future wars or other armed conflicts with Hamas as well as the other pending or future armed conflicts in which Israel is or may become engaged, and such persons may be absent for an extended period of time. The Company has experienced delays in pilots and packaging activities due to the war, as certain packing houses, have halted operations for the time being. Additionally, the Company anticipated engaging additional packing houses to conduct pilots with Company’s product, but, due to the war, the Company were unable to continue pursuing new collaborations for these pilots, and the Company may not be able to resume any potential collaborations if the current war persists for an extended duration. The Company is unable to predict how long the current conflict will last, as well as the repercussions these delays will have on operations. If the Company is unable to renew pilots or collaborations with local packing houses Company’s financial results may be affected. 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. N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2– SIGNIFICANT ACCOUNTING POLICIES These consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (U.S. 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 calculation of fair value of the convertible loan. 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. N2OFF, 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 subsidiaries. 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, 2023 and 2022 include $ 31,171 50,062 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 amounts of receivables in dispute, and the current receivables aging and current payment patterns. As of December 31, 2023, and 2022, an allowance for doubtful debts in the amount of $ 64,031 24,259 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. 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 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. N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (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 (see Note 5): SCHEDULE OF FAIR VALUE ASSETS ON RECURRING BASIS Level 1 Level 2 Level 3 Total As of December 31, 2023 Level 1 Level 2 Level 3 Total US$ Assets: Investment in Plantify 641,561 - - 641,561 Convertible loan - - 1,013,900 1,013,900 Total assets 641,561 - 1,013,900 1,655,461 The following table presents the changes in fair value of the Level 1 assets for the period April 5, 2023 through December 31, 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 (*) 929,864 Additional investment in shares of Plantify 417,890 Changes in fair value (706,193 ) Outstanding at December 31, 2023 641,561 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) Fair value (continue) The following table presents the changes in fair value of the Level 3 assets for the period April 5, 2023 through December 31, 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 (7,400 ) Outstanding at December 31, 2023 1,013,900 (*) Relative fair value calculated at inception. H. 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, suggests that substantially all of the fair value of the gross assets of a subsidiary acquired is concentrated in a single asset or a group of similar assets, such as a single IPR&D asset, the acquired net assets do not meet the definition of a business. Noncontrolling interests of a subsidiary that does not meet the definition of a business are initially measured at fair value. For more details see Note 6. I. 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 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) J. 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 2023 and 2022 financial statements and did not recognize any amount with respect to an unrecognized tax benefit in its balance sheets. K. 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. N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) L. Research and development expenses Research and development expenses are charged to comprehensive loss as incurred. M. 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 31, 2023 and 2022, amounted to $ 155,765 As of December 31, 2023, and 2022, the Group did not accrue 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. N. 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. O. Basic and diluted loss per common stock Basic loss per common stock is computed by dividing the loss for the period applicable to stockholders, by the weighted average number of shares of common stock outstanding during the period. 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. Accordingly, in 2023 and 2022, no potential shares are considered. P. 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. N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) Q. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. The Group considers that its cash and cash equivalents have low credit risk based on the credit ratings of the counterparties. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. R. Commitments and Contingencies The Group records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. S. Leases The Group determines if an arrangement is or contains a lease at contract inception. The Group is a lessee in certain operating leases primarily for office space and vehicles. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. ROU assets represent Group’s right to use an underlying asset for the lease term and lease liabilities represent Group’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The 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 the statement of comprehensive loss. T. New Accounting Pronouncements Improvements to Reportable Segment disclosures (Topic 280): In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses and segment-related data. For public companies, the amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. The Company does not expect this ASU to have a material effect on its consolidated financial statements. Improvements to Income Tax Disclosure (Topic 740): In December 2023, the FASB issued ASU No. 2023-09, Income Tax (Topic 740) - Improvements to Income Tax Disclosures which requires companies to break out their income tax expense, income tax rate reconciliation and income tax payments made in more detail. For public companies, the requirements will become effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not expect this ASU to have a material effect on its consolidated financial statements. N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 3 – OTHER CURRENT ASSETS SCHEDULE OF OTHER CURRENT ASSETS 2023 2022 December 31, 2023 2022 Government Institutions 38,227 24,132 Other receivable 1,311 - Other current assets 39,538 24,132 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 – PROPERTY AND EQUIPMENT, NET SCHEDULE OF PROPERTY PLANT AND EQUIPMENT 2023 2022 December 31, 2023 2022 Computers 30,471 30,471 Furniture and office equipment 21,417 21,417 Machines 213,677 213,677 Vehicles 29,418 85,149 Total cost 294,983 350,714 Less - accumulated depreciation (228,402 ) (252,800 ) Total property and equipment, net 66,581 97,914 For the years ended December 31, 2023 and 2022, depreciation expenses were $ 20,838 54,719 51,689 No 55,731 45,236 |
INVESTMENT IN NONCONSOLIDATED A
INVESTMENT IN NONCONSOLIDATED AFFILIATE | 12 Months Ended |
Dec. 31, 2023 | |
Investment In Nonconsolidated Affiliate | |
INVESTMENT IN NONCONSOLIDATED AFFILIATE | NOTE 5 – INVESTMENT IN NONCONSOLIDATED AFFILIATE On March 31, 2023, the Company entered into a Securities Exchange Agreement with Plantify, pursuant to which the Company and Plantify agreed to issue to the other 19.99 Accordingly, at closing on April 5, 2023, the Company issued 166,340 19.99 16.66 826,705 30,004,349 19.99 16.66 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 1,124,000 8 October 4, 2024 0.05 0.10 On September 7, 2023, the Company purchased an additional 55,004,349 0.01 404,890 7 85,008,698 23 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. N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) NOTE 5 – INVESTMENT IN NONCONSOLIDATED AFFILIATE (continue) 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 on the TSX 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 December 31, 2023: SCHEDULE OF FAIR VALUE CONVERSION Fair value of the conversion feature April 5, 2023 December 31, 2023 Expected volatility (%) 78.20 % 135.70 % Risk-free interest rate (%) 4.34 % 5.08 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) (*) 1 0.25 Conversion price (Canadian dollars) (US$ 0.04 0.054 (US$ 0.04 0.054 Underlying share price (Canadian dollars) (US$ 0.04 0.05 (US$ 0.01 0.01 Fair value (U.S. dollars) $ 272,000 $ 900 (*) As of December 31, 2023 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. 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 25.4 For the period between April 5, 2023, through December 31, 2023, an unrealized loss of $ 713,593 The following tables present 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 December 31, 2023 Revenue 455,000 Gross loss (73,000 ) Net loss (1,839,000 ) As of December 31, 2023 Current assets 551,000 Noncurrent assets 1,766,000 Current liabilities 2,187,000 Stakeholders deficit (643,000 ) N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) |
A CONSOLIDATED ENTITY
A CONSOLIDATED ENTITY | 12 Months Ended |
Dec. 31, 2023 | |
Consolidated Entity | |
A CONSOLIDATED ENTITY | NOTE 6 – A CONSOLIDATED ENTITY 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 issued the Company 4,200,000 60 223,008 19.99 16.66 the company owns 60% of the share capital of NTWO OFF Ltd, Yaaran owns 30%, and the Agricultural Research Organization - Volcani Institute owns 10%. See also note 10(22) below As part of the Exchange Agreement, the Company committed to support N2OFF’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. As of December 31, 2023 the Company paid the first installment in the amount of $ 400,000 , of which $ 160,000 were recorded as a transaction with non-controlling interests. At the Exchange date, N2OFF 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 in the amount of $ 1,661,707 |
OTHER LIABILITIES
OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LIABILITIES | NOTE 7 – OTHER LIABILITIES SCHEDULE OF OTHER LIABILITIES 2023 2022 December 31, 2023 2022 Employees and related institutions 60,000 96,516 Accrued expenses 634,418 424,538 Operating lease liabilities 40,515 66,311 Other liabilities 734,933 587,365 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) |
COMMITMENT AND CONTINGENT LIABI
COMMITMENT AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENT AND CONTINGENT LIABILITIES | NOTE 8 – COMMITMENT AND CONTINGENT LIABILITIES A. Save Foods Ltd. Is committed to pay royalties to the IIA on the proceeds from sales of products resulting from research and development projects in which the IIA participates by way of grants. In the first 3 years of sales the Company will 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 thereafter the Company will pay 5% of up to 100% of the amount of grants received plus interest at SOFR for 12 months. Save Foods Ltd. was entitled to the grants only upon incurring research and development expenditures. There were no future performance obligations related to the grants received from the IIA. 155,765 B. On September 22, 2020, the Company entered into a non-exclusive Commission Agreement with Earthbound Technologies, LLC (“EBT”) for a period of 12 months, according to which EBT will introduce the Company to potential clients, pre-approved by the Company (“Introduced Parties”) and will assist the Company in finalizing commercial agreements with the Introduced Parties. In consideration for its services, the Company agreed to pay EBT 12.5 % 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 Introduced Parties were to exceed $ 500,000 , and subject to board approval, the Company would be required to issue to EBT 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 Board approval, additional options to purchase 1,021 shares of common stock at an exercise price of $ 58.80 per share. Such 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 pursuant to which the consultants will provide the Company with business development and strategic consulting services including ongoing consulting for the Company, board and management. The agreements may be terminated by either party upon 30 days prior written notice. The Company would pay each, a monthly fee of $ 13,000 2,000 150,000 250,000 33,000 100,000 10,000 D On January 26, 2023, the Company entered into an advisory agreement with a consultant for a period of ninety days. According to the agreement, the consultant will provide advisory services 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 will pay a success fee (the “Success Fee”) in the amount equal to 6% of the gross proceeds received by the Company under any such equity purchase agreement to be paid within five business days of each receipt of funds. However, with respect to any amount received by the Company from certain investors, the Success Fee will be 5%. On July 20, 2023, the term of the agreement was extended until October 12, 2023. On December 13, 2023, the term was further extended to May 12, 2024 and the consultant will be entitled to receive 3% of the gross proceeds received by the Company under the financing to be paid. As of December 31, 2023 the Company paid a Success Fee in the amount of $ 175,000 to the consultant. N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | NOTE 9 – LEASES A. The components of operating lease cost for the years ended December 31, 2023 and 2022 were as follows: SCHEDULE OF OPERATING LEASE COST 2023 2022 December 31, 2023 2022 Operating lease costs 54,723 80,501 B. Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASE 2023 2022 December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 51,353 62,679 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating leases 15,709 47,280 C. Supplemental balance sheet information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES 2023 2022 December 31, 2023 2022 Operating leases: Operating leases right-of-use asset 56,568 121,855 Current operating lease liabilities 40,515 66,311 Non-current operating lease liabilities 7,181 40,023 Total operating lease liabilities 47,696 106,334 Weighted average remaining lease term (years) 1.08 1.78 Weighted average discount rate 4 % 4 % N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) NOTE 9 – LEASES (continue) D. Future minimum lease payments under non-cancellable leases as of December 31, 2023 were as follows: SCHEDULE OF MINIMUM LEASE PAYMENTS UNDER NON- CANCELABLE LEASES 2023 2024 41,233 2025 7,739 Total operating lease payments 48,972 Less: imputed interest (1,276 ) Present value of lease liabilities 47,696 In September 2021, the Company signed a lease agreement for an office and operational space in Neve Yarak, lsrael for a period of 1 year 2,000 2 years 2,500 2,750 2 years A right-of-use assets in the amount of $ 152,472 152,472 In December 2021, the Company signed a car rental lease agreement for a period of 3 years 950 34,362 On December 15, 2021, the Company entered into a lease agreement for office space in Miami (the “Miami Lease”). The Miami Lease is for a period of 1 year 600 1 year 630 14,633 1 year 670 1 year 704 15,709 In January 2022, the Company signed a car rental lease agreement for a period of 3 years 1,300 47,280 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY Description of the rights attached to the Shares in the Company: Common stock: Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the stockholders of the Company’s common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law. Transactions: 1. On June 15, 2021, the Company signed a consulting agreement with a third party pursuant 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 29 100 86 4,926 2. On October 1, 2021, the Company entered into an 18 month consulting agreement with a consultant pursuant 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 1,786 1,286 3,572 136,000 3. In connection with Mr. Joachim Fuchs’ appointment as Chairman of the board of directors of Save Foods Ltd, on February 10, 2022, Save Foods Ltd entered into a consulting agreement with Mr. Fuchs., pursuant to which Mr. Fuchs will be paid a monthly fee of NIS 5,000 (approximately $ 1,600 ) and subject to the Board approval, 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 of common stock 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 have an exercise price of $7.00 per share and vest in 4 equal installments during the 12 month period commencing on January 1, 2022 (the “Effective Date”), (2) 0.5% of such options have an exercise price of $8.75 and 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 have an exercise price of $10.50 and 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 1,286 38,790 On August 29, 2022, the Board approved an increase in Mr. Fuchs’ monthly fee to $ 5,000 429 8,610 On March 29, 2023, the Board approved an amendment to the consulting agreement pursuant to which Mr. Fuchs will receive monthly compensation of $ 1,000 7,143 restricted shares of common stock under the Company’s 2022 Share Incentive Plan in lieu of the above-described options. These shares will be subject to a twenty four month lockup period. N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) NOTE 10 – STOCKHOLDERS’ EQUITY (continue) 4. 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 pursuant to which the Company will pay the consultant for his services a monthly fee of $ 11,000 2,000 103,600 84,015 19,585 On June 27, 2022 the March IR Agreement was amended to set the monthly cash payment at $ 5,500 5. 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 1,715 66,000 In addition, the Company will issue a warrant (the “April Warrant”) to purchase 8,572 On June 26, 2022 (the “April IR Amendment Date”), the Company amended the April IR Agreement (the “April IR Amendment to extend the term of the April IR Agreement for an additional period of 90 days commencing on July 1, 2022, and to pay the consultant for his services a monthly fee of $ 3,333 n addition, the Company will issue 1,715 shares of common stock upon execution of the April IR Agreement 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 5,715 shares of common stock (see note 12(2) below). On August 29, 2022, the Board approved a one-time bonus of $ 100,000 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) NOTE 10 – STOCKHOLDERS’ EQUITY (continue) 6. On May 18, 2022, the Company issued 1,286 39,420 7. 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 pursuant to which the Company agreed to pay the consultant for his services a monthly fee of $ 4,250 858 19,125 858 On July 11, 2022, the Company issued the consultant 858 17,220 16,852 Additionally, on August 29, 2022, the Board approved a one-time bonus of $ 7,500 1,072 21,525 On October 11, 2022, the Company issued the consultant 1,442 19,125 8. On August 15, 2022, the Company completed an underwritten public offering of 228,572 21.00 4,800,000 696,670 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, a warrant 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 warrant is exercisable at $26.25 per share, representing 125% of the public offering price per share in this offering 9. On September 6, 2022, the Company entered into a Services Agreement (the “Services Agreement”) with a consultant. pursuant to which, the consultant will provide the Company with strategic advisory services for a period of six months. The Company agreed to pay the consultant $ 275,000 for his services 195,355 79,645 141,750 100,697 10. On October 26, 2022, the Board approved the issuance of 7,143 1,286 7,143 99,500 1,286 111,553 111,553 271,886 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) NOTE 10 – SHAREHOLDERS’ EQUITY (continue) 11. On October 26, 2022, the Board approved the quarterly issuances of 715 1,430 59,695 On August 3, 2023, the Board approved the issuance of a one-time bonus of 21,428 21,428 100,000 100,000 532,991 12. On January 20, 2023, the Company entered into a consulting agreement with a consultant (see note 10(7)) for a period of twelve months pursuant to which the Company will issue on a quarterly basis, subject to the approval of the board (a) 3,572 2,143 10,001 On February 13, 2023, the Company issued the first 3,572 On April 27, 2023, the Company issued 2,143 47,680 On June 14, 2023, the Company entered into a new superseding consulting agreement with such consultant (see note 10 (18) below). 13. On March 29, 2023, the board approved an amendment to the consulting agreement with EU Agritech Investment Ltd. (“EU Agritech”), pursuant to which EU Agritech will receive $ 100,000 21,009 100,000 14. On March 29, 2023, the board approved the issuance of an equity grant to executive officers, employees, directors and consultants of an aggregate of 142,860 678,000 678,000 15. On March 31, 2023, the Company entered into the securities exchange agreement with Plantify pursuant to which the Company and Plantify agreed to issue 19.99 166,340 16. On May 28, 2023, the Company entered into a consulting agreement with a consultant for a period of 18 months pursuant to which the Company will issue, subject to the approval of the board, 25,715 8,572 8,572 8,571 On June 21, 2023, the Company issued 25,715 122,400 47,600 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) NOTE 10 – SHAREHOLDERS’ EQUITY (continue) 17. On May 28, 2023, the Company entered into a consulting agreement with a consultant for a period of two years pursuant to which the Company will issue, subject to the approval of the board, 35,715 11,905 11,905 11,905 On June 21, 2023, the Company issued 35,715 170,000 50,534 18. On June 14, 2023, the Company entered into a consulting agreement with a consultant for a period of 30 months pursuant to which the Company will issue, subject to the approval of the board, 32,143 10,715 10,714 10,714 On June 21, 2023, the Company issued 32,143 147,150 32,234 On November 8, 2023, the consulting agreement dated November 15, 2023, was amended pursuant to which the consultant will receive additional 20,000 20,000 44,002 9,639 19. On June 15, 2023, the Company entered into a consulting agreement with a consultant for a period of three months pursuant to which the Company will issue, subject to the approval of the board, the following: (a) restricted Common Stock representing an aggregate value of $ 75,000 5,000 The Company issued an aggregate of 16,485 75,000 20. On June 21, 2023, the Company entered into a consulting agreement with legal advisors pursuant to which such counsel will be paid $ 22,500 22,500 11,250 11,250 4,945 24,137 On September 6, 2023, the Company issued 6,123 66,862 26,745 On December 11, 2023, the Company entered into additional consulting agreement pursuant to which the legal advisors will provide the Company with certain legal services in consideration for total of $ 25,000 12,500 10,000 12,500 38,500 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) NOTE 10 – SHAREHOLDERS’ EQUITY (continue) 21. On July 23, 2023, the Company, entered into a Standby Equity Purchase Agreement (the “SEPA I”), with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to purchase up to $ 3.5 94 five 200,000 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 notice or acquiring more than 19.99% of the Company’s outstanding shares of common stock as of the date of the SEPA I (the “Exchange Cap”). The SEPA I will terminate automatically on the earlier of December 1, 2026 or when the Investor has purchased an aggregate of $ 3.5 five The SEPA I provided that, subject to the satisfaction of certain conditions set forth in the SEPA I, upon the request of the Company, the Investor will advance to the Company up to $ 700,000 3,500,000 There is a 3 The conditions that must be satisfied prior to the Investor advancing the Company funds pursuant to the terms of the Note include obtaining stockholder approval of the transactions contemplated by the SEPA I (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 SEPA I 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 SEPA I without being subject to the Exchange Cap), On September 27, 2023, the Company issued 26,224 122,988 On October 11, 2023, the Company filed a registration statement on Form S-1 with the SEC, which was declared effective by the SEC on October 30, 2023 for the resale of up to 1,000,000 700,000 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) NOTE 10 – SHAREHOLDERS’ EQUITY (continue) The Company considered the guidelines of ASC 815 and determined that the SEPA I contains both purchased put option element and a forward share issuance element, neither element qualifies for equity classification. Accordingly, the Company recognized an asset or liability with changes in fair value recoded to the statements of operations. All costs associated with the SEPA I were expensed in the statements of operations. On each of November 6, 2023, November 20, 2023, and December 5, 2023, the Company issued 20,000 691,000 Total aggregated net amount received as consideration for the sale of the shares amounted to $ 3,499,388 358,801 On December 22, 2023, the Company entered into an additional Standby Equity Purchase Agreement (the “SEPA II”) with the Investor, pursuant to which the Investor has agreed to purchase up to $ 20 The SEPA II will terminate automatically on the earlier of December 22, 2027 or when the Investor has purchased an aggregate of $ 20 In connection with and subject to the satisfaction of certain conditions set forth in the SEPA II, upon the request of the Company, the Investor will pre-advance to the Company up to $ 3,000,000 20,000,000 The Company paid a subsidiary of the Investor a structuring fee in the amount of $ 10,000 110,554 254,274 22. On July 27, 2023, the Company issued 223,008 997,024 23. On November 23, 2023, the Company entered into a consulting agreement with a consultant (see note 10(1)) pursuant to which the consultant will provide the Company with public relations services for a period of three months for a one-time fee in the amount of $ 4,500 and subject to the approval of the board of directors of the Company, $ 10,000 1,755 shares of the Company’s common stock to the consultant. The Company determined the value of the shares issued and the services provided until December 31, 2023 at $ 4,176 and recorded share base compensation expenses. 24. On December 20, 2023, the board approved the issuance of an equity grant to executive officers, directors and consultants of an aggregate of 301,284 540,805 540,805 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars) |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 11 – STOCK OPTIONS On October 18, 2018, the Company adopted the 2018 Share Incentive Plan (the “2018 Equity Incentive Plan”), pursuant to which the Company’s Board of Directors is authorized to grant options to purchase an aggregate of 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 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 Plan is 41,421 shares of common stock. On August 29, 2022, 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 options to purchase up to 142,858 On July 31, 2023, the board of directors approved and on October 2, 2023, the Company’s stockholders approved an amendment to the Company’s 2022 Share Incentive Plan to increase the number of shares of common stock authorized for issuance under the 2022 Share Incentive Plan by an additional 928,572 On December 20, 2023, the board of directors of the Company approved the issuance of an equity grant to executive officers, directors and consultants under the 2022 Share Incentive Plan of aggregate of 286,784 The following table presents the Company’s stock option activity for employees and directors of the Company for the year ended December 31, 2023 and 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at January 1, 2022 27,518 23.69 Granted 6,015 8.75 Exercised - - Forfeited - - Expired - - Outstanding at January 1, 2023 33,533 21.00 Granted - - Exercised - - Forfeited (6,015 ) 8.75 Expired - - Outstanding at December 31, 2023 27,518 23.69 Number of options exercisable at December 31, 2023 27,518 23.69 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) NOTE 11 – STOCK OPTIONS (continue) The aggregate intrinsic value of the awards outstanding as of December 31, 2023 and 2022 is $ 0 2.00 5.28 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 (***) 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 7,143 6,015 23,700 84,171 As of December 31, 2023, there are 12,955 641,788 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
WARRANTS | NOTE 12 – WARRANTS 1. On February 1, 2022, the Company entered into a letter agreement (the “Letter Agreement”) with a consultant pursuant 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 0.35 2,212 The fair value of the February 2022 Warrant was determined based on the Company’s share price as of the date of the Letter Agreement using the Black-Scholes pricing model, assuming a risk-free rate of 1.35 52.14 0 0.75 332,859 On July 28, 2022, the Company and the consultant entered into an amendment to the Letter Agreement pursuant to which no further shares other than 4,423 30,600 During the year ended December 31, 2022, the Company recorded $ 138,692 2. On April 1, 2022, the Company entered into the April IR Agreement with a consultant for a period of 90 days (see note 10(5) above) pursuant to which the Company will issue a warrant (the “April Warrant”) to purchase 8,574 2,858 56.00 2,858 66.50 2,858 77.00 1.72 2.44 52.14 63.36 0 1 2 40,350 On June 26, 2022, the Company amended the April IR Agreement (see note 10(5) above), pursuant to which the Company will engage the consultant for an additional period of 90 days commencing on July 1, 2022 and will issue warrants to purchase 5,716 2,858 31.50 2,858 42.00 2.52 2.79 52.12 56.48 0 0.5 1 7,009 N2OFF, 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, 2023 | |
Cost Of Sales | |
COST OF SALES | NOTE 13 – COST OF SALES SCHEDULE OF COST OF SALES 2023 2022 Year ended December 31 2023 2022 Salaries and related expenses 21,441 32,583 Materials 26,804 77,281 Vehicle maintenance 6,868 18,175 Travel expenses - 4,115 Other expenses 65 26,159 Cost of sales 55,178 158,313 |
RESEARCH AND DEVELOPMENT EXPENS
RESEARCH AND DEVELOPMENT EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES | NOTE 14 – RESEARCH AND DEVELOPMENT EXPENSES SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2023 2022 Year ended December 31 2023 2022 Salaries and related expenses 70,863 438,217 IPR&D 1,661,707 - Share based compensation - 3,024 Subcontractors 138,478 120,360 Depreciation 12,961 22,034 Travel expenses - 229 Vehicle maintenance 14,598 30,887 Rent and asset management 14,093 35,556 Laboratory and field tests 1,889 89,717 Other expenses 23,645 30,802 Research and development expenses 1,938,234 770,826 N2OFF, 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, 2023 | |
General And Administrative Expenses | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 15 – GENERAL AND ADMINISTRATIVE EXPENSES SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2023 2022 Year ended December 31 2023 2022 Professional services 1,899,847 2,575,294 Salaries and related expenses 232,842 297,848 Share based compensation 2,562,259 934,188 Legal expenses 276,336 108,814 Insurance 245,482 473,650 Rent and office maintenance 15,380 50,361 Registration fees 261,622 233,350 Doubtful debt 40,494 - Depreciation 8,195 8,114 Other expenses 33,386 35,290 General and administrative expense 5,575,843 4,716,909 |
FINANCING INCOME, NET
FINANCING INCOME, NET | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
FINANCING INCOME, NET | NOTE 16 – FINANCING INCOME, NET SCHEDULE OF FINANCING EXPENSES NET 2023 2022 Year ended December 31 2023 2022 Interest income 65,757 33,741 Currency exchange differences (13,888 ) 14,857 Bank charges and other finance expenses, net (5,358 ) (8,797 ) Financing expenses net 46,511 39,801 |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 17 – 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 the Company 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, 2023 and 2022, the Company and subsidiaries have estimated carry forward losses for tax purposes of approximately $ 9,246,178 15,442,691 770,787 18,792,218 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) NOTE 17 – 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 2023 2022 Year ended December 31 2023 2022 Pretax loss 7,259,918 5,779,841 Federal tax rate 21 % 21 % Income tax computed at the federal income tax rate 1,524,583 1,213,767 Non-deductible expenses (382,463 ) (1,506 ) Share-based compensation (27,242 ) (19,359 ) Differences in corporate income tax rates 67,845 52,813 Remeasurement of deferred taxes for foreign currency effects 98,655 (365,167 ) Changes in valuation allowance (1,281,378 ) (880,548 ) 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 2023 2022 Year ended December 31 2023 2022 Composition of deferred tax assets: Employees and related institutions 3,581 6,927 Operating loss carry-forwards 5,493,516 4,378,800 Operating lease liabilities 10,669 24,328 Share-based compensation 182,212 182,212 Others 33,172 241,325 Total deferred tax assets 5,723,150 4,833,592 Composition of deferred tax liabilities: Right-of-use asset (12,697 ) (27,894 ) Total deferred tax liabilities (12,697 ) (27,894 ) Net deferred tax assets 5,710,453 4,805,698 Valuation allowance (5,710,453 ) (4,805,698 ) Deferred tax assets and liabilities - - The net change during the year ended December 31, 2023 in the total valuation allowance amounted to $ 904,755 N2OFF, 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, 2023 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 18 – 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, 2023 and 2022, are as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE 2023 2022 Year ended December 31 2022 2021 Number of shares Weighted average number of shares of common stock outstanding attributable to stockholders 1,200,608 528,776 Total weighted average number of shares of common stock related to outstanding options, excluded from the calculations of diluted loss per share ( * ) 27,518 33,533 (*) The effect of the inclusion of option in 2023 and 2022 is anti-dilutive. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 19 – RELATED PARTIES A. Transactions and balances with related parties SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES 2023 2022 Year ended December 31 2023 2022 General and administrative expenses: Directors compensation 716,456 419,057 Salaries and fees to officers 1,154,824 665,982 General and administrative expenses net (*)1,871,280 (*)1,085,039 (*) of which share based compensation 987,962 124,508 Research and development expenses: Salaries and fees to officers 33,417 ( *) 276,738 (*) of which share based compensation - 3,024 Selling and marketing expenses: Salaries and fees to officers 33,417 ( *) 169,013 (*) of which share based compensation - 3,024 B. Balances with related parties and officers: Other accounts payables 139,117 103,497 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) NOTE 19 – RELATED PARTIES (continue) C. Other information: 1. On November 6, 2020, the Company entered into a consulting agreement with S.T Sporting (1996) Ltd., for the services of David Palach (the “CEO Consulting Agreement”). Pursuant to the terms of the CEO Consulting Agreement, Mr. Palach provides services as chief executive officer. Pursuant to the terms of the CEO Consulting Agreement, Mr. Palach was entitled to a monthly fee in the amount of $ 8,000 On June 23, 2021, the board of directors approved updated compensation for Mr. Palach pursuant to which Mr. Palach is entitled to a monthly fee of $ 14,000 500 4.5 8,000 42,858 On August 29, 2022, the monthly fee of Mr. Palach was reduced to $ 6,000 Following the compensation committee’s recommendation of December 19, 2023, the board of directors approved a monthly fee increase of $ 1,000 15,000 2. On June 23, 2021, the Board approved the compensation of the Company’s Chairman of the Board, pursuant to which the Chairman of the Board will be entitled to a monthly fee of $ 5,000 500 On August 29, 2022, the Board approved an increase of the monthly fee from $ 5,500 8,000 25,000 Following the compensation committee’s recommendation of December 19, 2023, the board of directors approved a monthly fee increase of $ 1,000 15,000 3. On June 23, 2021, the Board approved the compensation for each of members of the board, pursuant to which each member of the board will be entitled to an annual fee of NIS 100,000 30,500 In addition, each member of the Board will 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. 25,000 7,575 10,575 4. On April 18, 2022, Save Foods Ltd., entered into a consulting agreement with Shlomo Zakai CPA (“Consultant”) for, among other things, chief financial officer services to be provided to Save Foods Ltd. exclusively by Lital Barda. for a monthly base salary of NIS 25,000 7,500 5. 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. 6. On December 20, 2023, Asaf Itzhaik was appointed to the board of directors of the Company to serve as a Class II director until the Company’s 2026 annual meeting of stockholders. Mr. Itzhaik was designated by Plantify as its representative on the board in accordance with the Securities Exchange Agreement, dated March 31, 2023, between the Company and Plantify, to replace Dr. Roy Borochov who resigned from the board on December 15, 2023. Dr. Borochov’s resignation was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 20 – SEGMENT REPORTING A. Information about reported segment profit or loss and assets During the year ended December 31, 2022, the Company had one reportable segment. As a result of the formation of a new subsidiary, in the reporting period (see note 6), the Company has two reportable segments: (i) Pathogen prevention and prolong shelf life, and (ii) the N2O emissions Global warming solutions. The Pathogen prevention operating segment consists Save Food Ltd. and the Global warming solutions operating segment consist of NTWO OFF Ltd. Information related to the operations of the Company’s reportable operating segments is set forth below: SCHEDULE OF SEGMENT REPORTING PROFIT AND LOSS Pathogen prevention Global warming solutions Total Year ended December 31, 2023 Revenues 263,445 - 263,445 Operating loss (1,098,383 ) (1,788,093 ) (2,886,476 ) Unallocated amounts: Unallocated costs (4,691,300 ) Total operating loss (7,577,776 ) Financing income, net 46,511 Other income 984,940 Changes in fair value of an investment in an associate measured under the fair value option (713,593 ) Net loss (7,259,918 ) B. Information on sales by geographic distribution: Sales are attributed to geographic distribution based on the location of the customer. SCHEDULE OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION 2023 2022 Year ended December 31 2023 2022 United States 142,733 163,644 Mexico 109,824 154,425 Israel 9,869 29,998 Turkey 1,019 45,937 Revenues from sales of products 263,445 394,004 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars, except share and per share data) NOTE 20 – SEGMENT REPORTING (continue) C. Sales to single customers exceeding 10 SCHEDULE OF SALES TO CUSTOMERS 2023 2022 Year ended December 31 2023 2022 Customer A 142,733 163,644 Customer B 109,824 154,425 Customer C - 45,937 Revenues from sales of products 252,557 364,006 D 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, 2023 and 2022: SCHEDULE OF INFORMATION ON LONG LIVED ASSETS 2023 2022 Year ended December 31 2023 2022 Israel 102,103 207,779 United States 21,046 11,990 Property, plant and equipment and ROU assets 123,149 219,769 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21 – SUBSEQUENT EVENTS On February 8, 2024, the Company held a special meeting of its stockholders (the “Special Meeting”) in which it approved the issuance of 20% or more of its shares of common stock pursuant to the terms of the Purchase Agreement with the Investor describe above in note 10 (21). In addition, the stockholders approved an amendment to the Articles of Incorporation of the Company for the change of name of the Company’s name from “Save Foods, Inc.” to “N2OFF, Inc.” On February 21, 2024, the Company’s Israeli subsidiary, Nitrousink, Ltd., changed its name to NTWO OFF Ltd. On March 19, 2024, the Company changed its name from “Save Foods, Inc.” to “N2OFF, Inc.” On March 13, 2023 and March 18, 2023, the Company issued 10,000 18,333 On March 18, 2024, the Company issued 1,286 On March 18, 2024, the Company issued 3,508 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of estimates in the preparation of financial statements | A. Use of estimates in the preparation of financial statements The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to calculation of fair value of the convertible loan. |
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. N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) |
Principles of consolidation | C. Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. 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, 2023 and 2022 include $ 31,171 50,062 |
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 amounts of receivables in dispute, and the current receivables aging and current payment patterns. As of December 31, 2023, and 2022, an allowance for doubtful debts in the amount of $ 64,031 24,259 |
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 |
Fair value | G. 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 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. N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (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 (see Note 5): SCHEDULE OF FAIR VALUE ASSETS ON RECURRING BASIS Level 1 Level 2 Level 3 Total As of December 31, 2023 Level 1 Level 2 Level 3 Total US$ Assets: Investment in Plantify 641,561 - - 641,561 Convertible loan - - 1,013,900 1,013,900 Total assets 641,561 - 1,013,900 1,655,461 The following table presents the changes in fair value of the Level 1 assets for the period April 5, 2023 through December 31, 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 (*) 929,864 Additional investment in shares of Plantify 417,890 Changes in fair value (706,193 ) Outstanding at December 31, 2023 641,561 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) Fair value (continue) The following table presents the changes in fair value of the Level 3 assets for the period April 5, 2023 through December 31, 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 (7,400 ) Outstanding at December 31, 2023 1,013,900 (*) Relative fair value calculated at inception. |
Asset acquisitions | H. 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, suggests that substantially all of the fair value of the gross assets of a subsidiary acquired is concentrated in a single asset or a group of similar assets, such as a single IPR&D asset, the acquired net assets do not meet the definition of a business. Noncontrolling interests of a subsidiary that does not meet the definition of a business are initially measured at fair value. For more details see Note 6. |
Impairment of long-lived assets | I. 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 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) |
Income taxes | J. 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 2023 and 2022 financial statements and did not recognize any amount with respect to an unrecognized tax benefit in its balance sheets. |
Revenue recognition | K. 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. N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) |
Research and development expenses | L. Research and development expenses Research and development expenses are charged to comprehensive loss as incurred. |
Royalty-bearing grants | M. 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 31, 2023 and 2022, amounted to $ 155,765 As of December 31, 2023, and 2022, the Group did not accrue 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 | N. 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 | O. Basic and diluted loss per common stock Basic loss per common stock is computed by dividing the loss for the period applicable to stockholders, by the weighted average number of shares of common stock outstanding during the period. 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. Accordingly, in 2023 and 2022, no potential shares are considered. |
Stock-based compensation | P. 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. N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) |
Concentrations of credit risk | Q. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. The Group considers that its cash and cash equivalents have low credit risk based on the credit ratings of the counterparties. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Commitments and Contingencies | R. Commitments and Contingencies The Group records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Leases | S. Leases The Group determines if an arrangement is or contains a lease at contract inception. The Group is a lessee in certain operating leases primarily for office space and vehicles. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. ROU assets represent Group’s right to use an underlying asset for the lease term and lease liabilities represent Group’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The 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 the statement of comprehensive loss. |
New Accounting Pronouncements | T. New Accounting Pronouncements Improvements to Reportable Segment disclosures (Topic 280): In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses and segment-related data. For public companies, the amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. The Company does not expect this ASU to have a material effect on its consolidated financial statements. Improvements to Income Tax Disclosure (Topic 740): In December 2023, the FASB issued ASU No. 2023-09, Income Tax (Topic 740) - Improvements to Income Tax Disclosures which requires companies to break out their income tax expense, income tax rate reconciliation and income tax payments made in more detail. For public companies, the requirements will become effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not expect this ASU to have a material effect on its consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 (see Note 5): SCHEDULE OF FAIR VALUE ASSETS ON RECURRING BASIS Level 1 Level 2 Level 3 Total As of December 31, 2023 Level 1 Level 2 Level 3 Total US$ Assets: Investment in Plantify 641,561 - - 641,561 Convertible loan - - 1,013,900 1,013,900 Total assets 641,561 - 1,013,900 1,655,461 |
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 December 31, 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 (*) 929,864 Additional investment in shares of Plantify 417,890 Changes in fair value (706,193 ) Outstanding at December 31, 2023 641,561 N2OFF, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continue) Fair value (continue) The following table presents the changes in fair value of the Level 3 assets for the period April 5, 2023 through December 31, 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 (7,400 ) Outstanding at December 31, 2023 1,013,900 (*) Relative fair value calculated at inception. |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT ASSETS | SCHEDULE OF OTHER CURRENT ASSETS 2023 2022 December 31, 2023 2022 Government Institutions 38,227 24,132 Other receivable 1,311 - Other current assets 39,538 24,132 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT | SCHEDULE OF PROPERTY PLANT AND EQUIPMENT 2023 2022 December 31, 2023 2022 Computers 30,471 30,471 Furniture and office equipment 21,417 21,417 Machines 213,677 213,677 Vehicles 29,418 85,149 Total cost 294,983 350,714 Less - accumulated depreciation (228,402 ) (252,800 ) Total property and equipment, net 66,581 97,914 |
INVESTMENT IN NONCONSOLIDATED_2
INVESTMENT IN NONCONSOLIDATED AFFILIATE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investment In Nonconsolidated Affiliate | |
SCHEDULE OF FAIR VALUE CONVERSION | Fair value of the conversion feature as of the Securities Exchange closing and for December 31, 2023: SCHEDULE OF FAIR VALUE CONVERSION Fair value of the conversion feature April 5, 2023 December 31, 2023 Expected volatility (%) 78.20 % 135.70 % Risk-free interest rate (%) 4.34 % 5.08 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) (*) 1 0.25 Conversion price (Canadian dollars) (US$ 0.04 0.054 (US$ 0.04 0.054 Underlying share price (Canadian dollars) (US$ 0.04 0.05 (US$ 0.01 0.01 Fair value (U.S. dollars) $ 272,000 $ 900 (*) As of December 31, 2023 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 April 5, 2023 Through December 31, 2023 Revenue 455,000 Gross loss (73,000 ) Net loss (1,839,000 ) As of December 31, 2023 Current assets 551,000 Noncurrent assets 1,766,000 Current liabilities 2,187,000 Stakeholders deficit (643,000 ) |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER LIABILITIES | SCHEDULE OF OTHER LIABILITIES 2023 2022 December 31, 2023 2022 Employees and related institutions 60,000 96,516 Accrued expenses 634,418 424,538 Operating lease liabilities 40,515 66,311 Other liabilities 734,933 587,365 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
SCHEDULE OF OPERATING LEASE COST | SCHEDULE OF OPERATING LEASE COST 2023 2022 December 31, 2023 2022 Operating lease costs 54,723 80,501 |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASE | SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASE 2023 2022 December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 51,353 62,679 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating leases 15,709 47,280 |
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES | SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES 2023 2022 December 31, 2023 2022 Operating leases: Operating leases right-of-use asset 56,568 121,855 Current operating lease liabilities 40,515 66,311 Non-current operating lease liabilities 7,181 40,023 Total operating lease liabilities 47,696 106,334 Weighted average remaining lease term (years) 1.08 1.78 Weighted average discount rate 4 % 4 % |
SCHEDULE OF MINIMUM LEASE PAYMENTS UNDER NON- CANCELABLE LEASES | SCHEDULE OF MINIMUM LEASE PAYMENTS UNDER NON- CANCELABLE LEASES 2023 2024 41,233 2025 7,739 Total operating lease payments 48,972 Less: imputed interest (1,276 ) Present value of lease liabilities 47,696 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table presents the Company’s stock option activity for employees and directors of the Company for the year ended December 31, 2023 and 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at January 1, 2022 27,518 23.69 Granted 6,015 8.75 Exercised - - Forfeited - - Expired - - Outstanding at January 1, 2023 33,533 21.00 Granted - - Exercised - - Forfeited (6,015 ) 8.75 Expired - - Outstanding at December 31, 2023 27,518 23.69 Number of options exercisable at December 31, 2023 27,518 23.69 |
SCHEDULE OF ESTIMATED FAIR VALUE OF OPTIONS GRANTED | The fair value of options granted during 2022 was estimated at the dates of grant using the Black-Scholes option pricing model. The following are the data and assumptions used: SCHEDULE OF ESTIMATED FAIR VALUE OF OPTIONS GRANTED 2022 Dividend yield 0 Expected volatility (%) (*) 55.37 64.89 % Risk-free interest rate (%) (**) 3.46 3.48 % Expected term of options (years) (***) 5.31 6.31 Exercise price (US dollars) 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 (***) 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, 2023 | |
Cost Of Sales | |
SCHEDULE OF COST OF SALES | SCHEDULE OF COST OF SALES 2023 2022 Year ended December 31 2023 2022 Salaries and related expenses 21,441 32,583 Materials 26,804 77,281 Vehicle maintenance 6,868 18,175 Travel expenses - 4,115 Other expenses 65 26,159 Cost of sales 55,178 158,313 |
RESEARCH AND DEVELOPMENT EXPE_2
RESEARCH AND DEVELOPMENT EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES | SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2023 2022 Year ended December 31 2023 2022 Salaries and related expenses 70,863 438,217 IPR&D 1,661,707 - Share based compensation - 3,024 Subcontractors 138,478 120,360 Depreciation 12,961 22,034 Travel expenses - 229 Vehicle maintenance 14,598 30,887 Rent and asset management 14,093 35,556 Laboratory and field tests 1,889 89,717 Other expenses 23,645 30,802 Research and development expenses 1,938,234 770,826 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
General And Administrative Expenses | |
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES | SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2023 2022 Year ended December 31 2023 2022 Professional services 1,899,847 2,575,294 Salaries and related expenses 232,842 297,848 Share based compensation 2,562,259 934,188 Legal expenses 276,336 108,814 Insurance 245,482 473,650 Rent and office maintenance 15,380 50,361 Registration fees 261,622 233,350 Doubtful debt 40,494 - Depreciation 8,195 8,114 Other expenses 33,386 35,290 General and administrative expense 5,575,843 4,716,909 |
FINANCING INCOME, NET (Tables)
FINANCING INCOME, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
SCHEDULE OF FINANCING EXPENSES NET | SCHEDULE OF FINANCING EXPENSES NET 2023 2022 Year ended December 31 2023 2022 Interest income 65,757 33,741 Currency exchange differences (13,888 ) 14,857 Bank charges and other finance expenses, net (5,358 ) (8,797 ) Financing expenses net 46,511 39,801 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX EXPENSES | SCHEDULE OF INCOME TAX EXPENSES 2023 2022 Year ended December 31 2023 2022 Pretax loss 7,259,918 5,779,841 Federal tax rate 21 % 21 % Income tax computed at the federal income tax rate 1,524,583 1,213,767 Non-deductible expenses (382,463 ) (1,506 ) Share-based compensation (27,242 ) (19,359 ) Differences in corporate income tax rates 67,845 52,813 Remeasurement of deferred taxes for foreign currency effects 98,655 (365,167 ) Changes in valuation allowance (1,281,378 ) (880,548 ) Income tax expenses - - |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 Year ended December 31 2023 2022 Composition of deferred tax assets: Employees and related institutions 3,581 6,927 Operating loss carry-forwards 5,493,516 4,378,800 Operating lease liabilities 10,669 24,328 Share-based compensation 182,212 182,212 Others 33,172 241,325 Total deferred tax assets 5,723,150 4,833,592 Composition of deferred tax liabilities: Right-of-use asset (12,697 ) (27,894 ) Total deferred tax liabilities (12,697 ) (27,894 ) Net deferred tax assets 5,710,453 4,805,698 Valuation allowance (5,710,453 ) (4,805,698 ) Deferred tax assets and liabilities - - |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE | SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE 2023 2022 Year ended December 31 2022 2021 Number of shares Weighted average number of shares of common stock outstanding attributable to stockholders 1,200,608 528,776 Total weighted average number of shares of common stock related to outstanding options, excluded from the calculations of diluted loss per share ( * ) 27,518 33,533 (*) The effect of the inclusion of option in 2023 and 2022 is anti-dilutive. |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES | SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES 2023 2022 Year ended December 31 2023 2022 General and administrative expenses: Directors compensation 716,456 419,057 Salaries and fees to officers 1,154,824 665,982 General and administrative expenses net (*)1,871,280 (*)1,085,039 (*) of which share based compensation 987,962 124,508 Research and development expenses: Salaries and fees to officers 33,417 ( *) 276,738 (*) of which share based compensation - 3,024 Selling and marketing expenses: Salaries and fees to officers 33,417 ( *) 169,013 (*) of which share based compensation - 3,024 B. Balances with related parties and officers: Other accounts payables 139,117 103,497 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT REPORTING PROFIT AND LOSS | Information related to the operations of the Company’s reportable operating segments is set forth below: SCHEDULE OF SEGMENT REPORTING PROFIT AND LOSS Pathogen prevention Global warming solutions Total Year ended December 31, 2023 Revenues 263,445 - 263,445 Operating loss (1,098,383 ) (1,788,093 ) (2,886,476 ) Unallocated amounts: Unallocated costs (4,691,300 ) Total operating loss (7,577,776 ) Financing income, net 46,511 Other income 984,940 Changes in fair value of an investment in an associate measured under the fair value option (713,593 ) Net loss (7,259,918 ) |
SCHEDULE OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION | Sales are attributed to geographic distribution based on the location of the customer. SCHEDULE OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION 2023 2022 Year ended December 31 2023 2022 United States 142,733 163,644 Mexico 109,824 154,425 Israel 9,869 29,998 Turkey 1,019 45,937 Revenues from sales of products 263,445 394,004 |
SCHEDULE OF SALES TO CUSTOMERS | SCHEDULE OF SALES TO CUSTOMERS 2023 2022 Year ended December 31 2023 2022 Customer A 142,733 163,644 Customer B 109,824 154,425 Customer C - 45,937 Revenues from sales of products 252,557 364,006 |
SCHEDULE OF INFORMATION ON LONG LIVED ASSETS | The following table presents the locations of the Company’s long-lived assets as of December 31, 2023 and 2022: SCHEDULE OF INFORMATION ON LONG LIVED ASSETS 2023 2022 Year ended December 31 2023 2022 Israel 102,103 207,779 United States 21,046 11,990 Property, plant and equipment and ROU assets 123,149 219,769 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||||||||
Oct. 04, 2023 | Aug. 29, 2022 | Aug. 15, 2022 | Mar. 24, 2022 | May 13, 2021 | Oct. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 27, 2009 | ||
Number of shares of common stock | 429 | 228,572 | 1,286 | 155,845 | 691,000 | ||||||
Proceeds from issuance of common stock | $ 4,103,330 | $ 10,457,862 | $ 3,499,388 | $ 4,103,330 | |||||||
Stockholders' equity, reverse stock split | one for seven reverse stock split | one | |||||||||
Accumulated deficit | [1] | $ 29,360,235 | $ 29,360,235 | $ 22,837,827 | |||||||
Save Foods Ltd [Member] | |||||||||||
Ownership percentage | 98.48% | ||||||||||
[1]Adjusted to reflect one |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT DEPRECIATION RATES (Details) | Dec. 31, 2023 |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Rate of depreciation percentage | 7% |
Furniture and Fixtures [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% |
SCHEDULE OF FAIR VALUE ASSETS O
SCHEDULE OF FAIR VALUE ASSETS ON RECURRING BASIS (Details) | Dec. 31, 2023 USD ($) |
Platform Operator, Crypto-Asset [Line Items] | |
Total assets | $ 1,655,461 |
Investments [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Total assets | 641,561 |
Convertible Debt [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Total assets | 1,013,900 |
Fair Value, Inputs, Level 1 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Total assets | 641,561 |
Fair Value, Inputs, Level 1 [Member] | Investments [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Total assets | 641,561 |
Fair Value, Inputs, Level 1 [Member] | Convertible Debt [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Total assets | |
Fair Value, Inputs, Level 2 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Total assets | |
Fair Value, Inputs, Level 2 [Member] | Investments [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Total assets | |
Fair Value, Inputs, Level 2 [Member] | Convertible Debt [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Total assets | |
Fair Value, Inputs, Level 3 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Total assets | 1,013,900 |
Fair Value, Inputs, Level 3 [Member] | Investments [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Total assets | |
Fair Value, Inputs, Level 3 [Member] | Convertible Debt [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Total assets | $ 1,013,900 |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF ASSETS (Details) | 9 Months Ended | |
Dec. 31, 2023 USD ($) | ||
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Initial recognition of the investment in Plantify as at April 5, 2023 | $ 929,864 | [1] |
Additional investment in shares of Plantify | 417,890 | |
Changes in fair value | (706,193) | |
Outstanding at December 31, 2023 | 641,561 | |
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Initial recognition of the convertible loan issued as at April 5, 2023 (*) | 1,021,300 | |
Changes in fair value | (7,400) | |
Outstanding at December 31, 2023 | $ 1,013,900 | |
[1]Relative fair value calculated at inception. |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Restricted cash current | $ 31,171 | $ 50,062 |
Allowance for doubtful debts | 64,031 | 24,259 |
Impairment expenses | 0 | 0 |
Cumulative research and development grants | $ 155,765 | $ 155,765 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Other current assets | $ 39,538 | $ 24,132 |
Government Institutions [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Other current assets | 38,227 | 24,132 |
Other Receivable [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Other current assets | $ 1,311 |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 294,983 | $ 350,714 |
Less - accumulated depreciation | (228,402) | (252,800) |
Total property and equipment, net | 66,581 | 97,914 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 30,471 | 30,471 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 21,417 | 21,417 |
Machines [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 213,677 | 213,677 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 29,418 | $ 85,149 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 20,838 | $ 54,719 |
Payments to acquire property plant and equipment | $ 51,689 | |
Proceeds from sale of property and equipment cost | 55,731 | |
Accumulated depreciation, sale of property and equipment | $ 45,236 |
SCHEDULE OF FAIR VALUE CONVERSI
SCHEDULE OF FAIR VALUE CONVERSION (Details) | 12 Months Ended | ||||||||
Apr. 05, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 $ / shares | Dec. 31, 2023 | Dec. 31, 2023 $ / shares | Apr. 05, 2023 $ / shares | Apr. 05, 2023 | Apr. 05, 2023 $ / shares | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Fair value (US dollars) | $ 272,000 | $ 900 | |||||||
Measurement Input, Price Volatility [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Equity securities, measurement input | 135.70 | 78.20 | |||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Equity securities, measurement input | 5.08 | 4.34 | |||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Equity securities, measurement input | 0 | 0 | |||||||
Measurement Input, Expected Term [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Contractual term | [1] | 1 year | 3 months | ||||||
Measurement Input, Conversion Price [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Equity securities, 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, measurement input | 0.01 | 0.01 | 0.04 | 0.05 | |||||
[1]As of December 31, 2023 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 ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 263,445 | ||
Net loss | (6,522,408) | $ (5,739,600) | |
Current assets | $ 5,465,621 | 5,465,621 | 6,272,444 |
Current liabilities | 778,472 | 778,472 | 714,849 |
Stakeholders deficit | 6,480,009 | 6,480,009 | $ 5,846,379 |
Plantify Foods Inc [Member] | |||
Revenue | 455,000 | ||
Gross loss | (73,000) | ||
Net loss | (1,839,000) | ||
Current assets | 551,000 | 551,000 | |
Noncurrent assets | 1,766,000 | 1,766,000 | |
Current liabilities | 2,187,000 | 2,187,000 | |
Stakeholders deficit | $ (643,000) | $ (643,000) |
INVESTMENT IN NONCONSOLIDATED_3
INVESTMENT IN NONCONSOLIDATED AFFILIATE (Details Narrative) | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Sep. 07, 2023 USD ($) shares | Apr. 27, 2023 shares | Apr. 05, 2023 USD ($) shares | Mar. 31, 2023 USD ($) | Feb. 13, 2023 shares | Aug. 29, 2022 shares | Aug. 15, 2022 shares | Mar. 24, 2022 shares | May 13, 2021 shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 $ / shares shares | Sep. 07, 2023 $ / shares | Mar. 31, 2023 CAD ($) $ / shares | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||
Percentage of stock issued | 16.66% | |||||||||||||
Stock issued | 429 | 228,572 | 1,286 | 155,845 | 691,000 | |||||||||
Common stock, par value | $ / shares | $ 0.10 | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Unrealized loss on investment | $ | $ 713,593 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||
Stock issued | 2,143 | 3,572 | 228,572 | |||||||||||
Plantify Foods [Member] | ||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||
Percentage of stock issued | 23% | 19.99% | 19.99% | |||||||||||
Stock issued | 166,340 | |||||||||||||
Issuance of shares, value | $ | $ 826,705 | |||||||||||||
Debt face amount | $ 1,124,000 | $ 1,500,000 | ||||||||||||
Debenture accrues interest rate | 8% | 8% | ||||||||||||
Debt maturity date | Oct. 04, 2024 | |||||||||||||
Common stock, par value | $ / shares | $ 0.05 | |||||||||||||
Number of issued for acquisitions | 85,008,698 | |||||||||||||
Debt investment rate | 25.40% | 25.40% | ||||||||||||
Plantify Foods [Member] | Common Stock [Member] | ||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||
Stock issued | 300,043.49 | |||||||||||||
Additional shares purchased | 55,004,349 | |||||||||||||
Common stock, par value | $ / shares | $ 0.01 | |||||||||||||
Payment for right offering | $ | $ 404,890 | |||||||||||||
Ownership increase percent | 7% |
A CONSOLIDATED ENTITY (Details
A CONSOLIDATED ENTITY (Details Narrative) - USD ($) | 12 Months Ended | ||||
Aug. 29, 2023 | Aug. 29, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 27, 2023 | |
Research and development expense | $ 1,938,234 | $ 770,826 | |||
Debt Instrument, Periodic Payment | 400,000 | ||||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | 160,000 | ||||
IPR&D [Member] | |||||
Research and development expense | $ 1,661,707 | ||||
Maximum [Member] | |||||
Research and development expense | $ 1,200,000 | ||||
Yaaran Investment [Member] | |||||
Shares, issued | 4,200,000 | 4,200,000 | |||
Share capital percentage | 60% | ||||
Exchange capital for share price | 223,008 | ||||
Ownership percentage | 19.99% | ||||
Description of ownership percentage | the company owns 60% of the share capital of NTWO OFF Ltd, Yaaran owns 30%, and the Agricultural Research Organization - Volcani Institute owns 10%. See also note 10(22) below | ||||
Yaaran Investment [Member] | Nitrousink Ltd [Member] | |||||
Subsidiary, ownership percentage, parent | 16.66% |
SCHEDULE OF OTHER LIABILITIES (
SCHEDULE OF OTHER LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Other liabilities | $ 734,933 | $ 587,365 |
Employees and Related Institutions [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Other liabilities | 60,000 | 96,516 |
Accrued Expenses [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Other liabilities | 634,418 | 424,538 |
Operating Lease Liabilities [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Other liabilities | $ 40,515 | $ 66,311 |
COMMITMENT AND CONTINGENT LIA_2
COMMITMENT AND CONTINGENT LIABILITIES (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Aug. 07, 2023 | Jun. 23, 2021 | Jun. 01, 2021 | Sep. 22, 2020 | Oct. 10, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 15, 2022 | |
Revenues | $ 263,445 | |||||||
Shares Issued, Price Per Share | $ 2 | $ 5.28 | $ 21 | |||||
Monthly fee | $ 400,000 | |||||||
Share based compensation | 540,805 | |||||||
[custom:SuccessFees] | 175,000 | |||||||
Chief Executive Officer [Member] | ||||||||
Reimbursement of expenses | 100,000 | |||||||
Board of Directors Chairman [Member] | ||||||||
Reimbursement of expenses | 10,000 | |||||||
Consulting Agreement [Member] | ||||||||
Share based compensation | $ 9,639 | |||||||
Consulting Agreement [Member] | Consultant One [Member] | ||||||||
Monthly fee | $ 13,000 | |||||||
Bonus amount | 150,000 | |||||||
Consulting Agreement [Member] | Consultant Two [Member] | ||||||||
Monthly fee | 2,000 | |||||||
Bonus amount | $ 250,000 | |||||||
Consulting Agreement [Member] | Consultant [Member] | ||||||||
Share based compensation | $ 532,991 | $ 33,000 | $ 136,000 | |||||
Consulting Agreement [Member] | Board of Directors Chairman [Member] | ||||||||
Reimbursement of expenses | $ 500 | |||||||
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 will 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 thereafter the Company will pay 5% of up to 100% of the amount of grants received plus interest at SOFR for 12 months. Save Foods Ltd. was entitled to the grants only upon incurring research and development expenditures. There were no future performance obligations related to the grants received from the IIA. | |||||||
Royalty, contingent liabilities | $ 155,765 | $ 155,765 | ||||||
Earthbound Technologies, LLC [Member] | Commission Agreement [Member] | Introduced Parties [Member] | ||||||||
[custom:PercentageOfNetRevenues] | 12.50% | |||||||
Revenues | $ 2,000,000 | |||||||
[custom:MaximumCompensationPercentageOfGrossProfit] | 25% | |||||||
Earthbound Technologies, LLC [Member] | Commission Agreement [Member] | Introduced Parties [Member] | Exceeds in Net Revenue [Member] | ||||||||
Revenues | $ 500,000 | |||||||
Stock Repurchased During Period, Shares | 1,021 | |||||||
Shares Issued, Price Per Share | $ 58.80 | |||||||
Earthbound Technologies, LLC [Member] | Commission Agreement [Member] | Introduced Parties [Member] | Occurance of Additional Events in Agreement [Member] | ||||||||
Stock Repurchased During Period, Shares | 1,021 | |||||||
Shares Issued, Price Per Share | $ 58.80 |
SCHEDULE OF OPERATING LEASE COS
SCHEDULE OF OPERATING LEASE COST (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating lease costs | $ 54,723 | $ 80,501 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating cash flows from operating leases | $ 51,353 | $ 62,679 |
Operating leases | $ 15,709 | $ 47,280 |
SCHEDULE OF SUPPLEMENTAL BALANC
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Operating leases right-of-use asset | $ 56,568 | $ 121,855 |
Current operating lease liabilities | $ 40,515 | $ 66,311 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other liabilities (Note 7) | Other liabilities (Note 7) |
Non-current operating lease liabilities | $ 7,181 | $ 40,023 |
Total operating lease liabilities | $ 47,696 | $ 106,334 |
Operating leases, Weighted average remaining lease term (years) | 1 year 29 days | 1 year 9 months 10 days |
Operating leases, Weighted average discount rate | 4% | 4% |
SCHEDULE OF MINIMUM LEASE PAYME
SCHEDULE OF MINIMUM LEASE PAYMENTS UNDER NON- CANCELABLE LEASES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 41,233 | |
2025 | 7,739 | |
Total operating lease payments | 48,972 | |
Less: imputed interest | (1,276) | |
Present value of lease liabilities | $ 47,696 | $ 106,334 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | ||||||
Dec. 15, 2023 | Dec. 15, 2021 | Jan. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Right-of-use assets | $ 56,568 | $ 121,855 | |||||
Operating lease liabilities | $ 47,696 | $ 106,334 | |||||
Car Rental Agreement [Member] | |||||||
Lease term of contract, years | 3 years | 3 years | |||||
Monthly payments | $ 1,300 | $ 950 | |||||
Right-of-use assets | $ 47,280 | $ 34,362 | |||||
Miami Lease Agreement [Member] | |||||||
Lease term of contract, years | 1 year | 1 year | |||||
Monthly payments | $ 670 | $ 600 | |||||
Additional lease term of contract, years | 1 year | 1 year | |||||
Addtional monthly payments | $ 704 | $ 630 | |||||
Right-of-use assets | $ 15,709 | $ 14,633 | |||||
Neve Yarak, lsrael [Member] | |||||||
Lease term of contract, years | 1 year | ||||||
Monthly payments | $ 2,000 | ||||||
Additional lease term of contract, years | 2 years | ||||||
Right-of-use assets | $ 152,472 | ||||||
Operating lease liabilities | 152,472 | ||||||
Neve Yarak, lsrael [Member] | First Option Period [Member] | |||||||
Addtional monthly payments | 2,500 | ||||||
Neve Yarak, lsrael [Member] | Second Option Period [Member] | |||||||
Addtional monthly payments | $ 2,750 | ||||||
Neve Yarak, lsrael [Member] | Additional Option Period [Member] | |||||||
Additional lease term of contract, years | 2 years |
SCHEDULE OF TRANSACTIONS AND BA
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES (Details) (Parenthetical) - USD ($) | Nov. 08, 2023 | Jun. 21, 2023 | Jun. 14, 2023 | Mar. 29, 2023 |
Board of Directors Chairman [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued | 7,143 | |||
Consulting Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued | 32,143 | |||
Shares issued | $ 11,250 | |||
Consulting Agreement [Member] | Board of Directors Chairman [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued | 20,000 | |||
Shares issued | $ 44,002 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 4 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dec. 28, 2023 shares | Dec. 26, 2023 USD ($) shares | Dec. 22, 2023 shares | Dec. 22, 2023 USD ($) | Dec. 21, 2023 USD ($) | Dec. 20, 2023 shares | Dec. 11, 2023 USD ($) shares | Dec. 07, 2023 USD ($) shares | Dec. 05, 2023 shares | Nov. 23, 2023 USD ($) | Nov. 20, 2023 shares | Nov. 08, 2023 USD ($) shares | Nov. 06, 2023 shares | Oct. 11, 2023 USD ($) shares | Oct. 02, 2023 | Sep. 27, 2023 USD ($) shares | Sep. 06, 2023 shares | Aug. 29, 2023 USD ($) | Aug. 07, 2023 shares | Aug. 07, 2023 USD ($) shares | Jul. 27, 2023 USD ($) shares | Jul. 23, 2023 USD ($) | Jul. 06, 2023 shares | Jun. 30, 2023 USD ($) shares | Jun. 21, 2023 USD ($) shares | Jun. 15, 2023 USD ($) | Jun. 14, 2023 shares | May 28, 2023 shares | Apr. 27, 2023 shares | Apr. 05, 2023 shares | Apr. 03, 2023 USD ($) shares | Mar. 29, 2023 USD ($) shares | Mar. 18, 2023 shares | Mar. 13, 2023 shares | Feb. 13, 2023 shares | Jan. 20, 2023 shares | Jan. 02, 2023 USD ($) shares | Nov. 16, 2022 shares | Oct. 26, 2022 USD ($) shares | Oct. 11, 2022 USD ($) shares | Sep. 06, 2022 USD ($) | Aug. 29, 2022 USD ($) shares | Aug. 15, 2022 USD ($) $ / shares shares | Aug. 03, 2022 shares | Jul. 11, 2022 USD ($) shares | Jun. 27, 2022 USD ($) | Jun. 26, 2022 USD ($) shares | Jun. 13, 2022 USD ($) shares | May 18, 2022 USD ($) shares | May 02, 2022 USD ($) shares | Apr. 02, 2022 USD ($) shares | Mar. 24, 2022 USD ($) shares | Mar. 10, 2022 USD ($) shares | Jan. 31, 2022 USD ($) shares | Jan. 31, 2022 ILS (₪) shares | Jan. 27, 2022 shares | Jan. 09, 2022 USD ($) | Nov. 03, 2021 shares | Oct. 01, 2021 shares | Jun. 15, 2021 USD ($) shares | May 13, 2021 shares | Oct. 10, 2018 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2023 | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 429 | 228,572 | 1,286 | 155,845 | 691,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value | $ 8,610 | $ 38,790 | $ 4,103,330 | [1] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | $ 540,805 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase in monthly consultancy fee | 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | 23,700 | 84,171 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of issued for consultant services | shares | 301,284 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of issued for consultant services | $ 540,805 | $ 2,923,841 | [1] | $ 917,070 | [1] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock | shares | 228,572 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 21 | $ 2 | $ 2 | $ 5.28 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 4,800,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payments of stock issuance costs | 696,670 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from over allotment | $ 4,103,330 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders equity description | The Company granted the underwriter a 45-day option to purchase up to 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, a warrant 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 warrant is exercisable at $26.25 per share, representing 125% of the public offering price per share in this offering | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period share based compensation | [1] | $ 23,700 | $ 84,171 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
General and administrative expense | 5,575,843 | 4,716,909 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepaid Expense, Current | $ 719,389 | 719,389 | 223,238 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Research and Development Expense | 1,938,234 | $ 770,826 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Research and Development Expense | $ 1,200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 2,143 | 3,572 | 228,572 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value | [1] | $ 23 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | $ 47,680 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of issued for consultant services | shares | 990,092 | 29,747 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of issued for consultant services | [1] | $ 99 | $ 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payments of stock issuance costs | 696,670 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period share based compensation | [1] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant fees | $ 4,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 858 | 1,286 | 1,286 | 1,286 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value | $ 38,500 | $ 19,125 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | 9,639 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly consultancy fee | $ 1,600 | ₪ 5,000 | $ 4,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | options to purchase | options to purchase | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock options, exercised | $ 6,015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 90,665 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares forfeited | shares | 32,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 16,852 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of issued for consultant services | shares | 142,860 | 858 | 1,286 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of issued for consultant services | $ 10,000 | 21,525 | $ 17,220 | $ 39,420 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | shares | 35,715 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period share based compensation | 24,137 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted value forfeited | $ 11,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted value | $ 10,000 | $ 11,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | EU Agritech Investment Ltd [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 21,009 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares forfeited | shares | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share based compensation | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | 18 Months [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 25,715 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Two Years [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 35,715 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value | $ 170,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | 50,534 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Thirty Months [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 32,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value | $ 147,150 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | 32,234 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Six Months Anniversary [Member] | 18 Months [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 8,572 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Six Months Anniversary [Member] | Two Years [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 11,905 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Six Months Anniversary [Member] | Thirty Months [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 10,715 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | 9 Months Anniversary [Member] | 18 Months [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 8,572 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | 9 Months Anniversary [Member] | Two Years [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 11,905 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | 9 Months Anniversary [Member] | Thirty Months [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 10,714 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | 12 Months Anniversary [Member] | Eighteen Months [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 8,571 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | 12 Months Anniversary [Member] | Two Years [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 11,905 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | 12 Months Anniversary [Member] | Thirty Months [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 10,714 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Three Months [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash fee | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period share based compensation, shares | shares | 16,485 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period share based compensation | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investor Relations Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 1,715 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value | $ 39,480 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly consultancy fee | $ 3,333 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant shares issued | shares | 5,715 | 8,574 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investor Relations Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant shares issued | shares | 5,716 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Exchange Agreement [Member] | Plantify Foods Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 166,340 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of stock issued | 19.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreements [Member] | 18 Months [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value | 122,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | 47,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Retainer Legal Services Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | 26,745 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period share based compensation | $ 66,862 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Standby Equity Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 691,000 | 20,000 | 20,000 | 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value | $ 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of shares | $ 3,499,388 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
General and administrative expense | $ 358,801 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Standby Equity Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term purchase commitment, amount | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Standby Equity Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term purchase commitment, amount | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Standby Equity Purchase Agreement [Member] | YA II PN, Ltd [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 26,224 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value | $ 122,988 | $ 3,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock | shares | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PurchaseAgreementPercentage | 94% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, convertible, threshold trading days | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Advance notice | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Advance or acquiring payment | 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 notice or acquiring more than 19.99% of the Company’s outstanding shares of common stock as of the date of the SEPA I (the “Exchange Cap”). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 SEPA I 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 SEPA I without being subject to the Exchange Cap), | 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 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 SEPA I for the sale of shares will first be used to satisfy any payments due under the Note. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Advances discount percentage | 3% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Standby Equity Purchase Agreement [Member] | YA II PN, Ltd [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term purchase commitment, amount | $ 700,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Standby Equity Purchase Agreement [Member] | YA II PN, Ltd [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term purchase commitment, amount | $ 3,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Standby Equity Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 18,333 | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value | $ 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | YA II PN, Ltd [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock consideration received on transaction | $ 700,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 223,008 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Research and Development Expense | $ 997,024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 1,442 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 19,125 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bonus | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
One-time bonus | $ 7,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional bonus, shares | shares | 1,072 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant fees | $ 3,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issuable | shares | 86 | 29 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 7,143 | 3,572 | 3,572 | 100 | 1,286 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value | $ 99,500 | $ 4,926 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | $ 532,991 | $ 33,000 | 136,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock options, exercised | $ 111,553 | $ 1,286 | $ 1,286 | $ 1,286 | $ 1,286 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares forfeited | shares | 25,715 | 10,001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 271,886 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of issued for consultant services | shares | 111,553 | 7,143 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of issued for consultant services | $ 1,286 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Consulting Agreement [Member] | First Quarter 2023 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares forfeited | shares | 3,572 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Consulting Agreement [Member] | Each Quarter 2023 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares forfeited | shares | 2,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Consulting Agreement [Member] | Six Installments [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 1,786 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Investor Relations Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant fees | $ 11,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 1,715 | 2,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value | $ 66,000 | $ 103,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly consultancy fee | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | 84,015 | 19,585 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash payment | $ 5,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant shares issued | shares | 8,572 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Service Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant fees | $ 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value | 141,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 100,697 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of issued for consultant services | 195,355 | $ 79,645 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares forfeited | shares | 7,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bonus | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors Chairman [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares forfeited | shares | 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted value forfeited | $ 44,002 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Consultant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of issued for consultant services | shares | 100,000 | 715 | 21,428 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Consultant [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of issued for consultant services | shares | 1,430 | 21,428 | 1,430 | 1,430 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of issued for consultant services | 59,695 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MrJoachim Fuchs [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | 678,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of issued for consultant services | $ 678,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal Advisors [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares forfeited | shares | 12,500 | 12,500 | 4,945 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of issued for consultant services | $ 25,000 | 22,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted value forfeited | $ 22,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal Advisors [Member] | Retainer Legal Services Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of issued for consultant services | shares | 6,123 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investor [Member] | Standby Equity Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares, net of issuance costs, shares | shares | 110,554 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Structuring fee | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepaid Expense, Current | $ 254,274 | 254,274 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Third Party [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | $ 4,176 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of issued for consultant services | shares | 1,755 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[1]Adjusted to reflect one |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Options Outstanding, Begining | 33,533 | 27,518 |
Weighted Average Exercise Price, Beginning | $ 21 | $ 23.69 |
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 | (6,015) | |
Weighted Average Exercise Price, Forfeited | $ 8.75 | |
Number of Options, Expired | ||
Weighted Average Exercise Price, Expired | ||
Number of Options, Exercised | ||
Number of Options Outstanding, Ending | 27,518 | 33,533 |
Weighted Average Exercise Price, Ending | $ 23.69 | $ 21 |
Number of Options Exercisable | 27,518 | |
Weighted Average Exercise Price, Exercisable | $ 23.69 |
SCHEDULE OF ESTIMATED FAIR VALU
SCHEDULE OF ESTIMATED FAIR VALUE OF OPTIONS GRANTED (Details) | 12 Months Ended | |
Dec. 31, 2022 $ / shares | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Dividend yield | 0% | |
Share price (US dollars) | $ 20.09 | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility (%) | 55.37% | [1] |
Risk-free interest rate (%) | 3.46% | [2] |
Expected term of options (years) | 5 years 3 months 21 days | [3] |
Exercise price (US dollars) | $ 7 | |
Fair value (US dollars) | $ 2.1 | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility (%) | 64.89% | [1] |
Risk-free interest rate (%) | 3.48% | [2] |
Expected term of options (years) | 6 years 3 months 21 days | [3] |
Exercise price (US dollars) | $ 10.5 | |
Fair value (US dollars) | $ 2.2 | |
[1]Due to the low trading volume of the Company’s common stock and lack of historical information, the expected volatility was based on the historical volatility of the share price of other public companies that operate in the same industry sector as the Company (agricultural chemical industry).[2]The risk-free interest rate represented the risk-free rate of $ zero 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] | |
Risk-free interest rate | 0% |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | ||||||||||||
Dec. 20, 2023 | Apr. 27, 2023 | Mar. 29, 2023 | Feb. 13, 2023 | Aug. 29, 2022 | Aug. 15, 2022 | Mar. 24, 2022 | May 13, 2021 | Jul. 02, 2020 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 02, 2023 | Oct. 18, 2018 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 27,518 | 27,518 | ||||||||||||
Stock options granted during the period | 6,015 | |||||||||||||
Common Stock authorized | 495,000,000 | 495,000,000 | 495,000,000 | |||||||||||
Issuance of shares, net of issuance costs, shares | 429 | 228,572 | 1,286 | 155,845 | 691,000 | |||||||||
Intrinsic value of awards | $ 0 | $ 0 | $ 0 | |||||||||||
Stock price | $ 21 | $ 2 | $ 2 | $ 5.28 | ||||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 90,665 | |||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 23,700 | 84,171 | ||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Shares issued | 7,143 | |||||||||||||
Options to purchase shares of common stock | 6,015 | |||||||||||||
Employees and Directors [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 23,700 | $ 84,171 | ||||||||||||
Common Stock [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Issuance of shares, net of issuance costs, shares | 2,143 | 3,572 | 228,572 | |||||||||||
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, Exercisable, Number | 27,211 | |||||||||||||
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 | |||||||||||||
Stock options granted during the period | 12,955 | |||||||||||||
2022 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Stock options granted during the period | 142,858 | |||||||||||||
2022 Share Incentive Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Stock options granted during the period | 641,788 | |||||||||||||
2022 Share Incentive Plan [Member] | Board of Directors Chairman [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Issuance of shares, net of issuance costs, shares | 286,784 | |||||||||||||
2022 Share Incentive Plan [Member] | Common Stock [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Common Stock authorized | 928,572 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | |||||||||||||
Apr. 27, 2023 | Feb. 13, 2023 | Aug. 29, 2022 | Aug. 15, 2022 | Jul. 28, 2022 | Jun. 26, 2022 | Apr. 02, 2022 | Apr. 02, 2022 | Mar. 24, 2022 | Feb. 01, 2022 | May 13, 2021 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Share price | $ 20.09 | ||||||||||||||
Issuance of shares, net of issuance costs, shares | 429 | 228,572 | 1,286 | 155,845 | 691,000 | ||||||||||
Dividend yields | 0% | ||||||||||||||
Allocated share based compensation expense | $ 540,805 | ||||||||||||||
Stock based compensation | 23,700 | $ 84,171 | |||||||||||||
Minimum [Member] | |||||||||||||||
Risk free rate | [1] | 3.46% | |||||||||||||
Volatility rate | [2] | 55.37% | |||||||||||||
Expected term | [3] | 5 years 3 months 21 days | |||||||||||||
Maximum [Member] | |||||||||||||||
Risk free rate | [1] | 3.48% | |||||||||||||
Volatility rate | [2] | 64.89% | |||||||||||||
Expected term | [3] | 6 years 3 months 21 days | |||||||||||||
Common Stock [Member] | |||||||||||||||
Issuance of shares, net of issuance costs, shares | 2,143 | 3,572 | 228,572 | ||||||||||||
Allocated share based compensation expense | $ 47,680 | ||||||||||||||
Letter Agreement [Member] | |||||||||||||||
Warrants to purchase shares | 4,423 | ||||||||||||||
Allocated share based compensation expense | $ 30,600 | ||||||||||||||
Letter Agreement [Member] | February 2022 Warrant [Member] | |||||||||||||||
Warrants to purchase shares | 11,058 | ||||||||||||||
Share price | $ 0.35 | ||||||||||||||
Issuance of shares, net of issuance costs, shares | 2,212 | ||||||||||||||
Risk free rate | 1.35% | ||||||||||||||
Volatility rate | 52.14% | ||||||||||||||
Dividend yields | 0% | ||||||||||||||
Expected term | 9 months | ||||||||||||||
Fair value | $ 332,859 | ||||||||||||||
Stock based compensation | $ 138,692 | ||||||||||||||
Investor Relations Agreement [Member] | |||||||||||||||
Warrants to purchase shares | 5,715 | 8,574 | 8,574 | ||||||||||||
Issuance of shares, net of issuance costs, shares | 1,715 | ||||||||||||||
Dividend yields | 0% | ||||||||||||||
Risk free interest rate | 1.72% | ||||||||||||||
Risk free interest rate | 2.44% | ||||||||||||||
Expected volatility | 52.14% | ||||||||||||||
Expected volatility | 63.36% | ||||||||||||||
Warrants | $ 40,350 | ||||||||||||||
Investor Relations Agreement [Member] | Minimum [Member] | |||||||||||||||
Expected term | 1 year | ||||||||||||||
Investor Relations Agreement [Member] | Maximum [Member] | |||||||||||||||
Expected term | 2 years | ||||||||||||||
Investor Relations Agreement [Member] | Vest After12 Months [Member] | |||||||||||||||
Warrants to purchase shares | 2,858 | 2,858 | 2,858 | ||||||||||||
Warrant exercise | $ 56 | ||||||||||||||
Warrants or rights | $ 42 | ||||||||||||||
Investor Relations Agreement [Member] | Vest Upon Laps of 18 Months [Member] | |||||||||||||||
Warrants to purchase shares | 2,858 | 2,858 | |||||||||||||
Warrants or rights | $ 66.50 | $ 66.50 | |||||||||||||
Investor Relations Agreement [Member] | Vest After 24 Months [Member] | |||||||||||||||
Warrants to purchase shares | 2,858 | 2,858 | |||||||||||||
Warrants or rights | $ 77 | $ 77 | |||||||||||||
Investor Relations Agreement [Member] | Vest After 6 Months [Member] | |||||||||||||||
Warrants to purchase shares | 2,858 | ||||||||||||||
Warrants or rights | $ 31.50 | ||||||||||||||
Investor Relations Agreement [Member] | Common Stock [Member] | |||||||||||||||
Warrants to purchase shares | 5,716 | ||||||||||||||
Investor Relations Agreement [Member] | Warrant [Member] | |||||||||||||||
Dividend yields | 0% | ||||||||||||||
Risk free interest rate | 2.52% | ||||||||||||||
Risk free interest rate | 2.79% | ||||||||||||||
Expected volatility | 52.12% | ||||||||||||||
Expected volatility | 56.48% | ||||||||||||||
Warrants | $ 7,009 | ||||||||||||||
Investor Relations Agreement [Member] | Warrant [Member] | Minimum [Member] | |||||||||||||||
Expected term | 6 months | ||||||||||||||
Investor Relations Agreement [Member] | Warrant [Member] | Maximum [Member] | |||||||||||||||
Expected term | 1 year | ||||||||||||||
[1]The risk-free interest rate represented the risk-free rate of $ zero Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the “simplified method”. |
SCHEDULE OF COST OF SALES (Deta
SCHEDULE OF COST OF SALES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cost of sales | $ 55,178 | $ 158,313 |
Other Expense [Member] | ||
Cost of sales | 65 | 26,159 |
Salaries and Related Expenses [Member] | ||
Cost of sales | 21,441 | 32,583 |
Materials [Member] | ||
Cost of sales | 26,804 | 77,281 |
Vehicle Maintenance [Member] | ||
Cost of sales | 6,868 | 18,175 |
Travel Expenses [Member] | ||
Cost of sales | $ 4,115 |
SCHEDULE OF RESEARCH AND DEVELO
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Research and development expenses | $ 1,938,234 | $ 770,826 |
Other Expense [Member] | ||
Research and development expenses | 23,645 | 30,802 |
Asset Management Arrangement [Member] | ||
Research and development expenses | 14,093 | 35,556 |
Share-Based Payment Arrangement [Member] | ||
Research and development expenses | 3,024 | |
Salaries and Related Expenses [Member] | ||
Research and development expenses | 70,863 | 438,217 |
IPR&D [Member] | ||
Research and development expenses | 1,661,707 | |
Subcontractors [Member] | ||
Research and development expenses | 138,478 | 120,360 |
Depreciation [Member] | ||
Research and development expenses | 12,961 | 22,034 |
Travel Expenses [Member] | ||
Research and development expenses | 229 | |
Vehicle Maintenance [Member] | ||
Research and development expenses | 14,598 | 30,887 |
Laboratory and Field Tests [Member] | ||
Research and development expenses | $ 1,889 | $ 89,717 |
SCHEDULE OF GENERAL AND ADMINIS
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
General and administrative expense | $ 5,575,843 | $ 4,716,909 |
Other Expense [Member] | ||
General and administrative expense | 33,386 | 35,290 |
Insurance-related Assessments [Member] | ||
General and administrative expense | 245,482 | 473,650 |
Share-Based Payment Arrangement [Member] | ||
General and administrative expense | 2,562,259 | 934,188 |
Service [Member] | ||
General and administrative expense | 1,899,847 | 2,575,294 |
Salaries and Related Expenses [Member] | ||
General and administrative expense | 232,842 | 297,848 |
Legal Expenses [Member] | ||
General and administrative expense | 276,336 | 108,814 |
Maintenance [Member] | ||
General and administrative expense | 15,380 | 50,361 |
Registration Fees [Member] | ||
General and administrative expense | 261,622 | 233,350 |
Doubtful Debt [Member] | ||
General and administrative expense | 40,494 | |
Depreciation [Member] | ||
General and administrative expense | $ 8,195 | $ 8,114 |
SCHEDULE OF FINANCING EXPENSES
SCHEDULE OF FINANCING EXPENSES NET (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | ||
Interest income | $ 65,757 | $ 33,741 |
Currency exchange differences | (13,888) | 14,857 |
Bank charges and other finance expenses, net | (5,358) | (8,797) |
Financing expenses net | $ 46,511 | $ 39,801 |
SCHEDULE OF INCOME TAX EXPENSES
SCHEDULE OF INCOME TAX EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Pretax loss | $ 7,259,918 | $ 5,779,841 |
Federal tax rate | 21% | 21% |
Income tax computed at the federal income tax rate | $ 1,524,583 | $ 1,213,767 |
Non-deductible expenses | (382,463) | (1,506) |
Share-based compensation | (27,242) | (19,359) |
Differences in corporate income tax rates | 67,845 | 52,813 |
Remeasurement of deferred taxes for foreign currency effects | 98,655 | (365,167) |
Changes in valuation allowance | (1,281,378) | (880,548) |
Income tax expenses |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Employees and related institutions | $ 3,581 | $ 6,927 |
Operating loss carry-forwards | 5,493,516 | 4,378,800 |
Operating lease liabilities | 10,669 | 24,328 |
Share-based compensation | 182,212 | 182,212 |
Others | 33,172 | 241,325 |
Total deferred tax assets | 5,723,150 | 4,833,592 |
Right-of-use asset | (12,697) | (27,894) |
Total deferred tax liabilities | (12,697) | (27,894) |
Net deferred tax assets | 5,710,453 | 4,805,698 |
Valuation allowance | (5,710,453) | (4,805,698) |
Deferred tax assets and liabilities |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Income Tax Examination, Description | Income of the Israeli company is taxable at enacted tax rate of 23%. | |
Net change in valuation allowances | $ 904,755 | |
Minimum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Operating loss carryforwards | 9,246,178 | $ 15,442,691 |
Taxable income | 770,787 | |
Maximum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Taxable income | $ 18,792,218 |
SCHEDULE OF BASIC AND DILUTED L
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Earnings Per Share [Abstract] | |||
Weighted average number of shares of common stock outstanding attributable to stockholders | [1] | 1,200,608 | 528,776 |
Total weighted average number of shares of common stock related to outstanding options, excluded from the calculations of diluted loss per share () | [2] | 27,518 | 33,533 |
[1]Adjusted to reflect one |
SCHEDULE OF TRANSACTIONS AND _2
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Salaries and fees to officers | $ 5,575,843 | $ 4,716,909 |
Stock based compensation | 23,700 | 84,171 |
Research and development expenses | 1,938,234 | 770,826 |
Salaries and fees to officers | 55,178 | 158,313 |
Selling and marketing expenses | 271,966 | 567,598 |
Salaries and Related Expenses [Member] | ||
Related Party Transaction [Line Items] | ||
Other accounts payables | 139,117 | 103,497 |
General and Administrative Expense [Member] | ||
Related Party Transaction [Line Items] | ||
General and administrative expenses net | (1,871,280) | (1,085,039) |
Stock based compensation | 987,962 | 124,508 |
General and Administrative Expense [Member] | Directors Compensation [Member] | ||
Related Party Transaction [Line Items] | ||
Salaries and fees to officers | 716,456 | 419,057 |
General and Administrative Expense [Member] | Salaries and Fees to Officers [Member] | ||
Related Party Transaction [Line Items] | ||
Salaries and fees to officers | 1,154,824 | 665,982 |
Research and Development Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Stock based compensation | 3,024 | |
Research and Development Expense [Member] | Salaries and Fees to Officers [Member] | ||
Related Party Transaction [Line Items] | ||
Research and development expenses | 33,417 | 276,738 |
Cost of Sales [Member] | Salaries and Fees to Officers [Member] | ||
Related Party Transaction [Line Items] | ||
Salaries and fees to officers | 33,417 | 169,013 |
Selling and Marketing Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Stock based compensation | 3,024 | |
Selling and Marketing Expense [Member] | Salaries and Fees to Officers [Member] | ||
Related Party Transaction [Line Items] | ||
Selling and marketing expenses | $ 33,417 | $ 169,013 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) | 12 Months Ended | ||||||||||
Jan. 08, 2024 USD ($) | Dec. 19, 2023 USD ($) | Aug. 29, 2022 USD ($) | Aug. 27, 2022 USD ($) | Apr. 18, 2022 USD ($) | Jun. 23, 2021 USD ($) | Jun. 23, 2021 USD ($) | Jun. 23, 2021 ILS (₪) | Nov. 06, 2020 USD ($) | Dec. 31, 2023 USD ($) | Jun. 22, 2021 USD ($) | |
Monthly fee | $ 400,000 | ||||||||||
Annual fees | $ 30,500 | ₪ 100,000 | |||||||||
Deferred Compensation Arrangements, Overall, Description | In addition, each member of the Board will 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. | In addition, each member of the Board will 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. | |||||||||
Mr.David Palach [Member] | |||||||||||
Monthly fee | $ 6,000 | $ 14,000 | |||||||||
Reimbursement expenses | $ 500 | ||||||||||
Common stock percentage | 4.50% | ||||||||||
Debt payable | $ 8,000 | $ 8,000 | |||||||||
Mr.David Palach [Member] | Subsequent Event [Member] | |||||||||||
Bonus received | $ 15,000 | ||||||||||
Mr.David Palach [Member] | Maximum [Member] | |||||||||||
Monthly consultancy fee | $ 1,000 | ||||||||||
Mr.David Palach [Member] | Common Stock [Member] | |||||||||||
Debt payable | $ 42,858 | ||||||||||
Mr.David Palach [Member] | Consulting Agreement [Member] | |||||||||||
Monthly consultancy fee | $ 8,000 | ||||||||||
Board of Directors Chairman [Member] | |||||||||||
Reimbursement expenses | $ 10,000 | ||||||||||
Bonus received | 25,000 | ||||||||||
Board of Directors Chairman [Member] | Subsequent Event [Member] | |||||||||||
Bonus received | 15,000 | ||||||||||
Board of Directors Chairman [Member] | Maximum [Member] | |||||||||||
Monthly consultancy fee | $ 1,000 | 8,000 | |||||||||
Board of Directors Chairman [Member] | Minimum [Member] | |||||||||||
Monthly consultancy fee | 5,500 | ||||||||||
Board of Directors Chairman [Member] | Consulting Agreement [Member] | |||||||||||
Monthly consultancy fee | 25,000 | 5,000 | |||||||||
Reimbursement expenses | $ 500 | ||||||||||
Board of Directors Chairman [Member] | Consulting Agreement [Member] | Minimum [Member] | |||||||||||
Monthly consultancy fee | $ 10,575 | $ 7,575 | |||||||||
Ms. Lital Barda [Member] | |||||||||||
Bonus received | $ 25,000 | ||||||||||
Ms. Lital Barda [Member] | Subsequent Event [Member] | |||||||||||
Bonus received | $ 7,500 |
SCHEDULE OF SEGMENT REPORTING P
SCHEDULE OF SEGMENT REPORTING PROFIT AND LOSS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Segment Reporting Information [Line Items] | |||
Revenues | $ 263,445 | ||
Operating loss | (2,886,476) | ||
Unallocated costs | (4,691,300) | ||
Total operating loss | (7,577,776) | $ (5,819,642) | |
Financing expenses net | 46,511 | 39,801 | |
Other income | 984,940 | ||
Changes in fair value of an investment in an associate measured under the fair value option | (713,593) | ||
Net loss | [1] | (7,259,918) | $ (5,779,841) |
Pathogen Prevention [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 263,445 | ||
Operating loss | (1,098,383) | ||
Global Warming Solutions [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | |||
Operating loss | $ (1,788,093) | ||
[1]Adjusted to reflect one |
SCHEDULE OF INFORMATION ON SALE
SCHEDULE OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from sales of products | $ 263,445 | $ 394,004 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from sales of products | 142,733 | 163,644 |
MEXICO | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from sales of products | 109,824 | 154,425 |
ISRAEL | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from sales of products | 9,869 | 29,998 |
TÃœRKIYE | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from sales of products | $ 1,019 | $ 45,937 |
SCHEDULE OF SALES TO CUSTOMERS
SCHEDULE OF SALES TO CUSTOMERS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue, Major Customer [Line Items] | ||
Revenues from sales of products | $ 263,445 | $ 394,004 |
Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues from sales of products | 142,733 | 163,644 |
Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues from sales of products | 109,824 | 154,425 |
Customer C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues from sales of products | 45,937 | |
Customer [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues from sales of products | $ 252,557 | $ 364,006 |
SCHEDULE OF INFORMATION ON LONG
SCHEDULE OF INFORMATION ON LONG LIVED ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment and ROU assets | $ 123,149 | $ 219,769 |
ISRAEL | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment and ROU assets | 102,103 | 207,779 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment and ROU assets | $ 21,046 | $ 11,990 |
GEOGRAPHIC AREAS AND MAJOR CUST
GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 | |
Single Customer [Member] | Revenue, Segment Benchmark [Member] | Customer Concentration Risk [Member] | |
Revenue, Major Customer [Line Items] | |
Concentration Risk, Percentage | 10% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | 4 Months Ended | 12 Months Ended | |||||||||||||||
Mar. 18, 2024 | Dec. 20, 2023 | Dec. 07, 2023 | Dec. 05, 2023 | Nov. 20, 2023 | Nov. 06, 2023 | Apr. 27, 2023 | Mar. 18, 2023 | Mar. 13, 2023 | Feb. 13, 2023 | Aug. 29, 2022 | Aug. 15, 2022 | Mar. 24, 2022 | May 13, 2021 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||||||||||||||
Issuance of shares, net of issuance costs, shares | 429 | 228,572 | 1,286 | 155,845 | 691,000 | ||||||||||||
Common stock shares issued for service | 301,284 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Issuance of shares, net of issuance costs, shares | 2,143 | 3,572 | 228,572 | ||||||||||||||
Common stock shares issued for service | 990,092 | 29,747 | |||||||||||||||
Standby Equity Purchase Agreement [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Issuance of shares, net of issuance costs, shares | 691,000 | 20,000 | 20,000 | 20,000 | |||||||||||||
Standby Equity Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Issuance of shares, net of issuance costs, shares | 18,333 | 10,000 | |||||||||||||||
Consulting Services [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Common stock shares issued for service | 1,286 | ||||||||||||||||
Consulting Services One [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Common stock shares issued for service | 3,508 |