Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information Line Items | |
Entity Registrant Name | Steakholder Foods Ltd. |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 251,756,047 |
Amendment Flag | false |
Entity Central Index Key | 0001828098 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity Address, Address Line One | 5 David Fikes St. |
Entity Address, Address Line Two | P.O. Box 4061 |
Entity Address, City or Town | Rehovot |
Entity Address, Postal Zip Code | 7638205 |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Country | IL |
Entity File Number | 333-253915 |
Entity Interactive Data Current | Yes |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | U.S. GAAP |
Auditor Firm ID | 1057 |
Auditor Name | Somekh Chaikin |
Auditor Location | Tel Aviv, Israel |
Business Contract | |
Document Information Line Items | |
Entity Address, Address Line One | 5 David Fikes St. |
Entity Address, City or Town | Rehovot |
Entity Address, Postal Zip Code | 7638205 |
Entity Address, Country | IL |
Contact Personnel Name | Arik Kaufman |
City Area Code | +972 |
Local Phone Number | 73-332-2853 |
Contact Personnel Email Address | info@steakholderfoods.com |
American Depositary Shares, each representing 100 ordinary shares, no par value per share | |
Document Information Line Items | |
Trading Symbol | STKH |
Title of 12(b) Security | American Depositary Shares, each representing 100 ordinary shares, no par value per share |
Security Exchange Name | NASDAQ |
Ordinary shares, no par value per share | |
Document Information Line Items | |
Title of 12(b) Security | Ordinary shares, no par value per share |
Security Exchange Name | NASDAQ |
No Trading Symbol Flag | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 4,248 | $ 6,284 |
Restricted deposits | 24 | |
Other investment | 136 | |
Marketable securities with related party | 351 | |
Prepaid expenses and other current assets | 367 | 685 |
Total current assets | 4,966 | 7,129 |
NON-CURRENT ASSETS: | ||
Restricted deposits | 301 | 331 |
Other investment | 1,156 | |
Right-of-use asset | 3,212 | 3,687 |
Property and equipment, net | 2,344 | 3,497 |
Total non-current assets | 5,857 | 8,671 |
Total Assets | 10,823 | 15,800 |
CURRENT LIABILITIES: | ||
Accounts payables and accruals | 1,783 | 2,104 |
Other liabilities | 193 | 199 |
Trade payables | 154 | 746 |
Current lease liability | 355 | 601 |
Warrant liability | 4 | |
Total current liabilities | 2,485 | 3,654 |
NON-CURRENT LIABILITIES | ||
Long term lease liability | 2,456 | 2,746 |
Total non-current liabilities | 2,456 | 2,746 |
COMMITMENTS AND CONTINGENT LIABILITIES (Note 9) | ||
SHAREHOLDERS’ EQUITY | ||
Ordinary shares – no par value, Authorized 1,000,000,000 shares. Issued and outstanding 251,756,047 and 146,471,680 at December 31, 2023 and December 31, 2022, respectively | ||
Additional paid in capital | 76,058 | 62,942 |
Accumulated other comprehensive loss | (230) | |
Accumulated deficit | (70,176) | (53,312) |
Total shareholders’ equity | 5,882 | 9,400 |
Total liabilities and shareholders’ equity | $ 10,823 | $ 15,800 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, shares par value (in Dollars per share) | ||
Common stock, shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares Issued | 251,756,047 | 146,471,680 |
Common stock, shares outstanding | 251,756,047 | 146,471,680 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Research and development | $ 7,095 | $ 6,529 | $ 4,779 |
Marketing | 1,937 | 2,874 | 1,115 |
Marketing with related party | 745 | 2,210 | 590 |
General and administrative | 4,401 | 5,485 | 6,948 |
Total operating loss | 14,178 | 17,098 | 13,432 |
Financial expenses (income), net | 1,369 | (2,565) | (9,571) |
Loss from continuing operations | 15,547 | 14,533 | 3,861 |
Net loss from discontinued operations | 1,317 | 7,326 | 18,057 |
Loss for the year | 16,864 | 21,859 | 21,918 |
Other comprehensive (income) loss: | |||
Foreign currency translation differences | (230) | 121 | 109 |
Other comprehensive (income) loss for the year, net | (230) | 121 | 109 |
Total comprehensive loss | $ 16,634 | $ 21,980 | $ 22,027 |
Net loss per share from continuing operations – basic (in Dollars per share) | $ (0.07) | $ (0.11) | $ (0.03) |
Net loss per share from discontinued operations – basic (in Dollars per share) | $ (0.01) | $ (0.05) | $ (0.16) |
Weighted average shares outstanding – basic (in Shares) | 236,645,676 | 135,900,869 | 115,954,501 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Net loss per share from continuing operations – diluted | $ (0.07) | $ (0.11) | $ (0.03) |
Net loss per share from discontinued operations – diluted | $ (0.01) | $ (0.05) | $ (0.16) |
Weighted average shares outstanding – diluted (in Shares) | 236,645,676 | 135,900,869 | 115,954,501 |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Equity (Deficiency) - USD ($) $ in Thousands | Ordinary Shares | Additional Paid-in Capital | Other Comprehensive Income (loss) | Accumulated deficit | Total | |
Balance at Dec. 31, 2020 | [1] | $ 13,612 | $ (9,535) | $ 4,077 | ||
Balance (in Shares) at Dec. 31, 2020 | 79,866,264 | |||||
Exercise of stock options | [1] | 3,222 | 3,222 | |||
Exercise of stock options (in Shares) | 5,227,844 | |||||
Share-based compensation | [1] | 3,799 | 3,799 | |||
Issuance of shares and warrants, net | [1] | 32,330 | 32,330 | |||
Issuance of shares and warrants, net (in Shares) | 40,676,000 | |||||
Other comprehensive income (loss) | [1] | (109) | (109) | |||
Net loss | (21,918) | (21,918) | ||||
Balance at Dec. 31, 2021 | [1] | 52,963 | (109) | (31,453) | 21,401 | |
Balance (in Shares) at Dec. 31, 2021 | 125,770,108 | |||||
Exercise of stock options | [1] | 53 | 53 | |||
Exercise of stock options (in Shares) | 1,107,736 | |||||
Share-based compensation | [1] | 3,356 | 3,356 | |||
Issuance of shares and warrants, net | [1] | 6,570 | 6,570 | |||
Issuance of shares and warrants, net (in Shares) | 19,593,836 | |||||
Other comprehensive income (loss) | [1] | (121) | (121) | |||
Net loss | (21,859) | (21,859) | ||||
Balance at Dec. 31, 2022 | [1] | 62,942 | (230) | (53,312) | $ 9,400 | |
Balance (in Shares) at Dec. 31, 2022 | 146,471,680 | 146,471,680 | ||||
Exercise of stock options | [1] | |||||
Exercise of stock options (in Shares) | 3,462,487 | |||||
Share-based compensation | [1] | 1,859 | $ 1,859 | |||
Issuance of shares and warrants, net | [1] | 11,257 | $ 11,257 | |||
Issuance of shares and warrants, net (in Shares) | 101,821,880 | 22,600,000 | ||||
Other comprehensive income (loss) | [1] | 230 | $ 230 | |||
Net loss | [1] | (16,864) | (16,864) | |||
Balance at Dec. 31, 2023 | [1] | $ 76,058 | $ (70,176) | $ 5,882 | ||
Balance (in Shares) at Dec. 31, 2023 | 251,756,047 | 251,756,047 | ||||
[1]No par value |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | |||
Net Loss | $ (16,864) | $ (21,859) | $ (21,918) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 503 | 837 | 380 |
Change in fair value of financial liabilities | (4) | (2,603) | (9,209) |
Change in fair value of other investment | 1,148 | (99) | (193) |
Change in fair value of marketable securities with related parties | 84 | ||
Change in lease right of use assets | 417 | 494 | 287 |
Change in lease liabilities | (524) | (486) | (306) |
Change in other investment | 1,223 | ||
Share-based compensation | 1,114 | 1,146 | 3,209 |
Share-based compensation with related party | 745 | 2,210 | 590 |
Impairment loss on fixed asset | 1,210 | ||
Loss of control of discontinued operation | (178) | ||
Decrease (increase) in prepaid expenses and other current assets | 153 | 1,904 | (2,339) |
Research and development expenses | 1,562 | 12,926 | |
Foreign exchange gain or losses | 162 | 210 | (87) |
Increase (decrease) in trade payables | (460) | 452 | (97) |
Increase in accounts payables and accruals | 977 | 201 | 1,097 |
Net cash used in operating activities | (12,727) | (14,821) | (14,437) |
Cash flows from investing activities: | |||
Acquisition of fixed assets | (270) | (2,901) | (1,776) |
Increase (decrease) in restricted deposit | 16 | 5 | (340) |
Loan provided | (367) | ||
Proceeds from other investment | 88 | 143 | 149 |
Investment in in-process research and development asset | (838) | (6,808) | |
Investment in marketable securities with related party | (435) | ||
Net cash decrease from loss of control over discontinued operations | (163) | ||
Net cash used in investing activities | (764) | (3,591) | (9,142) |
Cash flows from financing activities: | |||
Proceeds from issuance of shares and warrants | 12,500 | 6,300 | 29,282 |
Issuance costs | (1,243) | (454) | (3,283) |
Proceeds from exercise of stock options | 53 | 3,222 | |
Net cash provided by financing activities | 11,257 | 5,899 | 29,221 |
Effect of exchange rate changes on cash and cash equivalents | 198 | (379) | (22) |
Increase (decrease) in cash and cash equivalents | (2,036) | (12,892) | 5,620 |
Cash and cash equivalents and restricted cash, beginning of the year | 6,284 | 19,176 | 13,556 |
Cash and cash equivalents end of the year | 4,248 | 6,284 | 19,176 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the year for taxes | |||
Non-cash purchase of property and equipment | 7 | 57 | |
Issuance of shares and options against in-process research and development asset | 724 | 6,332 | |
Right-of-use asset recognized with corresponding lease liability | $ 3,787 | $ 541 |
General
General | 12 Months Ended |
Dec. 31, 2023 | |
General [Abstract] | |
GENERAL | NOTE 1 – GENERAL a. Steakholder Foods Ltd. (formerly Ophectra Real Estate and Investments Ltd., Meat-Tech 3D Ltd. and MeaTech 3D Ltd.) (the “Company”) was incorporated in Israel on July 22, 1992 as a private company limited by shares in accordance with the Companies Ordinance, 1983, and later a publicly-traded company whose ordinary shares were listed for trade on the Tel Aviv Stock Exchange (TASE). In March 2021, the Company completed an initial public offering on the Nasdaq Capital Market (Nasdaq), listing American Depositary Shares (ADSs) for trade under the ticker STKH, and later voluntarily de-listed its ordinary shares from the TASE. The Company’s official address is 5 David Fikes St., Rehovot, Israel. In August 2022, the Company changed its name from MeaTech 3D Ltd. to Steakholder Foods Ltd. b. The Company’s foodtech activities were commenced in July 2019 by a company called MeaTech Ltd., which merged with the Company in January 2020 and became a fully-owned subsidiary, now called Steakholder Innovation Ltd. As the Company was the surviving entity of the merger, and continued the pre-merger business operations, utilizing the pre-merger management and employees of MeaTech Ltd., the transaction was treated as a reverse acquisition that does not constitute a business combination. c. The Company is developing and selling two types of 3D-printing production machines, and developing plant-based products that aim to replicate the complex textures of traditional meats such as beef steaks, white fish, shrimp, and eel. Also, the Company is exploring the integration of cultivated cells, preparing for future advancements in food technology. d. The Company has applied U.S. GAAP as issued by the Financial Accounting Standards Board, or FASB, on a fully retrospective basis, initially for its financial statements for fiscal years as of January 1, 2023. Prior to those financial statements, the Company, reporting as of its Nasdaq e. Since its inception, the Company f. In October 2023, Israel was attacked by a terrorist organization and entered a state of war. As of the date of these consolidated financial statements, the war in Israel is ongoing and continues to evolve. The Company’s activities in Israel have not been substantially affected. During the year ended December 31, 2023, the impact of this war on the Company’s results of operations and financial condition was immaterial, however such impact may increase, and even become material, as a result of the continuation, escalation or expansion of such war. In such a scenario, the Company may encounter difficulties in raising funds and establishing new collaborations with foreign companies. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Basis The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). B. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The accounting and measurement estimates that require management’s subjective judgments include, but are not limited to, those related to share-based compensation, and fair value measurement of financial instrument at each balance sheet date. The Company evaluates its estimates and judgments on an ongoing basis and revises them when necessary. Actual results may differ from the original or revised estimates. C. Principles The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. D. Foreign currency The Company’s management believes that the United States dollar (“USD”) is the currency that represents the primary economic environment in which the Company and its Israeli subsidiary operate and is therefore the functional currency of their operations. Thus, the functional and reporting currency of the Company is the U.S. dollar. The functional currencies of the Company’s subsidiaries are their local currencies. The financial statements of the Company’s subsidiaries have been translated into United States dollars. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the reporting period. Income statement accounts are translated at average rates for the reporting period. Gains and losses from translation of foreign denominated transactions into USD are included in current results of operations. Gains and losses resulting from foreign currency transactions are also included in current results of operations. The effects of translating the assets, liabilities and income of the Company’s subsidiaries with functional currencies other than the USD are included in the Company’s consolidated statements of comprehensive loss. E. Discontinued operation In 2023, the Company’s subsidiary, Peace of Meat BV (hereinafter – Peace of Meat, or POM), entered into bankruptcy proceedings and was appointed a liquidator following cessation of funding by the Company. Peace of Meat met the definition of a discontinued operation as of March 31, 2023. Pursuant to the guidance of ASC 205-20 Presentation of Financial Statements – Discontinued Operations, the net expenses of the subsidiary have been included in “Net loss from discontinued operations” in the Company’s consolidated statements of comprehensive loss. See also Note 3. F. Cash and cash Cash and cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. G. Restricted deposit Restricted deposits are deposits with maturities of 12 months and are used as security for the rental of premises and for the Company’s credit cards. As of December 31, 2023, and 2022, the Company’s bank deposits were denominated in New Israeli Shekels (“NIS”) and bore interest at weighted average interest rates of 4.16%. H. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted deposits, other investment and marketable securities. For cash and cash equivalents and restricted deposits, the Company is exposed to credit risk in the event of default by the financial institutions to the extent of the amounts recorded on the consolidated balance sheets exceed government-insured limits. The Company maintains its cash and cash equivalents and restricted deposits with financial institutions that management believes is of high credit quality and has not experienced any losses on these accounts. For other investment, the Company is exposed to credit risk in the event of default by Therapin due to Therapin’s financial difficulties. Additionally, the Company’s management anticipates that in the event of a bankruptcy of Therapin, which constitutes an acceleration event of the repayment of the loan granted to Therapin, there will be insufficient funds to repay the loan to the Company. In the year ended December 31, 2023, Therapin filed for a stay of proceedings to the District Court in Nazareth. Therefore, the Company assesses no further payments will be received and revaluated the investment to USD 0 (see also Note 8). I. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and impairment. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: Estimated Computers 3 years Laboratory equipment 5-7 years Machinery and equipment 6-10 years Office Equipment 14 years Leasehold Improvements 2-8 years Depreciation begins at the time the asset is placed in service. Maintenance and repairs are charged to expense as incurred while significant renewals and improvements are capitalized. Upon retirement or sale, the cost of the disposed asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of comprehensive loss. The carrying amounts of property and equipment are reviewed for impairment in accordance with ASC Topic 360, Property, Plant and Equipment (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The determination of whether any impairment exists includes a comparison of estimated undiscounted future cash flows anticipated to be generated over the remaining life of an asset or asset group to their net carrying amount. If such assets are considered to be impaired, the impairment loss to be recognized is measured by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. There were no impairment losses during financial years 2021 and 2023. For the year ended on December 31, 2022, the Company recorded an impairment loss of USD 1,210 thousand (see also Note 3). J. Segment reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the enterprise’s chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company evaluated segment reporting in accordance with Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting K. Foreign government grants U.S. GAAP does not contain authoritative accounting standards for incentives and grants provided by governmental entities to a for-profit entity. The Company determined it most appropriate to account for government grants by analogy to International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance. Under the provisions of IAS 20, a government grant is recognized when there is reasonable assurance that the Company will meet the terms for receiving and realizing the benefit of the grant. Government grants are recognized as accounts payable upon receipt. Subsequently, they are recognized as a deduction from research and development expenses on a systematic basis over the periods during which the Company incurs costs for which the grant is intended to compensate. L. Leases The Company accounts for its leases in accordance with ASC Topic 842, Leases (“ASC 842”). The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term; the lease contains an option to purchase the asset that is reasonably certain to be exercised; the lease term is for a major part of the remaining useful life of the asset; the present value of the lease payments equals or exceeds substantially all of the fair value of the asset; or the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of lease term. A lease is classified as an operating lease if it does not meet any one of these criteria. During the periods presented, most of the Company’s leases are accounted for as operating leases. The Company’s lease agreements may include lease and non-lease components, such as services or maintenance, which are combined and accounted for as a single lease component. Certain lease agreements contain variable payments, including payments based on a Consumer Price Index (“CPI”). Variable lease payments based on a CPI are initially measured using the index in effect at lease commencement, and will not be subsequently adjusted, unless the liability is reassessed for other reasons. Subsequent increases in the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments is incurred. Right of use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date, based on the present value of lease payments over the lease term. As the Company cannot readily determine the rate implicit in the lease, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU assets also include any prepaid lease payments and lease incentives. The Company’s lease terms may include options to extend or terminate the lease. These options are included in the lease terms when it is reasonably certain they will be exercised. Leases with expected terms of 12 months or less are not recorded on the consolidated balance sheets. The carrying amounts of ROU assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. There were no impairment charges during any of the periods presented. Leases are presented in the Company’s consolidated balance sheets in long-term assets, and current and non-current liabilities. Operating lease expenses (excluding variable lease payments) are recognized in the consolidated statements of comprehensive loss on a straight-line basis over the lease term. Financing lease expenses include amortization expenses of the finance lease ROU asset on a straight-line basis over the shorter of its useful life or lease term, and interest expenses for finance lease liabilities based on the incremental borrowing rate. M. Fair value measurement The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), that defines fair value and establishes a framework for measuring and disclosing fair value. The Company measures certain financial assets and liabilities at fair value based on applicable accounting guidance using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value. Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying value of cash and cash equivalents, restricted deposits, prepaid expenses and other current assets, accounts payables and accruals and trade and other payables approximate their fair values due to the short-term maturities of such instruments. The Company’s warrants liability, share-based compensation and derivative liability were measured at fair value using Level 3 unobservable inputs. N. Marketable securities and other investments Marketable securities consist of investments in equity securities with readily determinable fair values. The Company accounts for investments in marketable equity securities in accordance with ASC Topic 321, Investments - Equity Securities (“ASC 321”). These investments are measured at fair value using a Level 1 fair value measurement, with realized and unrealized gains and losses reported in financial income (expenses), net in the consolidated statements of comprehensive loss. For other investments, the Company accounts for investments in fixed maturity securities as trading at acquisition, based on intent or via the election of the fair value option in accordance with ASC Topic 320, Investments - Debt Securities (“ASC 320”). The investment is carried at fair value using a Level 3 fair value measurement, with realized and unrealized gains and losses reported in financial income (expenses), net in the consolidated statements of comprehensive loss (for the investment in the separation agreement with Therapin see also Note 8). The Company considers credit-related impairments to be changes in value that are driven by a change in the debtor’s ability to meet its payment obligations and records an allowance and recognizes a corresponding loss in financial income (expenses), net when the impairment is incurred. During the year ended December 31, 2023, a credit impairment loss was recognized for an amount of USD 1,148 thousand. During the years ended December 31, 2022 and 2021, no credit loss impairments were recognized. The Company classifies its other investments as either short-term or long-term based on each instrument’s underlying contractual maturity date as well as the intended time of realization. Other investments with maturities of 12 months or less are classified as short-term, and other investments with maturities greater than 12 months are classified as long-term. O. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, and meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. Warrants that meet all the criteria for equity classification are recorded within additional paid-in capital. Warrants that do not meet all the criteria for equity classification, are recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. The Company accounts for warrant liabilities by measuring the fair value at inception and subsequently remeasures on a recurring basis, with changes in fair value recognized in financial income (expenses), within the Company’s consolidated statements of comprehensive loss. The Company utilized a Black-Scholes option pricing model to estimate the fair value of the warrant liabilities, which utilizes certain unobservable inputs and is therefore considered a Level 3 fair value measurement. Certain inputs used in the Black-Scholes pricing model may fluctuate in future periods based upon factors that are outside of the Company’s control, including a potential change in control outside of the Company’s control. The inputs utilized to value the warrant liabilities are highly subjective. The assumptions used in calculating the fair value of the warrant liabilities represent the best estimates, but these estimates involve inherent uncertainties and application of management’s judgment. As a result, if factors change and the Company uses different assumptions, the fair value of the warrant liabilities may be materially different in the future. P. Contingencies The Company accounts for contingent liabilities in accordance with ASC 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Q. Severance pay The Israeli Severance Pay Law, 1963 (“Severance Pay Law”), specifies that employees are entitled to severance payment, following the termination of their employment. Under the Severance Pay Law, the severance payment is calculated as one month of salary for each year of employment, or a portion thereof. The majority of the Company’s liability for severance pay is covered by the provisions of Section 14 of the Severance Pay Law (“Section 14”). Under Section 14 employees are entitled to monthly deposits, at a rate of 8.33% of their monthly salary, contributed on their behalf to their insurance funds. Payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. As a result, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in the Company’s balance sheet. Severance expense for the years ended December 31, 2023, 2022 and 2021, amounted to USD 323 thousand, USD 305 thousand and USD 225 thousand, respectively. R. Basic and diluted net loss per ordinary share The Company follows FASB ASC 260, Earnings Per Share (“ASC 260”), which requires the reporting of both basic and diluted earnings per ordinary share. Earnings per share (“EPS”) is calculated using the weighted average number of ordinary shares outstanding during each period. Basic net loss per share for both continuing and discontinued operations are computed by dividing net loss from continuing operations and net loss from discontinued operations attributable to ordinary shareholders by the weighted-average number of ordinary shares, including pre-funded warrants to purchase ordinary shares, outstanding for the period. The pre-funded warrants are included in the calculation of basic and diluted net loss per share as the shares are issuable for little or no consideration. Diluted net loss per share for both continuing and discontinued operations is computed by dividing the net loss by the weighted-average number of ordinary shares and dilutive ordinary share equivalents outstanding for the period determined using the treasury-share and if-converted methods, as applicable. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be anti-dilutive. S. Research and development Research and development costs, consisting primarily of employee compensation, operating supplies, facility costs and depreciation, are expensed as incurred. For further information regarding the in-process research and development acquired and recognized as research and development expenses, see Note 3. T. Share-based compensation The Company accounts for share-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is recognized as an expense over the requisite service periods in the Company’s consolidated statements of comprehensive loss. The Company recognizes compensation costs for awards conditioned only on continued service that have a graded vesting schedule using the accelerated method based on the multiple-option award approach. Forfeitures are accounted for as they occur. For performance-based share units, the Company recognizes compensation expenses for the value of such awards, if and when the Company concludes that it is probable that a performance condition will be achieved based on the accelerated attribution method over the requisite service period. The Company reassesses the probability of vesting at each reporting period for awards with performance conditions and adjusts compensation cost based on its probability assessment. The Company accounts for options granted to consultants and other service providers under ASC 718. The fair value of these options was estimated using a Black-Scholes option-pricing model and is recognized as an expense over the requisite service periods in the Company’s consolidated statements of comprehensive loss. The Company estimates the fair value of stock options on the grant date using the binomial and Monte Carlo option pricing models. The option pricing models require the input of highly subjective assumptions, including the expected term of the option, the expected volatility of the price of the Company’s ADSs and the expected dividend yield of ordinary shares. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. Expected volatility was calculated based upon historical volatility of share price of similar companies. The expected option term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. U. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. Deferred income taxes are determined utilizing the “asset and liability” method based on the estimated future tax effects of temporary differences between the financial accounting and tax basis of assets and liabilities under the applicable tax laws, and on tax rates anticipated to be in effect when the deferred income taxes are expected to be paid or realized. A valuation allowance is provided if, based upon the weight of available evidence, it is more likely than not that a portion of the deferred income tax assets will not be realized. In determining whether a valuation allowance is needed, the Company considers all available evidence, including historical information, long range forecast of future taxable income and evaluation of tax planning strategies. Amounts recorded for valuation allowance can result from a complex series of judgments about future events and can rely on estimates and assumptions. Deferred income tax liabilities and assets are classified as non-current. ASC 740 also contains a two-step approach of recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2023, and 2022, no liability for unrecognized tax benefits was recorded. V. New accounting pronouncements The Company qualifies as an emerging growth company (“EGC”) as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”). Using exemptions provided under the JOBS Act for EGCs, the Company has elected to defer compliance with new or revised ASUs until it is required to comply with such updates, which is generally consistent with the adoption dates of private companies. Recently issued accounting pronouncements, not yet adopted a. In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to reportable segment disclosures. The amendments in this update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating these amendments to determine the impact it may have on its consolidated financial statements. b. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. As EGC, this guidance will be effective for annual periods beginning after December 15, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on its income tax disclosures. c. In June 2022, the FASB issued ASC 2022-03 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring its fair value. The ASU also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The ASU also introduces new disclosure requirements for equity securities subject to contractual sale restrictions. As an Emerging Growth Company, the ASU is effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the effect that ASU 2022-03 will have on its consolidated financial statements and related disclosures. |
Discontinued Operation
Discontinued Operation | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations [Abstract] | |
DISCONTINUED OPERATION | NOTE 3 – DISCONTINUED OPERATION In February 2021, the Company completed a purchase of all of the outstanding share capital not yet owned by the Company of Peace of Meat, a Belgian cultured fat developer, for total consideration of up to EUR 16,300 thousand (USD 19,900 thousand). The total consideration payable by the Company in the acquisition consisted of both cash and equity instruments to be paid to Peace of Meat shareholders including legal fees. The total consideration was paid as part of the closing of the acquisition and part upon the achievement of the defined milestones and sub-milestones. Substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable in-process research and development (IPR&D) asset or group of similar IPR&D assets, thus the subsidiary is not considered a business and the acquisition is accounted as an asset acquisition. As at the time of the acquisition the Company did not foresee an alternative future use for the IPR&D assets acquired, consideration attributed to those assets was recognized as research and development expenses. Contingent consideration, dependent upon the achievement of technological milestones was recognized as additional research and development expenses at the time of the achievement of each milestone on the basis of the grant date fair value of the shares. Following the decision to cease the funding of Peace of Meat by the Company, the Board of Directors of the former concluded on March 31, 2023, that requirements for bankruptcy had been fulfilled. Peace of Meat entered bankruptcy proceedings, and a liquidator was appointed. As of December 31, 2022, and in accordance with ASC 360-10, the Company has assessed the indicators for impairment for its remaining long-lived assets in Peace of Meat. The Company assessed that Peace of Meat can no longer generate future economic benefits and recognized an impairment loss for the fixed assets, based on their fair value in an amount of USD 1,210 thousand. In addition, and in accordance with ASC 205-20, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As of December 31, 2023, Peace of Meat has met the discontinued operations criteria, hence the results of all discontinued operations, less applicable income taxes, were reported as components of net loss separate from the net loss of continuing operations. The comparative data has been restated in the consolidated statements of comprehensive loss to show the discontinued operation separately from continuing operations. The Company is not aware of any liabilities of the Company to POM’s creditors and therefore the Company has not recorded any liabilities in respect of Peace of Meat. As of December 31, 2023 Peace of Meat is still undergoing bankruptcy process and the Company no longer has any ability to manage or control the net assets of Peace of Meat. Therefore, the Company no longer controls Peace of Meat. The Company estimates the fair value less costs of disposal of its remaining interest in Peace of Meat at USD 0. The income from loss of control over assets and liabilities amounted to USD 178 thousand, presented under ‘net loss from discontinued operation’. The following information presents the major classes of assets and liabilities of the discontinued operations as reported on the consolidated balance sheet: At disposal date Cash and cash equivalents 163 Restricted deposits 29 Prepaid expenses and other current assets 138 Right of use assets 53 Fixed assets 954 Trade payables (132 ) Other payables (1,550 ) Lease liabilities (63 ) Currency translation differences reserve 230 The following information presents the major classes of line items constituting the pre-tax loss from the discontinued operation in the consolidated statements of comprehensive loss: Year ended December 31, 2023 2022 2021 Research and development, net 1,219 5,005 17,242 Marketing 9 100 61 General and administrative 258 1,002 742 Impairment loss - 1,210 - Operating loss 1,486 7,317 18,045 Financial expenses 9 9 12 Net loss from discontinued operations 1,495 7,326 18,057 Loss from disposal of assets and liabilities (408 ) - - Other comprehensive income 230 - - Total loss attributed to the discontinued operation 1,317 7,326 18,057 The following information presents cash flow attributable to the discontinued operation: Year ended December 31, 2023 2022 2021 Cash flow from discontinued operation Net cash used in operating activities (895 ) (3,286 ) (2,752 ) Net cash used in investing activities (8 ) (1,991 ) (8,109 ) Effect of exchange differences on cash and cash equivalents (33 ) (37 ) (38 ) Net cash used in discontinued operation (936 ) (5,314 ) (10,899 ) Net cash used in investing activities for the year ended December 31, 2023 does not include the cash and cash equivalent within the disposal group. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, 2023 2022 Institutions 37 247 Prepaid expenses 330 438 367 685 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
Discontinued operation depreciation expense related to property and equipment, net for the year ended December 2023 | NOTE 5 – PROPERTY AND EQUIPMENT, NET The composition of property and equipment, net is as follows: December 31, 2023 2022 Cost: Computers 228 304 Laboratory equipment 1,764 4,315 Machinery and equipment 477 360 Office Equipment 272 296 Leasehold Improvements 627 708 3,368 5,983 Less – accumulated depreciation (1,024 ) (1,276 ) Less – impairment - (1,210 ) 2,344 3,497 The depreciation expense related to property and equipment, net for the years ended December 2023, 2022, 2021 was included in the Company’s consolidated statements of comprehensive loss, excluding discontinued operation in the amount of USD 51 thousand, USD 453 thousand and USD 195 thousand, respectively. Year ended December 31, 2023 2022 2021 Research and development, net 299 297 119 Marketing 23 26 17 General and administrative 130 61 49 452 384 185 |
Acount Payables and Accruals
Acount Payables and Accruals | 12 Months Ended |
Dec. 31, 2023 | |
Account Payables and Accruals [Abstract] | |
ACOUNT PAYABLES AND ACCRUALS | NOTE 6 – ACOUNT PAYABLES AND ACCRUALS December 31, 2023 2022 Accrued expenses 532 604 Employee benefits 1,241 1,175 Subsidiary government grant advances - 314 Other 10 11 1,783 2,104 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 7 – LEASES The main operating lease expenses include lease of office space and laboratory facilities. The Company’s leases have original lease periods expiring up to 2030. The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. The Company determines if an arrangement is or contains a lease at contract inception and recognizes a right of use asset and a lease liability at the lease commencement date. As of December 31, 2023, the Company has no financing leases. The information presented within this note excludes discontinued operations. Refer to Note 3, “Discontinued Operations” for further discussion regarding discontinued operations. The components of lease expense were as follows for the periods presented (in thousands): Year ended December 31, 2023 2022 2021 Operating lease cost 580 586 215 Short-term lease cost - 20 - Variable lease cost 52 26 4 Total lease cost 632 632 219 The weighted-average remaining lease term and discount rate related to operating leases were as follows: December 31, 2023 2022 Weighted average remaining lease term 7 8 Weighted average discount rate 8.767 % 8.767 % Cash payments related to operating lease liabilities for the years ended December 31, 2023, 2022, and 2021, were USD 620 thousand, USD 604 thousand and USD 228 thousand, respectively. The maturities of the Company’s operating lease liabilities were as follows (in thousand): Fiscal years ending December 31, December 31, 2024 575 2025 575 2026 595 2027 597 2028 597 Thereafter 646 Total undiscounted lease payments 3,585 Less imputed interest (774 ) Total lease liabilities 2,811 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurement [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 8 – FAIR VALUE MEASUREMENT The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: Year ended December 31, 2023 Fair value measurements using input type Fair Value Level 1 Level 2 Level 3 Financial Assets: Marketable securities with related party 351 351 - - Year ended December 31, 2022 Fair value measurements using input type Fair Value Level 1 Level 2 Level 3 Financial Assets: Other investment 1,292 - - 1,292 Financial Liabilities: Warrant liability 4 - - 4 1,296 - - 1,296 During the years ended December 31, 2023, and 2022, the Company had no transfers in or out of Level 3 of the fair value hierarchy of its assets measured at fair value. Marketable securities with related party On April 3, 2023, the Company announced its participation in an investment round in Wilk Technologies Ltd. (TASE: WILK), a related party, alongside leading players in the food industry, such as Danone and the Central Bottling Co. Ltd. (owner of Tara, Coca Cola Israel and more). As part of the investment, the Company purchased ordinary shares of Wilk in the amount of USD 435 thousand at a 15% discount to its 45-day average closing price, giving the Company a 2.5% investment in Wilk. Yaron Kaiser Chairman of the board of directors of the Company, then served as chairman of the board of directors of Wilk. Additionally, Arik Kaufman, the Chief Executive Officer of the Company, then served as a director at Wilk. For these reasons, this investment was classified as a related party transaction. The Company re-measured the asset using a Level 1 fair value measurement, as its prices are quoted in an active market. Other investment The Company entered into a separation agreement with Therapin on May 26, 2020, whereby it canceled its previous investment agreement with Therapin and replaced it with a debt arrangement (the “Loan”). Therapin committed to pay the Company NIS 40 thousand (approximately USD 11 thousand) per month for 119 months for a total consideration of NIS 4,800 thousand (approximately USD 1,400 thousand) plus NIS 2,450 thousand (approximately USD 700 thousand) to be paid upon an exit event. If Therapin were to complete an exit event during the payment period, the Company would have the option to receive shares or payment in cash for the remaining balance. If Therapin were to generate a distributable surplus or distributes a dividend, the Company would receive a portion of it as repayment. The separation agreement with Therapin is considered a “remeasurement event” according to ASC 825 provision. Therefore, the Company qualifies, and has elected, to account for the separation agreement with Therapin under the fair value option. The Company re-measured the asset using a Level 3 fair value measurement. The fair value was assessed by capitalization of future cash flows (proceeds) at interest rates that reflect the level of risk (based on the duration of the debt) of these proceeds and were classified as Level 3 in the fair value hierarchy. As of December 31, 2022 the Loan had 90 monthly instalments remaining to be paid. The discount rate related to the Loan valuation was 11.84%. As of December 31, 2022, the difference between the aggregate fair value and the aggregate unpaid principal balance was USD 425 thousand (NIS 1,495 thousand). During the year ended December 31, 2023, Therapin experienced delays in payments to the Company, which received only USD 88 thousand. Due to Therapin’s financial difficulties, and the current market conditions in the cannabis sector in which Therapin operates, in November 2023, Therapin filed for a stay of proceeding in the District Court in Nazareth. Therefore, the Company assesses no further payments will be received and revaluated the investment to USD 0. For the year ended December 31, 2023, the Company recorded a re-valuation financing expense in the amount of USD 1,148 thousand and for the years ended December 31, 2022 and December 31, 2021 the Company recorded a re-valuation financing income in the amount of USD 99 thousand and USD 193 thousand, respectively. Warrant liability During 2020 and in early 2021, the Company entered into several investment agreements, according to which the Company issued warrants exercisable into a total of 26,639,573 and 1,925,000 ordinary shares, respectively. The warrants are accounted for as warrant liabilities as the exercise prices of the warrants are denominated in Israeli Shekels (ILS), which differs from the Company’s functional currency. The warrants liability’s fair value was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy using the Black and Scholes pricing model. The warrants expired by December 31, 2023. The fair value of the warrant liability was estimated with the following significant unobservable inputs: June 30 December 31, 2023 2022 Stock price $ 0.31 $ 0.36 Exercise price 1.10 0.84-1.67 Expected term (in years) (1) 0.10 0.38-0.59 Volatility (2) 125.64 % 113.03%-117.97 % Dividend rate (3) 0 % 0 % Risk-free interest rate (4) 4.64 % 3.52%-3.58 % (1) The expected term assumes that the option is held until expiration. (2) The annual expected volatility applied determined on the basis of share price volatility in similar companies. (3) Dividend distribution is not expected during the remaining contractual term of the outstanding stock options. (4) Risk-free interest rate based on US bonds, with time to maturity equal to the useful life of the options. Derivative liability – Ratchet The investment agreements signed in 2020 and 2021 included Company’s share purchase agreements by and among several investors. According to the agreements, the Company issued 17,874,121 ordinary shares at a fixed price per share (‘PPS’). The agreements include a ratchet mechanism (the “Ratchet”), according to which, in the event that within a period of three years commencing on the issuance date the Company shall allocate additional shares at a price per share which is lower than the PPS, the investor shall be entitled to receive additional ordinary shares, the number of which shall be calculated using the PPS and the price per share under such event. The Ratchet will be canceled at the earlier of (1) Company’s Nasdaq listing, or (2) 24 months after commencement date. The Ratchet was determined to be a freestanding financial instrument that was classified as a liability. In accordance with the agreements, the Ratchet expired upon the Company’s Nasdaq listing in 2021. The Ratchet liability was recorded at fair value with subsequent changes in fair value recorded in earnings. The fair value of the Ratchet was estimated by third party appraiser using the Monte-Carlo pricing model compute the fair value of the derivative and to mark to market the fair value of the derivative, which represents a Level 3 measurement within the fair value hierarchy. In 2021, the impact on the consolidated comprehensive loss was USD 316 thousand. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingent Liabilities [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 9 – COMMITMENTS AND CONTINGENT LIABILITIES From time to time, the Company may be involved in claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. The Company is not currently involved in any legal proceedings that could reasonably be expected to have a material adverse effect on its business, prospects, financial condition or results of operations. Ophectra a. In November 2020, the Israeli Securities Authority, or ISA, initiated an administrative proceeding claiming negligent misstatement regarding certain immediate and periodic reports published by the Company’s predecessor (Ophectra) during the years 2017 and 2018, prior to the merger with MeaTech and prior to establishment of the settlement fund in connection with the Merger. In February 2021, the trustee of the settlement fund informed the Company that the ISA views the Company as a party to this proceeding, notwithstanding the settlement and establishment of the settlement fund. This proceeding is of an administrative nature and carries a potential penalty in the form of a monetary fine which, under applicable Israeli law, could be as high as NIS 5,000 thousand. In April 2021, following negotiations with the ISA, the Company agreed to settle the matter for USD 200 thousand (NIS 700 thousand), for which the Company recorded a loss contingency. The settlement is subject to approval of the ISA’s Enforcement Committee. As similar proceedings with several other companies found the companies not liable, the Company has initiated procedures to obtain a similar finding with respect to the Company, notwithstanding the settlement, however due to lack of certainty with the regard to the outcome of these procedures, the Company has retained the aforementioned provision. b. In February 2021, a civil claim was lodged against the settlement fund, relating to Ophectra’s activities prior to establishment of the settlement fund, in an amount of, approximately USD 700 thousand (NIS 2,695 thousand). The Company believes that it is probable that no final ruling will be decided against the settlement fund. As of the date of the Financial Statements, an evidentiary hearing has been set for March 2025. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 10 - SHAREHOLDERS’ EQUITY (1) The holders of ordinary share have the right to one vote for each ordinary share held of record by such holder with respect to all matters on which shareholders are entitled to vote, to receive dividends as they may be declared at the discretion of the Company’s Board of Directors and to participate in the balance of the Company’s assets remaining after liquidation, dissolution or winding up, ratably in proportion to the number of ordinary shares held by them. Except for contractual rights of certain investors, shareholders have no pre-emptive or similar rights and are not subject to redemption rights and carry no subscription or conversion rights. (2) On March 12, 2021, the Company completed its Initial Public Offering (IPO) on the Nasdaq of 272,127 ADSs, each representing hundred (100) ordinary shares of the Company, at an offering price of USD 103.0 per ADS, resulting in gross proceeds of approximately USD 28,000 thousand and net proceeds of approximately USD 24,700 thousand. Additionally, the vesting of 1,374,998 investor share rights was triggered by the IPO, and these shares were issued in return for approximately USD 1,250 thousand following the IPO. As part of the IPO, options and rights previously held by the Company’s founders Investors were issued to 6,359,480 shares. (3) As part of the acquisition of Peace of Meat, during 2022 and 2021 the Company issued 846,000 ordinary shares and 5,923,000 ordinary shares, respectively to the Peace of Meat shareholders. (4) On July 5, 2022, the Company consummated a securities purchase agreement with a single U.S. institutional investor for the purchase and sale of 60,000 ADSs, each representing hundred (100) ordinary shares of no par value, at a price of USD 35 per ADS, pre-funded warrants to purchase 125,714 ADSs at a price of USD 34.999 (that was already paid) with an exercise price of USD 0.001 per ADS to be paid once exercised, classified as equity, and warrants to purchase 185,714 ADSs for five years with an exercise price of USD 35.0 per ADS, classified as equity. The securities were offered in the framework of a registered direct offering. The gross proceeds were approximately USD 6,500 thousand, and the net proceeds were approximately USD 5,800 thousand. Issuance costs were recognized as a reduction to equity. All pre-funded warrants were exercised through December 31, 2022. (5) On January 9, 2023, the Company consummated an underwritten public offering of 155,000 ADSs each representing hundred (100) ordinary shares, no par value, at a price of USD 10 per ADS, pre-funded warrants, classified in equity, to purchase 495,000 ADSs at a purchase price of USD 9.999 per warrant and an exercise price of USD 0.001 per ADS, and ADS warrants, classified in equity, to purchase 650,000 ADSs, exercisable immediately for a period of five years, with an exercise price of USD 10 per ADS, for total immediate gross proceeds of approximately USD 6,500 thousand. As part of the offering, the Company issued Underwriter Warrants, classified as equity, to purchase 16,250 ADSs each representing hundred (100) ordinary shares, no par value, the Underwriter’s Warrants are exercisable beginning six months from the effective date of the offering, from time to time, in whole or in part, for a period of five years, with an exercise price of USD 10 per ADS with an aggregated fair value of USD 131 thousand that were allocated to premium on shares. In addition, the underwriters were granted with an option exercisable within 45 days from January 9, 2023 to purchase up to 97,500 additional ADSs and Warrants to purchase 97,500 additional ADSs, from the Company at the public offering price, less the underwriting discounts and commissions. This option was not exercised by the underwriters. Underwriting discounts and other offering expenses totaled approximately USD 700 thousand. Following the public offering the Company entered into a warrant amendment (the “Amendment”) according to which the exercise price of the warrants to purchase 185,714 ADSs was reduced from USD 35 to USD 10 and the termination date was extended for approximately six months. The Amendment was accounted for as a modification of a freestanding equity-classified warrant that remains equity classified after the modification, according to ASU 2021-04. The effect of the modification was recognized as an equity. All pre-funded warrants were exercised through December 31, 2023. (6) On July 27, 2023, the Company consummated a securities purchase agreement with a single U.S. institutional investor for the purchase and sale of: (i) 109,500 ADSs, at an offering price of USD 10 The table below summarizes the outstanding ADS warrants as of December 31, 2023: Warrants Exercise Expiration Pre-funded warrants 231,900 0.01 - ADS warrants 1,493,964 10.0-11.0 3.5-5 Total outstanding 1,725,864 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Stock-Based Compensation [Abstarct] | |
STOCK-BASED COMPENSATION | NOTE 11 – SHARE-BASED COMPENSATION The Company has adopted share-based compensation plan, the 2022 Share Incentive Plan (the Plan), from which share-based compensation awards can be granted to employees, directors and consultants. As of December 31, 2023, there were 2,306,600 ordinary shares authorized for issuance under the Plan. The Company has issued stock option and Restricted share units (RSU) awards to management, other key employees, consultants, and executive directors. These awards generally vest ratably over a three-year period and the option awards expire after a term of four years from the date of grant. The Company’s option and RSUs awards have vesting conditions based on services period, and performance share units (PSUs) have vesting conditions based on achievement of pre-determined performance conditions. New allotments during the year ended December 31, 2023 that remain outstanding, all of which are non-tradable and physically-settled, are set out below: Date of grant Eligible Terms of No. of Vesting Conditions March 30, 2023 Chairman of the Board Restricted share units (1) 1,340 12 quarterly tranches March 30, 2023 Chairman of the Board Performance share units (1) 1,340 Vesting upon achievement of performance conditions April 20, 2023 Chief Executive Officer Restricted share units (2) 1,910 12 quarterly tranches April 20, 2023 Chief Executive Officer Performance share units (2) 1,910 Vesting upon achievement of performance conditions June 25, 2023 Company Employees Restricted Share Units (3) 11,217 12 quarterly tranches August 30, 2023 Company Employees Restricted Share Units (3) 190 12 quarterly tranches October 12, 2023 Directors Restricted Share Units (4) 3,831 12 quarterly tranches November 22, 2023 Company Employees Restricted Share Units (3) 862 12 quarterly tranches Total securities exercisable into shares 22,600 (1) On March 30, 2023, the Chairman of the Board, who had waived unvested, out-of-the-money options, was granted restricted share units. The incremental fair value of the grant was calculated as the difference between the fair value of the restricted share units and the net fair value of out-of-the-money options that the Chairman of the Board had waived. The incremental fair value of this grant, amounting to USD 87 thousand, is recognized over the course of 12 quarterly installments. The Chairman was also granted performance share units, which will vest in full upon the achievement of one of the following milestones: (i) engagement with a strategic partner/investor/corporation operating in the field of food, healthcare, pharmaceuticals, or printing for an investment in the company or its subsidiaries, in cash in an amount of not less than USD 500 thousand; (ii) submission of a regulatory approval to the U.S. FDA, Singapore Food Agency or European Food Safety Authority, for the commercial sale or distribution of Company’s products; or (iii) engagement with a strategic partner/corporation operating in the field of food, healthcare, pharmaceuticals or printing in a joint development agreement to collaborate to develop technology or products for the purpose of later commercialization. As of December 31, 2023, the Company’s management assessed the completion percentage of a milestone, leading to the recognition of share-based payment expenses amounting to USD 61 thousand. (2) On April 20, 2023, the Chief Executive Officer, who had waived unvested, out-of-the-money options, was granted restricted share units. The incremental fair value of the grant was calculated as the difference between the fair value of the restricted share units and the net fair value of out-of-the-money options that the Chief Executive Officer had waived. The incremental fair value of this grant, amounting to USD 134 thousand, is recognized over the course of 12 quarterly installments. The Chief Executive Officer was also granted performance share units, which will vest in full upon the achievement of one of the aforementioned milestones. As of December 31, 2023, the Company’s management assessed the completion percentage of a milestone, leading to the recognition of share-based payment expenses amounting to USD 87 thousand. (3) On June 25, 2023, Company employees were granted restricted share units. The incremental fair value of the grant was calculated as the difference between the fair value of the restricted share units and the net fair value of unvested out-of-the-money options that employees had separately waived. This incremental fair value, in the amount of USD 820 thousand, will be recognized over the course of 12 quarterly installments. During 2023, the Company issued restricted share units to its new employees, with a fair value of USD 164 thousand. The assumption for estimate the incremental fair value are detailed in table below. (4) In August 2023, members of the Company’s Board of Directors were granted restricted share units. The incremental fair value of the grant was calculated as the difference between the fair value of the restricted share units and the net fair value of unvested out-of-the-money options that employees had separately waived. This incremental fair value, in the amount of USD 389 thousand, will be recognized over the course of 12 quarterly installments. The assumption for estimate the incremental fair value are detailed in table below. The fair value at the dates the options were awarded was estimated using a binomial option pricing model. The fair value of the Company’s stock options granted to employees and directors for the years ended December 31, 2023, 2022 and 2021 was estimated using the following assumptions: 2023 2022 2021 Expected volatility 97.57%-119.85 % 91.25%-100.74 % 73.84%-93.1 % Risk free interest rate 3.78%-4.92 % 2.03%-4.04 % 0.23%-1.97 % Expected dividend 0 % 0 % 0 % Expected term (in years) 1.5-2 years 2-2.8 years 4-10 years The Expected Volatility was determined on the basis of a weighted average share price volatility of the company, as well as similar companies, for a period equal to the expected terms of the share options The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The estimated exercise coefficient for executive and non-executive is approximately 2.8 and 2, respectively. Share price was determined according to quoted share prices on Nasdaq. Transactions related to the grant of options to employees, directors and non-employees under the Company’s options plan during the year ended December 31, 2023 were as follows: Number of options Weighted average exercise price (USD) Weighted average remaining contractual term (in years) Aggregate Intrinsic Value (USD) Outstanding at January 1, 2023 19,046,329 0.28 4.89 - Granted - - - - Exercised - - - - Cancelled (4,132,233 ) 0.10 0.55 - Forfeited (1,299,583 ) 0.71 2.20 - Expired (3,640,418 ) 0.97 - - Outstanding at December 31, 2023 9,974,095 0.05 6.41 - Vested and expected to vest at end of period 9,974,095 0.05 6.41 - Exercisable at December 31, 2023 7,805,505 0.53 4.9 - The weighted-average grant-date fair value of RSUs and options granted during the years 2023, 2022 and 2021 was 0.08, 0.24 and 0.48, respectively. The total intrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021, was USD 0, USD 246 thousand and USD 1,505 thousand, respectively. Transactions related to restricted share units (RSUs) during the year ended December 31, 2023 were as follows: Number of RSU Weighted average grant date fair value (USD) Outstanding at January 1, 2023 986,533 0.69 Granted 22,600,120 0.08 Vested (3,462,487 ) 0.16 Cancelled (90,853 ) 0.68 Forfeited (1,904,663 ) 0.08 Outstanding at December 31, 2023 18,128,650 0.08 The total intrinsic value of vested RSU’s during the years ended December 31, 2023, 2022 and 2021, was USD 271 thousand, USD 120 thousand and USD 0, respectively. As of December 31, 2023, the total compensation cost related to non-vested awards not yet recognized was approximately USD 1,228 thousand, which is expected to be recognized over a period of up to three years. Besides incentive options and RSUs, as of the December 31, 2023 the Company has issued securities exercisable into 35,595,831 ordinary shares to investors, former shareholders of Peace of Meat and former Ophectra Real Estate and Investments Ltd. employees prior to the reverse merger, including investor warrants exercisable into 35,395,831 ordinary shares with exercise prices between USD 0.35 and USD 1.71 and prior Ophectra Real Estate and Investments Ltd. employees options exercisable into 200,000 ordinary shares with exercise price of USD 0.49. The total equity-based compensation expense related to all of the Company’s equity-based awards recognized for the years ended December 31, 2023, 2022 and 2021 was comprised as follows: Year ended December 31, 2023 2022 2021 Research and development, net 476 627 925 Marketing 832 2,291 704 General and administrative 551 438 2,170 Total share-based compensation expenses 1,859 3,356 3,799 |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Basic and Diluted Net Loss Per Common Stock [Abstract] | |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | NOTE 12 – BASIC AND DILUTED NET LOSS PER ORDINARY SHARE A reconciliation of net loss available to ordinary shareholders and the number of shares in the calculation of basic and diluted loss per share is as follows (in thousands, except share and per share amounts): Year ended December 31, 2023 2022 2021 Net loss from continuing operations attributable to ordinary shareholders (15,547 ) (14,533 ) (3,861 ) Net loss from discontinued operations (1,317 ) (7,326 ) (18,057 ) Weighted-average shares used in computing net loss per share, basic and diluted 236,645,676 135,900,869 115,954,501 Net loss per share from continuing operations, basic and diluted (0.07 ) (0.11 ) (0.03 ) Net income (loss) per share from discontinued operations, basic and diluted (0.01 ) (0.05 ) (0.16 ) In computing diluted loss per share for the years ended December 31, 2023, 2022 and 2021, no account was taken of the potential dilution that could occur upon the exercise of warrants, options granted under employee stock compensation plans, and contingently issuable shares, amounting to 177,699,182, 55,632,713 and 41,902,044 shares outstanding, as of December 31, 2023, 2022 and 2021, respectively since they had an anti-dilutive effect on net loss per share. |
Related Party Balances and Tran
Related Party Balances and Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Balances and Transactions [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | NOTE 13 – RELATED PARTY BALANCES AND TRANSACTIONS The directors of the Company are entitled to a service fee and share-based compensation (and in the case of the Chairman of the Board, domestic travel expenses and an annual performance-based bonus). In the years ended December 31, 2023, 2022 and 2021, the Company incurred net expenses of USD 852 thousand, USD 720 thousand and USD 799 thousand, respectively in the consolidated statement of comprehensive loss. Mr. Kaufman, the Chief Executive Officer of the Company, and Yaron Kaiser, the Chairman of the Board of Director of the Company, are also founders of BlueOcean Sustainability Fund, LLC, known as BlueSoundWaves, which provide to the Company marketing, consulting, and investor engagement services in the U.S., in exchange for warrants to purchase ordinary shares and restricted share units, which are recognized as share-based payments expenses. BlueSoundWaves is led by prominent investment community personalities Ashton Kutcher, Guy Oseary, and Effie Epstein. In the years ended December 31, 2023, 2022 and 2021, the Company incurred net expenses of USD 745 thousand, USD 2,210 thousand and USD 590 thousand, respectively in marketing expense with this related party. In addition, the Company has invested in equity securities of a related party in 2023, see Note 8 and share based compensation, see Note 11. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Income tax | NOTE 14 – INCOME TAX A. The components of the net profit (loss) before the provision for income taxes from continuing operation were as follows: Years ended December 31, 2023 2022 2021 Israel (15,492 ) (13,658 ) (4,092 ) Foreign (55 ) (875 ) 231 Total (15,547 ) (14,533 ) (3,861 ) B. The provision for income taxes was as follows: Years ended December 31, 2023 2022 2021 Current: Israel - - - Foreign - - - Total current income tax expense (benefit) - - - Deferred: Israel - - - Foreign - - - Total deferred income tax expense (benefit) - - - Total provision for income taxes - - - C. Reconciliation of the theoretical tax expenses A reconciliation of the Company’s theoretical income tax expense at the Israeli statutory rate of 23% to actual income tax expense is as follows: Years ended December 31, 2023 2022 2021 Theoretical income tax benefit (3,576 ) (3,343 ) (888 ) Foreign tax rate differentials (2 ) (16 ) 5 Reduced tax rate for preferred enterprises - - - Non-deductible expenses 195 613 465 Change in valuation allowance 3,417 1,507 1,074 Foreign exchange impact (34 ) 1,239 (656 ) Total - - - The Company’s subsidiaries corporate tax rate is limited to 25% in respect of Belgian operations. D. Deferred tax assets and liabilities Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities including the discontinued operation: Years ended December 31, 2023 2022 2021 Deferred tax assets: Net operating loss carryforwards 7,468 4,158 2,675 Research and development expenses 467 812 924 Accruals and reserves 120 138 139 Shared-based compensations 1,821 1,554 1,524 Financial income 684 793 1 Fixed asset 10 7 8 Gross deferred tax assets 10,570 7,462 5,271 Valuation allowance (7,850 ) (4,433 ) (2,926 ) Total deferred tax assets 2,720 3,029 2,345 Deferred tax liabilities: Leases (1 ) (31 ) (2 ) Financial instruments (2,534 ) (2,797 ) (2,222 ) Intercompany interest - - (46 ) Financial expenses - (16 ) - Other (185 ) (185 ) (75 ) Gross deferred tax liabilities (2,720 ) (3,029 ) (2,345 ) Deferred tax assets (liabilities), net - - - A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. The Company has established a valuation allowance to offset the deferred tax assets at December 31, 2023, 2022 and 2021 due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. The Company’s roll forward of the valuation allowance is as follows: Balance at the Additions Balance at the Valuation allowance on deferred tax assets: Fiscal year ended December 31, 2021 (1,852 ) (1,074 ) (2,926 ) Fiscal year ended December 31, 2022 (2,926 ) (1,507 ) (4,433 ) Fiscal year ended December 31, 2023 (4,433 ) (3,417 ) (7,850 ) As of December 31, 2023, 2022 and 2021, the Company recorded a deferred tax asset in the amount of USD 6,284 thousand, USD 5,846 thousand, and USD 4,835 thousand, respectively, in respect of its discontinued operations. The deferred tax asset is fully offset by a valuation allowance. E. As of December 31, 2023, undistributed earnings held by the Company’s foreign subsidiaries are designated as indefinitely reinvested. The Company did not recognize deferred taxes liabilities on undistributed earnings of its foreign subsidiaries, as the Company intends to indefinitely reinvest those earnings. Determination of the amount of unrecognized deferred tax liability on unremitted earnings is not practicable. F. As of December 31, 2023 and 2022, the Company had approximately USD 7,324 thousand and USD 4,161 thousand in net operating loss carryforwards in Israel that can be carried forward indefinitely. G. The Company is not currently subject to any tax assessments in any tax jurisdictions. The Company has final assessments through 2017. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2023 | |
Geographic Information [Abstract] | |
GEOGRAPHIC INFORMATION | NOTE 15 – GEOGRAPHIC INFORMATION Property and equipment, net by geographic area consisted of the following: December 31, 2023 2022 Israel 2,344 2,500 Belgium - 997 Total property and equipment, net 2,344 3,497 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS a. On January 24, 2024, the Company entered into an inducement offer letter agreement with a certain holder, of existing warrants to exercise these warrants and purchase (i) 6,000,000 ADSs issued in July 2023 at an exercise price of USD 1.10 per ADS, (ii) 6,500,000 ADSs issued in January 2023 at an exercise price of USD 1.00 per ADS and (iii) 1,857,143 ADSs issued in July 2022 at an exercise price of USD 1.00 per ADS (all herein “the Exercised Warrants”). Pursuant to the letter agreement, the holder agreed to exercise for cash its Exercised Warrants to purchase an aggregate of 14,357,143 ADSs at a reduced exercise price of USD 0.46 per ADS in consideration of New Warrants to purchase up to an aggregate of 28,714,286 ADSs at an exercise price of USD 0.485 per ADS that have a term of exercise of between three and half years with respect to 12,000,000 New Warrants and five years with respect to 16,714,286 New Warrants. b. On April 4, 2024, the Company effected an adjustment to the ratio of ordinary shares to American Depositary Shares (“ADS”) at a ratio of 10:1, such that after the ratio adjustment was effected, every 10 ADSs were consolidated into 1 ADS and each ADS now represents one hundred (100) ordinary shares instead of ten (10) ordinary shares prior to the ratio adjustment. All share and per share amounts, and exercise prices of stock options, warrants, and pre-funded warrants, if applicable, in the consolidated financial statements and notes thereto have been adjusted for all periods presented to give effect to this adjustment to the ratio of ordinary shares to ADS. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of preparation | A. Basis The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Use of Estimates | B. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The accounting and measurement estimates that require management’s subjective judgments include, but are not limited to, those related to share-based compensation, and fair value measurement of financial instrument at each balance sheet date. The Company evaluates its estimates and judgments on an ongoing basis and revises them when necessary. Actual results may differ from the original or revised estimates. |
Principles of consolidation | C. Principles The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. |
Foreign currency translation and transactions | D. Foreign currency The Company’s management believes that the United States dollar (“USD”) is the currency that represents the primary economic environment in which the Company and its Israeli subsidiary operate and is therefore the functional currency of their operations. Thus, the functional and reporting currency of the Company is the U.S. dollar. The functional currencies of the Company’s subsidiaries are their local currencies. The financial statements of the Company’s subsidiaries have been translated into United States dollars. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the reporting period. Income statement accounts are translated at average rates for the reporting period. Gains and losses from translation of foreign denominated transactions into USD are included in current results of operations. Gains and losses resulting from foreign currency transactions are also included in current results of operations. The effects of translating the assets, liabilities and income of the Company’s subsidiaries with functional currencies other than the USD are included in the Company’s consolidated statements of comprehensive loss. |
Discontinued Operation | E. Discontinued operation In 2023, the Company’s subsidiary, Peace of Meat BV (hereinafter – Peace of Meat, or POM), entered into bankruptcy proceedings and was appointed a liquidator following cessation of funding by the Company. Peace of Meat met the definition of a discontinued operation as of March 31, 2023. Pursuant to the guidance of ASC 205-20 Presentation of Financial Statements – Discontinued Operations, the net expenses of the subsidiary have been included in “Net loss from discontinued operations” in the Company’s consolidated statements of comprehensive loss. See also Note 3. |
Cash and cash equivalents | F. Cash and cash Cash and cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. |
Restricted deposit | G. Restricted deposit Restricted deposits are deposits with maturities of 12 months and are used as security for the rental of premises and for the Company’s credit cards. As of December 31, 2023, and 2022, the Company’s bank deposits were denominated in New Israeli Shekels (“NIS”) and bore interest at weighted average interest rates of 4.16%. |
Concentrations of credit risk | H. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted deposits, other investment and marketable securities. For cash and cash equivalents and restricted deposits, the Company is exposed to credit risk in the event of default by the financial institutions to the extent of the amounts recorded on the consolidated balance sheets exceed government-insured limits. The Company maintains its cash and cash equivalents and restricted deposits with financial institutions that management believes is of high credit quality and has not experienced any losses on these accounts. For other investment, the Company is exposed to credit risk in the event of default by Therapin due to Therapin’s financial difficulties. Additionally, the Company’s management anticipates that in the event of a bankruptcy of Therapin, which constitutes an acceleration event of the repayment of the loan granted to Therapin, there will be insufficient funds to repay the loan to the Company. In the year ended December 31, 2023, Therapin filed for a stay of proceedings to the District Court in Nazareth. Therefore, the Company assesses no further payments will be received and revaluated the investment to USD 0 (see also Note 8). |
Property and Equipment | I. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and impairment. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: Estimated Computers 3 years Laboratory equipment 5-7 years Machinery and equipment 6-10 years Office Equipment 14 years Leasehold Improvements 2-8 years Depreciation begins at the time the asset is placed in service. Maintenance and repairs are charged to expense as incurred while significant renewals and improvements are capitalized. Upon retirement or sale, the cost of the disposed asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of comprehensive loss. The carrying amounts of property and equipment are reviewed for impairment in accordance with ASC Topic 360, Property, Plant and Equipment (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The determination of whether any impairment exists includes a comparison of estimated undiscounted future cash flows anticipated to be generated over the remaining life of an asset or asset group to their net carrying amount. If such assets are considered to be impaired, the impairment loss to be recognized is measured by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. There were no impairment losses during financial years 2021 and 2023. For the year ended on December 31, 2022, the Company recorded an impairment loss of USD 1,210 thousand (see also Note 3). |
Segment reporting | J. Segment reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the enterprise’s chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company evaluated segment reporting in accordance with Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting |
Foreign government grants | K. Foreign government grants U.S. GAAP does not contain authoritative accounting standards for incentives and grants provided by governmental entities to a for-profit entity. The Company determined it most appropriate to account for government grants by analogy to International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance. Under the provisions of IAS 20, a government grant is recognized when there is reasonable assurance that the Company will meet the terms for receiving and realizing the benefit of the grant. Government grants are recognized as accounts payable upon receipt. Subsequently, they are recognized as a deduction from research and development expenses on a systematic basis over the periods during which the Company incurs costs for which the grant is intended to compensate. |
Leases | L. Leases The Company accounts for its leases in accordance with ASC Topic 842, Leases (“ASC 842”). The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term; the lease contains an option to purchase the asset that is reasonably certain to be exercised; the lease term is for a major part of the remaining useful life of the asset; the present value of the lease payments equals or exceeds substantially all of the fair value of the asset; or the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of lease term. A lease is classified as an operating lease if it does not meet any one of these criteria. During the periods presented, most of the Company’s leases are accounted for as operating leases. The Company’s lease agreements may include lease and non-lease components, such as services or maintenance, which are combined and accounted for as a single lease component. Certain lease agreements contain variable payments, including payments based on a Consumer Price Index (“CPI”). Variable lease payments based on a CPI are initially measured using the index in effect at lease commencement, and will not be subsequently adjusted, unless the liability is reassessed for other reasons. Subsequent increases in the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments is incurred. Right of use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date, based on the present value of lease payments over the lease term. As the Company cannot readily determine the rate implicit in the lease, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU assets also include any prepaid lease payments and lease incentives. The Company’s lease terms may include options to extend or terminate the lease. These options are included in the lease terms when it is reasonably certain they will be exercised. Leases with expected terms of 12 months or less are not recorded on the consolidated balance sheets. The carrying amounts of ROU assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. There were no impairment charges during any of the periods presented. Leases are presented in the Company’s consolidated balance sheets in long-term assets, and current and non-current liabilities. Operating lease expenses (excluding variable lease payments) are recognized in the consolidated statements of comprehensive loss on a straight-line basis over the lease term. Financing lease expenses include amortization expenses of the finance lease ROU asset on a straight-line basis over the shorter of its useful life or lease term, and interest expenses for finance lease liabilities based on the incremental borrowing rate. |
Fair value measurement | M. Fair value measurement The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), that defines fair value and establishes a framework for measuring and disclosing fair value. The Company measures certain financial assets and liabilities at fair value based on applicable accounting guidance using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value. Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying value of cash and cash equivalents, restricted deposits, prepaid expenses and other current assets, accounts payables and accruals and trade and other payables approximate their fair values due to the short-term maturities of such instruments. The Company’s warrants liability, share-based compensation and derivative liability were measured at fair value using Level 3 unobservable inputs. |
Marketable securities and other investments | N. Marketable securities and other investments Marketable securities consist of investments in equity securities with readily determinable fair values. The Company accounts for investments in marketable equity securities in accordance with ASC Topic 321, Investments - Equity Securities (“ASC 321”). These investments are measured at fair value using a Level 1 fair value measurement, with realized and unrealized gains and losses reported in financial income (expenses), net in the consolidated statements of comprehensive loss. For other investments, the Company accounts for investments in fixed maturity securities as trading at acquisition, based on intent or via the election of the fair value option in accordance with ASC Topic 320, Investments - Debt Securities (“ASC 320”). The investment is carried at fair value using a Level 3 fair value measurement, with realized and unrealized gains and losses reported in financial income (expenses), net in the consolidated statements of comprehensive loss (for the investment in the separation agreement with Therapin see also Note 8). The Company considers credit-related impairments to be changes in value that are driven by a change in the debtor’s ability to meet its payment obligations and records an allowance and recognizes a corresponding loss in financial income (expenses), net when the impairment is incurred. During the year ended December 31, 2023, a credit impairment loss was recognized for an amount of USD 1,148 thousand. During the years ended December 31, 2022 and 2021, no credit loss impairments were recognized. The Company classifies its other investments as either short-term or long-term based on each instrument’s underlying contractual maturity date as well as the intended time of realization. Other investments with maturities of 12 months or less are classified as short-term, and other investments with maturities greater than 12 months are classified as long-term. |
Warrants | O. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, and meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. Warrants that meet all the criteria for equity classification are recorded within additional paid-in capital. Warrants that do not meet all the criteria for equity classification, are recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. The Company accounts for warrant liabilities by measuring the fair value at inception and subsequently remeasures on a recurring basis, with changes in fair value recognized in financial income (expenses), within the Company’s consolidated statements of comprehensive loss. The Company utilized a Black-Scholes option pricing model to estimate the fair value of the warrant liabilities, which utilizes certain unobservable inputs and is therefore considered a Level 3 fair value measurement. Certain inputs used in the Black-Scholes pricing model may fluctuate in future periods based upon factors that are outside of the Company’s control, including a potential change in control outside of the Company’s control. The inputs utilized to value the warrant liabilities are highly subjective. The assumptions used in calculating the fair value of the warrant liabilities represent the best estimates, but these estimates involve inherent uncertainties and application of management’s judgment. As a result, if factors change and the Company uses different assumptions, the fair value of the warrant liabilities may be materially different in the future. |
Contingencies | P. Contingencies The Company accounts for contingent liabilities in accordance with ASC 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. |
Severance pay | Q. Severance pay The Israeli Severance Pay Law, 1963 (“Severance Pay Law”), specifies that employees are entitled to severance payment, following the termination of their employment. Under the Severance Pay Law, the severance payment is calculated as one month of salary for each year of employment, or a portion thereof. The majority of the Company’s liability for severance pay is covered by the provisions of Section 14 of the Severance Pay Law (“Section 14”). Under Section 14 employees are entitled to monthly deposits, at a rate of 8.33% of their monthly salary, contributed on their behalf to their insurance funds. Payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. As a result, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in the Company’s balance sheet. Severance expense for the years ended December 31, 2023, 2022 and 2021, amounted to USD 323 thousand, USD 305 thousand and USD 225 thousand, respectively. |
Basic and diluted net loss per common stock | R. Basic and diluted net loss per ordinary share The Company follows FASB ASC 260, Earnings Per Share (“ASC 260”), which requires the reporting of both basic and diluted earnings per ordinary share. Earnings per share (“EPS”) is calculated using the weighted average number of ordinary shares outstanding during each period. Basic net loss per share for both continuing and discontinued operations are computed by dividing net loss from continuing operations and net loss from discontinued operations attributable to ordinary shareholders by the weighted-average number of ordinary shares, including pre-funded warrants to purchase ordinary shares, outstanding for the period. The pre-funded warrants are included in the calculation of basic and diluted net loss per share as the shares are issuable for little or no consideration. Diluted net loss per share for both continuing and discontinued operations is computed by dividing the net loss by the weighted-average number of ordinary shares and dilutive ordinary share equivalents outstanding for the period determined using the treasury-share and if-converted methods, as applicable. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be anti-dilutive. |
Research and development | S. Research and development Research and development costs, consisting primarily of employee compensation, operating supplies, facility costs and depreciation, are expensed as incurred. For further information regarding the in-process research and development acquired and recognized as research and development expenses, see Note 3. |
Stock-based compensation | T. Share-based compensation The Company accounts for share-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is recognized as an expense over the requisite service periods in the Company’s consolidated statements of comprehensive loss. The Company recognizes compensation costs for awards conditioned only on continued service that have a graded vesting schedule using the accelerated method based on the multiple-option award approach. Forfeitures are accounted for as they occur. For performance-based share units, the Company recognizes compensation expenses for the value of such awards, if and when the Company concludes that it is probable that a performance condition will be achieved based on the accelerated attribution method over the requisite service period. The Company reassesses the probability of vesting at each reporting period for awards with performance conditions and adjusts compensation cost based on its probability assessment. The Company accounts for options granted to consultants and other service providers under ASC 718. The fair value of these options was estimated using a Black-Scholes option-pricing model and is recognized as an expense over the requisite service periods in the Company’s consolidated statements of comprehensive loss. The Company estimates the fair value of stock options on the grant date using the binomial and Monte Carlo option pricing models. The option pricing models require the input of highly subjective assumptions, including the expected term of the option, the expected volatility of the price of the Company’s ADSs and the expected dividend yield of ordinary shares. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. Expected volatility was calculated based upon historical volatility of share price of similar companies. The expected option term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. |
Income taxes | U. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. Deferred income taxes are determined utilizing the “asset and liability” method based on the estimated future tax effects of temporary differences between the financial accounting and tax basis of assets and liabilities under the applicable tax laws, and on tax rates anticipated to be in effect when the deferred income taxes are expected to be paid or realized. A valuation allowance is provided if, based upon the weight of available evidence, it is more likely than not that a portion of the deferred income tax assets will not be realized. In determining whether a valuation allowance is needed, the Company considers all available evidence, including historical information, long range forecast of future taxable income and evaluation of tax planning strategies. Amounts recorded for valuation allowance can result from a complex series of judgments about future events and can rely on estimates and assumptions. Deferred income tax liabilities and assets are classified as non-current. ASC 740 also contains a two-step approach of recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2023, and 2022, no liability for unrecognized tax benefits was recorded. |
New accounting pronouncements | V. New accounting pronouncements The Company qualifies as an emerging growth company (“EGC”) as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”). Using exemptions provided under the JOBS Act for EGCs, the Company has elected to defer compliance with new or revised ASUs until it is required to comply with such updates, which is generally consistent with the adoption dates of private companies. Recently issued accounting pronouncements, not yet adopted a. In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to reportable segment disclosures. The amendments in this update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating these amendments to determine the impact it may have on its consolidated financial statements. b. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. As EGC, this guidance will be effective for annual periods beginning after December 15, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on its income tax disclosures. c. In June 2022, the FASB issued ASC 2022-03 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring its fair value. The ASU also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The ASU also introduces new disclosure requirements for equity securities subject to contractual sale restrictions. As an Emerging Growth Company, the ASU is effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the effect that ASU 2022-03 will have on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Property and equipment | Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: Estimated Computers 3 years Laboratory equipment 5-7 years Machinery and equipment 6-10 years Office Equipment 14 years Leasehold Improvements 2-8 years |
Discontinued Operation (Tables)
Discontinued Operation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations [Abstract] | |
Schedule of Discontinued Operations | The following information presents the major classes of assets and liabilities of the discontinued operations as reported on the consolidated balance sheet: At disposal date Cash and cash equivalents 163 Restricted deposits 29 Prepaid expenses and other current assets 138 Right of use assets 53 Fixed assets 954 Trade payables (132 ) Other payables (1,550 ) Lease liabilities (63 ) Currency translation differences reserve 230 Year ended December 31, 2023 2022 2021 Research and development, net 1,219 5,005 17,242 Marketing 9 100 61 General and administrative 258 1,002 742 Impairment loss - 1,210 - Operating loss 1,486 7,317 18,045 Financial expenses 9 9 12 Net loss from discontinued operations 1,495 7,326 18,057 Loss from disposal of assets and liabilities (408 ) - - Other comprehensive income 230 - - Total loss attributed to the discontinued operation 1,317 7,326 18,057 Year ended December 31, 2023 2022 2021 Cash flow from discontinued operation Net cash used in operating activities (895 ) (3,286 ) (2,752 ) Net cash used in investing activities (8 ) (1,991 ) (8,109 ) Effect of exchange differences on cash and cash equivalents (33 ) (37 ) (38 ) Net cash used in discontinued operation (936 ) (5,314 ) (10,899 ) |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of Prepaid Expenses | December 31, 2023 2022 Institutions 37 247 Prepaid expenses 330 438 367 685 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment, Net | The composition of property and equipment, net is as follows: December 31, 2023 2022 Cost: Computers 228 304 Laboratory equipment 1,764 4,315 Machinery and equipment 477 360 Office Equipment 272 296 Leasehold Improvements 627 708 3,368 5,983 Less – accumulated depreciation (1,024 ) (1,276 ) Less – impairment - (1,210 ) 2,344 3,497 |
Schedule of Consolidated Statements of Comprehensive Loss | Year ended December 31, 2023 2022 2021 Research and development, net 299 297 119 Marketing 23 26 17 General and administrative 130 61 49 452 384 185 |
Acount Payables and Accruals (T
Acount Payables and Accruals (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Account Payables and Accruals [Abstract] | |
Schedule of Acount Payables | December 31, 2023 2022 Accrued expenses 532 604 Employee benefits 1,241 1,175 Subsidiary government grant advances - 314 Other 10 11 1,783 2,104 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows for the periods presented (in thousands): Year ended December 31, 2023 2022 2021 Operating lease cost 580 586 215 Short-term lease cost - 20 - Variable lease cost 52 26 4 Total lease cost 632 632 219 |
Schedule of Weighted-Average Remaining Lease Term and Discount Rate Related to Operating Leases | The weighted-average remaining lease term and discount rate related to operating leases were as follows: December 31, 2023 2022 Weighted average remaining lease term 7 8 Weighted average discount rate 8.767 % 8.767 % |
Schedule of Maturities of the Company’s Operating Lease Liabilities | The maturities of the Company’s operating lease liabilities were as follows (in thousand): Fiscal years ending December 31, December 31, 2024 575 2025 575 2026 595 2027 597 2028 597 Thereafter 646 Total undiscounted lease payments 3,585 Less imputed interest (774 ) Total lease liabilities 2,811 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurement [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: Year ended December 31, 2023 Fair value measurements using input type Fair Value Level 1 Level 2 Level 3 Financial Assets: Marketable securities with related party 351 351 - - Year ended December 31, 2022 Fair value measurements using input type Fair Value Level 1 Level 2 Level 3 Financial Assets: Other investment 1,292 - - 1,292 Financial Liabilities: Warrant liability 4 - - 4 1,296 - - 1,296 |
Schedule of Fair Value of the Warrant Liability was Estimated Using Black-Scholes Pricing Model | The fair value of the warrant liability was estimated with the following significant unobservable inputs: June 30 December 31, 2023 2022 Stock price $ 0.31 $ 0.36 Exercise price 1.10 0.84-1.67 Expected term (in years) (1) 0.10 0.38-0.59 Volatility (2) 125.64 % 113.03%-117.97 % Dividend rate (3) 0 % 0 % Risk-free interest rate (4) 4.64 % 3.52%-3.58 % (1) The expected term assumes that the option is held until expiration. (2) The annual expected volatility applied determined on the basis of share price volatility in similar companies. (3) Dividend distribution is not expected during the remaining contractual term of the outstanding stock options. (4) Risk-free interest rate based on US bonds, with time to maturity equal to the useful life of the options. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Outstanding Warrants | The table below summarizes the outstanding ADS warrants as of December 31, 2023: Warrants Exercise Expiration Pre-funded warrants 231,900 0.01 - ADS warrants 1,493,964 10.0-11.0 3.5-5 Total outstanding 1,725,864 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stock-Based Compensation [Abstarct] | |
Schedule of New Allotments | New allotments during the year ended December 31, 2023 that remain outstanding, all of which are non-tradable and physically-settled, are set out below: Date of grant Eligible Terms of No. of Vesting Conditions March 30, 2023 Chairman of the Board Restricted share units (1) 1,340 12 quarterly tranches March 30, 2023 Chairman of the Board Performance share units (1) 1,340 Vesting upon achievement of performance conditions April 20, 2023 Chief Executive Officer Restricted share units (2) 1,910 12 quarterly tranches April 20, 2023 Chief Executive Officer Performance share units (2) 1,910 Vesting upon achievement of performance conditions June 25, 2023 Company Employees Restricted Share Units (3) 11,217 12 quarterly tranches August 30, 2023 Company Employees Restricted Share Units (3) 190 12 quarterly tranches October 12, 2023 Directors Restricted Share Units (4) 3,831 12 quarterly tranches November 22, 2023 Company Employees Restricted Share Units (3) 862 12 quarterly tranches Total securities exercisable into shares 22,600 (1) On March 30, 2023, the Chairman of the Board, who had waived unvested, out-of-the-money options, was granted restricted share units. The incremental fair value of the grant was calculated as the difference between the fair value of the restricted share units and the net fair value of out-of-the-money options that the Chairman of the Board had waived. The incremental fair value of this grant, amounting to USD 87 thousand, is recognized over the course of 12 quarterly installments. The Chairman was also granted performance share units, which will vest in full upon the achievement of one of the following milestones: (i) engagement with a strategic partner/investor/corporation operating in the field of food, healthcare, pharmaceuticals, or printing for an investment in the company or its subsidiaries, in cash in an amount of not less than USD 500 thousand; (ii) submission of a regulatory approval to the U.S. FDA, Singapore Food Agency or European Food Safety Authority, for the commercial sale or distribution of Company’s products; or (iii) engagement with a strategic partner/corporation operating in the field of food, healthcare, pharmaceuticals or printing in a joint development agreement to collaborate to develop technology or products for the purpose of later commercialization. As of December 31, 2023, the Company’s management assessed the completion percentage of a milestone, leading to the recognition of share-based payment expenses amounting to USD 61 thousand. (2) On April 20, 2023, the Chief Executive Officer, who had waived unvested, out-of-the-money options, was granted restricted share units. The incremental fair value of the grant was calculated as the difference between the fair value of the restricted share units and the net fair value of out-of-the-money options that the Chief Executive Officer had waived. The incremental fair value of this grant, amounting to USD 134 thousand, is recognized over the course of 12 quarterly installments. The Chief Executive Officer was also granted performance share units, which will vest in full upon the achievement of one of the aforementioned milestones. As of December 31, 2023, the Company’s management assessed the completion percentage of a milestone, leading to the recognition of share-based payment expenses amounting to USD 87 thousand. (3) On June 25, 2023, Company employees were granted restricted share units. The incremental fair value of the grant was calculated as the difference between the fair value of the restricted share units and the net fair value of unvested out-of-the-money options that employees had separately waived. This incremental fair value, in the amount of USD 820 thousand, will be recognized over the course of 12 quarterly installments. During 2023, the Company issued restricted share units to its new employees, with a fair value of USD 164 thousand. The assumption for estimate the incremental fair value are detailed in table below. (4) In August 2023, members of the Company’s Board of Directors were granted restricted share units. The incremental fair value of the grant was calculated as the difference between the fair value of the restricted share units and the net fair value of unvested out-of-the-money options that employees had separately waived. This incremental fair value, in the amount of USD 389 thousand, will be recognized over the course of 12 quarterly installments. The assumption for estimate the incremental fair value are detailed in table below. |
Schedule of Fair Value of the Company’s Stock Options Granted to Employees and Directors | The fair value of the Company’s stock options granted to employees and directors for the years ended December 31, 2023, 2022 and 2021 was estimated using the following assumptions: 2023 2022 2021 Expected volatility 97.57%-119.85 % 91.25%-100.74 % 73.84%-93.1 % Risk free interest rate 3.78%-4.92 % 2.03%-4.04 % 0.23%-1.97 % Expected dividend 0 % 0 % 0 % Expected term (in years) 1.5-2 years 2-2.8 years 4-10 years |
Schedule of Transactions Related to the Grant of Options to Employees, Directors and Non-Employees Under the Company’s Options Plan | Transactions related to the grant of options to employees, directors and non-employees under the Company’s options plan during the year ended December 31, 2023 were as follows: Number of options Weighted average exercise price (USD) Weighted average remaining contractual term (in years) Aggregate Intrinsic Value (USD) Outstanding at January 1, 2023 19,046,329 0.28 4.89 - Granted - - - - Exercised - - - - Cancelled (4,132,233 ) 0.10 0.55 - Forfeited (1,299,583 ) 0.71 2.20 - Expired (3,640,418 ) 0.97 - - Outstanding at December 31, 2023 9,974,095 0.05 6.41 - Vested and expected to vest at end of period 9,974,095 0.05 6.41 - Exercisable at December 31, 2023 7,805,505 0.53 4.9 - |
Schedule of Transactions Related to Restricted Stock Units | Transactions related to restricted share units (RSUs) during the year ended December 31, 2023 were as follows: Number of RSU Weighted average grant date fair value (USD) Outstanding at January 1, 2023 986,533 0.69 Granted 22,600,120 0.08 Vested (3,462,487 ) 0.16 Cancelled (90,853 ) 0.68 Forfeited (1,904,663 ) 0.08 Outstanding at December 31, 2023 18,128,650 0.08 |
Schedule of Equity-Based Compensation Expense | The total equity-based compensation expense related to all of the Company’s equity-based awards recognized for the years ended December 31, 2023, 2022 and 2021 was comprised as follows: Year ended December 31, 2023 2022 2021 Research and development, net 476 627 925 Marketing 832 2,291 704 General and administrative 551 438 2,170 Total share-based compensation expenses 1,859 3,356 3,799 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Basic and Diluted Net Loss Per Common Stock [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | A reconciliation of net loss available to ordinary shareholders and the number of shares in the calculation of basic and diluted loss per share is as follows (in thousands, except share and per share amounts): Year ended December 31, 2023 2022 2021 Net loss from continuing operations attributable to ordinary shareholders (15,547 ) (14,533 ) (3,861 ) Net loss from discontinued operations (1,317 ) (7,326 ) (18,057 ) Weighted-average shares used in computing net loss per share, basic and diluted 236,645,676 135,900,869 115,954,501 Net loss per share from continuing operations, basic and diluted (0.07 ) (0.11 ) (0.03 ) Net income (loss) per share from discontinued operations, basic and diluted (0.01 ) (0.05 ) (0.16 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Schedule of Net Profit (Loss) Before the Provision for Income Taxes | The components of the net profit (loss) before the provision for income taxes from continuing operation were as follows: Years ended December 31, 2023 2022 2021 Israel (15,492 ) (13,658 ) (4,092 ) Foreign (55 ) (875 ) 231 Total (15,547 ) (14,533 ) (3,861 ) |
Schedule of Provision for Income Taxes | The provision for income taxes was as follows: Years ended December 31, 2023 2022 2021 Current: Israel - - - Foreign - - - Total current income tax expense (benefit) - - - Deferred: Israel - - - Foreign - - - Total deferred income tax expense (benefit) - - - Total provision for income taxes - - - |
Schedule of Company’s Theoretical Income Tax Expense at the Israeli Statutory Rate | A reconciliation of the Company’s theoretical income tax expense at the Israeli statutory rate of 23% to actual income tax expense is as follows: Years ended December 31, 2023 2022 2021 Theoretical income tax benefit (3,576 ) (3,343 ) (888 ) Foreign tax rate differentials (2 ) (16 ) 5 Reduced tax rate for preferred enterprises - - - Non-deductible expenses 195 613 465 Change in valuation allowance 3,417 1,507 1,074 Foreign exchange impact (34 ) 1,239 (656 ) Total - - - |
Schedule of Company’s Deferred Tax Assets and Liabilities Including the Discontinued Operation | The following table presents the significant components of the Company’s deferred tax assets and liabilities including the discontinued operation: Years ended December 31, 2023 2022 2021 Deferred tax assets: Net operating loss carryforwards 7,468 4,158 2,675 Research and development expenses 467 812 924 Accruals and reserves 120 138 139 Shared-based compensations 1,821 1,554 1,524 Financial income 684 793 1 Fixed asset 10 7 8 Gross deferred tax assets 10,570 7,462 5,271 Valuation allowance (7,850 ) (4,433 ) (2,926 ) Total deferred tax assets 2,720 3,029 2,345 Deferred tax liabilities: Leases (1 ) (31 ) (2 ) Financial instruments (2,534 ) (2,797 ) (2,222 ) Intercompany interest - - (46 ) Financial expenses - (16 ) - Other (185 ) (185 ) (75 ) Gross deferred tax liabilities (2,720 ) (3,029 ) (2,345 ) Deferred tax assets (liabilities), net - - - |
Schedule of Company’s Roll Forward of the Valuation Allowance | The Company’s roll forward of the valuation allowance is as follows: Balance at the Additions Balance at the Valuation allowance on deferred tax assets: Fiscal year ended December 31, 2021 (1,852 ) (1,074 ) (2,926 ) Fiscal year ended December 31, 2022 (2,926 ) (1,507 ) (4,433 ) Fiscal year ended December 31, 2023 (4,433 ) (3,417 ) (7,850 ) |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Geographic Information [Abstract] | |
Schedule of Property and Equipment, Net by Geographic Area | Property and equipment, net by geographic area consisted of the following: December 31, 2023 2022 Israel 2,344 2,500 Belgium - 997 Total property and equipment, net 2,344 3,497 |
General (Details)
General (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
General [Abstract] | ||
Accumulated deficit | $ (70,176) | $ (53,312) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Line Items] | |||
Impairment loss | $ 1,210 | ||
Impairment credit loss | $ 1,148 | ||
Employees monthly deposits percentage | 8.33% | ||
Severance expense | $ 323 | $ 305 | $ 225 |
Tax benefit | 50% | ||
New Israeli Shekels [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Weighted average interest rate percentage | 4.16% | 4.16% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Property and equipment | Dec. 31, 2023 |
Computers [Member] | |
Schedule of Property and equipment [Line Items] | |
Property and equipment estimated useful life | 3 years |
Laboratory equipment [Member] | Minimum [Member] | |
Schedule of Property and equipment [Line Items] | |
Property and equipment estimated useful life | 5 years |
Laboratory equipment [Member] | Maximum [Member] | |
Schedule of Property and equipment [Line Items] | |
Property and equipment estimated useful life | 7 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Schedule of Property and equipment [Line Items] | |
Property and equipment estimated useful life | 6 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Schedule of Property and equipment [Line Items] | |
Property and equipment estimated useful life | 10 years |
Office Equipment [Member] | |
Schedule of Property and equipment [Line Items] | |
Property and equipment estimated useful life | 14 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Schedule of Property and equipment [Line Items] | |
Property and equipment estimated useful life | 2 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Schedule of Property and equipment [Line Items] | |
Property and equipment estimated useful life | 8 years |
Discontinued Operation (Details
Discontinued Operation (Details) € in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 28, 2021 EUR (€) | |
Discontinued Operations [Abstract] | |||||
Total consideration | $ 19,900 | € 16,300 | |||
Impairment loss on fixed asset | $ 1,210 | ||||
Discontinued operation fair value | 0 | ||||
Loss from discontinued operation | $ 178 |
Discontinued Operation (Detai_2
Discontinued Operation (Details) - Schedule of Discontinued Operations - Discontinued Operations [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash and cash equivalents | $ 163 | ||
Restricted deposits | 29 | ||
Prepaid expenses and other current assets | 138 | ||
Right of use assets | 53 | ||
Fixed assets | 954 | ||
Trade payables | (132) | ||
Other payables | (1,550) | ||
Lease liabilities | (63) | ||
Currency translation differences reserve | 230 | ||
Research and development, net | $ 1,219 | 5,005 | $ 17,242 |
Marketing | 9 | 100 | 61 |
General and administrative | 258 | 1,002 | 742 |
Impairment loss | 1,210 | ||
Operating loss | 1,486 | 7,317 | 18,045 |
Financial expenses | 9 | 9 | 12 |
Net loss from discontinued operations | 1,495 | 7,326 | 18,057 |
Loss from disposal of assets and liabilities | (408) | ||
Other comprehensive income | 230 | ||
Total loss attributed to the discontinued operation | 1,317 | 7,326 | 18,057 |
Cash flow from discontinued operation | |||
Net cash used in operating activities | (895) | (3,286) | (2,752) |
Net cash used in investing activities | (8) | (1,991) | (8,109) |
Effect of exchange differences on cash and cash equivalents | (33) | (37) | (38) |
Net cash used in discontinued operation | $ (936) | $ (5,314) | $ (10,899) |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Prepaid Expenses [Abstract] | ||
Institutions | $ 37 | $ 247 |
Prepaid expenses | 330 | 438 |
Prepaid expenses and other current assets total | $ 367 | $ 685 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net [Abstract] | |||
Discontinued operation depreciation expense related to property and equipment, net | $ 51 | $ 453 | $ 195 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | $ 3,368 | $ 5,983 |
Less – accumulated depreciation | (1,024) | (1,276) |
Less – impairment | (1,210) | |
Depreciated cost | 2,344 | 3,497 |
Computers [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | 228 | 304 |
Laboratory equipment [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | 1,764 | 4,315 |
Machinery and equipment [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | 477 | 360 |
Office Equipment [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | 272 | 296 |
Leasehold Improvements [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | $ 627 | $ 708 |
Property and Equipment, Net (_3
Property and Equipment, Net (Details) - Schedule of Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Statement of Income Captions [Line Items] | |||
Total depreciation | $ 452 | $ 384 | $ 185 |
Research and development, net [Member] | |||
Condensed Statement of Income Captions [Line Items] | |||
Total depreciation | 299 | 297 | 119 |
Selling and Marketing [Member] | |||
Condensed Statement of Income Captions [Line Items] | |||
Total depreciation | 23 | 26 | 17 |
General and administrative [Member] | |||
Condensed Statement of Income Captions [Line Items] | |||
Total depreciation | $ 130 | $ 61 | $ 49 |
Acount Payables and Accruals (D
Acount Payables and Accruals (Details) - Schedule of Account Payables - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Acount Payables [Abstract] | ||
Accrued expenses | $ 532 | $ 604 |
Employee benefits | 1,241 | 1,175 |
Subsidiary government grant advances | 314 | |
Other | 10 | 11 |
Acounts payable and Accrued total | $ 1,783 | $ 2,104 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Cash payments related to operating lease liabilities | $ 620 | $ 604 | $ 228 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Components of Lease Expense - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Components of Lease Expense [Abstract] | |||
Operating lease cost | $ 580 | $ 586 | $ 215 |
Short-term lease cost | 20 | ||
Variable lease cost | 52 | 26 | 4 |
Total lease cost | $ 632 | $ 632 | $ 219 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Weighted-Average Remaining Lease Term and Discount Rate Related to Operating Leases | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Weighted-Average Remaining Lease Term and Discount Rate Related to Operating Leases [Abstract] | ||
Weighted average remaining lease term | 7 years | 8 years |
Weighted average discount rate | 8.767% | 8.767% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Maturities of the Company’s Operating Lease Liabilities $ in Thousands | Dec. 31, 2023 USD ($) |
Schedule of Maturities of the Company’s Operating Lease Liabilities [Abstract] | |
2024 | $ 575 |
2025 | 575 |
2026 | 595 |
2027 | 597 |
2028 | 597 |
Thereafter | 646 |
Total undiscounted lease payments | 3,585 |
Less imputed interest | (774) |
Total lease liabilities | $ 2,811 |
Fair Value Measurement (Details
Fair Value Measurement (Details) ₪ in Thousands, $ in Thousands | 12 Months Ended | |||||
Apr. 03, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 ILS (₪) | Dec. 31, 2020 shares | |
Fair Value Measurement (Details) [Line Items] | ||||||
Discount percentage | 15% | |||||
Stake in Wilk | 2.50% | |||||
Other investment consideration | Therapin committed to pay the Company NIS 40 thousand (approximately USD 11 thousand) per month for 119 months for a total consideration of NIS 4,800 thousand (approximately USD 1,400 thousand) plus NIS 2,450 thousand (approximately USD 700 thousand) to be paid upon an exit event. | |||||
Amount of aggregate fair value and unpaid principal balance | $ 425 | ₪ 1,495 | ||||
Revaluated investment amount | $ 0 | |||||
Financing expense | $ 1,148 | |||||
Re-valuation financing income | $ 99 | $ 193 | ||||
Warrant exercisable shares (in Shares) | shares | 1,925,000 | 26,639,573 | ||||
Issuance of ordinary (in Shares) | shares | 17,874,121 | |||||
Consolidated comprehansive loss | $ 316 | |||||
Therapin [Member] | ||||||
Fair Value Measurement (Details) [Line Items] | ||||||
Received amount | $ 88 | |||||
Wilk Technologies Ltd [Member] | ||||||
Fair Value Measurement (Details) [Line Items] | ||||||
Average closing price | 45 days | |||||
Therapin [Member] | ||||||
Fair Value Measurement (Details) [Line Items] | ||||||
Discount rate | 11.84% | |||||
Related Party [Member] | ||||||
Fair Value Measurement (Details) [Line Items] | ||||||
Investment in Wilk | $ 435 |
Fair Value Measurement (Detai_2
Fair Value Measurement (Details) - Schedule of Financial Assets and Liabilities Measured at Fair Value - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Financial Liabilities: | ||
Financial assets and liabilities | $ 1,296 | |
Marketable Securities with Related Party [Member] | ||
Schedule of Financial Assets and Liabilities Measured at Fair Value [Line Items] | ||
Financial Assets | $ 351 | |
Marketable Securities [Member] | ||
Schedule of Financial Assets and Liabilities Measured at Fair Value [Line Items] | ||
Financial Assets | 1,292 | |
Warrant Liability [Member] | ||
Financial Liabilities: | ||
Financial Liabilities | 4 | |
Level 1 [Member] | ||
Financial Liabilities: | ||
Financial assets and liabilities | ||
Level 1 [Member] | Marketable Securities with Related Party [Member] | ||
Schedule of Financial Assets and Liabilities Measured at Fair Value [Line Items] | ||
Financial Assets | 351 | |
Level 1 [Member] | Marketable Securities [Member] | ||
Schedule of Financial Assets and Liabilities Measured at Fair Value [Line Items] | ||
Financial Assets | ||
Level 1 [Member] | Warrant Liability [Member] | ||
Financial Liabilities: | ||
Financial Liabilities | ||
Level 2 [Member] | ||
Financial Liabilities: | ||
Financial assets and liabilities | ||
Level 2 [Member] | Marketable Securities with Related Party [Member] | ||
Schedule of Financial Assets and Liabilities Measured at Fair Value [Line Items] | ||
Financial Assets | ||
Level 2 [Member] | Marketable Securities [Member] | ||
Schedule of Financial Assets and Liabilities Measured at Fair Value [Line Items] | ||
Financial Assets | ||
Level 2 [Member] | Warrant Liability [Member] | ||
Financial Liabilities: | ||
Financial Liabilities | ||
Level 3 [Member] | ||
Financial Liabilities: | ||
Financial assets and liabilities | 1,296 | |
Level 3 [Member] | Marketable Securities with Related Party [Member] | ||
Schedule of Financial Assets and Liabilities Measured at Fair Value [Line Items] | ||
Financial Assets | ||
Level 3 [Member] | Marketable Securities [Member] | ||
Schedule of Financial Assets and Liabilities Measured at Fair Value [Line Items] | ||
Financial Assets | 1,292 | |
Level 3 [Member] | Warrant Liability [Member] | ||
Financial Liabilities: | ||
Financial Liabilities | $ 4 |
Fair Value Measurement (Detai_3
Fair Value Measurement (Details) - Schedule of Fair Value of the Warrant Liability was Estimated Using Black-Scholes Pricing Model - Level 3 [Member] | Jun. 30, 2023 | Dec. 31, 2022 | |
Stock price [Member] | |||
Schedule of Fair Value of the Warrant Liability was Estimated Using Black-Scholes Pricing Model [Line Items] | |||
Warrant liability measurement | 0.36 | ||
Dividend rate [Member] | |||
Schedule of Fair Value of the Warrant Liability was Estimated Using Black-Scholes Pricing Model [Line Items] | |||
Warrant liability measurement | [1] | 0 | |
Minimum [Member] | Stock price [Member] | |||
Schedule of Fair Value of the Warrant Liability was Estimated Using Black-Scholes Pricing Model [Line Items] | |||
Warrant liability measurement | 0.31 | ||
Minimum [Member] | Exercise price [Member] | |||
Schedule of Fair Value of the Warrant Liability was Estimated Using Black-Scholes Pricing Model [Line Items] | |||
Warrant liability measurement | 1.1 | 0.84 | |
Minimum [Member] | Expected term (in years) [Member] | |||
Schedule of Fair Value of the Warrant Liability was Estimated Using Black-Scholes Pricing Model [Line Items] | |||
Warrant liability measurement | [2] | 0.1 | 0.38 |
Minimum [Member] | Volatility [Member] | |||
Schedule of Fair Value of the Warrant Liability was Estimated Using Black-Scholes Pricing Model [Line Items] | |||
Warrant liability measurement | [3] | 125.64 | 113.03 |
Minimum [Member] | Dividend rate [Member] | |||
Schedule of Fair Value of the Warrant Liability was Estimated Using Black-Scholes Pricing Model [Line Items] | |||
Warrant liability measurement | [1] | 0 | |
Minimum [Member] | Risk-free interest rate [Member] | |||
Schedule of Fair Value of the Warrant Liability was Estimated Using Black-Scholes Pricing Model [Line Items] | |||
Warrant liability measurement | [4] | 4.64 | 3.52 |
Maximum [Member] | Exercise price [Member] | |||
Schedule of Fair Value of the Warrant Liability was Estimated Using Black-Scholes Pricing Model [Line Items] | |||
Warrant liability measurement | 1.67 | ||
Maximum [Member] | Expected term (in years) [Member] | |||
Schedule of Fair Value of the Warrant Liability was Estimated Using Black-Scholes Pricing Model [Line Items] | |||
Warrant liability measurement | [2] | 0.59 | |
Maximum [Member] | Volatility [Member] | |||
Schedule of Fair Value of the Warrant Liability was Estimated Using Black-Scholes Pricing Model [Line Items] | |||
Warrant liability measurement | [3] | 117.97 | |
Maximum [Member] | Risk-free interest rate [Member] | |||
Schedule of Fair Value of the Warrant Liability was Estimated Using Black-Scholes Pricing Model [Line Items] | |||
Warrant liability measurement | [4] | 3.58 | |
[1]Dividend distribution is not expected during the remaining contractual term of the outstanding stock options.[2]The expected term assumes that the option is held until expiration.[3]The annual expected volatility applied determined on the basis of share price volatility in similar companies.[4]Risk-free interest rate based on US bonds, with time to maturity equal to the useful life of the options. |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details) ₪ in Thousands, $ in Thousands | Apr. 30, 2021 USD ($) | Apr. 30, 2021 ILS (₪) | Feb. 28, 2021 ILS (₪) | Nov. 30, 2020 ILS (₪) |
Commitments and Contingent Liabilities [Abstract] | ||||
Potential penalty amount | ₪ 700 | ₪ 5,000 | ||
Loss contingency | $ 200 | ₪ 700 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 12 Months Ended | ||||||
Jul. 27, 2023 | Jan. 09, 2023 | Jul. 05, 2022 | Mar. 12, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shareholders' Equity (Details) [Line Items] | |||||||
Common stock vote right | one | ||||||
American Depositary Per Share | (100) | 100 | |||||
Offering price per unit (in Dollars per ADS) (in Dollars per share) | $ 103 | ||||||
Gross proceeds (in Dollars) | $ 24,700,000 | ||||||
Common stock shares issues | 251,756,047 | 146,471,680 | |||||
Issued units | 6,359,480 | ||||||
Issued ordinary shares | 846,000 | 5,923,000 | |||||
American Depositary (in Dollars per share) | $ 60,000 | ||||||
Equity to purchase | 12.5 | ||||||
Price per ADS (in Dollars per share) | 34.999 | ||||||
Gross proceeds (in Dollars) | $ 12,500,000 | $ 6,300,000 | $ 29,282,000 | ||||
Number of warrant | 490,500 | 10 | 1,725,864 | ||||
Gross proceeds (in Dollars) | $ 6,000,000 | ||||||
Additional ADS | 97,500 | ||||||
Underwriting discounts and other offering expenses (in Dollars) | $ 700,000 | ||||||
Underwritten public offering share | 109,500 | ||||||
Offering price per unit (in Dollars per share) | $ 10 | ||||||
Unregistered warrants to purchase | 600,000 | 35,595,831,000 | |||||
Net proceeds (in Dollars) | $ 5,500,000 | ||||||
IPO [Member] | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
Gross proceeds (in Dollars) | $ 28,000,000 | ||||||
Number of share rights vest | 1,374,998 | ||||||
Common stock shares issues | 1,250,000,000 | ||||||
American Depositary Shares [Member] | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
American Depositary (in Dollars per share) | $ 0.001 | 35 | |||||
Underwritten public offering ADS | 155,000 | ||||||
shares per ADS | 100 | ||||||
Per ADS (in Dollars per share) | $ 10 | ||||||
Number of warrant | 495,000 | ||||||
Purchase Price Per Warrant (in Dollars per ADS) (in Dollars per share) | $ 9.999 | ||||||
Purchase share | 650,000 | ||||||
Price per ADS (in Dollars per share) | $ 10 | ||||||
Gross proceeds (in Dollars) | $ 6,500,000 | ||||||
Fair value (in Dollars) | $ 131,000 | ||||||
Unregistered Warrants [Member] | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
American Depositary Per Share | (11) | ||||||
Number of warrant | 42,000 | 97,500 | |||||
Termination date was extended | 3 years 6 months | ||||||
Pre-funded warrants [Member] | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
Offering price per unit (in Dollars per ADS) (in Dollars per share) | $ 9.99 | ||||||
Net proceeds (in Dollars) | $ 258,710 | ||||||
Maximum [Member] | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
Unregistered warrants to purchase | 1.71 | ||||||
Minimum [Member] | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
Unregistered warrants to purchase | 0.35 | ||||||
Warrant [Member] | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
American Depositary (in Dollars per share) | $ 0.001 | ||||||
Equity to purchase | 125,714 | ||||||
Gross proceeds (in Dollars) | $ 6,500,000 | ||||||
Net proceed from issuance of warrants (in Dollars) | $ 5,800,000 | ||||||
Warrant [Member] | American Depositary Shares [Member] | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
Underwritten public offering ADS | 16,250 | ||||||
shares per ADS | 100 | ||||||
Warrant [Member] | Maximum [Member] | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
American Depositary (in Dollars per share) | $ 35 | ||||||
Warrant [Member] | Minimum [Member] | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
American Depositary (in Dollars per share) | $ 10 | ||||||
American Depositary Shares Warrants [Member] | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
Purchase ordinary shares | 272,127 | ||||||
American Depositary Shares [Member] | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
Purchase ordinary shares | 185,714 | 185,714 | |||||
American Depositary (in Dollars per share) | $ 35 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of Outstanding Warrants - $ / shares | Dec. 31, 2023 | Jul. 27, 2023 | Jan. 09, 2023 | Jul. 05, 2022 |
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding | 1,725,864 | 490,500 | 10 | |
Exercise price | $ 60,000 | |||
Expiration date | 5 years | |||
Pre-funded warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding | 231,900 | |||
Exercise price | $ 0.01 | |||
Expiration date | ||||
ADS warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding | 1,493,964 | |||
ADS warrants [Member] | Minimum [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price | $ 10 | |||
Expiration date | 3 years 6 months | |||
ADS warrants [Member] | Maximum [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price | $ 11 | |||
Expiration date | 5 years |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |||||
Aug. 31, 2023 | Jun. 25, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 27, 2023 | |
Stock-Based Compensation [Line Items] | ||||||
Incremental fair value | $ 87,000 | |||||
Investment | 500,000 | |||||
Stock-based payment expenses | 1,859,000 | $ 3,356,000 | $ 3,799,000 | |||
Incremental fair value | $ 389,000 | $ 820,000 | $ 134,000 | |||
Weighted-average grant-date (in Dollars per share) | $ 0.08 | $ 0.24 | $ 0.48 | |||
Total intrinsic value of options exercised | $ 0 | $ 246 | ||||
Total compensation cost related to non-vested | $ 1,228,000 | |||||
Expected recognized over period | 3 years | |||||
Warrant exercisable (in Shares) | 35,595,831,000 | 600,000 | ||||
2022 Share Incentive Plan [Member] | ||||||
Stock-Based Compensation [Line Items] | ||||||
Shares authorized for issuance (in Shares) | 2,306,600 | |||||
Minimum [Member] | ||||||
Stock-Based Compensation [Line Items] | ||||||
Warrant exercisable (in Shares) | 0.35 | |||||
Maximum [Member] | ||||||
Stock-Based Compensation [Line Items] | ||||||
Warrant exercisable (in Shares) | 1.71 | |||||
Ophectra Real Estate and Investments Ltd. [Member] | ||||||
Stock-Based Compensation [Line Items] | ||||||
Warrant exercisable (in Shares) | 200,000 | |||||
Excercise price per share (in Dollars per share) | $ 0.49 | |||||
Share-Based Payment Arrangement [Member] | ||||||
Stock-Based Compensation [Line Items] | ||||||
Incremental fair value | $ 87,000 | |||||
Stock-based payment expenses | $ 61,000 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Stock-Based Compensation [Line Items] | ||||||
Fair value of this grant amount | $ 164,000 | |||||
Total intrinsic value of RSU exercised (in Shares) | 271 | 120 | 0 | |||
Warrant exercisable (in Shares) | 35,395,831 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of New Allotments | 12 Months Ended | |
Dec. 31, 2023 shares | ||
Schedule of New Allotments [Line Items] | ||
No.of ordinary shares | 22,600,000 | |
March 30, 2023 [Member] | ||
Schedule of New Allotments [Line Items] | ||
Eligible Recipients | Chairman of the Board | |
Terms of the instrument | Restricted share units | [1] |
No.of ordinary shares | 1,340,000 | |
Vesting Conditions | 12 quarterly tranches | |
March 30, 2023 [Member] | ||
Schedule of New Allotments [Line Items] | ||
Eligible Recipients | Chairman of the Board | |
Terms of the instrument | Performance share units | [1] |
No.of ordinary shares | 1,340,000 | |
Vesting Conditions | Vesting upon achievement of performance conditions | |
April 20, 2023 [Member] | ||
Schedule of New Allotments [Line Items] | ||
Eligible Recipients | Chief Executive Officer | |
Terms of the instrument | Restricted share units | [2] |
No.of ordinary shares | 1,910,000 | |
Vesting Conditions | 12 quarterly tranches | |
April 20, 2023 [Member] | ||
Schedule of New Allotments [Line Items] | ||
Eligible Recipients | Chief Executive Officer | |
Terms of the instrument | Performance share units | [2] |
No.of ordinary shares | 1,910,000 | |
Vesting Conditions | Vesting upon achievement of performance conditions | |
June 25, 2023 [Member] | ||
Schedule of New Allotments [Line Items] | ||
Eligible Recipients | Company Employees | |
Terms of the instrument | Restricted Share Units | [3] |
No.of ordinary shares | 11,217,000 | |
Vesting Conditions | 12 quarterly tranches | |
August 30, 2023 [Member] | ||
Schedule of New Allotments [Line Items] | ||
Eligible Recipients | Company Employees | |
Terms of the instrument | Restricted Share Units | [3] |
No.of ordinary shares | 190,000 | |
Vesting Conditions | 12 quarterly tranches | |
October 12, 2023 [Member] | ||
Schedule of New Allotments [Line Items] | ||
Eligible Recipients | Directors | |
Terms of the instrument | Restricted Share Units | [4] |
No.of ordinary shares | 3,831,000 | |
Vesting Conditions | 12 quarterly tranches | |
November 11, 2023 [Member] | ||
Schedule of New Allotments [Line Items] | ||
Eligible Recipients | Company Employees | |
Terms of the instrument | Restricted Share Units | [3] |
No.of ordinary shares | 862,000 | |
Vesting Conditions | 12 quarterly tranches | |
[1] On March 30, 2023, the Chairman of the Board, who had waived unvested, out-of-the-money options, was granted restricted share units. The incremental fair value of the grant was calculated as the difference between the fair value of the restricted share units and the net fair value of out-of-the-money options that the Chairman of the Board had waived. The incremental fair value of this grant, amounting to USD 87 thousand, is recognized over the course of 12 quarterly installments. The Chairman was also granted performance share units, which will vest in full upon the achievement of one of the following milestones: (i) engagement with a strategic partner/investor/corporation operating in the field of food, healthcare, pharmaceuticals, or printing for an investment in the company or its subsidiaries, in cash in an amount of not less than USD 500 thousand; (ii) submission of a regulatory approval to the U.S. FDA, Singapore Food Agency or European Food Safety Authority, for the commercial sale or distribution of Company’s products; or (iii) engagement with a strategic partner/corporation operating in the field of food, healthcare, pharmaceuticals or printing in a joint development agreement to collaborate to develop technology or products for the purpose of later commercialization. As of December 31, 2023, the Company’s management assessed the completion percentage of a milestone, leading to the recognition of share-based payment expenses amounting to USD 61 thousand. |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of Fair Value of the Company’s Stock Options Granted to Employees and Directors | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Fair Value of the Company’s Stock Options Granted to Employees and Directors [Line Items] | |||
Expected dividend | 0% | 0% | 0% |
Minimum [Member] | |||
Schedule of Fair Value of the Company’s Stock Options Granted to Employees and Directors [Line Items] | |||
Expected volatility | 97.57% | 91.25% | 73.84% |
Risk free interest rate | 3.78% | 2.03% | 0.23% |
Expected term (in years) | 1 year 6 months | 2 years | 4 years |
Maximum [Member] | |||
Schedule of Fair Value of the Company’s Stock Options Granted to Employees and Directors [Line Items] | |||
Expected volatility | 119.85% | 100.74% | 93.10% |
Risk free interest rate | 4.92% | 4.04% | 1.97% |
Expected term (in years) | 2 years | 2 years 9 months 18 days | 10 years |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of Transactions Related to the Grant of Options to Employees, Directors and Non-Employees Under the Company’s Options Plan - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Schedule of Transactions Related to the Grant of Options to Employees, Directors and Non-Employees Under the Company’s Options Plan [Abstract] | ||
Number of options, Outstanding | 19,046,329 | |
Weighted average exercise price | $ 0.28 | |
Weighted average remaining contractual term | 4 years 10 months 20 days | 6 years 4 months 28 days |
Aggregate Intrinsic Value | ||
Number of options, Vested and expected to vest at end of period | 9,974,095 | |
Weighted average exercise price, Vested and expected to vest at end of period | $ 0.05 | |
Weighted average remaining contractual term, Vested and expected to vest at end of period | 6 years 4 months 28 days | |
Aggregate Intrinsic Value, Vested and expected to vest at end of period | ||
Number of options, Outstanding ending | 7,805,505 | |
Weighted average exercise price, Exercisable | $ 0.53 | |
Weighted average remaining contractual term, Exercisable | 4 years 10 months 24 days | |
Aggregate Intrinsic Value, Exercisable | ||
Number of options, Granted | ||
Weighted average exercise price, Granted | ||
Weighted average remaining contractual term, Granted | ||
Aggregate Intrinsic Value ,Granted | ||
Number of options, Exercised | ||
Weighted average exercise price, Exercised | ||
Weighted average remaining contractual term, Exercised | ||
Aggregate Intrinsic Value ,Exercised | ||
Number of options, Cancelled | (4,132,233) | |
Weighted average exercise price, Cancelled | $ 0.1 | |
Weighted average remaining contractual term, Cancelled | 6 months 18 days | |
Aggregate Intrinsic Value, Cancelled | ||
Number of options, Forfeited | (1,299,583) | |
Weighted average exercise price, Forfeited | $ 0.71 | |
Weighted average remaining contractual term, Forfeited | 2 years 2 months 12 days | |
Aggregate Intrinsic Value, Forfeited | ||
Number of options, Expired | (3,640,418) | |
Weighted average exercise price, Expired | $ 0.97 | |
Weighted average remaining contractual term, Expired | ||
Aggregate Intrinsic Value, Expired | ||
Number of options, Outstanding | 9,974,095 | |
Weighted average exercise price | $ 0.05 | |
Aggregate Intrinsic Value |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of Transactions Related to Restricted Stock Units - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Schedule of Transactions Related to Restricted Stock Units [Line Items] | |
Number of RSU, Outstanding beginning | shares | 986,533 |
Weighted Average Grant Date Fair Value, Outstanding beginning | $ / shares | $ 0.69 |
Number of RSU, Granted | shares | 22,600,120 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 0.08 |
Number of RSU, Vested | shares | (3,462,487) |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 0.16 |
Number of RSU, Cancelled | shares | (90,853) |
Weighted Average Grant Date Fair Value, Cancelled | $ / shares | $ 0.68 |
Number of RSU, Forfeited | shares | (1,904,663) |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 0.08 |
Number of RSU, Outstanding ending | shares | 18,128,650 |
Weighted Average Grant Date Fair Value, Outstanding ending | $ / shares | $ 0.08 |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Details) - Schedule of Equity-Based Compensation Expense - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total Stock-based compensation expenses | $ 1,859 | $ 3,356 | $ 3,799 |
Research and development, net [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total Stock-based compensation expenses | 476 | 627 | 925 |
Selling and Marketing [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total Stock-based compensation expenses | 832 | 2,291 | 704 |
General and administrative [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total Stock-based compensation expenses | $ 551 | $ 438 | $ 2,170 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Common Stock (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Basic and Diluted Net Loss Per Common Stock [Abstract] | |||
Potential dilution share | 177,699,182 | 55,632,713 | 41,902,044 |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Common Stock (Details) - Schedule of Basic and Diluted Loss Per Share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Basic and Diluted Loss Per Share [Abstract] | |||
Net loss from continuing operations attributable to ordinary shareholders | $ (15,547) | $ (14,533) | $ (3,861) |
Net loss from discontinued operations | $ (1,317) | $ (7,326) | $ (18,057) |
Weighted-average shares used in computing net loss per share, basic and diluted | 236,645,676 | 135,900,869 | 115,954,501 |
Net loss per share from continuing operations, basic and diluted | $ (0.07) | $ (0.11) | $ (0.03) |
Net income (loss) per share from discontinued operations, basic and diluted | $ (0.01) | $ (0.05) | $ (0.16) |
Basic and Diluted Net Loss Pe_5
Basic and Diluted Net Loss Per Common Stock (Details) - Schedule of Basic and Diluted Loss Per Share (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Basic and Diluted Loss Per Share [Abstract] | |||
Weighted-average shares used in computing net loss per share, basic and diluted (in Shares) | 236,645,676 | 135,900,869 | 115,954,501 |
Net loss per share from continuing operations, basic and diluted | $ (0.07) | $ (0.11) | $ (0.03) |
Net income (loss) per share from discontinued operations, basic and diluted | $ (0.01) | $ (0.05) | $ (0.16) |
Related Party Balances and Tr_2
Related Party Balances and Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Balances and Transactions [Line Items] | |||
Incurred net expenses | $ 852 | $ 720 | $ 799 |
Ashton Kutcher [Member] | |||
Related Party Balances and Transactions [Line Items] | |||
Incurred net expenses | $ 745 | ||
Guy Oseary [Member] | |||
Related Party Balances and Transactions [Line Items] | |||
Incurred net expenses | $ 2,210 | ||
Effie Epstein [Member] | |||
Related Party Balances and Transactions [Line Items] | |||
Incurred net expenses | $ 590 |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax [Line Items] | |||
Deferred tax asset | $ 6,284 | $ 5,846 | $ 4,835 |
Israel [Member] | |||
Income Tax [Line Items] | |||
Income tax expense | 23% | ||
Net operating loss carryforwards | $ 7,324 | $ 4,161 | |
Belgian [Member] | |||
Income Tax [Line Items] | |||
Foreign tax rate | 25% |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Net Profit (Loss) Before the Provision for Income Taxes - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Net Profit (Loss) Before the Provision for Income Taxes [Abstract] | |||
Israel | $ (15,492) | $ (13,658) | $ (4,092) |
Foreign | (55) | (875) | 231 |
Total | $ (15,547) | $ (14,533) | $ (3,861) |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Provision for Income Taxes - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Israel | |||
Foreign | |||
Total current income tax expense / (benefit) | |||
Deferred: | |||
Israel | |||
Foreign | |||
Total deferred income tax expense (benefit) | |||
Total provision for income taxes |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of Company’s Theoretical Income Tax Expense at the Israeli Statutory Rate - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Company’s Theoretical Income Tax Expense at the Israeli Statutory Rate [Abstract] | |||
Theoretical income tax benefit | $ (3,576) | $ (3,343) | $ (888) |
Foreign tax rate differentials | (2) | (16) | 5 |
Reduced tax rate for preferred enterprises | |||
Non-deductible expenses | 195 | 613 | 465 |
Change in valuation allowance | 3,417 | 1,507 | 1,074 |
Foreign exchange impact | (34) | 1,239 | (656) |
Total |
Income Tax (Details) - Schedu_4
Income Tax (Details) - Schedule of Company’s Deferred Tax Assets and Liabilities Including the Discontinued Operation - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Company SDeferred Tax Assets And Liabilities Including The Discontinued Operation Abstract | |||
Net operating loss carryforwards | $ 7,468 | $ 4,158 | $ 2,675 |
Research and development expenses | 467 | 812 | 924 |
Accruals and reserves | 120 | 138 | 139 |
Shared-based compensations | 1,821 | 1,554 | 1,524 |
Financial income | 684 | 793 | 1 |
Fixed asset | 10 | 7 | 8 |
Gross deferred tax assets | 10,570 | 7,462 | 5,271 |
Valuation allowance | (7,850) | (4,433) | (2,926) |
Total deferred tax assets | 2,720 | 3,029 | 2,345 |
Leases | (1) | (31) | (2) |
Financial instruments | (2,534) | (2,797) | (2,222) |
Intercompany interest | (46) | ||
Financial expenses | (16) | ||
Other | (185) | (185) | (75) |
Gross deferred tax liabilities | (2,720) | (3,029) | (2,345) |
Deferred tax assets (liabilities), net |
Income Tax (Details) - Schedu_5
Income Tax (Details) - Schedule of Company’s Roll Forward of the Valuation Allowance - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Company's Roll Forward of the Valuation Allowance [Abstract] | |||
Balance at the end of the fiscal year | $ (4,433) | $ (2,926) | $ (1,852) |
Additions (charged) credited to expenses) | (3,417) | (1,507) | (1,074) |
Balance at the end of the fiscal year | $ (7,850) | $ (4,433) | $ (2,926) |
Geographic Information (Details
Geographic Information (Details) - Schedule of Property and Equipment, Net by Geographic Area - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Geographic Information (Details) - Schedule of Property and Equipment, Net by Geographic Area [Line Items] | ||
Total property and equipment, net | $ 2,344 | $ 3,497 |
ISRAEL | ||
Geographic Information (Details) - Schedule of Property and Equipment, Net by Geographic Area [Line Items] | ||
Total property and equipment, net | 2,344 | 2,500 |
BELGIUM | ||
Geographic Information (Details) - Schedule of Property and Equipment, Net by Geographic Area [Line Items] | ||
Total property and equipment, net | $ 997 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | 12 Months Ended | ||||||
Apr. 04, 2024 | Jul. 31, 2023 | Jan. 31, 2023 | Jul. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Line Items] | |||||||
Warrants purchase | 1,925,000 | 26,639,573 | |||||
Warrant term | 5 years | ||||||
Warrant [Member] | |||||||
Subsequent Events [Line Items] | |||||||
New warrants outstanding | 12,000,000 | ||||||
ADS [Member] | |||||||
Subsequent Events [Line Items] | |||||||
Warrants purchase | 6,000,000 | 6,500,000 | 1,857,143 | ||||
Exercise price per ADS (in Dollars per share) | $ 1.1 | $ 1 | $ 1 | ||||
Reduced exercise price per ADS (in Dollars per share) | $ 0.46 | ||||||
Description of adjustment to the ratio of ordinary shares | On April 4, 2024, the Company effected an adjustment to the ratio of ordinary shares to American Depositary Shares (“ADS”) at a ratio of 10:1, such that after the ratio adjustment was effected, every 10 ADSs were consolidated into 1 ADS and each ADS now represents one hundred (100) ordinary shares instead of ten (10) ordinary shares prior to the ratio adjustment. | ||||||
ADS [Member] | Warrant [Member] | |||||||
Subsequent Events [Line Items] | |||||||
Exercised Warrants to purchase | 14,357,143 | ||||||
New warrants outstanding | 16,714,286 | ||||||
ADS [Member] | New Warrants [Member] | |||||||
Subsequent Events [Line Items] | |||||||
Exercised Warrants to purchase | 28,714,286 | ||||||
Reduced exercise price per ADS (in Dollars per share) | $ 0.485 |