Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Information Line Items | |
Entity Registrant Name | INSPIRA TECHNOLOGIES OXY B.H.N. LTD. |
Trading Symbol | IINN |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 11,338,940 |
Amendment Flag | false |
Entity Central Index Key | 0001837493 |
Entity Current Reporting Status | No |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Year Focus | 2022 |
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 File Number | 001-40303 |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Address Line One | 2 Ha-Tidhar St |
Entity Address, City or Town | Ra’anana |
Entity Address, Postal Zip Code | 4366504 |
Entity Address, Country | IL |
Title of 12(b) Security | Ordinary Shares, no par value |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Accounting Standard | International Financial Reporting Standards |
Auditor Name | Ziv Haft |
Auditor Firm ID | 1185 |
Auditor Location | Tel-Aviv, Israel |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 2 Ha-Tidhar St |
Entity Address, City or Town | Ra’anana |
Entity Address, Postal Zip Code | 4366504 |
Entity Address, Country | IL |
City Area Code | 972.4 |
Local Phone Number | 6230333 |
Contact Personnel Name | Dagi Ben-Noon |
Statements of Financial Positio
Statements of Financial Position - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 6,783 | $ 23,749 |
Deposits | 7,120 | |
Other current assets | 591 | 759 |
Total current assets | 14,494 | 24,508 |
Non-Current Assets: | ||
Right of use assets, net | 1,107 | 1,160 |
Property, plant and equipment, net | 411 | 202 |
Total non-current assets | 1,518 | 1,362 |
Total Assets | 16,012 | 25,870 |
Current Liabilities: | ||
Trade accounts payables | 150 | 93 |
Other accounts payables | 1,217 | 725 |
Lease liabilities | 329 | 281 |
Financial liabilities at fair value | 368 | 3,215 |
Total current liabilities | 2,064 | 4,314 |
Non-Current Liabilities: | ||
Lease liabilities | 728 | 900 |
Loan from the Israeli Innovation Authority | 398 | 302 |
Total non- current liabilities | 1,126 | 1,202 |
Shareholders’ Equity: | ||
Share capital and additional paid in capital | 53,814 | 48,935 |
Foreign exchange reserve | (1,928) | 210 |
Accumulated deficit | (39,064) | (28,791) |
Total Shareholders’ Equity | 12,822 | 20,354 |
Total liabilities and Shareholders’ Equity | $ 16,012 | $ 25,870 |
Statements of Comprehensive Los
Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [abstract] | |||
Research and development expenses | $ 8,054 | $ 3,909 | $ 3,873 |
Sales and marketing expenses | 1,325 | 1,951 | |
General and administrative expenses | 5,391 | 7,572 | 2,447 |
Other income | 51 | ||
Operating loss | 14,770 | 13,432 | 6,269 |
Finance expense | 181 | 3,524 | 959 |
Finance income | (4,678) | (1) | |
Loss before tax | 10,273 | 16,955 | 7,228 |
Taxes on income | |||
Total net loss | 10,273 | 16,955 | 7,228 |
Other comprehensive loss, net of tax: | |||
Exchange (losses)profits arising on translation to presentation currency | (2,138) | 845 | (599) |
Total comprehensive loss | $ 12,411 | $ 16,110 | $ 7,827 |
Weighted average number of ordinary shares (in Shares) | 10,794,594 | 5,306,225 | 1,967,790 |
Basic and diluted loss per share (in Dollars per share) | $ (0.95) | $ (3.2) | $ (3.67) |
Statements of Comprehensive L_2
Statements of Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [abstract] | |||
Basic and diluted loss per share (in Dollars per share) | $ (0.95) | $ (3.2) | $ (3.67) |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Equity - USD ($) $ in Thousands | Ordinary Share Capital | Adjustments arising from translating financial operation | Accumulated deficit | Additional Paid in Capital | Total | |
Balance at Dec. 31, 2019 | $ 3 | $ (36) | $ (4,608) | $ (4,641) | ||
Balance (in Shares) at Dec. 31, 2019 | 1,904,762 | |||||
Changes during the period: | ||||||
Net loss | (7,228) | (7,228) | ||||
Other comprehensive loss | (599) | (599) | ||||
Total comprehensive loss | (599) | (7,228) | (7,827) | |||
Share split | 215 | (215) | ||||
Share based compensation to exercise | 9 | (9) | ||||
Conversion of convertible loan to shares | $ 77 | 6,791 | 6,868 | |||
Conversion of convertible loan to shares (in Shares) | 756,333 | |||||
Share based compensation | 3,896 | 3,896 | ||||
Balance at Dec. 31, 2020 | $ 304 | (635) | (11,836) | 10,463 | (1,704) | |
Balance (in Shares) at Dec. 31, 2020 | 2,661,095 | |||||
Changes during the period: | ||||||
Net loss | (16,955) | (16,955) | ||||
Other comprehensive loss | 845 | 845 | ||||
Total comprehensive loss | 845 | (16,955) | (16,110) | |||
Par value cancellation | (304) | 304 | ||||
Initial Public Offering (“IPO”) | 9,852 | 9,852 | ||||
Initial Public Offering (“IPO”) (in Shares) | 2,931,472 | |||||
Conversion of financial liability | 10,041 | 10,041 | ||||
Conversion of financial liability (in Shares) | 2,113,905 | |||||
Tradable warrants exercise | 11,447 | 11,447 | ||||
Tradable warrants exercise (in Shares) | 1,705,000 | |||||
Share based compensation to exercise | [1] | |||||
Share based compensation to exercise (in Shares) | 24,631 | |||||
RSUs vesting | ||||||
RSUs vesting (in Shares) | 655,603 | |||||
Share based compensation | 6,828 | 6,828 | ||||
Balance at Dec. 31, 2021 | $ 48,935 | 210 | (28,791) | $ 48,935 | 20,354 | |
Balance (in Shares) at Dec. 31, 2021 | 10,091,706 | |||||
Changes during the period: | ||||||
Net loss | (10,273) | (10,273) | ||||
Other comprehensive loss | (2,138) | (2,138) | ||||
Total comprehensive loss | (2,138) | (10,273) | (12,411) | |||
Share based compensation to exercise | [1] | |||||
Share based compensation to exercise (in Shares) | 7,030 | |||||
RSUs vesting | ||||||
RSUs vesting (in Shares) | 1,240,204 | 3,707,542 | ||||
Share based compensation | $ 4,879 | $ 4,879 | ||||
Balance at Dec. 31, 2022 | $ 53,814 | $ (1,928) | $ (39,064) | $ 12,822 | ||
Balance (in Shares) at Dec. 31, 2022 | 11,338,940 | |||||
[1]Less than thousand dollars |
Statements of Cash Flow
Statements of Cash Flow - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOW FROM OPERATING ACTIVITIES: | |||
Net loss | $ (10,273) | $ (16,955) | $ (7,228) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation | 361 | 237 | 203 |
Exercise of warrants | 204 | ||
Share based compensation | 4,879 | 6,630 | 3,896 |
Revaluation of financial liabilities accounted at fair value | (2,592) | 2,313 | 689 |
Changes of financial liabilities - IPO non-cash expenses | 219 | ||
Change in connection to loan from the Israeli Innovation Authority | (180) | ||
Financial expenses | (459) | 92 | 12 |
Changes in operating assets and liability | |||
Decrease (increase) in other current assets | 29 | (468) | 10 |
Increase (decrease) in trade accounts payables | 71 | 87 | (70) |
Increase in other accounts payable | 604 | 148 | 408 |
Net cash used in operating activities | (7,380) | (7,877) | (1,876) |
CASH FLOW FROM INVESTING ACTIVITIES: | |||
Purchase of property, plant, and equipment | (304) | (176) | (23) |
Payment of deposit | 55 | (70) | (3) |
Change of deposit | (7,000) | ||
Net cash used in investing activities | (7,249) | (246) | (26) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Principal paid on lease liabilities | (399) | (199) | (176) |
Receipt of simple agreements for future equity (SAFE) and convertible loan | 7,208 | 2,157 | |
Receipt of IPO funds | 14,658 | ||
Receipt of warrants exercise funds, net from fees | 8,721 | ||
Loan from the Israeli Innovation Authority | 34 | 308 | |
Net cash provided by (used in) financing activities | (399) | 30,422 | 2,289 |
Net increase (decrease) in cash and cash equivalents | (15,028) | 22,299 | 387 |
Cash and cash equivalents at the beginning of the period | 23,749 | 496 | 96 |
Effects of exchange rate changes on cash and cash equivalents | (1,938) | 954 | 13 |
Cash and cash equivalents at the end of the period | 6,783 | 23,749 | 496 |
Conversion of convertible loans to equity | 10,041 | ||
Tradable warrants at the IPO date | (4,373) | ||
Tradable warrants financial liability at the IPO date | (234) | ||
Share based compensation – underwriters fees at the IPO date | 198 | ||
Warrants exercise to equity – financial liability | 656 | ||
Warrants exercise – allocation from liability to equity | 2,070 | ||
Total non cash transactions | 8,358 | ||
Interest paid | $ 37 | $ 6 | $ 45 |
General
General | 12 Months Ended |
Dec. 31, 2022 | |
General [Abstract] | |
GENERAL | NOTE 1 - GENERAL: 1. Inspira Technologies Oxy B.H.N. Ltd (formerly: Insense Medical Ltd.) (the “Company”) was incorporated in Israel and commenced its operations on February 27, 2018. The Company’s functional currency is the New Israeli Shekel (“NIS”). The Company operates in the medical technology industry in the field of respiratory support technology engaged in the research, development, manufacturing related activities, and go to market activities of proprietary products and technologies. The Company is developing the following products: (*)The INSPIRA ART (Augmented Respiratory Technology), which is a respiratory support technology targeted toward utilizing direct blood oxygenation to boost patient saturation levels within minutes while the patient is awake and spontaneously breathing. The aim is to reduce the need for invasive mechanical ventilation, with the potential to reduce risks, complications and high costs. (*) The HYLA blood sensor, which is a non-invasive optical blood sensor designed to perform real-time and continuous blood measurements, potentially minimizing the need to take actual blood samples from patients. (*)The ALICE Device, an advanced form of life support system better known by the medical industry as a cardiopulmonary bypass system is being designed for use in surgical procedures requiring cardiopulmonary bypass for six hours or less. 2. The Company’s products are in the development stage. The ALICE device and the INSPIRA ART has not yet been tested or used in humans and the Company’s products have not been approved by the U.S. Food and Drug Administration (the “FDA”). 3. On July 16, 2021, the Company completed its IPO on the Nasdaq Capital Market, whereby the Company sold 2,909,091 ordinary shares, no par value (the “Ordinary Shares”) and 3,345,455 tradable warrants (inclusive of 436,364 tradable warrants pursuant to the exercise of an overallotment option granted to the underwriters). The aggregate proceeds received by the Company from the IPO were approximately 14,490, after deducting underwriting discounts and commissions and additional offering costs totaled in approximately 1,543. On July 16, 2021, following the closing of the IPO, the Company issued 2,113,905 Ordinary Shares and 1,149,582 non-tradable warrants to investors and 16,587 non-tradeable warrants to brokers in connection with the conversion of Company’s previously issued financial liabilities at fair value. In October 2021, investors exercised 1,705,000 tradable warrants Company. The total proceeds received by the Company from this exercise were approximately 9,377. The Company paid fees of 7% in the amount of 656 according to the terms of a contract with a promoter in connection with the IPO for which the Company recorded a financial liability (note 8(3)). 4. The Company has not generated any revenue since its inception and the Company’s products are in the development stage. The Company’s operating loss for the years ended December 31, 2021 and 2022 were $13.4 million and $14.8 million, respectively and the Company’s net loss for the same period was $16.9 million and $10.3 million, respectively. As of December 31, 2022, the Company had an accumulated deficit of $39.1 million. The Company funds its operations through the proceeds of the IPO. The Company’s management intends to seek additional funding through public offerings, which will be utilized to fund product development and continue operations. The Company does not have any material financial obligations as of the balance date. The Company believes that it has sufficient resources to operate in the foreseeable future. 5. The Ukraine Conflict Although we do not currently conduct business in Russia and Ukraine, the escalation of geopolitical instability in Russia and Ukraine as well as currency fluctuations in the Russian Ruble has had a negative impact on worldwide markets. Such impact may negatively impact our supply chain, our operations and future growth prospects in that region. As a result of the crisis in Ukraine, both the U.S. and other countries have implemented sanctions against certain Russian individuals and entities. Our global operations expose us to risks that could adversely affect our business, financial condition, results of operations, cash flows or the market price of our securities, including the potential for increased tensions between Russia and other countries resulting from the current situation involving Russia and Ukraine, tariffs, economic sanctions and import-export restrictions imposed, and retaliatory actions, as well as the potential negative impact on our potential business and sales in the region. Current geopolitical instability in Russia and Ukraine and related sanctions by the U.S. and other governments against certain companies and individuals may hinder our ability to conduct business with potential customers and vendors in these countries. 6. These financial statements were authorized by the board of directors on March 28, 2023. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SIGNIFICANT ACCOUNTING POLICIES: New standards, interpretations and amendments not yet effective. There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Company has decided not to adopt early. In January 2020, the IASB issued amendments to IAS 1, which clarify the criteria used to determine whether liabilities are classified as current or non-current. These amendments clarify that current or non-current classification is based on whether an entity has a right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. The amendments also clarify that ’settlement’ includes the transfer of cash, goods, services, or equity instruments unless the obligation to transfer equity instruments arises from a conversion feature classified as an equity instrument separately from the liability component of a compound financial instrument. The amendments were originally effective for annual reporting periods beginning on or after 1 January 2022. However, in May 2020, the effective date was deferred to annual reporting periods beginning on or after 1 January 2023. In its June 2021 meeting, the IASB tentatively decided to amend the requirements of IAS 1 with respect to the classification of liabilities subject to conditions and disclosure of information about such conditions and to defer the effective date of the 2020 amendment by at least one year. The Company is currently assessing the impact of these new accounting standards and amendments. The Company will assess the impact of the final amendments to IAS 1 on classification of its liabilities once the those are issued by the IASB. The Company does not believe that the amendments to IAS 1, in its present form, will have a significant impact on the classification of its liabilities. The Company does not expect any other standards issued by the IASB, but not yet effective, to have a material impact on the Company. Basis of preparation Use of estimates and assumptions in the preparation of the financial statements The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. See also Note 3. Cash and cash equivalents Cash equivalents are considered by the Company to be highly-liquid investments, including, short-term deposits with banks, the maturity of which does not exceed three months at the time of deposit and which are not restricted. Loss per share Basic and diluted loss per share is calculated as net loss attributed to the Company, divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted (loss) earnings per share is determined by adjusting the earnings or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of dilutive instruments, which includes stock options, as if their dilutive effect was at the beginning of the period. The calculation of the diluted number of common shares assumes that proceeds received from the exercise of “in-the- money” stock options and common share purchase warrants are used to purchase common shares of the Company at their average market price for the period. In periods that the Company reports a net loss, any stock options or warrants outstanding are excluded from the calculation of diluted loss per share as their inclusion would be anti-dilutive. Functional and foreign currency The Company’s functional currency is NIS. However, the presentation currency is the U.S. dollar (“USD”). Transactions and balances are converted into USD in accordance with the principles set forth by International Accounting Standard (IAS) 21 “The Effects of Changes in Foreign Exchange Rates.” Accordingly, transactions and balances have been converted as follows: ● Assets and liability items were reported at closing rate of exchange at the statements of financial position date. ● Other comprehensive income items were reported at annual average rate of exchange at the statements of financial position date. ● Share capital, capital reserve and other capital movement items were at rate of exchange as of the date of recognition of those items. ● Accumulated deficit was based on the opening balance for the beginning of the reporting period in addition to the movements mentioned above. ● Rate of exchange rate differentials created was recognized in other comprehensive income and accumulated in equity. Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: A. In the principal market for the asset or liability, or B. In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Company in order to measure an asset or liability by its fair value. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. When there are no quoted prices in active markets for identical assets or liabilities, the Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. Classification by fair value hierarchy Assets and liabilities measured in the statement of financial position at fair value are grouped into classes with similar characteristics using the following fair value hierarchy which is determined based on the source of input used in measuring fair value: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable either directly or indirectly. Level 3 - Inputs that are not based on observable market data (valuation techniques that use inputs that are not based on observable market data). Financial instruments 1. Financial assets The Company classifies its financial assets into the following category, based on the business model for managing the financial asset and its contractual cash flow characteristics. The Company’s accounting policy for the relevant category is as follows: Amortized cost: other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognized at fair value including direct transaction costs and are subsequently carried at amortized cost using the effective interest rate method, less provision for impairment. 2. Financial Liabilities The Company classifies its financial liabilities, including trade accounts payable and other accounts payable, which are initially recognized at fair value and subsequently carried at amortized cost using the effective interest method. The financial liabilities at fair value (see also Notes 8 and 19) are measured at fair value through profit or loss. 3. De-recognition ● Financial assets - The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the rights to receive the contractual cash flows. ● Financial Liabilities - The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. 4. Impairment of financial assets The Company does not have any assets which require a recognition of expected credit losses (“ECL”). Cash and cash equivalents are subject to the impairment requirements of IFRS 9, the Company did not identify impairment for the cash and cash equivalent. Property, plant, and equipment Items of property, plant and equipment are initially recognized at cost including directly attributable costs. Depreciation is calculated on a straight-line basis, over the useful lives of the assets at annual rates as follows: Annual depreciation rate (%) Computers 33 Development equipment 20 Furniture and office equipment 6-15 Leasehold Improvements 10 Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to statement of the comprehensive loss during the reporting period in which they are incurred. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is higher than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in statement of the comprehensive loss. Impairment of non-financial assets Non-financial assets are subject to impairment test whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of the non-financial asset exceeds its recoverable amount (i.e., the higher of value in use and fair value less costs to dispose), the asset is written down and impairment charge is recognized accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s cash-generating unit (i.e., the smallest group of assets to which the asset belongs that generates cash inflow that is largely independent of cash inflows from other assets). An impairment loss allocated to an asset, is reversed only if there have been changes in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. Reversal of an impairment loss, as above, is limited to the lower of the carrying amount of the asset that would have been determined (net of depreciation or amortization) had no impairment loss been recognized for the asset in prior years and the asset’s recoverable amount. After an impairment of non-financial asset is recognized, the Company examines at each reporting date whether there are indications that the impairment which was recognized in the past no longer exists or should be reduced. The reversal of impairment loss of an asset is recognized in statement of the comprehensive loss. Impairment charges are included in general and administrative expenses in the statement of the comprehensive loss. During the years ended December 31, 2022 and 2021, no impairment charges of non-financial assets were recognized. Research and development costs Expenditure on research activities is recognized in statement of the comprehensive loss as incurred. Development expenditures is recognized as an intangible asset when the Company can demonstrate: ● The product is technically and commercially feasible. ● The Company intends to complete the product so that it will be available for use or sale. ● The Company has the ability to use the product or sell it. ● The Company has the technical, financial and other resources to complete the development and to use or sell the product. ● The Company can demonstrate that the product will generate future economic benefits. ● The Company is able to measure reliably the expenditure attributable to the product during the development. During the years ended December 31, 2021 and 2022, the Company’s research and development costs were not capitalized as they did not meet the criteria set forth in IAS 38. Segment reporting An operating segment is a component of the Company which fulfills the following criteria: 1. It is engaged in business operations from which it may derive income, and with respect to which it may bear expenses. 2. Its operating results are reviewed on a regular basis by the Company’s chief operational decision maker, in order to reach decisions regarding the resources allocated to it, and in order to assess its performance. 3. Separate financial information is available for the above. The Company concluded that it has one operating segment. Share based payment The Company measures the share based expense and the cost of equity-settled transactions with employees and service providers by reference to the fair value of the equity instruments at the date at which they are granted. Options The fair value is determined using an accepted options pricing model. The model is based on share price, grant date and on assumptions regarding expected volatility, expected life of the options, expected dividend, and a no risk interest rate. The options were granted before the Company became public and had no quoted price per share from a trading market. The Company selected the Black-Scholes model as the Company’s option pricing model to estimate the fair value of the Company’s options awards. The option-pricing model requires a number of assumptions: Expected dividend yield Volatility Risk free interest rate Contractual term Restricted Share Units (“RSUs”) The granted options are settled in equity instruments and not in cash. The fair value of the options at the date of grant is charged to the statement of comprehensive loss over the vesting period. Non-market vesting conditions are considered by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied. Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the statement of comprehensive loss over the remaining vesting period. Government grants The Israel Innovation Authority (“IIA”) provided government grants to the Company for certain research and development activities. The Company may be required to pay royalties to the IIA in the future if it generates sales from the related research and development activity. The grant was recognized as a liability in the financial statements. When the loan bears a below-market rate of interest, the liability is recognized at its fair value in accordance with the market interest rate prevailing at the time of receiving the grant. The difference between the consideration received and the liability recognized at inception was treated as a government grant and recognized as a reimbursement of research expenses. The repayment of the liability to the state is reviewed every reporting period, with changes in the liability resulting from a change in the expected royalties recognized in profit or loss. Current taxes The current tax liability is measured using the tax rates and tax laws that have been enacted or substantively enacted by the reporting date as well as adjustments required in connection with the tax liability in respect of previous years. The Company has no tax liability due to its carry forward losses. Deferred tax Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the estimated timing and level of future taxable profits together with future tax planning strategies. Deferred taxes are recognized in respect of temporary differences between the carrying amounts of assets and liabilities in the financial statements and the amounts attributable for tax purposes. Deferred taxes are measured at the tax rates that are expected to apply in the period when the temporary differences are reversed based on tax laws that have been enacted or substantively enacted at the end of the reporting period. Deferred taxes are recognized in profit or loss, except when they relate to items recognized in other comprehensive income or directly in equity. Deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is not probable that they will be utilized. In addition, temporary differences (such as carry forward losses) for which deferred tax assets have not been recognized are reassessed and deferred tax assets are recognized to the extent that their recoverability is probable. Any resulting reduction or reversal is recognized on “income tax” within the statement of comprehensive income. All deferred tax assets and liabilities are presented in the statement of financial position as non-current items, respectively. Deferred taxes are offset in the statement of financial position if there is a legally enforceable right to offset a current tax asset against a current tax liability and the deferred taxes relate to the same taxpayer and the same taxation authority. Employee benefits The Company has several employee benefit plans for Israeli employees: 1. Short-term employee benefits: Short-term employee benefits include salaries, paid annual leave, paid sick leave, recreation and social security contributions, which are recognized as expenses as the services are rendered. A liability in respect of a cash bonus or a profit-sharing plan is recognized when the Company has a legal or constructive obligation to make such payment as a result of past service rendered by an employee and a reliable estimate of the amount can be made. 2. Post-employment benefits: The plans are normally financed by contributions to insurance companies and classified as defined contribution plans. The Company has contributed for all of its employees’ contribution plans pursuant to Section 14 to the Severance Pay Law since 2018 under which the Company pays fixed contributions and will not have any legal or constructive obligation to pay further contributions if the fund does not hold sufficient amounts to pay all employee benefits relating to employee service in the current and prior periods. |
Critical Accounting Estimates a
Critical Accounting Estimates and Judgements | 12 Months Ended |
Dec. 31, 2022 | |
Critical Accounting Estimates and Judgements [Abstract] | |
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS | NOTE 3 - CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS: Share based payments The fair value of share options was estimated by using a Black Scholes model approach, which was aimed to model the value of the Company’s equity over time. A change of the estimation can cause to recognition or reversal of share based compensation expenses. Financial liabilities at fair value The fair value of financial liabilities at fair value was estimated by using a Black Scholes model and Monte-Carlo simulation approach, which was aimed to model the value of the Company’s assets over time. The simulation approach was designed to take into account the terms and conditions financial liability, which are described in Note 8 and Note 20, as well as the capital structure of the Company and the volatility of its assets. The valuation was performed based on management’s assumptions and projections. Determination of lease incremental borrowing rate The Company measures the incremental borrowing rate by analyzing similar borrowing that could be obtained from an independent valuation under comparable terms and conditions. A change of the estimation can cause to an increase or decrease in the measurement of a right-of-use asset and lease liability. |
Deposits
Deposits | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Deposits [Abstract] | |
DEPOSITS | NOTE 4 – DEPOSITS The deposits are three short-term bank deposits with maturities of more than three months but less than one year. The deposits are in dollars and bear annual interest. On May 10, 2022, the Company deposited 2,000 with an annual interest rate of 3.02% for a period of 9 months. As of December 31, 2022, the value of the deposit is 2,039. On August 11, 2022, the Company deposited 2,000 with an annual interest rate of 4.39% for a period of 12 months. As of December 31, 2022, the value of the deposit is 2,034. On August 24, 2022, the Company deposited 3,000 with an annual interest rate of 4.47% for a period of 9 months. As of December 31, 2022, the value of the deposit is 3,047. As of December 31, 2022 total deposits amounted to 7,120. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Other Current Assets Text Block [Abstract] | |
OTHER CURRENT ASSETS | NOTE 5 - OTHER CURRENT ASSETS: December 31, December 31, Prepaid expenses 256 426 Institutions 276 210 Restricted Cash 56 120 Others 3 3 Total 591 759 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Property Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6 - PROPERTY AND EQUIPMENT, NET: For the year ended December 31, 2022: Computers Leasehold Development Furniture Total Cost At January 1, 2022 84 7 64 81 236 Additions 43 30 191 40 304 Exchange rate deference (6 ) (4 ) (26 ) (5 ) (41 ) At December 31, 2022 121 33 229 116 499 Accumulated depreciation At January 1, 2022 22 1 8 3 34 Depreciation 33 3 19 6 61 Exchange rate deference (4 ) - (2 ) (1 ) (7 ) At December 31, 2022 51 4 25 8 88 Net book value: As of December 31, 2022 70 29 204 108 411 * Less than thousand dollars For the year ended December 31, 2021: Computers Leasehold Development Furniture Total Cost At January 1, 2021 22 7 6 19 54 Additions 62 0 58 62 182 At December 31, 2021 84 7 64 81 236 Accumulated depreciation At January 1, 2021 7 * 1 1 9 Depreciation 15 1 7 2 25 At December 31, 2021 22 1 8 3 34 Net book value: As of December 31, 2021 62 6 56 78 202 * Less than one thousand dollars |
Other Accounts Payable
Other Accounts Payable | 12 Months Ended |
Dec. 31, 2022 | |
Other Accounts Payable [Abstract] | |
OTHER ACCOUNTS PAYABLE | NOTE 7 - OTHER ACCOUNTS PAYABLE: December 31, December 31, Employees salaries and related liabilities 396 339 Related parties 332 275 Accrued expenses 470 82 Other 19 29 Total 1,217 725 |
Liability in Respect of Governm
Liability in Respect of Government Grants | 12 Months Ended |
Dec. 31, 2022 | |
Liability in Respect of Government Grants [Abstract] | |
LIABILITY IN RESPECT OF GOVERNMENT GRANTS | NOTE 8 - LIABILITY IN RESPECT OF GOVERNMENT GRANTS: The Company received the approval of the IIA for its participation in certain development expenses carried out by the Company, within the framework of determined budgets and time periods. The total amount the Company received during 2020 and 2021 was 800 (NIS 2,722,628). In accordance with its commitment, the Company is obliged to pay the IIA royalties of 3% of sales, constituting the revenues derived from sales of the Company’s ART system that was financed by the IIA, up to the total amount of the grant actually received, all linked to the exchange rate of the USD and bears an annual interest linked to the LIBOR. Therefore, the total amount of the grants that will be repaid through royalties and will increase until repayments begin. The difference between the consideration received and the liability recognized at inception (present value) was treated as a government grant according to IAS 20 and recognized as a reimbursement of research expenses. December 31, December 31, At January 1, 2022 302 372 Amounts received during the year, non- capitalized - 107 Exchange rate differences (41 ) 10 Amounts recognized as an offset from research and development expenses - (255 ) Revaluation of the liability 137 68 As of December 31, 2022 398 302 |
Finacial Liabilities at Fair Va
Finacial Liabilities at Fair Value | 12 Months Ended |
Dec. 31, 2022 | |
Finacial Liabilities at fair value [Abstract] | |
FINACIAL LIABILITIES AT FAIR VALUE | NOTE 9 - FINACIAL LIABILITIES AT FAIR VALUE: December 31, 2022 December 31, Non-tradable warrants (1) 3 196 Non-tradable warrants, SAFE and CLA (2) 35 1,393 Tradable warrants (3) 304 1,493 Financial liability (4) 26 133 Total 368 3,215 1. Non Tradable Warrants As part of an agreement signed in 2019, the convertible loan investors received, upon conversion in 2020 756,333 Ordinary Shares and non-tradable warrants to purchase an additional 169,019 ordinary shares upon consummation of an IPO on the Nasdaq. The warrants will be converted into Ordinary Shares of the Company at an exercise price equal to the initial public offering price which was $5.5 and are exercisable for three years after the IPO. The warrants were designated to be measured at fair value through profit or loss. On July 2021, as part of the IPO, the investors received the specified warrants. As of December 31, 2022 the fair value of the warrants was 3. 2. Non-tradable warrants, SAFE and Convertible Loan Investors On July 16, 2021, following the IPO, the Company issued 2,113,905 Ordinary Shares, 1,149,582 non-tradable warrants to investors and 16,587 non-tradeable warrants to brokers in connection with the conversion of Company’s convertible loan and SAFE according to its terms. The fair value of the shares was classified as equity with total value of 10,041 at the conversion date. The non-tradable warrants were designated to be measured at fair value through profit or loss. The non-tradable warrants fair value as of December 31, 2022 is 35. 3. Tradable warrants The Company sold 3,345,455 tradable warrants in the IPO. The tradable warrants have an exercise price of $5.5 and they are exercisable for five years after the initial public offering date. In October 2021, investors exercised 1,705,000 tradable warrants whereby the Company issued 1,705,000 Ordinary Shares to such investors. The total proceeds received by the Company from this exercise were approximately 9,377. The net proceeds after fees deducting were approximately 8,721. As of December 31, 2022, the Company has 1,640,455 tradable warrants. The tradable warrants were designated to be measured at fair value through profit or loss. The tradable warrants fair value as of December 31, 2022 is 304. 4. Financial Liability Financial liability to pay 7% fees on the fundings that will be received from exercises of tradable warrants. Financial liability was designated to be measured at fair value through profit or loss. The Financial liability fair value as of December 31, 2022 is 26. |
Equity (Defict)
Equity (Defict) | 12 Months Ended |
Dec. 31, 2022 | |
Equity (Defict) [Abstract] | |
EQUITY (DEFICT) | NOTE 10 - EQUITY (DEFICT): A. Share capital: Number of shares as of Number of shares as of December 31, 2022 December 31, 2021 Authorized Issued and outstanding Authorized Issued and outstanding Ordinary shares 100,000,000 11,338,940 100,000,000 10,091,706 Since the Company’s incorporation in February 2018 and before the IPO, the Company issued the following Ordinary Shares: (i) an aggregate of 27,566 Ordinary Shares for no consideration to the Company’s founders and certain advisors; (ii) 1,877,196 Ordinary Shares as bonus shares for no consideration to existing shareholders; (iii) an aggregate of 756,333 Ordinary Shares investors. See Note 8(1). On March 18, 2021, the Company’s shareholders approved a 12.5 to 1 reverse split of all shares (issued and unissued) on the basis that every 12.5 Ordinary Shares in the capital of the Company be consolidated into 1 Ordinary Share, such that the authorized share capital of the Company following such consolidation is NIS 310,000,000 divided into 24,800,000 Ordinary Shares. On June 1, 2021, the Company’s shareholders approved an amendment to the structure of the Company’s share capital (both authorized and issued) by cancelling the par value in addition to implementing an additional reverse split at a ratio of 2.94 to 1, pursuant to which holders of our Ordinary Shares received one Ordinary Share for every 2.94 Ordinary Shares held. On June 1, 2021, the Company’s shareholders approved an amendment to the structure of the Company’s share capital (both authorized and issued) by cancelling the par value of the Company’s shares such that each Ordinary Share with par value of NIS 0.125 will become one Ordinary Share with no par value. The authorized share capital of the Company following the reverse stock split is NIS 310,000,000 divided into 8,435,375 Ordinary Shares, with no par value. On June 1, 2021, the Company’s shareholders approved an increase in the authorized share capital of the Company to 15,000,000 Ordinary Shares of no par value. On July 16, 2021, the Company completed its IPO on Nasdaq Capital Market whereby the Company sold 2,909,091 Ordinary Shares and 3,345,455 tradable warrants (inclusive of 436,364 tradable warrants pursuant to the exercise of an overallotment option granted to the underwriters). Following the IPO, the Company issued 2,113,905 Ordinary Shares and 1,149,582 non-tradable warrants to investors and 16,587 non-tradeable warrants to brokers in connection with the conversion of Company’s previously issued financial liabilities, see note 8(2). The aggregate proceeds received by the Company from the IPO were approximately 14,490, after deducting underwriting discounts and commissions and additional offering direct costs totaled in approximately 1,543. The gross proceeds were 16,033. Total non-cash direct expenses in IPO were as following: (i) fair value of 436,364 tradable warrants that were granted to underwriters totaled 589; (ii) The Company issued 145,455 non-tradable warrants as underwriters fees; the warrants will be converted into Ordinary Shares of the Company at an exercise price equal to 125% of the initial public offering price and be exercisable for three years after the initial public offering. As of the date of the IPO, the tradable warrants fair value was 264; and (iii) the Company agreed to pay to a promoter 7% of the proceeds from the exercise of tradable warrants. The payment was measured according to IFRS 2 at the grant date. As of the IPO date, the fair value of the financial liability was 310. Total non-cash expenses were 1,163. In addition, the Company had non-direct expenses as following: (i) cash expenses amounted to 722 and (i) non-cash expenses amounted to 123 (22,382 Ordinary Shares issued to service providers). Total IPO expanse direct and non direct, cash and non-cash were: 3,551. Total IPO expenses allocated to the profit and loss were 1,265. Total IPO expenses deducted from the equity were 2,286. During the year 2021 the Company issued an aggregate amount of 655,601 Ordinary Shares in connection to vested RSUs and additional 24,631 Ordinary Shares in connection to options exercise. On December 17, 2021, the Company’s shareholders approved an increase in the authorized share capital of the Company to 100,000,000 Ordinary Shares of no-par value. During the year ended December 31 2022, the Company issued an aggregate amount of 1,240,204 Ordinary Shares in connection to vested RSUs and an additional 7,030 Ordinary Shares in connection to option exercises. B. Loss per share: Loss per share has been calculated using the weighted average number of shares in issue during the relevant financial periods, the weighted average number of equity shares in issue and profit for the period as follows: Year ended Year ended Year ended Loss for the period 10,273 16,955 7,228 Total number of Ordinary Shares 11,338,940 10,091,706 2,661,095 Weighted average number of Ordinary Shares 10,794,594 5,306,225 1,967,790 Basic and diluted loss per share (0.95 ) (3.2 ) (3.67 ) |
Research and Development Expens
Research and Development Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development Expenses [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES | NOTE 11 - RESEARCH AND DEVELOPMENT EXPENSES: Year ended Year ended Year ended Share based payment 2,311 1,768 2,230 Salary and related expenses 3,332 1,533 1,237 Subcontractors 929 496 125 Materials and related expenses 1,094 204 440 Depreciation 238 134 196 IIA participation - (255 ) (383 ) Other 150 29 28 Total 8,054 3,909 3,873 |
Sales and Marketing Expenses
Sales and Marketing Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Sales and Marketing Expenses [Abstract] | |
SALES AND MARKETING EXPENSES: | NOTE 12 - SALES AND MARKETING EXPENSES: Year ended Year ended Year ended Share based payment 501 1,186 - Salary and related expenses 287 220 - Professionals’ fees 521 520 - Other 16 25 - 1,325 1,951 - |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of General and Administrative Expense [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 13 - GENERAL AND ADMINISTRATIVE EXPENSES: Year ended Year ended Year ended Share based payment 1,093 2,581 818 Professional fees 1,522 1,390 154 Related NASDAQ IPO expenses - 1,265 1,235 Director’s fees and share based compensation 1,113 1,142 - Salary and related expenses 723 545 140 Insurance expenses 565 363 - Office maintenance 103 91 77 Depreciation 123 84 7 Travel abroad 106 65 12 Others 43 46 4 Total 5,391 7,572 2,447 |
Financial (Income) and Expenses
Financial (Income) and Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Financial (Income) and Expenses [Abstract] | |
FINANCIAL (INCOME) AND EXPENSES | NOTE 14 – FINANCIAL (INCOME) AND EXPENSES: Income Year ended Year ended Year ended Revaluation of financial liabilities at fair value through profit or loss (2,592 ) - - Foreign currency transaction income (1,774 ) - - Interest on deposits (308 ) (1 ) - Others (4 ) - - Total (4,678 ) (1 ) - Expenses Year ended Year ended Year ended Revaluation of financial liabilities at fair value through profit or loss - 2,183 893 Foreign currency transaction loss, net - 1,186 - Revaluation of liability in respect of government grants 138 69 40 Finance expense in respect of lease liability 37 6 5 Others 6 80 21 Total 181 3,524 959 |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2022 | |
Taxes on income [Abstract] | |
TAXES ON INCOME | NOTE 15 - TAXES ON INCOME: Taxes on income: Israeli corporate tax rate was 23% in 2022 and 2021. Net operating losses carry forwards As of December 31, 2022, the Company has carried forward tax losses of approximately 11,540, which may be carried forward and offset against taxable income for an indefinite period in the future. The Company did not recognize deferred tax assets relating to carry forward losses in the financial statements because their utilization in the foreseeable future is not probable. As of December 31, 2022, the Company has temporary differences of 2,838 for which no deferred tax asset was recognized. Theoretical tax: Year ended Year ended Year ended Loss before taxation (10,273 ) (16,955 ) (7,228 ) Theoretical tax credit at applicable statutory rate: 23% (2,363 ) (3,900 ) (1,662 ) Non-allowable expenses (1,804 ) (2,070 ) 4,733 Temporary differences and tax losses for which no Deferred Tax Asset is recognized (559 ) (1,830 ) (3,071 ) Income tax benefit - - - |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 16 - LEASES: The Company has lease contracts for office facilities and vehicles used in its operations. Leases of vehicles generally have lease terms up to three years. The Company leases vehicles for three-year periods from several different leasing companies and from time to time changes the number of leased vehicles according to its current needs. The leased vehicles are used by the Company’s management, and other employees whose employment agreements include an obligation of the Company to put a vehicle at their disposal. The Company accounted for the arrangement between it and the leasing companies as a lease arrangement in the scope of IFRS 16 and for the arrangement between it and its employees as an arrangement in the scope of IAS 19, Employee Benefits. The agreements with the leasing companies do not contain extension and/or termination options that the Company is reasonably certain to exercise. A lease liability in the amount of 281 and right-of-use asset in the amount of 345 have been recognized in the statement of financial position as of December 31, 2022 in respect of leases of vehicles. The Company leases offices in Ra’anana are for a period of 69 months. The contractual period of the aforesaid lease agreement ends in August 2027. The Company has an option to terminate the contract after 45 months with a penalty in amount of NIS 500,000 that will be diminish in NIS 30,000 in each month from the 45 th A lease liability in the amount of 776 and right-of-use asset in the amount of 762 have been recognized in the statement of financial position as of December 31, 2022 in respect of leases of offices. Set out below are the carrying amounts of right-of-use assets recognized and the movements during the period: Office facility Vehicles Total At January 1, 2022 1,047 113 1,160 Additions - 416 416 Exchange rate differences (114 ) (26 ) (140 ) Disposals - (29 ) (29 ) Depreciation expense (171 ) (129 ) (300 ) As of December 31, 2022 762 345 1,107 Set out below are the carrying amounts of lease liabilities and the movements during the period: 2022 2021 2020 At January 1, 2022 1,181 275 153 Additions 367 1,176 273 Accretion of interest - - 5 Financial expenses 24 - (5 ) Exchange rate differences (138 ) 43 20 Disposals (27 ) (99 ) - Payment (350 ) (214 ) (171 ) As of December 31, 2022 1,057 1,181 275 The following are the amounts recognized in profit or loss: Year ended Year ended Year ended Depreciation expense of right-of-use assets 300 196 196 Interest expense on lease liabilities - - 5 Total amount recognized in profit or loss 300 196 201 The Company had total cash outflows for leases of 350 in 2022 and 214 in 2021. The Company also had non-cash additions to right-of-use assets and lease liabilities of 416 in 2022 and 1,176 in 2021. |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share Based Payment [Abstract] | |
SHARE BASED COMPENSATION | NOTE 17 - SHARE BASED PAYMENT: In December 2019, the Company established a share option plan (the “Plan”). Under the Plan, total of 602,989 options were granted until December 31, 2022. As of December 31, 2022, a total of 500,772 options to subscribe Ordinary Shares that have been granted to employees, consultants and directors are outstanding. On April 20, 2020 a total of 478,747 options to subscribe Ordinary Shares have been granted to employees and consultants. The exercise price per share to 123,719 and 355,029 options was USD 0.0029 (AUD 0.052) and USD 2.67 (AUD 4.2), respectively. The vesting period is up to 3 years from the grant date, according to the various vesting periods: from an immediate one and up to 3 years. Contractual life of the options under the Plan is 10 years. The options were granted under section 102 of the Israeli Tax Ordinance which enables the employee to pay 25% of capital gain tax upon exercise. In October 2020, 73,380 options were canceled. On December 17, 2020, the Israeli Taxes Authority (ITA) approved a ruling request from the Company for a tax-free amendment of the commercial terms of the outstanding options, including (i) a reduction of the exercise price to NIS 0.37 per share, and (ii) a shortening of the vesting schedules. The Company implemented IFRS 2-Share based payment on options terms change. On December 20, 2020, the board of directors granted a total of 56,653 options to subscribe Ordinary Shares to employees and consultants. The vesting period is up to 3 years from the grant date. The exercise price per share was NIS 0.37. Contractual life of the options under the Plan is 10 years. The options were granted under section 102 of the Israeli Tax Ordinance which enables the employee to pay 25% of capital gain tax upon exercise. On February 21, 2021, the Company’s board of directors approved a grant of 13,605 non-tradable shares options which are exercisable to 13,605 Ordinary shares to employees and a total of 21,768 share options which are exercisable to 21,768 Ordinary Shares to consultants. The vesting period is three years commencing on the grant date. The exercise price per share was NIS 0.37($0.12). The contractual life of the options under the Plan is ten years. The options to employees were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise. On March 16, 2021, the Company’s board of directors approved a grant of 81,633 non-tradable shares options to a director, which are exercisable to 81,633 Ordinary Shares. The share options vesting period is up to three years from the grant date. The exercise price per share was NIS 0.37 ($0.12). The contractual life of the options under the Plan is ten years. The options were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise. On August 12, 2021, the Company’s board of directors resolved to increase the pool of options available under the Plan to 25% of the Company’s equity, on a fully diluted basis. As a result of the increase, the number of authorized Ordinary Shares available pursuant the Plan was 4,180,898. On November 2, 2021, the Company’s board of directors approved a grant of 2,658,188 RSUs to employees and officers. The RSUs represents the right to receive Ordinary Shares at a future time and vest over a period of three years. The RSUs were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise. On November 2, 2021, the Company’s board of directors approved a grant of 10,000 RSUs to the Company’s advisory board. The RSUs represents the right to receive Ordinary Shares at a future time and vest over a period of three years. On March 24, 2022, the Company’s board of directors approved a grant of 536,141 RSUs to employees and a grant of 22,500 RSUs to the Company’s advisory board members and an additional consultant. The RSUs represent the right to receive Ordinary Shares at a future time. 555,500 of the RSUs in this grant, vest over a period of three years, with a 1-year cliff period, and 3,141 RSUs vested immediately on the grant date. The RSUs to employees were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise. On March 24, 2022, the Company’s board of directors approved a grant of 29,400 Ordinary Shares options to medical board members, which are exercisable to 29,400 Ordinary Shares. The share options vesting period is up to three years from the grant date. The exercise price per share was NIS 10.84 ($3.08). The contractual life of the options under the Plan is ten years. On April 6, 2022, the Company’s board of directors approved a grant of 285,713 fully vested RSUs to an officer. The RSUs represent the right to receive Ordinary Shares. The RSUs were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise. On May 19, 2022, the Company’s board of directors approved a grant of 30,000 RSUs to an employee. The RSUs represent the right to receive Ordinary Shares at a future time and vest over a period of three years, with a 1-year cliff period, commencing on the grant date. The RSUs were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise. On November 22, 2022, the Company’s board of directors approved a grant of 165,000 RSUs to employees. The RSUs represent the right to receive Ordinary Shares at a future time and vest over a period of three years, with a 1-year cliff period, commencing on the grant date. The RSUs were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise. The fair value of all granted options was estimated by using the Black Scholes model, which was aimed to model the value of the Company’s assets over time. The simulation approach was designed to take into account the terms and conditions of the share options, as well as the capital structure of the Company and the volatility of its assets, on the date of grant based on certain assumptions. Those conditions are, among others: (i) The expected volatility is between 50%-52.4% (ii) The dividend rate 0%; and (iii) Expected term – three years. The valuation was completed with the assistance of an independent valuator based on management’s assumptions. During the year ended December 31, 2022, the Company recorded share based payment expenses to employees, directors and subcontractors in the amount of 4,879. The options to services providers and advisers outstanding as of December 31, 2022, as follows: Year ended Number of Weighted Outstanding at beginning of year 87,833 0.37 Granted 29,400 10.84 Exercised (2,721 ) 0.37 Forfeited - - Outstanding as of December 31, 2022 114,512 3.058 Exercisable options 82,257 0.71 During the year ended December 31, 2022, the Company recorded share based payment expenses of option to services providers and advisers in the amount of 54. The RSUs to services providers and advisers outstanding as of December 31, 2022 as follows: Number of RSUs Outstanding at beginning of year 10,000 Granted 22,500 Vested (14,234 ) Outstanding as of December 31, 2022 18,266 Vested as of December 31, 2022 14,234 During the year ended December 31, 2022, the Company recorded share based payment expenses of RSUs to services providers and advisers in the amount of 33. The options to employees and directors outstanding as of December 31, 2022, as follows: Year ended Number of options Weighted average Exercise price NIS Outstanding at beginning of year 448,120 0.37 Exercised 4,309 0.37 Forfeited ( 57,551 ) 0.37 Outstanding as of December 31, 2022 386,260 0.37 Exercisable options 342,757 0.37 During the year ended December 31, 2022, the Company recorded share based payment expenses of options to employees and directors in the amount of 174 The RSUs to employees and directors outstanding as of December 31, 2022, as follows: Number of RSUs Outstanding at beginning of year 2,002,587 Granted 1,016,854 Forfeited (65,626 ) Vested (1,225,973 ) Outstanding as of December 31, 2022 1,727,842 Vested as of December 31, 2022 1,881,574 During the year ended December 31, 2022, the Company recorded share based payment expenses of RSUs to employees and directors in the amount of 4,618. The options to services providers and advisers outstanding as of December 31, 2021, as follows: Year ended Number of Weighted Outstanding at beginning of year 165,987 0.37 Reclassified to employees and directors (71,260 ) 0.37 Granted 16,326 0.37 Exercised (20,086 ) 0.37 Forfeited (3,134 ) 0.37 Outstanding as of December 31, 2021 87,833 0.37 Exercisable options 62,715 0.37 The RSUs to services providers and advisers outstanding as of December 31, 2021, as follows: Number of RSUs Outstanding at beginning of year - Granted 10,000 Outstanding as of December 31, 2021 10,000 Exercisable RSUs - The options to employees and directors outstanding as of December 31, 2021, as follows: Year ended Number of options Weighted average Exercise price NIS Outstanding at beginning of year 296,038 0.37 Reclassified to employees and directors 71,260 0.37 Granted 95,238 0.37 Exercised (4,544 ) 0.37 Forfeited (9,872 ) 0.37 Outstanding as of December 31, 2021 448,120 0.37 Exercisable options 347,069 0.37 The restricted shares units to employees and directors outstanding as of December 31, 2021, as follows: Number of RSUs Outstanding at beginning of year - Granted 2,658,188 Vested (655,601 ) Outstanding as of December 31, 2021 2,002,587 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 18 - RELATED PARTIES: The following transactions arose with related parties: Transactions and balances with related parties : 1. Shareholders and other related parties’ benefits December 31, December 31, December 31, Salary and related expenses – officers and directors 1,923 1,042 795 Share based payment – officers and directors 3,745 5,876 1,805 2. Balances with related parties Name Nature of transaction December 31, December 31, Officers Salaries and related (292 ) (317 ) Directors Compensation for directors (40 ) (57 ) |
Financial Instruments and Risk
Financial Instruments and Risk Management | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments and Risk Management [Abstract] | |
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | NOTE 19 - FINANCIAL INSTRUMENTS AND RISK MANAGEMENT: The Company is exposed to a variety of financial risks, which result from its financing, operating and investing activities. The objective of financial risk management is to contain, where appropriate, exposures in these financial risks to limit any negative impact on the Company’s financial performance and position. The Company’s financial instruments are its cash and other current assets, convertible loan, payables and other payables. The main purpose of these financial instruments is to raise finance for the Company’s operation. The Company actively measures, monitors, and manages its financial risk exposures by various functions pursuant to the segregation of duties and principals. The risks arising from the Company’s financial instruments are mainly credit risk and currency risk. The risk management policies employed by the Company to manage these risks are discussed below. Credit risk Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the balance sheet date. The Company closely monitors the activities of its counterparties and controls the access to its intellectual property which enables it to ensure the prompt collection. The Company’s main financial assets are cash and cash equivalents and deposits represent the Company’s maximum exposure to credit risk in connection with its financial assets. Wherever possible and commercially practical, the Company holds cash with major financial institutions in Israel. The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: December 31, December 31, Cash and cash equivalents 6,783 23,749 Deposits 7,120 - Other current assets (Restricted deposits) 56 120 Total 13,959 23,869 Currency risk Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Company’s functional currency. The Company exposed to foreign exchange risk arising from currency exposure primarily with respect to the USD. The Company’s policy is not to enter into any currency hedging transactions. The carrying amounts of the Company’s foreign currency denominated monetary liability at the reporting date are as follows: December 31, December 31, Assets Cash and cash equivalents 3,766 19,391 Deposits 7,120 - 10,886 19,391 Liabilities Financial liabilities 368 3,215 Total 368 3,215 Net 10,518 16,176 Sensitivity analysis A 10% strengthening of the NIS against the following currencies would have increased (decreased) equity and the income statement by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. For a 10% weakening of the NIS against the relevant currency, there would be an equal and opposite impact on the profit and other equity. Year ended Year ended 2022 2021 USD 1,051 1,617 AUD 10 205 GB Pound 45 53 Liquidity risks: Liquidity risk is the risk that arises when the maturity of assets and the maturity of liabilities do not match. An unmatched position potentially enhances profitability but can also increase the risk of loss. The Company has procedures to minimize such loss by maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities. As of the balance sheet date, the Company has a negative working capital. The following tables detail the Company’s remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. As of December 31, 2022: Up to Between More than Other payables 719 - - Lease liabilities 381 635 374 Trade payables 150 - - Loan from the IIA - 24 776 Total 1,250 659 1,150 As of December 31, 2021: Up to Between More than Other payables 611 - - Lease liabilities 305 537 678 Trade payables 93 - - Loan from the IIA - 7 868 Total 1,009 544 1,546 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 20 - COMMITMENTS AND CONTINGENCIES Commitments 1. The Company has a bank guarantee in the amount of 63 for the offices it rents. In accordance with the guarantee, the Company has a pledged deposit in the same amount as of December 31, 2022. 2. In July 2022, the Company entered into an agreement with a contractor for the development of the HYLA™ blood sensor. Total payment agreed in the contract is 710. According to the agreement with the developer, the development cost will be paid in a few tranches considering the development lifecycle, which was defined as five phases for each of the blood parameters to be measured by the sensor. The Company is entitled to terminate the contract upon reaching the third phase. 3. As of December 31, 2022, part of the development outputs reached the second phase and part are on the third phase. Approximately half of the contract total amount was recorded as development expenses as of December 31, 2022. An amount of 75 was paid as prepayment. Contingencies 1. In the normal course of business, various legal claims and other contingent matters may arise. Management believes that any liability that may arise from such matters would not have a material adverse effect on the Company’s results of operations or financial condition as of and for the years ended December 31, 2022, and 2021. 2. On March 4, 2022, Exchange Listing, LLC, or Exchange, filed a complaint in the Federal Court for the Southern District of New York against us in connection with a contract between the parties. The contract related to certain consulting services provided to us by Exchange in preparation for our initial public offering.The complaint is against us and, and the Company president and former Chief Financial Officer, Joe Hayon, in connection with a contract between the parties pursuant to which Exchange provided certain consultancy services to us in preparation for our initial public offering. The precise damages sought are unclear, however Exchange is seeking approximately 250,000 plus 75,000 Ordinary Shares or the cash equivalent. As of the date of this annual report, we have not been formally served with the complaint. On July 1, 2022, the Company filed a motion to dismiss for failure to state a claim upon relief can be granted based on the language of the written contract between the parties. On March 8, 2023, the court issued an order granting our motion in part and denying it in part. Specifically, the court dismissed all claims against Joe Hayon and he is no longer a party in the action. The court also dismissed the breach of contract action (Count I) to the extent it was based improper termination or frustration. The Court also dismissed Count IV (Quantum Merit on the written agreement), Count VI (Breach of Implied Covenant of Good Faith) and Count VII (Fraud in the Inducement). The court allowed Count 1 (breach of written agreement based on alleged anticipatory repudiation), Count II (breach of alleged oral agreement), Count III (Promissory Estoppel to the extent based on alleged oral agreement) and Count V (Quantum Meruit based on alleged oral agreement) to survive the pleading or early dismissal stage. The Company will continue to defend itself vigorously with respect to this matter. 3. On November 9, 2022, the Company received notice of a complaint filed by Udi Nussinovitch, the Registrant’s former Chief Scientific Officer, in Tel-Aviv District Court, as well as a complaint filed with the regional labor court in Tel Aviv on November 8, 2022. Mr. Nussinovitch has alleged certain deficiencies in the Company’s Extraordinary General Meeting of Shareholders held on Friday, December 17, 2021, resulting from his status as a minority shareholder. In addition, with respect to the labor dispute, Mr. Nussinovitch is seeking renumeration and the issuance of Ordinary Shares. Previously, on February 24, 2022, the Company filed a claim against Mr. Nussinovitch for breach good faith and his fiduciary duties as a shareholder and former officer of the Company. As of the balance date, the Company believes that the claims will result in no payments by the Company. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurement [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 21 - FAIR VALUE MEASUREMENT: Fair value hierarchy The following tables detail the Company’s assets and liabilities, measured or disclosed at fair value, using a three-level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. As of December 31, 2022: Level 1 Level 2 Level 3 Non-tradable Warrants - 3 - Non-tradable warrants of SAFE and Convertible Loan investors 35 Financial liability - 26 - Tradable warrants 304 - - Total 304 64 - As of December 31, 2021: Level 1 Level 2 Level 3 Non-tradable Warrants - 196 - Non-tradable warrants of SAFE and Convertible Loan investors 1,393 Financial liability - 133 - Tradable warrants 1,493 - - Total 1,493 1,722 - As of December 31, 2022, the fair value measurement of the warrant’s securities in the table above, was estimated using the Black Scholes model, based on assumptions for the variables that are required as of the warrants’ valuation date. The key inputs that were used in the both items of non-tradable warrants valuation were: risk-free interest rate between 5.04% and 5.26%, expected volatility between 56.5%-57.8% , expected dividend yield of 0% and expected term of warrants of 1.54-2.54 years. As of December 31, 2021, the fair value measurement of the SAFE and the warrant’s securities in the table above, was estimated using the Black Scholes model, based on a variety of significant unobservable inputs a thus represent a level 2 measurement within the fair value hierarchy. The key inputs that were used in both items of non-tradable warrants valuation were: risk-free interest rate between 0.19% and 0.73%, expected volatility between 55.3%-57.8%, expected dividend yield of 0% and expected term of warrants of 2.54-3.54 years. The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature. Movements in level 2 liability during 2021 is set out below: Warrants SAFE Convertible loan Financial Liability Total Balance as of December 31, 2020 219 1,273 - - 1,492 Gains (losses) recognized in profit or loss (19 ) 2,330 612 450 3,373 Additions - 4,161 3,047 310 7,518 Interest - 60 - 60 Conversion - (6,680 ) (3,361 ) (656 ) (10,697 ) Adjustments arising from translating financial operation (4 ) (45 ) (4 ) 29 (24 ) Balance as of December,31 2021 196 1,039 354 133 1,722 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of preparation | Basis of preparation |
Use of estimates and assumptions in the preparation of the financial statements | Use of estimates and assumptions in the preparation of the financial statements The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. See also Note 3. |
Cash and cash equivalents | Cash and cash equivalents Cash equivalents are considered by the Company to be highly-liquid investments, including, short-term deposits with banks, the maturity of which does not exceed three months at the time of deposit and which are not restricted. |
Loss per share | Loss per share Basic and diluted loss per share is calculated as net loss attributed to the Company, divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted (loss) earnings per share is determined by adjusting the earnings or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of dilutive instruments, which includes stock options, as if their dilutive effect was at the beginning of the period. The calculation of the diluted number of common shares assumes that proceeds received from the exercise of “in-the- money” stock options and common share purchase warrants are used to purchase common shares of the Company at their average market price for the period. In periods that the Company reports a net loss, any stock options or warrants outstanding are excluded from the calculation of diluted loss per share as their inclusion would be anti-dilutive. |
Functional and foreign currency | Functional and foreign currency The Company’s functional currency is NIS. However, the presentation currency is the U.S. dollar (“USD”). Transactions and balances are converted into USD in accordance with the principles set forth by International Accounting Standard (IAS) 21 “The Effects of Changes in Foreign Exchange Rates.” Accordingly, transactions and balances have been converted as follows: ● Assets and liability items were reported at closing rate of exchange at the statements of financial position date. ● Other comprehensive income items were reported at annual average rate of exchange at the statements of financial position date. ● Share capital, capital reserve and other capital movement items were at rate of exchange as of the date of recognition of those items. ● Accumulated deficit was based on the opening balance for the beginning of the reporting period in addition to the movements mentioned above. ● Rate of exchange rate differentials created was recognized in other comprehensive income and accumulated in equity. |
Fair value measurement | Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: A. In the principal market for the asset or liability, or B. In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Company in order to measure an asset or liability by its fair value. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. When there are no quoted prices in active markets for identical assets or liabilities, the Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. Classification by fair value hierarchy Assets and liabilities measured in the statement of financial position at fair value are grouped into classes with similar characteristics using the following fair value hierarchy which is determined based on the source of input used in measuring fair value: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable either directly or indirectly. Level 3 - Inputs that are not based on observable market data (valuation techniques that use inputs that are not based on observable market data). |
Financial instruments | Financial instruments 1. Financial assets The Company classifies its financial assets into the following category, based on the business model for managing the financial asset and its contractual cash flow characteristics. The Company’s accounting policy for the relevant category is as follows: Amortized cost: other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognized at fair value including direct transaction costs and are subsequently carried at amortized cost using the effective interest rate method, less provision for impairment. 2. Financial Liabilities The Company classifies its financial liabilities, including trade accounts payable and other accounts payable, which are initially recognized at fair value and subsequently carried at amortized cost using the effective interest method. The financial liabilities at fair value (see also Notes 8 and 19) are measured at fair value through profit or loss. 3. De-recognition ● Financial assets - The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the rights to receive the contractual cash flows. ● Financial Liabilities - The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. 4. Impairment of financial assets The Company does not have any assets which require a recognition of expected credit losses (“ECL”). Cash and cash equivalents are subject to the impairment requirements of IFRS 9, the Company did not identify impairment for the cash and cash equivalent. |
Property, plant, and equipment | Property, plant, and equipment Items of property, plant and equipment are initially recognized at cost including directly attributable costs. Depreciation is calculated on a straight-line basis, over the useful lives of the assets at annual rates as follows: Annual depreciation rate (%) Computers 33 Development equipment 20 Furniture and office equipment 6-15 Leasehold Improvements 10 Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to statement of the comprehensive loss during the reporting period in which they are incurred. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is higher than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in statement of the comprehensive loss. |
Impairment of non-financial assets | Impairment of non-financial assets Non-financial assets are subject to impairment test whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of the non-financial asset exceeds its recoverable amount (i.e., the higher of value in use and fair value less costs to dispose), the asset is written down and impairment charge is recognized accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s cash-generating unit (i.e., the smallest group of assets to which the asset belongs that generates cash inflow that is largely independent of cash inflows from other assets). An impairment loss allocated to an asset, is reversed only if there have been changes in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. Reversal of an impairment loss, as above, is limited to the lower of the carrying amount of the asset that would have been determined (net of depreciation or amortization) had no impairment loss been recognized for the asset in prior years and the asset’s recoverable amount. After an impairment of non-financial asset is recognized, the Company examines at each reporting date whether there are indications that the impairment which was recognized in the past no longer exists or should be reduced. The reversal of impairment loss of an asset is recognized in statement of the comprehensive loss. Impairment charges are included in general and administrative expenses in the statement of the comprehensive loss. During the years ended December 31, 2022 and 2021, no impairment charges of non-financial assets were recognized. |
Research and development costs | Research and development costs Expenditure on research activities is recognized in statement of the comprehensive loss as incurred. Development expenditures is recognized as an intangible asset when the Company can demonstrate: ● The product is technically and commercially feasible. ● The Company intends to complete the product so that it will be available for use or sale. ● The Company has the ability to use the product or sell it. ● The Company has the technical, financial and other resources to complete the development and to use or sell the product. ● The Company can demonstrate that the product will generate future economic benefits. ● The Company is able to measure reliably the expenditure attributable to the product during the development. During the years ended December 31, 2021 and 2022, the Company’s research and development costs were not capitalized as they did not meet the criteria set forth in IAS 38. |
Segment reporting | Segment reporting An operating segment is a component of the Company which fulfills the following criteria: 1. It is engaged in business operations from which it may derive income, and with respect to which it may bear expenses. 2. Its operating results are reviewed on a regular basis by the Company’s chief operational decision maker, in order to reach decisions regarding the resources allocated to it, and in order to assess its performance. 3. Separate financial information is available for the above. The Company concluded that it has one operating segment. |
Share based payment | Share based payment The Company measures the share based expense and the cost of equity-settled transactions with employees and service providers by reference to the fair value of the equity instruments at the date at which they are granted. |
Options | Options The fair value is determined using an accepted options pricing model. The model is based on share price, grant date and on assumptions regarding expected volatility, expected life of the options, expected dividend, and a no risk interest rate. The options were granted before the Company became public and had no quoted price per share from a trading market. The Company selected the Black-Scholes model as the Company’s option pricing model to estimate the fair value of the Company’s options awards. The option-pricing model requires a number of assumptions: Expected dividend yield Volatility Risk free interest rate Contractual term |
Restricted Share Units (“RSUs”) | Restricted Share Units (“RSUs”) The granted options are settled in equity instruments and not in cash. The fair value of the options at the date of grant is charged to the statement of comprehensive loss over the vesting period. Non-market vesting conditions are considered by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied. Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the statement of comprehensive loss over the remaining vesting period. |
Government grants | Government grants The Israel Innovation Authority (“IIA”) provided government grants to the Company for certain research and development activities. The Company may be required to pay royalties to the IIA in the future if it generates sales from the related research and development activity. The grant was recognized as a liability in the financial statements. When the loan bears a below-market rate of interest, the liability is recognized at its fair value in accordance with the market interest rate prevailing at the time of receiving the grant. The difference between the consideration received and the liability recognized at inception was treated as a government grant and recognized as a reimbursement of research expenses. The repayment of the liability to the state is reviewed every reporting period, with changes in the liability resulting from a change in the expected royalties recognized in profit or loss. |
Current taxes | Current taxes The current tax liability is measured using the tax rates and tax laws that have been enacted or substantively enacted by the reporting date as well as adjustments required in connection with the tax liability in respect of previous years. The Company has no tax liability due to its carry forward losses. |
Deferred tax | Deferred tax Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the estimated timing and level of future taxable profits together with future tax planning strategies. Deferred taxes are recognized in respect of temporary differences between the carrying amounts of assets and liabilities in the financial statements and the amounts attributable for tax purposes. Deferred taxes are measured at the tax rates that are expected to apply in the period when the temporary differences are reversed based on tax laws that have been enacted or substantively enacted at the end of the reporting period. Deferred taxes are recognized in profit or loss, except when they relate to items recognized in other comprehensive income or directly in equity. Deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is not probable that they will be utilized. In addition, temporary differences (such as carry forward losses) for which deferred tax assets have not been recognized are reassessed and deferred tax assets are recognized to the extent that their recoverability is probable. Any resulting reduction or reversal is recognized on “income tax” within the statement of comprehensive income. All deferred tax assets and liabilities are presented in the statement of financial position as non-current items, respectively. Deferred taxes are offset in the statement of financial position if there is a legally enforceable right to offset a current tax asset against a current tax liability and the deferred taxes relate to the same taxpayer and the same taxation authority. |
Employee benefits | Employee benefits The Company has several employee benefit plans for Israeli employees: 1. Short-term employee benefits: Short-term employee benefits include salaries, paid annual leave, paid sick leave, recreation and social security contributions, which are recognized as expenses as the services are rendered. A liability in respect of a cash bonus or a profit-sharing plan is recognized when the Company has a legal or constructive obligation to make such payment as a result of past service rendered by an employee and a reliable estimate of the amount can be made. 2. Post-employment benefits: The plans are normally financed by contributions to insurance companies and classified as defined contribution plans. The Company has contributed for all of its employees’ contribution plans pursuant to Section 14 to the Severance Pay Law since 2018 under which the Company pays fixed contributions and will not have any legal or constructive obligation to pay further contributions if the fund does not hold sufficient amounts to pay all employee benefits relating to employee service in the current and prior periods. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies [Abstract] | |
Schedule of straight-line basis, over the useful lives of the assets | Annual depreciation rate (%) Computers 33 Development equipment 20 Furniture and office equipment 6-15 Leasehold Improvements 10 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Other Current Assets Text Block [Abstract] | |
Schedule of other Current Assets | December 31, December 31, Prepaid expenses 256 426 Institutions 276 210 Restricted Cash 56 120 Others 3 3 Total 591 759 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Property Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Computers Leasehold Development Furniture Total Cost At January 1, 2022 84 7 64 81 236 Additions 43 30 191 40 304 Exchange rate deference (6 ) (4 ) (26 ) (5 ) (41 ) At December 31, 2022 121 33 229 116 499 Accumulated depreciation At January 1, 2022 22 1 8 3 34 Depreciation 33 3 19 6 61 Exchange rate deference (4 ) - (2 ) (1 ) (7 ) At December 31, 2022 51 4 25 8 88 Net book value: As of December 31, 2022 70 29 204 108 411 * Less than thousand dollars Computers Leasehold Development Furniture Total Cost At January 1, 2021 22 7 6 19 54 Additions 62 0 58 62 182 At December 31, 2021 84 7 64 81 236 Accumulated depreciation At January 1, 2021 7 * 1 1 9 Depreciation 15 1 7 2 25 At December 31, 2021 22 1 8 3 34 Net book value: As of December 31, 2021 62 6 56 78 202 * Less than one thousand dollars |
Other Accounts Payable (Tables)
Other Accounts Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Accounts Payable [Abstract] | |
Schedule of other accounts payable | December 31, December 31, Employees salaries and related liabilities 396 339 Related parties 332 275 Accrued expenses 470 82 Other 19 29 Total 1,217 725 |
Liability in Respect of Gover_2
Liability in Respect of Government Grants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Liability in Respect of Government Grants [Abstract] | |
Schedule of reimbursement of research expenses | December 31, December 31, At January 1, 2022 302 372 Amounts received during the year, non- capitalized - 107 Exchange rate differences (41 ) 10 Amounts recognized as an offset from research and development expenses - (255 ) Revaluation of the liability 137 68 As of December 31, 2022 398 302 |
Finacial Liabilities at Fair _2
Finacial Liabilities at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Finacial Liabilities at fair value [Abstract] | |
Schedule of finacial liabilities at fair value | December 31, 2022 December 31, Non-tradable warrants (1) 3 196 Non-tradable warrants, SAFE and CLA (2) 35 1,393 Tradable warrants (3) 304 1,493 Financial liability (4) 26 133 Total 368 3,215 |
Equity (Defict) (Tables)
Equity (Defict) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity (Defict) [Abstract] | |
Schedule of share capital | Number of shares as of Number of shares as of December 31, 2022 December 31, 2021 Authorized Issued and outstanding Authorized Issued and outstanding Ordinary shares 100,000,000 11,338,940 100,000,000 10,091,706 |
Schedule of loss per share | Year ended Year ended Year ended Loss for the period 10,273 16,955 7,228 Total number of Ordinary Shares 11,338,940 10,091,706 2,661,095 Weighted average number of Ordinary Shares 10,794,594 5,306,225 1,967,790 Basic and diluted loss per share (0.95 ) (3.2 ) (3.67 ) |
Research and Development Expe_2
Research and Development Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development Expenses [Abstract] | |
Schedule of research and development expenses | Year ended Year ended Year ended Share based payment 2,311 1,768 2,230 Salary and related expenses 3,332 1,533 1,237 Subcontractors 929 496 125 Materials and related expenses 1,094 204 440 Depreciation 238 134 196 IIA participation - (255 ) (383 ) Other 150 29 28 Total 8,054 3,909 3,873 |
Sales and Marketing Expenses (T
Sales and Marketing Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Sales and Marketing Expenses [Abstract] | |
Schedule of sales and Marketing Expenses | Year ended Year ended Year ended Share based payment 501 1,186 - Salary and related expenses 287 220 - Professionals’ fees 521 520 - Other 16 25 - 1,325 1,951 - |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of General and Administrative Expense [Abstract] | |
Schedule of general and administrative expenses | Year ended Year ended Year ended Share based payment 1,093 2,581 818 Professional fees 1,522 1,390 154 Related NASDAQ IPO expenses - 1,265 1,235 Director’s fees and share based compensation 1,113 1,142 - Salary and related expenses 723 545 140 Insurance expenses 565 363 - Office maintenance 103 91 77 Depreciation 123 84 7 Travel abroad 106 65 12 Others 43 46 4 Total 5,391 7,572 2,447 |
Financial (Income) and Expens_2
Financial (Income) and Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial (Income) and Expenses [Abstract] | |
Schedule of financial income | Income Year ended Year ended Year ended Revaluation of financial liabilities at fair value through profit or loss (2,592 ) - - Foreign currency transaction income (1,774 ) - - Interest on deposits (308 ) (1 ) - Others (4 ) - - Total (4,678 ) (1 ) - |
Schedule of financial income | Expenses Year ended Year ended Year ended Revaluation of financial liabilities at fair value through profit or loss - 2,183 893 Foreign currency transaction loss, net - 1,186 - Revaluation of liability in respect of government grants 138 69 40 Finance expense in respect of lease liability 37 6 5 Others 6 80 21 Total 181 3,524 959 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Taxes on income [Abstract] | |
Schedule of theoretical tax | Year ended Year ended Year ended Loss before taxation (10,273 ) (16,955 ) (7,228 ) Theoretical tax credit at applicable statutory rate: 23% (2,363 ) (3,900 ) (1,662 ) Non-allowable expenses (1,804 ) (2,070 ) 4,733 Temporary differences and tax losses for which no Deferred Tax Asset is recognized (559 ) (1,830 ) (3,071 ) Income tax benefit - - - |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of right-of-use assets | Office facility Vehicles Total At January 1, 2022 1,047 113 1,160 Additions - 416 416 Exchange rate differences (114 ) (26 ) (140 ) Disposals - (29 ) (29 ) Depreciation expense (171 ) (129 ) (300 ) As of December 31, 2022 762 345 1,107 |
Schedule of lease liabilities | 2022 2021 2020 At January 1, 2022 1,181 275 153 Additions 367 1,176 273 Accretion of interest - - 5 Financial expenses 24 - (5 ) Exchange rate differences (138 ) 43 20 Disposals (27 ) (99 ) - Payment (350 ) (214 ) (171 ) As of December 31, 2022 1,057 1,181 275 |
Schedule of profit or loss | Year ended Year ended Year ended Depreciation expense of right-of-use assets 300 196 196 Interest expense on lease liabilities - - 5 Total amount recognized in profit or loss 300 196 201 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share Based Payment [Abstract] | |
Schedule of RSUs to services providers and advisers outstanding | Year ended Number of Weighted Outstanding at beginning of year 87,833 0.37 Granted 29,400 10.84 Exercised (2,721 ) 0.37 Forfeited - - Outstanding as of December 31, 2022 114,512 3.058 Exercisable options 82,257 0.71 Year ended Number of options Weighted average Exercise price NIS Outstanding at beginning of year 448,120 0.37 Exercised 4,309 0.37 Forfeited ( 57,551 ) 0.37 Outstanding as of December 31, 2022 386,260 0.37 Exercisable options 342,757 0.37 Year ended Number of Weighted Outstanding at beginning of year 165,987 0.37 Reclassified to employees and directors (71,260 ) 0.37 Granted 16,326 0.37 Exercised (20,086 ) 0.37 Forfeited (3,134 ) 0.37 Outstanding as of December 31, 2021 87,833 0.37 Exercisable options 62,715 0.37 Year ended Number of options Weighted average Exercise price NIS Outstanding at beginning of year 296,038 0.37 Reclassified to employees and directors 71,260 0.37 Granted 95,238 0.37 Exercised (4,544 ) 0.37 Forfeited (9,872 ) 0.37 Outstanding as of December 31, 2021 448,120 0.37 Exercisable options 347,069 0.37 |
Schedule of RSUs to services providers and advisers outstanding | Number of RSUs Outstanding at beginning of year 10,000 Granted 22,500 Vested (14,234 ) Outstanding as of December 31, 2022 18,266 Vested as of December 31, 2022 14,234 Number of RSUs Outstanding at beginning of year 2,002,587 Granted 1,016,854 Forfeited (65,626 ) Vested (1,225,973 ) Outstanding as of December 31, 2022 1,727,842 Vested as of December 31, 2022 1,881,574 Number of RSUs Outstanding at beginning of year - Granted 10,000 Outstanding as of December 31, 2021 10,000 Exercisable RSUs - Number of RSUs Outstanding at beginning of year - Granted 2,658,188 Vested (655,601 ) Outstanding as of December 31, 2021 2,002,587 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Parties [Abstract] | |
Schedule of shareholders and other related parties’ benefits | December 31, December 31, December 31, Salary and related expenses – officers and directors 1,923 1,042 795 Share based payment – officers and directors 3,745 5,876 1,805 |
Schedule of balances with related parties | Name Nature of transaction December 31, December 31, Officers Salaries and related (292 ) (317 ) Directors Compensation for directors (40 ) (57 ) |
Financial Instruments and Ris_2
Financial Instruments and Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments and Risk Management [Abstract] | |
Schedule of financial assets represents the maximum credit exposure | December 31, December 31, Cash and cash equivalents 6,783 23,749 Deposits 7,120 - Other current assets (Restricted deposits) 56 120 Total 13,959 23,869 |
Schedule of foreign currency denominated monetary liability | December 31, December 31, Assets Cash and cash equivalents 3,766 19,391 Deposits 7,120 - 10,886 19,391 Liabilities Financial liabilities 368 3,215 Total 368 3,215 Net 10,518 16,176 |
Schedule of sensitivity analysis | Year ended Year ended 2022 2021 USD 1,051 1,617 AUD 10 205 GB Pound 45 53 |
Schedule of cash flows of financial liabilities | Up to Between More than Other payables 719 - - Lease liabilities 381 635 374 Trade payables 150 - - Loan from the IIA - 24 776 Total 1,250 659 1,150 Up to Between More than Other payables 611 - - Lease liabilities 305 537 678 Trade payables 93 - - Loan from the IIA - 7 868 Total 1,009 544 1,546 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurement [Abstract] | |
Schedule of warrants | Level 1 Level 2 Level 3 Non-tradable Warrants - 3 - Non-tradable warrants of SAFE and Convertible Loan investors 35 Financial liability - 26 - Tradable warrants 304 - - Total 304 64 - Level 1 Level 2 Level 3 Non-tradable Warrants - 196 - Non-tradable warrants of SAFE and Convertible Loan investors 1,393 Financial liability - 133 - Tradable warrants 1,493 - - Total 1,493 1,722 - |
Schedule of movements in level 2 liability | Warrants SAFE Convertible loan Financial Liability Total Balance as of December 31, 2020 219 1,273 - - 1,492 Gains (losses) recognized in profit or loss (19 ) 2,330 612 450 3,373 Additions - 4,161 3,047 310 7,518 Interest - 60 - 60 Conversion - (6,680 ) (3,361 ) (656 ) (10,697 ) Adjustments arising from translating financial operation (4 ) (45 ) (4 ) 29 (24 ) Balance as of December,31 2021 196 1,039 354 133 1,722 |
General (Details)
General (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Jul. 16, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
General [Abstract] | ||||
Number of shares (in Shares) | 2,909,091 | |||
Tradable warrants shares (in Shares) | 1,705,000 | 3,345,455 | ||
Warrants pursuant shares (in Shares) | 436,364 | |||
Aggregate proceeds amount | $ 14,490 | |||
Additional offering costs | $ 1,543 | |||
Ordinary shares (in Shares) | 2,113,905 | 75,000 | ||
Warrants shares (in Shares) | 1,149,582 | |||
Total proceeds | $ 9,377 | |||
Percentage of paid fees | 7% | |||
Paid fees, amount | $ 656 | |||
Operating loss | $ 14,800 | $ 13,400 | ||
Net loss | 10,300 | $ 16,900 | ||
Accumulated deficit | $ 39,100 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - Schedule of straight-line basis, over the useful lives of the assets | 12 Months Ended |
Dec. 31, 2022 | |
Computers [Member] | |
Significant Accounting Policies (Details) - Schedule of straight-line basis, over the useful lives of the assets [Line Items] | |
Annual depreciation rate in percentage | 33% |
Development equipment [Member] | |
Significant Accounting Policies (Details) - Schedule of straight-line basis, over the useful lives of the assets [Line Items] | |
Annual depreciation rate in percentage | 20% |
Furniture and office equipment [Member] | Bottom of range [member] | |
Significant Accounting Policies (Details) - Schedule of straight-line basis, over the useful lives of the assets [Line Items] | |
Annual depreciation rate in percentage | 6% |
Furniture and office equipment [Member] | Top of range [member] | |
Significant Accounting Policies (Details) - Schedule of straight-line basis, over the useful lives of the assets [Line Items] | |
Annual depreciation rate in percentage | 15% |
Leasehold improvements [Member] | |
Significant Accounting Policies (Details) - Schedule of straight-line basis, over the useful lives of the assets [Line Items] | |
Annual depreciation rate in percentage | 10% |
Deposits (Details)
Deposits (Details) - USD ($) | Dec. 31, 2022 | Aug. 24, 2022 | Aug. 11, 2022 | May 10, 2022 |
Disclosure of Deposits [Abstract] | ||||
Deposit amount | $ 7,120 | $ 3,000 | $ 2,000 | $ 2,000 |
Annual interest rate | 4.47% | 4.39% | 3.02% | |
Deposit value | $ 3,047 | $ 2,034 | $ 2,039 |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of other Current Assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Other Current Assets [Abstract] | ||
Prepaid expenses | $ 256 | $ 426 |
Institutions | 276 | 210 |
Restricted Cash | 56 | 120 |
Others | 3 | 3 |
Total | $ 591 | $ 759 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Cost | |||
Beginning Balance, Cost | $ 236 | $ 54 | |
Additions, Cost | 304 | 182 | |
Exchange rate deference, Cost | (41) | ||
Ending Balance, Cost | 499 | 236 | |
Accumulated depreciation | |||
Beginning Balance, Accumulated depreciation | 34 | 9 | |
Depreciation, Accumulated depreciation | 61 | 25 | |
Exchange rate deference, Accumulated depreciation | (7) | ||
Ending Balance, Accumulated depreciation | 88 | 34 | |
Net book value: | |||
Ending Balance, Net book value | 411 | 202 | |
Computers [Member] | |||
Cost | |||
Beginning Balance, Cost | 84 | 22 | |
Additions, Cost | 43 | 62 | |
Exchange rate deference, Cost | (6) | ||
Ending Balance, Cost | 121 | 84 | |
Accumulated depreciation | |||
Beginning Balance, Accumulated depreciation | 22 | 7 | |
Depreciation, Accumulated depreciation | 33 | 15 | |
Exchange rate deference, Accumulated depreciation | (4) | ||
Ending Balance, Accumulated depreciation | 51 | 22 | |
Net book value: | |||
Ending Balance, Net book value | 70 | 62 | |
Leasehold improvements [Member] | |||
Cost | |||
Beginning Balance, Cost | 7 | 7 | |
Additions, Cost | 30 | 0 | |
Exchange rate deference, Cost | (4) | ||
Ending Balance, Cost | 33 | 7 | |
Accumulated depreciation | |||
Beginning Balance, Accumulated depreciation | 1 | [1] | |
Depreciation, Accumulated depreciation | 3 | 1 | |
Ending Balance, Accumulated depreciation | 4 | 1 | |
Net book value: | |||
Ending Balance, Net book value | 29 | 6 | |
Development equipment [Member] | |||
Cost | |||
Beginning Balance, Cost | 64 | 6 | |
Additions, Cost | 191 | 58 | |
Exchange rate deference, Cost | (26) | ||
Ending Balance, Cost | 229 | 64 | |
Accumulated depreciation | |||
Beginning Balance, Accumulated depreciation | 8 | 1 | |
Depreciation, Accumulated depreciation | 19 | 7 | |
Exchange rate deference, Accumulated depreciation | (2) | ||
Ending Balance, Accumulated depreciation | 25 | 8 | |
Net book value: | |||
Ending Balance, Net book value | 204 | 56 | |
Furniture and office equipment [Member] | |||
Cost | |||
Beginning Balance, Cost | 81 | 19 | |
Additions, Cost | 40 | 62 | |
Exchange rate deference, Cost | (5) | ||
Ending Balance, Cost | 116 | 81 | |
Accumulated depreciation | |||
Beginning Balance, Accumulated depreciation | 3 | 1 | |
Depreciation, Accumulated depreciation | 6 | 2 | |
Exchange rate deference, Accumulated depreciation | (1) | ||
Ending Balance, Accumulated depreciation | 8 | 3 | |
Net book value: | |||
Ending Balance, Net book value | $ 108 | $ 78 | |
[1] Less than one thousand dollars |
Other Accounts Payable (Details
Other Accounts Payable (Details) - Schedule of other accounts payable - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Other Accounts Payable [Abstract] | ||
Employees salaries and related liabilities | $ 396 | $ 339 |
Related parties | 332 | 275 |
Accrued expenses | 470 | 82 |
Other | 19 | 29 |
Total | $ 1,217 | $ 725 |
Liability in Respect of Gover_3
Liability in Respect of Government Grants (Details) ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 USD ($) | Dec. 31, 2021 ILS (₪) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 ILS (₪) | |
Liability in Respect of Government Grants [Abstract] | ||||
Total amount received | $ 800 | ₪ 2,722,628 | $ 800 | ₪ 2,722,628 |
Royalties, percentage | 3% | 3% |
Liability in Respect of Gover_4
Liability in Respect of Government Grants (Details) - Schedule of reimbursement of research expenses - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Reimbursement of Research Expenses [Abstract] | ||
Beginning balance | $ 302 | $ 372 |
Amounts received during the year, non- capitalized | 107 | |
Exchange rate differences | (41) | 10 |
Amounts recognized as an offset from research and development expenses | (255) | |
Revaluation of the liability | 137 | 68 |
Ending balance | $ 398 | $ 302 |
Finacial Liabilities at Fair _3
Finacial Liabilities at Fair Value (Details) - USD ($) | 1 Months Ended | 12 Months Ended | 13 Months Ended |
Jul. 16, 2021 | Dec. 31, 2022 | Oct. 31, 2022 | |
Finacial Liabilities at Fair Value (Details) [Line Items] | |||
Conversion to ordinary shares (in Shares) | 756,333 | ||
Additional ordinary shares (in Shares) | 169,019 | ||
Initial public offering price | $ 5.5 | ||
Fair value of the warrants | 3 | ||
Aggregate proceeds | $ 2,113,905 | ||
Non-tradable warrants (in Shares) | 1,149,582 | ||
Fair value | $ 10,041 | ||
Non-tradable warrants fair value | $ 35 | ||
Tradable warrants (in Shares) | 1,640,455 | ||
Public offering price, description | The tradable warrants have an exercise price of $5.5 and they are exercisable for five years after the initial public offering date. | ||
Investors exercised tradable warrants (in Shares) | 1,705,000 | ||
Ordinary Shares issued (in Shares) | 1,705,000 | ||
Total proceeds received | $ 9,377 | ||
Deducting fees | $ 8,721 | ||
Tradable warrants fair value | $ 304 | ||
Financial liability to pay | 7% | ||
Financial derivatives fair value | $ 26 | ||
Investors [Member] | |||
Finacial Liabilities at Fair Value (Details) [Line Items] | |||
Non-tradable warrants (in Shares) | 1,149,582 | ||
Warrants to brokers [Member] | |||
Finacial Liabilities at Fair Value (Details) [Line Items] | |||
Non-tradable warrants (in Shares) | 16,587 | ||
IPO [Member] | |||
Finacial Liabilities at Fair Value (Details) [Line Items] | |||
Tradable warrants (in Shares) | 3,345,455 |
Finacial Liabilities at Fair _4
Finacial Liabilities at Fair Value (Details) - Schedule of finacial liabilities at fair value - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finacial Liabilities at Fair Value (Details) - Schedule of finacial liabilities at fair value [Line Items] | ||
Total financial liabilities | $ 368 | $ 3,215 |
Non-tradable warrants [Member] | ||
Finacial Liabilities at Fair Value (Details) - Schedule of finacial liabilities at fair value [Line Items] | ||
Total financial liabilities | 3 | 196 |
Non-tradable warrants, SAFE and CLA [Member] | ||
Finacial Liabilities at Fair Value (Details) - Schedule of finacial liabilities at fair value [Line Items] | ||
Total financial liabilities | 35 | 1,393 |
Tradable warrants [Member] | ||
Finacial Liabilities at Fair Value (Details) - Schedule of finacial liabilities at fair value [Line Items] | ||
Total financial liabilities | 304 | 1,493 |
Financial liability [Member] | ||
Finacial Liabilities at Fair Value (Details) - Schedule of finacial liabilities at fair value [Line Items] | ||
Total financial liabilities | $ 26 | $ 133 |
Equity (Defict) (Details)
Equity (Defict) (Details) ₪ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jun. 01, 2021 ILS (₪) shares | Mar. 18, 2021 ILS (₪) ₪ / shares shares | Jul. 16, 2021 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 shares | Dec. 17, 2021 shares | |
Equity (Defict) (Details) [Line Items] | ||||||
Aggregate of ordinary shares | 27,566 | |||||
Ordinary shares issued | 1,877,196 | |||||
Authorized share capital (in New Shekels) | ₪ | ₪ 310,000,000 | ₪ 310,000,000 | ||||
Authorized share capital | 8,435,375 | 24,800,000 | 100,000,000 | |||
Ordinary share par value (in New Shekels per share) | ₪ / shares | ₪ 0.125 | |||||
Sold ordinary shares | 2,909,091 | |||||
Tradable warrants | 3,345,455 | |||||
Aggregate proceeds received (in Dollars) | $ | $ 14,490 | |||||
Additional offering costs total (in Dollars) | $ | $ 1,543 | |||||
Gross proceeds (in Dollars) | $ | $ 16,033 | |||||
Tradable warrants, description | Total non-cash direct expenses in IPO were as following: (i) fair value of 436,364 tradable warrants that were granted to underwriters totaled 589; (ii) The Company issued 145,455 non-tradable warrants as underwriters fees; the warrants will be converted into Ordinary Shares of the Company at an exercise price equal to 125% of the initial public offering price and be exercisable for three years after the initial public offering. As of the date of the IPO, the tradable warrants fair value was 264; and (iii) the Company agreed to pay to a promoter 7% of the proceeds from the exercise of tradable warrants. The payment was measured according to IFRS 2 at the grant date. As of the IPO date, the fair value of the financial liability was 310. | |||||
Total non-cash expenses (in Dollars) | $ | 1,163 | |||||
Non-direct cash expenses (in Dollars) | $ | 722 | |||||
Non-cash expenses (in Dollars) | $ | 123 | |||||
Cash and non-cash (in Dollars) | $ | 3,551 | |||||
Profit and loss (in Dollars) | $ | 1,265 | |||||
Expenses deducted from equity (in Dollars) | $ | $ 2,286 | |||||
Aggregate amount ordinary Shares | 1,240,204 | 655,601 | ||||
Additional ordinary shares | 7,030 | 24,631 | ||||
Top of range [member] | ||||||
Equity (Defict) (Details) [Line Items] | ||||||
Reverse split | 2.94 | 12.5 | ||||
Bottom of range [member] | ||||||
Equity (Defict) (Details) [Line Items] | ||||||
Reverse split | 1 | 1 | ||||
Investors [Member] | ||||||
Equity (Defict) (Details) [Line Items] | ||||||
Aggregate of ordinary shares | 756,333 | |||||
Non-tradable warrants | 1,149,582 | |||||
Overallotment Option [Member] | ||||||
Equity (Defict) (Details) [Line Items] | ||||||
Tradable warrants | 436,364 | |||||
IPO [Member] | ||||||
Equity (Defict) (Details) [Line Items] | ||||||
Ordinary shares issued | 2,113,905 | |||||
Brokers [Member] | ||||||
Equity (Defict) (Details) [Line Items] | ||||||
Non-tradable warrants | 16,587 | |||||
Ordinary Shares [Member] | ||||||
Equity (Defict) (Details) [Line Items] | ||||||
Ordinary shares issued | 15,000,000 | 22,382 |
Equity (Defict) (Details) - Sch
Equity (Defict) (Details) - Schedule of share capital - Ordinary Share Capital [Member] - shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Share Capital [Abstract] | ||||
Ordinary shares, authorized | 100,000,000 | 100,000,000 | ||
Ordinary shares, issued and outstanding | 11,338,940 | 10,091,706 | 2,661,095 | 1,904,762 |
Equity (Defict) (Details) - S_2
Equity (Defict) (Details) - Schedule of loss per share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Loss Per Share [Abstract] | |||
Loss for the period (in Dollars) | $ 10,273 | $ 16,955 | $ 7,228 |
Total number of Ordinary Shares | 11,338,940 | 10,091,706 | 2,661,095 |
Weighted average number of Ordinary Shares | 10,794,594 | 5,306,225 | 1,967,790 |
Basic loss per share (in Dollars per share) | $ (0.95) | $ (3.2) | $ (3.67) |
Equity (Defict) (Details) - S_3
Equity (Defict) (Details) - Schedule of loss per share (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Loss Per Share [Abstract] | |||
Diluted loss per share | $ (0.95) | $ (3.2) | $ (3.67) |
Research and Development Expe_3
Research and Development Expenses (Details) - Schedule of research and development expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of research and development expenses [Abstract] | |||
Share based payment | $ 2,311 | $ 1,768 | $ 2,230 |
Salary and related expenses | 3,332 | 1,533 | 1,237 |
Subcontractors | 929 | 496 | 125 |
Materials and related expenses | 1,094 | 204 | 440 |
Depreciation | 238 | 134 | 196 |
IIA participation | (255) | (383) | |
Other | 150 | 29 | 28 |
Total | $ 8,054 | $ 3,909 | $ 3,873 |
Sales and Marketing Expenses (D
Sales and Marketing Expenses (Details) - Schedule of sales and Marketing Expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Sales and Marketing Expenses [Abstract] | |||
Share based payment | $ 501 | $ 1,186 | |
Salary and related expenses | 287 | 220 | |
Professionals’ fees | 521 | 520 | |
Other | 16 | 25 | |
Total | $ 1,325 | $ 1,951 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - Schedule of general and administrative expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of General and Administrative Expenses [Abstract] | |||
Share based payment | $ 1,093 | $ 2,581 | $ 818 |
Professional fees | 1,522 | 1,390 | 154 |
Related NASDAQ IPO expenses | 1,265 | 1,235 | |
Director’s fees and share based compensation | 1,113 | 1,142 | |
Salary and related expenses | 723 | 545 | 140 |
Insurance expenses | 565 | 363 | |
Office maintenance | 103 | 91 | 77 |
Depreciation | 123 | 84 | 7 |
Travel abroad | 106 | 65 | 12 |
Others | 43 | 46 | 4 |
Total | $ 5,391 | $ 7,572 | $ 2,447 |
Financial (Income) and Expens_3
Financial (Income) and Expenses (Details) - Schedule of financial income - Financial income [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Financial (Income) and Expenses (Details) - Schedule of financial income [Line Items] | |||
Revaluation of financial liabilities at fair value through profit or loss | $ (2,592) | ||
Foreign currency transaction income | (1,774) | ||
Interest on deposits | (308) | (1) | |
Others | (4) | ||
Total | $ (4,678) | $ (1) |
Financial (Income) and Expens_4
Financial (Income) and Expenses (Details) - Schedule of financial expenses - Financial Expenses [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Financial (Income) and Expenses (Details) - Schedule of financial expenses [Line Items] | |||
Revaluation of financial liabilities at fair value through profit or loss | $ 2,183 | $ 893 | |
Foreign currency transaction loss, net | 1,186 | ||
Revaluation of liability in respect of government grants | 138 | 69 | 40 |
Finance expense in respect of lease liability | 37 | 6 | 5 |
Others | 6 | 80 | 21 |
Total | $ 181 | $ 3,524 | $ 959 |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Taxes on income [Abstract] | ||
Corporate tax rate | 23% | 23% |
Carried forward tax losses | $ 11,540 | |
No deferred tax asset | $ 2,838 |
Taxes on Income (Details) - Sch
Taxes on Income (Details) - Schedule of theoretical tax - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of theoretical tax [Abstract] | |||
Loss before taxation | $ (10,273) | $ (16,955) | $ (7,228) |
Theoretical tax credit at applicable statutory rate: 23% | (2,363) | (3,900) | (1,662) |
Non-allowable expenses | (1,804) | (2,070) | 4,733 |
Temporary differences and tax losses for which no Deferred Tax Asset is recognized | (559) | (1,830) | (3,071) |
Income tax benefit |
Taxes on Income (Details) - S_2
Taxes on Income (Details) - Schedule of theoretical tax (Parentheticals) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of theoretical tax [Abstract] | ||
Theoretical tax credit at applicable statutory rate | 23% | 23% |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases (Details) [Line Items] | ||
Lease terms | 3 years | |
Lease liability amount | $ 416 | |
Right-of-use asset | $ 1,176 | |
Lease agreement description | The Company leases offices in Ra’anana are for a period of 69 months. The contractual period of the aforesaid lease agreement ends in August 2027. The Company has an option to terminate the contract after 45 months with a penalty in amount of NIS 500,000 that will be diminish in NIS 30,000 in each month from the 45th month of the contract. The Company does not currently expect to exercise the termination option in the lease agreement. | |
Total cash outflows | $ 350 | $ 214 |
Vehicles [Member] | ||
Leases (Details) [Line Items] | ||
Lease liability amount | 281 | |
Right-of-use asset | 345 | |
Offices [Member] | ||
Leases (Details) [Line Items] | ||
Lease liability amount | 776 | |
Right-of-use asset | $ 762 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of right-of-use assets $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases (Details) - Schedule of right-of-use assets [Line Items] | |
At January 1, 2022 | $ 1,160 |
Additions | 416 |
Exchange rate differences | (140) |
Disposals | (29) |
Depreciation expense | (300) |
As of December 31, 2022 | 1,107 |
Office facility [Member] | |
Leases (Details) - Schedule of right-of-use assets [Line Items] | |
At January 1, 2022 | 1,047 |
Additions | |
Exchange rate differences | (114) |
Disposals | |
Depreciation expense | (171) |
As of December 31, 2022 | 762 |
Vehicles [Member] | |
Leases (Details) - Schedule of right-of-use assets [Line Items] | |
At January 1, 2022 | 113 |
Additions | 416 |
Exchange rate differences | (26) |
Disposals | (29) |
Depreciation expense | (129) |
As of December 31, 2022 | $ 345 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease liabilities - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Lease Liabilities [Abstract] | |||
At January 1, 2022 | $ 1,181 | $ 275 | $ 153 |
Additions | 367 | 1,176 | 273 |
Accretion of interest | 5 | ||
Financial expenses | 24 | (5) | |
Exchange rate differences | (138) | 43 | 20 |
Disposals | (27) | (99) | |
Payment | (350) | (214) | (171) |
As of December 31, 2022 | $ 1,057 | $ 1,181 | $ 275 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of profit or loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of profit or loss [Abstract] | |||
Depreciation expense of right-of-use assets | $ 300 | $ 196 | $ 196 |
Interest expense on lease liabilities | 5 | ||
Total amount recognized in profit or loss | $ 300 | $ 196 | $ 201 |
Share Based Compensation (Detai
Share Based Compensation (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||
Apr. 06, 2022 | Nov. 02, 2021 shares | Aug. 12, 2021 shares | Nov. 22, 2022 | May 19, 2022 | Mar. 24, 2022 | Mar. 16, 2021 ₪ / shares shares | Feb. 21, 2021 | Dec. 20, 2020 shares | Dec. 17, 2020 $ / shares | Apr. 20, 2020 shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2020 ₪ / shares | Dec. 31, 2019 | |
Share Based Compensation (Details) [Line Items] | ||||||||||||||
Granted options | 602,989 | |||||||||||||
Grant total share | 500,772 | |||||||||||||
Restricted stock unit | 3,707,542 | |||||||||||||
Restricted stock unit vested | 1,895,808 | |||||||||||||
Total ordinary shares | 478,747 | |||||||||||||
Grant option, description | The exercise price per share to 123,719 and 355,029 options was USD 0.0029 (AUD 0.052) and USD 2.67 (AUD 4.2), respectively. The vesting period is up to 3 years from the grant date, according to the various vesting periods: from an immediate one and up to 3 years. Contractual life of the options under the Plan is 10 years. The options were granted under section 102 of the Israeli Tax Ordinance which enables the employee to pay 25% of capital gain tax upon exercise. In October 2020, 73,380 options were canceled. | |||||||||||||
Exercise price per share | (per share) | $ 0.37 | ₪ 0.37 | ||||||||||||
Grand total option | 56,653 | |||||||||||||
Vesting period | 3 years | |||||||||||||
Contractual life | 10 years | |||||||||||||
Capital gain tax | 25% | 25% | 25% | |||||||||||
Non-tradable shares options, description | the Company’s board of directors approved a grant of 13,605 non-tradable shares options which are exercisable to 13,605 Ordinary shares to employees and a total of 21,768 share options which are exercisable to 21,768 Ordinary Shares to consultants. The vesting period is three years commencing on the grant date. The exercise price per share was NIS 0.37($0.12). The contractual life of the options under the Plan is ten years. The options to employees were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise. | |||||||||||||
Non-tradable shares | 81,633 | |||||||||||||
Exercisable ordinary shares | 81,633 | |||||||||||||
Vesting period | 3 years | |||||||||||||
Exercise price per share (in New Shekels per share) | ₪ / shares | ₪ 0.12 | |||||||||||||
Contractual life | 10 years | |||||||||||||
Ordinary shares, authorized | 4,180,898 | |||||||||||||
Grant total | 10,000 | |||||||||||||
Vest over period | 3 years | |||||||||||||
Restricted Stock Unit Employees Description | the Company’s board of directors approved a grant of 536,141 RSUs to employees and a grant of 22,500 RSUs to the Company’s advisory board members and an additional consultant. The RSUs represent the right to receive Ordinary Shares at a future time. 555,500 of the RSUs in this grant, vest over a period of three years, with a 1-year cliff period, and 3,141 RSUs vested immediately on the grant date. The RSUs to employees were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise. | |||||||||||||
Board of directors, description | the Company’s board of directors approved a grant of 285,713 fully vested RSUs to an officer. The RSUs represent the right to receive Ordinary Shares. The RSUs were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise. | the Company’s board of directors approved a grant of 165,000 RSUs to employees. The RSUs represent the right to receive Ordinary Shares at a future time and vest over a period of three years, with a 1-year cliff period, commencing on the grant date. The RSUs were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise. | the Company’s board of directors approved a grant of 30,000 RSUs to an employee. The RSUs represent the right to receive Ordinary Shares at a future time and vest over a period of three years, with a 1-year cliff period, commencing on the grant date. The RSUs were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise. | the Company’s board of directors approved a grant of 29,400 Ordinary Shares options to medical board members, which are exercisable to 29,400 Ordinary Shares. The share options vesting period is up to three years from the grant date. The exercise price per share was NIS 10.84 ($3.08). The contractual life of the options under the Plan is ten years. | ||||||||||
Description of fair value assumptions | The fair value of all granted options was estimated by using the Black Scholes model, which was aimed to model the value of the Company’s assets over time. The simulation approach was designed to take into account the terms and conditions of the share options, as well as the capital structure of the Company and the volatility of its assets, on the date of grant based on certain assumptions. Those conditions are, among others: (i)The expected volatility is between 50%-52.4% (ii)The dividend rate 0%; and (iii)Expected term – three years. | |||||||||||||
Expenses to employees (in Dollars) | $ | $ 4,879 | |||||||||||||
Share based payment expenses of option to services (in Dollars) | $ | 33 | |||||||||||||
RSU [Member] | ||||||||||||||
Share Based Compensation (Details) [Line Items] | ||||||||||||||
Share based payment expenses of option to services (in Dollars) | $ | 4,618 | |||||||||||||
Advisers [Member] | ||||||||||||||
Share Based Compensation (Details) [Line Items] | ||||||||||||||
Share based payment expenses of option to services (in Dollars) | $ | 54 | |||||||||||||
Directors [Member] | ||||||||||||||
Share Based Compensation (Details) [Line Items] | ||||||||||||||
Share based payment expenses of option to services (in Dollars) | $ | $ 174 | |||||||||||||
Board of Directors [Member] | ||||||||||||||
Share Based Compensation (Details) [Line Items] | ||||||||||||||
Options equity percentage | 25% | |||||||||||||
Grant total | 2,658,188 | |||||||||||||
Ordinary shares [member] | ||||||||||||||
Share Based Compensation (Details) [Line Items] | ||||||||||||||
Vest over period | 3 years |
Share Based Compensation (Det_2
Share Based Compensation (Details) - Schedule of options to services providers and advisers outstanding pure in Thousands | 12 Months Ended | |
Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Providers and advisers [Member] | ||
Share Based Compensation (Details) - Schedule of options to services providers and advisers outstanding [Line Items] | ||
Number of options Outstanding at beginning of year | 87,833 | 165,987 |
Weighted average Exercise price NIS Outstanding at beginning of year | $ 0.37 | $ 0.37 |
Number of options Reclassified to employees and directors (in Shares) | shares | (71,260) | |
Weighted average Exercise price NIS Reclassified to employees and directors | $ 0.37 | |
Number of options Granted (in Shares) | shares | 29,400 | 16,326 |
Weighted average Exercise price NIS Granted | $ 10.84 | $ 0.37 |
Number of options Exercised (in Shares) | shares | (2,721) | (20,086) |
Weighted average Exercise price NIS Exercised | $ 0.37 | $ 0.37 |
Number of options Forfeited | (3,134) | |
Weighted average Exercise price NIS Forfeited | $ 0.37 | |
Number of options Outstanding ending year | 114,512 | 87,833 |
Weighted average Exercise price NIS Outstanding ending year | $ 3.058 | $ 0.37 |
Number of options Exercisable options (in Shares) | shares | 82,257 | 62,715 |
Weighted average Exercise price NIS Exercisable options | $ 0.71 | $ 0.37 |
Employees and directors [Member] | ||
Share Based Compensation (Details) - Schedule of options to services providers and advisers outstanding [Line Items] | ||
Number of options Outstanding at beginning of year | 448,120 | 296,038 |
Weighted average Exercise price NIS Outstanding at beginning of year | $ 0.37 | $ 0.37 |
Number of options Reclassified to employees and directors (in Shares) | shares | 71,260 | |
Weighted average Exercise price NIS Reclassified to employees and directors | $ 0.37 | |
Number of options Granted (in Shares) | shares | 95,238 | |
Weighted average Exercise price NIS Granted | $ 0.37 | |
Number of options Exercised (in Shares) | shares | 4,309 | (4,544) |
Weighted average Exercise price NIS Exercised | $ 0.37 | $ 0.37 |
Number of options Forfeited | (57,551) | (9,872) |
Weighted average Exercise price NIS Forfeited | $ 0.37 | $ 0.37 |
Number of options Outstanding ending year | 386,260 | 448,120 |
Weighted average Exercise price NIS Outstanding ending year | $ 0.37 | $ 0.37 |
Number of options Exercisable options (in Shares) | shares | 342,757 | 347,069 |
Weighted average Exercise price NIS Exercisable options | $ 0.37 | $ 0.37 |
Share Based Compensation (Det_3
Share Based Compensation (Details) - Schedule of RSUs to services providers and advisers outstanding - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Providers and advisers [Member] | ||
Share Based Compensation (Details) - Schedule of RSUs to services providers and advisers outstanding [Line Items] | ||
Outstanding at beginning of year | 10,000 | |
Granted | 22,500 | 10,000 |
Vested | (14,234) | |
Outstanding as of December 31, 2022 | 18,266 | 10,000 |
Exercisable RSUs | ||
Vested as of December 31, 2022 | 14,234 | |
Employees and directors [Member] | ||
Share Based Compensation (Details) - Schedule of RSUs to services providers and advisers outstanding [Line Items] | ||
Outstanding at beginning of year | 2,002,587 | |
Granted | 1,016,854 | 2,658,188 |
Forfeited | (65,626) | |
Vested | (1,225,973) | (655,601) |
Outstanding as of December 31, 2022 | 1,727,842 | 2,002,587 |
Vested as of December 31, 2022 | 1,881,574 |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of shareholders and other related parties’ benefits - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of shareholders and other related parties’ benefits [Abstract] | |||
Salary and related expenses – officers and directors | $ 1,923 | $ 1,042 | $ 795 |
Share based payment – officers and directors | $ 3,745 | $ 5,876 | $ 1,805 |
Related Parties (Details) - S_2
Related Parties (Details) - Schedule of balances with related parties | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Officers [Member] | ||
Schedule of balances with related parties [Abstract] | ||
Nature of transaction, Salaries and related | Salaries and related | |
Nature of transaction, Compensation for directors | (292) | (317) |
Directors [Member] | ||
Schedule of balances with related parties [Abstract] | ||
Nature of transaction, Salaries and related | Compensation for directors | |
Nature of transaction, Compensation for directors | (40) | (57) |
Financial Instruments and Ris_3
Financial Instruments and Risk Management (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments and Risk Management [Abstract] | |
Strengthening percentage | 10% |
Weakening percentage | 10% |
Financial Instruments and Ris_4
Financial Instruments and Risk Management (Details) - Schedule of financial assets represents the maximum credit exposure - Credit risk [member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial Instruments and Risk Management (Details) - Schedule of financial assets represents the maximum credit exposure [Line Items] | ||
Cash and cash equivalents | $ 6,783 | $ 23,749 |
Deposits | 7,120 | |
Other current assets (Restricted deposits) | 56 | 120 |
Total | $ 13,959 | $ 23,869 |
Financial Instruments and Ris_5
Financial Instruments and Risk Management (Details) - Schedule of foreign currency denominated monetary liability - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 3,766 | $ 19,391 |
Deposits | 7,120 | |
Total assets | 10,886 | 19,391 |
Liabilities | ||
Financial liabilities | 368 | 3,215 |
Total | 368 | 3,215 |
Net | $ 10,518 | $ 16,176 |
Financial Instruments and Ris_6
Financial Instruments and Risk Management (Details) - Schedule of sensitivity analysis - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
USD [Member] | ||
Financial Instruments and Risk Management (Details) - Schedule of sensitivity analysis [Line Items] | ||
Sensitivity analysis | $ 1,051 | $ 1,617 |
AUD [Member] | ||
Financial Instruments and Risk Management (Details) - Schedule of sensitivity analysis [Line Items] | ||
Sensitivity analysis | 10 | 205 |
GB Pound [Member] | ||
Financial Instruments and Risk Management (Details) - Schedule of sensitivity analysis [Line Items] | ||
Sensitivity analysis | $ 45 | $ 53 |
Financial Instruments and Ris_7
Financial Instruments and Risk Management (Details) - Schedule of cash flows of financial liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Up to 1 year [Member] | ||
Financial Instruments and Risk Management (Details) - Schedule of cash flows of financial liabilities [Line Items] | ||
Other payables | $ 719 | $ 611 |
Lease liabilities | 381 | 305 |
Trade payables | 150 | 93 |
Loan from the IIA | ||
Total | 1,250 | 1,009 |
Between 1 and 3 years [Member] | ||
Financial Instruments and Risk Management (Details) - Schedule of cash flows of financial liabilities [Line Items] | ||
Other payables | ||
Lease liabilities | 635 | 537 |
Trade payables | ||
Loan from the IIA | 24 | 7 |
Total | 659 | 544 |
More than 3 years [Member] | ||
Financial Instruments and Risk Management (Details) - Schedule of cash flows of financial liabilities [Line Items] | ||
Other payables | ||
Lease liabilities | 374 | 678 |
Trade payables | ||
Loan from the IIA | 776 | 868 |
Total | $ 1,150 | $ 1,546 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Jul. 16, 2021 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
Prepayment paid (in Dollars) | $ 75 | |
Exchange amount | 250,000 | |
Ordinary shares | 2,113,905 | 75,000 |
Fair Value Measurement (Details
Fair Value Measurement (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurement (Details) [Line Items] | |
Expected dividend yield, percentage | 0% |
Bottom of range [member] | |
Fair Value Measurement (Details) [Line Items] | |
Risk-free interest rate, percentage | 5.04% |
Expected volatility, percentage | 56.50% |
Expected term of warrant | 1 year 6 months 14 days |
Top of range [member] | |
Fair Value Measurement (Details) [Line Items] | |
Risk-free interest rate, percentage | 5.26% |
Expected term of warrant | 2 years 6 months 14 days |
Top of range [member] | |
Fair Value Measurement (Details) [Line Items] | |
Expected volatility, percentage | 57.80% |
Fair Value Measurement Level 2 [Member] | |
Fair Value Measurement (Details) [Line Items] | |
Expected dividend yield, percentage | 0% |
Fair Value Measurement Level 2 [Member] | Bottom of range [member] | |
Fair Value Measurement (Details) [Line Items] | |
Risk-free interest rate, percentage | 0.19% |
Expected volatility, percentage | 55.30% |
Expected term of warrant | 2 years 6 months 14 days |
Fair Value Measurement Level 2 [Member] | Top of range [member] | |
Fair Value Measurement (Details) [Line Items] | |
Risk-free interest rate, percentage | 0.73% |
Expected volatility, percentage | 57.80% |
Expected term of warrant | 54 years |
Fair Value Measurement (Detai_2
Fair Value Measurement (Details) - Schedule of warrants - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Level 1 [Member] | ||
Fair Value Measurement (Details) - Schedule of warrants [Line Items] | ||
Non-tradable Warrants | ||
Non-tradable warrants of SAFE and Convertible Loan investors | ||
Financial liability | ||
Tradable warrants | 304 | 1,493 |
Total | 304 | 1,493 |
Level 2 [Member] | ||
Fair Value Measurement (Details) - Schedule of warrants [Line Items] | ||
Non-tradable Warrants | 3 | 196 |
Non-tradable warrants of SAFE and Convertible Loan investors | 35 | 1,393 |
Financial liability | 26 | 133 |
Tradable warrants | ||
Total | 64 | 1,722 |
Level 3 [Member] | ||
Fair Value Measurement (Details) - Schedule of warrants [Line Items] | ||
Non-tradable Warrants | ||
Non-tradable warrants of SAFE and Convertible Loan investors | ||
Financial liability | ||
Tradable warrants | ||
Total |
Fair Value Measurement (Detai_3
Fair Value Measurement (Details) - Schedule of movements in level 2 liability $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Schedule of movements in level 2 liability [Abstract] | |
Balance as of December 31, 2020 | $ 1,492 |
Gains (losses) recognized in profit or loss | 3,373 |
Additions | 7,518 |
Interest | 60 |
Conversion | (10,697) |
Adjustments arising from translating financial operation | (24) |
Balance as of December,31 2021 | 1,722 |
Warrants [Member] | |
Schedule of movements in level 2 liability [Abstract] | |
Balance as of December 31, 2020 | 219 |
Gains (losses) recognized in profit or loss | (19) |
Additions | |
Interest | |
Conversion | |
Adjustments arising from translating financial operation | (4) |
Balance as of December,31 2021 | 196 |
SAFE [Member] | |
Schedule of movements in level 2 liability [Abstract] | |
Balance as of December 31, 2020 | 1,273 |
Gains (losses) recognized in profit or loss | 2,330 |
Additions | 4,161 |
Conversion | (6,680) |
Adjustments arising from translating financial operation | (45) |
Balance as of December,31 2021 | 1,039 |
Convertible loan [Member] | |
Schedule of movements in level 2 liability [Abstract] | |
Balance as of December 31, 2020 | |
Gains (losses) recognized in profit or loss | 612 |
Additions | 3,047 |
Interest | 60 |
Conversion | (3,361) |
Adjustments arising from translating financial operation | (4) |
Balance as of December,31 2021 | 354 |
Financial Liability [Member] | |
Schedule of movements in level 2 liability [Abstract] | |
Balance as of December 31, 2020 | |
Gains (losses) recognized in profit or loss | 450 |
Additions | 310 |
Interest | |
Conversion | (656) |
Adjustments arising from translating financial operation | 29 |
Balance as of December,31 2021 | $ 133 |