Cover
Cover | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Period Start Date | Jan. 01, 2023 |
Document Financial Statement Error Correction [Flag] | false |
Document Shell Company Report | false |
Entity Interactive Data Current | Yes |
Document Accounting Standard | U.S. GAAP |
ICFR Auditor Attestation Flag | false |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Information [Line Items] | |
Entity Registrant Name | INSPIRA TECHNOLOGIES OXY B.H.N. LTD. |
Entity Central Index Key | 0001837493 |
Entity File Number | 001-40303 |
Entity Incorporation, State or Country Code | L3 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | No |
Entity Shell Company | false |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Contact Personnel [Line Items] | |
Entity Address, Address Line One | 2 Ha-Tidhar St |
Entity Address, City or Town | Ra’anana |
Entity Address, Country | IL |
Entity Address, Postal Zip Code | 4366504 |
Entity Listings [Line Items] | |
Entity Common Stock, Shares Outstanding | 15,652,176 |
Ordinary Shares, no par value | |
Entity Listings [Line Items] | |
Title of 12(b) Security | Ordinary Shares, no par value |
Trading Symbol | IINN |
Security Exchange Name | NASDAQ |
Warrants to purchase Ordinary Shares | |
Entity Listings [Line Items] | |
Title of 12(b) Security | Warrants to purchase Ordinary Shares |
Trading Symbol | IINNW |
Security Exchange Name | NASDAQ |
Business Contact [Member] | |
Entity Contact Personnel [Line Items] | |
Contact Personnel Name | Dagi Ben-Noon |
Entity Address, Address Line One | 2 Ha-Tidhar St |
Entity Address, City or Town | Ra’anana |
Entity Address, Country | IL |
Entity Address, Postal Zip Code | 4366504 |
Entity Phone Fax Numbers [Line Items] | |
City Area Code | +972.4 |
Local Phone Number | 6230333 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Ziv Haft |
Auditor Firm ID | 1185 |
Auditor Location | Tel-Aviv, Israel |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 5,041 | $ 6,783 |
Deposits | 2,320 | 7,120 |
Other current assets | 432 | 589 |
Total current assets | 7,793 | 14,492 |
Non-Current Assets: | ||
Right of use assets, net | 1,011 | 1,263 |
Property, plant and equipment, net | 506 | 411 |
Total non-current assets | 1,517 | 1,674 |
Total Assets | 9,310 | 16,166 |
Current Liabilities: | ||
Trade accounts payables | 198 | 152 |
Other accounts payables | 1,026 | 1,216 |
Lease liabilities | 290 | 268 |
Financial liabilities at fair value | 1,470 | 26 |
Total current liabilities | 2,984 | 1,662 |
Non-Current Liabilities: | ||
Lease liabilities | 588 | 873 |
Total non- current liabilities | 588 | 873 |
COMMITMENTS AND CONTINGENCIES | ||
Shareholders’ Equity: | ||
Share capital and additional paid in capital | 61,259 | 57,866 |
Accumulated losses | (55,521) | (44,235) |
Total Shareholders’ Equity | 5,738 | 13,631 |
Total liabilities and Shareholders’ Equity | $ 9,310 | $ 16,166 |
Statements of Comprehensive Los
Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Research and development expenses | $ 7,320 | $ 8,183 | $ 4,070 |
Sales and marketing expenses | 746 | 1,328 | 1,980 |
General and administrative expenses | 4,063 | 5,375 | 6,937 |
Other expenses (income) | 4 | 7 | (23) |
Operating loss | 12,133 | 14,893 | 12,964 |
Interest income from deposits | (318) | (192) | (1) |
Finance expenses (income), net | (529) | 275 | 4,230 |
Loss before tax | 11,286 | 14,976 | 17,193 |
Taxes on income | |||
Total comprehensive and net loss | $ 11,286 | $ 14,976 | $ 17,193 |
Net loss per ordinary share, basic and diluted (in Dollars per share) | $ (0.93) | $ (1.39) | $ (3.24) |
Weighted average number of ordinary shares outstanding basic (in Shares) | 12,095,477 | 10,794,594 | 5,306,225 |
Statements of Comprehensive L_2
Statements of Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Net loss per ordinary share, diluted (in Dollars per share) | $ (0.93) | $ (1.39) | $ (3.24) |
Weighted average number of ordinary shares outstanding diluted | 12,095,477 | 10,794,594 | 5,306,225 |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Equity - USD ($) $ in Thousands | Ordinary Share Capital | Additional Paid in Capital | Accumulated deficit | Total | ||
Balance at Dec. 31, 2020 | $ 304 | $ 10,430 | $ (12,066) | $ (1,332) | ||
Balance (in Shares) at Dec. 31, 2020 | 2,661,095 | |||||
Changes during the period: | ||||||
Par value cancellation | $ (304) | 304 | ||||
Initial Public Offering (“IPO”) | 13,969 | 13,969 | ||||
Initial Public Offering (“IPO”) (in Shares) | 2,931,472 | |||||
Conversion of financial liability | 12,203 | 12,203 | ||||
Conversion of financial liability (in Shares) | 2,113,905 | |||||
Tradable warrants exercise | 9,378 | 9,378 | ||||
Tradable warrants exercise (in Shares) | 1,705,000 | |||||
Changes during the period: | ||||||
RSU vesting | ||||||
RSU vesting (in Shares) | 655,603 | |||||
Changes during the period: | ||||||
Exercise of share-based payments | [1] | |||||
Exercise of share-based payments (in Shares) | 24,631 | |||||
Share-based compensation | 6,703 | 6,703 | ||||
Comprehensive and net loss | (17,193) | (17,193) | ||||
Balance at Dec. 31, 2021 | 52,987 | (29,259) | 23,728 | |||
Balance (in Shares) at Dec. 31, 2021 | 10,091,706 | |||||
Changes during the period: | ||||||
RSU vesting | ||||||
RSU vesting (in Shares) | 1,240,204 | |||||
Changes during the period: | ||||||
Exercise of share-based payments | [1] | |||||
Exercise of share-based payments (in Shares) | 7,030 | |||||
Share-based compensation | 4,879 | 4,879 | ||||
Comprehensive and net loss | (14,976) | (14,976) | ||||
Balance at Dec. 31, 2022 | 57,866 | (44,235) | 13,631 | |||
Balance (in Shares) at Dec. 31, 2022 | 11,338,940 | |||||
Changes during the period: | ||||||
Issuance of ordinary shares and private warrants, net | 1,806 | 1,806 | ||||
Issuance of ordinary shares and private warrants, net (in Shares) | 3,031,250 | |||||
Issuance of placement agent warrants (Note 9) | 131 | 131 | ||||
Issuance of ordinary shares (pursuant to At-The-Market (“ATM”) facility) | 26 | $ 26 | ||||
Issuance of ordinary shares (pursuant to At-The-Market (“ATM”) facility) (in Shares) | 17,566 | 17,566 | ||||
Exercise of share-based payments | 3 | $ 3 | ||||
Exercise of share-based payments (in Shares) | 37,972 | |||||
Restricted share unit (“RSU”) vesting | ||||||
Restricted share unit (“RSU”) vesting (in Shares) | 1,226,448 | |||||
Share-based compensation | 1,427 | 1,427 | ||||
Comprehensive and net loss | (11,286) | (11,286) | ||||
Balance at Dec. 31, 2023 | $ 61,259 | $ (55,521) | $ 5,738 | |||
Balance (in Shares) at Dec. 31, 2023 | 15,652,176 | |||||
[1]Less than thousand dollars |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOW FROM OPERATING ACTIVITIES: | |||
Net loss | $ (11,286) | $ (14,976) | $ (17,193) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation | 111 | 54 | 25 |
Share based compensation expenses | 1,427 | 4,879 | 6,703 |
Share based compensation – placement agent warrants (Note 9) | 59 | ||
Revaluation of simple agreements for future equity (SAFE) and convertible loan at fair value | 3,515 | ||
Evaluation of financial liability at fair value | (306) | (108) | 480 |
Issuance cost | 205 | ||
Prepayments of lease liabilities | (7) | (51) | (12) |
Decrease (increase) in right of use assets | (5) | (99) | 24 |
Decrease (increase) in other current assets | 190 | 99 | (490) |
(Decrease) increase in trade accounts payables | 46 | 59 | 91 |
(Decrease) increase in other accounts payable | (190) | 496 | 172 |
Net cash used in operating activities | (9,756) | (9,647) | (6,685) |
CASH FLOW FROM INVESTING ACTIVITIES: | |||
Purchase of property, plant, and equipment | (206) | (263) | (182) |
Investment in short term deposits | (7,120) | ||
Proceeds from sale of short-term deposits | 4,800 | ||
Net cash provided by (used in) investing activities | 4,594 | (7,383) | (182) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Receipt of simple agreements for future equity (SAFE) and convertible loan | 7,195 | ||
Issuance of ordinary shares | 2,128 | 14,279 | |
Issuance of private warrants | 1,750 | ||
Issuance cost in cash | (454) | ||
Exercise of option | 3 | ||
Issuance of ordinary shares (issuances pursuant to ATM) | 26 | 8,721 | |
Net cash provided by financing activities | 3,453 | 30,195 | |
Net increase (decrease) in cash and cash equivalents | (1,709) | (17,030) | 23,328 |
Cash, cash equivalents and restricted cash at the beginning of the period | 6,839 | 23,869 | 541 |
Cash, cash equivalents and restricted cash at the end of the period | 5,130 | 6,839 | 23,869 |
Conversion of convertible loans to equity | 12,203 | ||
Tradable warrants financial liability at IPO | (310) | ||
Share based compensation – underwriters fees at IPO | (264) | ||
Share based compensation-placement agent warrants against additional paid in capital (Note 9) | (73) | ||
Interest paid | $ 93 | $ 106 | $ 29 |
General
General | 12 Months Ended |
Dec. 31, 2023 | |
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 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 INSPIRA ART100 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 INSPIRA ART100 device and the INSPIRA ART has not yet been tested or used in humans. The Company’s products have not been approved by the U.S. Food and Drug Administration (the “FDA”). The INSPIRA ART100 device was submitted to the FDA for 510k clearance in September 2023, and the Company expect FDA approval by the end of the first half of 2024. 3. On December 26, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with an institutional investor in a registered direct offering (the “Registered Direct Offering”), pursuant to which the Company issued (i) an aggregate of 1,375,000 of the Company’s ordinary shares (the “Ordinary Shares”) at a purchase price of $1.28 per share, and (ii) pre-funded warrants, (“Pre-Funded Warrants”), to purchase up to 1,656,250 Ordinary shares, at a purchase price of $1.28, less $0.001 per Pre-Funded Warrant which were immediately exercised). In addition, pursuant to the Purchase Agreement, the Company issued warrants to the institutional investor to purchase up to an aggregate of 3,031,250 Ordinary Shares at an exercise price of $1.28 per share (“Private Warrants”). The aggregate proceeds received by the Company from the registered direct offering were approximately: $3,424, after deducting placement agent commissions and additional offering costs which totaled in approximately $454. In addition, pursuant to the Purchase Agreement, the Company issued Placement Agent Warrants to purchase up to a total of 7.0% of the aggregate number of Ordinary Shares sold in the transaction, or warrants to purchase up to 212,188 Ordinary Shares. The fair value of the Placement Agent Warrants on the issuance date was $131 and it was recorded as part of the issuance costs (see Note 9). 4. The accompanying financial statements (the “Financial Statements”) have been prepared assuming that the Company will continue as a going concern. To date, the Company is at its development stage. Therefore, the Company has suffered recurring losses from operations and negative cash flows from operations since inception. As of December 31, 2023, the Company had incurred accumulated losses of $55.5 million and expects to continue to fund its operations through fundings such as issuance of convertible securities, Ordinary Shares and warrants and through Israeli governmental grants. There is no assurance that such financing will be obtained. Considering the above, our dependency on external funding for our operations raises a substantial doubt about our ability to continue as a going concern. The Financial Statements do not include any adjustments that might result from the outcome of these uncertainties. 5. Our offices are located in Israel. On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attack, Israel declared war against Hamas and the Israeli military began to call-up reservists for an active duty. At the same time, and because of the declaration of war against Hamas, the clash between Israel and Hezbollah in Lebanon has escalated and there is a possibility that it will turn into a greater regional conflict in the future. As of the date of these Financial Statements, these events have had no material impact on the Company’s operations. 6. 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. 7. These Financial Statements were authorized by the Board of Directors on March 19, 2024. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SIGNIFICANT ACCOUNTING POLICIES: The accompanying Financial Statements have been prepared in conformity with the U.S. GAAP. The significant accounting policies followed in the preparation of the Financial Statements are as follows: A. Conversion from IFRS to U.S. GAAP- The Company has retroactively converted its historical Financial Statements that were prepared in accordance with International Financial Reporting Standards (“IFRS”) to present such Financial Statements in accordance with U.S. GAAP. This is the first Financial Statement presented according to U.S. GAAP. The Company is an Israeli company, and its business operates in the medical technology industry in the field of respiratory support technology and intends to focus its commercial efforts mainly in the USA. The Company’s both long and short-term intentions are to conduct clinical trials in the U.S. with the goal to receive FDA approval as a first and major milestone. The significant differences between IFRS and U.S. GAAP as they relate to these Financial Statements are as follows: (a) Leases Under IFRS, prior to the adoption of U.S. GAAP, the Company, as lessee, applied the single lease model that is similar to the accounting for a finance lease under U.S. GAAP. The expense recognition presented a higher portion of the total expense earlier in the lease term as a combination of straight-line depreciation of the right-of-use asset and the effective interest rate method applied to the lease liability results in a decreasing rate of interest expense recognition throughout the lease term. In addition, the presentation of the lease expenses in the statements of comprehensive loss is different. Under U.S. GAAP it is presented as lease expenses, while under IFRS it is presented as depreciation and interest expense. Under U.S. GAAP, there is dual classification lease accounting model for lessees: finance leases and operating leases. The Company, as lessee, classified all its leases as operating leases and recognizes a single lease expense, including both a right-of-use asset depreciation component and an interest expense component, on a straight-line basis throughout the lease term. (b) Financial Liabilities The Company issued tradable warrants to investors in its initial public offering (the “IPO”) and warrants to its pre-IPO investors. Under IFRS, warrants issued by the Company were classified as financial liabilities and measured at fair value with changes recognized in profit or loss. However, under U.S. GAAP, those warrants are classified as equity instruments due to the change in its functional currency. Upon transitioning to U.S. GAAP, the Company has re-evaluated the classification of its warrants and determined that they meet the criteria for classification as equity instruments. Therefore, the warrants have been reclassified from financial liabilities to equity in the Financial Statements. This reclassification has been applied retroactively to all periods presented in accordance with the requirements of U.S. GAAP. Consequently, the Financial Statements for prior periods have been adjusted to reflect the reclassification of warrants from financial liabilities to equity. Following the change in determining the warrants classification, the Company had changed its IPO expenses allocation between equity and issuance expenses. ( c) Change in Functional Currency Reporting Under IFRS, the functional currency is determined based on the currency of the primary economic environment in which the entity operates. However, under U.S. GAAP, the functional currency is determined based on the currency of the primary economic environment in which the entity generates and expends cash. As a result of this change, the Company has reassessed its functional currency and determined that it now aligns with the currency of the primary economic environment in which cash receipts and payments occur, in accordance with U.S. GAAP requirements. This change in functional currency reporting has been applied retroactively. Management believes that this change in functional currency reporting better reflects the economic substance of the Company’s operation. (d) Government Grants Under International Accounting Standards (“IAS 20”) (under IFRS), the Company capitalized government grants according to revenue forecast and recognized financial expenses over time. However, under U.S. GAAP, the Company will recognize royalties only when it starts to generate revenues. This differs from IFRS, where the Company recognized capitalized liability, financial expenses and lower grant in the research and development expenses. The conversion from IFRS to U.S. GAAP based USD as our operational currency and following other U.S. GAAP differences, resulted in change of our financial results. U.S. GAAP differences as of December 31, 2022: Note IFRS U.S. GAAP Other current assets 2A(c) 591 589 Right of use assets, net 2A(a) 1,107 1,263 Trade accounts payables 2A(c) 150 152 Other accounts payables 2A(c) 1,217 1,216 Current lease liabilities 2A(a) 329 268 Financial liabilities at fair value 2A(b) 368 26 Long term lease liabilities 2A(a) 728 873 Loan from the Israeli Innovation Authority (“IIA”) 2A(g) 398 - Foreign exchange reserve 2A(c) (1,928 ) - Share capital and additional paid in capital 2A(b) 53,814 57,866 Accumulated losses 2A (39,064 ) (44,235 ) Total Shareholders’ Equity 2A 12,822 13,631 U.S. GAAP differences for the year ended December 31, 2021: IFRS U.S. GAAP Research and development expenses 3,909 4,070 Sales and marketing expenses 1,951 1,980 General and administrative expenses 7,572 6,937 Other expenses (income) - (23 ) Operating loss 13,432 12,964 Interest income from deposit - (1 ) Finance expenses (income), net 3,523 4,230 Loss before tax 16,955 17,193 Taxes on income - - Total net loss 16,955 17,193 Exchange (losses) profits arising on translation to presentation currency (845 ) - Total comprehensive loss 16,110 17,193 U.S. GAAP differences for the year ended December 31, 2022: IFRS U.S. GAAP Research and development expenses 8,054 8,183 Sales and marketing expenses 1,325 1,328 General and administrative expenses 5,391 5,375 Other expenses (income) - 7 Operating loss 14,770 14,893 Interest income from deposits - (192 ) Finance expenses (income), net (4,497 ) 275 Loss before tax 10,273 14,976 Taxes on income - - Total net loss 10,273 14,976 Exchange (losses)profits arising on translation to presentation currency 2,138 - Total comprehensive loss 12,411 14,976 B. Use of estimates: The preparation of Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Financial Statements, and the reported amounts of expenses during the reporting period. Items subject to such estimates and assumptions include: ● stock-based compensation expense; ● fair value financial liabilities; ● recognition, measurement, and disclosure of contingent liabilities; ● Interest rate used for lease liability measurement. As of the date of issuance of the Financial Statements, the Company is not aware of any material specific events or circumstances that would require it to update its estimates, judgments, or to revise the carrying values of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the Financial Statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s Financial Statements. C. Foreign Currency The currency of the primary economic environment in which the operations of the Company are conducted is the U.S. dollar (“USD”). The Company’s funding and expected revenues are mostly in USD. Thus, the functional currency of the Company is in USD. Transactions and balances originally denominated in USD are presented at their original amounts. Balances in non-USD currencies are translated into USD using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-USD transactions and other items in the statements of income (indicated below), the following exchange rates are used: (i) for transactions – exchange rates at transaction dates or average exchange rates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) – historical exchange rates. Currency transaction gains and losses are presented in financial expenses (income), net as appropriate. The functional currency of the Company is USD. D. Property, Plant, and Equipment Property and equipment are stated at cost. Depreciation is computed based on the straight-line method, over the estimated useful life of the assets. Annual rates of depreciation are as follows: % Computers 33 Development equipment 20 Furniture and office equipment 6-15 Leasehold Improvements 10 E. Leases The Company implemented Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”) using the modified retrospective approach for all lease arrangements as of such date. The Company leases office space and vehicles under operating leases. Arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. The lease liability was measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate. The weighted-average rate applied was 9.60%. Right-of-use assets were measured at an amount equal to the lease liability. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. F. Research and Development Costs. Research and development expenses consist primarily of payroll, payroll related expenses, subcontractors, and materials. Costs are expensed as incurred. G. Government Grants The Company receives royalty-bearing grants from the IIA for approved research and development projects. Under Israeli law, royalties on the revenues derived from products and services developed using such grants, are payable to the Israeli Government. Royalties payable with respect to grants received under programs approved after January 1, 1999, are subject to interest on the dollar-linked value of the total grants received at an annual rate of London Interbank Offered Rate (“LIBOR”) applicable to dollar deposits. In September 2021, the Bank of Israel, which determines annual interest rates, published a directive which stated that annual interest at a variable rate linked to the LIBOR rate for loans in USD will be replaced by the Secured Overnight Financing Rate, (“SOFR”), in January 2024. The amounts of grants received and recorded into income should be disclosed for each period presented. The research and development grants are presented in the statement of operations as an offset to related research and development expenses. Companies are required to pay royalties in connection with such grants at specified rates, up to the total dollar-linked amount of such grants. H. Finance Income and Expenses. Finance income is composed of interest on deposits, while finance expenses are composed of interest on senior secured credit facility, bank charges and net currency exchange rates differences. I. 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. J. Share-Based Compensation. Share-based compensation expenses related to employees, directors and subcontractors’ options or restricted share units, (“RSU”) which recognized based on their fair value, which is based on the fair value of the underlying Ordinary Shares as to the de-minimis exercise price using the graded vesting method. The Company recognizes compensation expense for grants of share-based awards to its employees based on the estimated fair value on the grant date. Compensation cost for awards is recognized over the requisite service period, which approximates the vesting period. Share-based compensation is included in research and development, selling and marketing and general and administrative expenses. Forfeitures of equity grants are recognized as incurred. All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. K. Warrants The Company issues warrants as part of its financing activities or compensation arrangements. Warrants are derivative financial instruments that entitle the holder to purchase a specified number of the Company’s ordinary shares at a predetermined exercise price. Warrants issued by the Company may have various terms, including expiration dates, exercise prices, and conditions. The Company classifies warrants as either equity or liabilities upon issuance, based on specific terms and conditions and in accordance with Accounting Standard Codification (“ASC”) 815, Derivatives and Hedging. Warrants are classified as equity if they meet the criteria for equity classification outlined in ASC 815-40. Otherwise, warrants are classified as liabilities. L. Severance Israeli labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. The Company’s pension and severance pay liabilities are covered mainly by insurance policies. Pursuant to section 14 of the Israeli Severance Compensation Act, 1963 (“Section 14”), the Company’s employees are entitled to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments in accordance with Section 14 relieve the Company from any future severance payments in respect of those employees and, as such, the Company may only utilize the insurance policies for the purpose of paying severance pay. M. Basic and Diluted Loss Per Share Basic and diluted loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of Ordinary Shares outstanding during the financial year, adjusted for Ordinary Shares issued during the year, if applicable. N. Fair Value Measurements The Company measures and discloses fair value in accordance with the Financial Accounting Standards Board (“FASB”), ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. Fair value is an exit price, representing the amount 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair-value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 – unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Level 2 – pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3 – pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Level 3 inputs are considered as the lowest priority within the fair value hierarchy. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The fair value of cash is based on its demand value, which is equal to its carrying value. Additionally, the carrying value of all other short-term monetary assets and liabilities are estimated to be equal to their fair value due to the short-term nature of these instruments. O. Concentration of Credit Risk The Company maintains certain cash balances in a well-known Israeli banks and U.S based banks. The Company’s operating expenses are denominated mainly in New Israeli Shekel (“NIS”), and therefore, subject to foreign currency risk. P. Cash and Cash Equivalent Cash equivalents are highly liquid investments that are readily convertible into cash, typically with an original maturity of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. Restricted cash consists of funds that are contractually restricted to bank guarantee due to rental agreements. The Company has presented restricted cash separately from cash and cash equivalents in the balance sheets. Q. Segment Information The Company has a single operating and reportable segment. The Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, evaluates the performance of its business based on financial data consistent with the presentation in the accompanying Financial Statements for the purposes of making operating decisions, assessing financial performance, and allocating resources. R. New accounting Pronouncements Accounting Standards Adopted in 2023 ASU 2023-03 In July 2023, the FASB issued ASU 2023-03 to amend various U.S. Securities and Exchange Commission (the “SEC”) paragraphs in the ASC to primarily reflect the issuance of SEC Staff Accounting Bulletin No. 120. ASU No. 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock.” ASU 2023-03 amends the ASC for SEC updates pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820), “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” which clarifies that contractual restrictions on equity security sales are not considered part of the security unit of account and, therefore, are not considered in measuring fair value. In addition, the restrictions cannot be recognized and measured as separate units of account. Disclosures on such restrictions are also required. The amendments are effective for Fiscal years beginning after December 15, 2023, and interim periods within those fiscal years on a prospectively basis. The Company expects that ASU 2022-03 will not have a material impact on its Financial Statements and related disclosures. Accounting Pronouncements Issued but Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The ASU’s amendments are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this pronouncement on our Financial Statements. In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which addresses the accounting and disclosure requirements for certain crypto assets. This ASU requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. The ASU’s amendments are effective for all entities holding assets that meet certain scope criteria for fiscal years beginning after December 15, 2024, including interim periods within those years. Early adoption is permitted for both interim and annual periods. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. We do not expect this pronouncement to have a material impact on our Financial Statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Under this ASU, public entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). This ASU’s amendments are effective for all entities that are subject to Topic 740, Income Taxes, for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this pronouncement on our disclosures. |
Deposits
Deposits | 12 Months Ended |
Dec. 31, 2023 | |
Deposits [Abstract] | |
DEPOSITS | NOTE 3 – DEPOSITS: The Company’s deposits consist of 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. Interest earned is recorded as finance income, net in the statement of operations during the years for which the Company held short-term deposits. As of December 31, 2023, the Company had a deposit in USD at Leumi Bank (Israel) in amount of $2,040, including interest that bore fixed annual interest of 6.18% and a deposit in NIS in amount of $280 that bore fixed annual interest of 4.85%. As of December 31, 2022, the Company had deposits in total amount of $7,120. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4 - OTHER CURRENT ASSETS: December 31, December 31, Prepaid expenses 176 254 Institutions 164 276 Restricted Cash 89 56 Others 3 3 Total 432 589 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5 - PROPERTY AND EQUIPMENT, NET: For the year ended December 31, 2023: Computers Leasehold Development Furniture Total Cost At January 1, 2023 121 33 229 116 499 Additions 51 3 152 - 206 At December 31, 2023 172 36 381 116 705 Accumulated depreciation At January 1, 2023 51 4 25 8 88 Depreciation 51 4 48 8 111 At December 31, 2023 102 8 73 16 199 Net book value: As of December 31, 2023 70 28 308 100 506 * Less than thousand dollars For the year ended December 31, 2022: Computers Leasehold Development Furniture Total Cost At January 1, 2022 84 7 64 81 236 Additions 37 26 165 35 263 At December 31, 2022 121 33 229 116 499 Accumulated depreciation At January 1, 2022 22 1 8 3 34 Depreciation 29 3 17 5 54 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 |
Other Accounts Payable
Other Accounts Payable | 12 Months Ended |
Dec. 31, 2023 | |
Other Accounts Payable [Abstract] | |
OTHER ACCOUNTS PAYABLE | NOTE 6 - OTHER ACCOUNTS PAYABLE: December 31, December 31, Employees’ salaries and related liabilities 388 396 Related parties 354 332 Accrued expenses 267 470 Other 17 18 Total 1,026 1,216 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 - COMMITMENTS AND CONTINGENCIES A. Royalties to the IIA: In September 2019, the IIA approved an application that supports upgrading the Company’s manufacturing capabilities for an aggregate budget of NIS 4,880,603(approximately $1,500,000). The IIA committed to fund 60% of the approved budget. Eventually the project budget concluded in the aggregate amount of NIS 4,623,142 (approximately $1,333) The program is for the period beginning October 2019 through November 2020 and the Company received total funds in the amount of NIS 2,773,885 (approximately $800) from the IIA. According to the agreements with the IIA, The Company will pay royalties of 3% to 3.5% of future sales up to an amount equal to the accumulated grant received including annual interest of LIBOR linked to the USD. Repayment of the grant is contingent upon the successful completion of the Company’s research and development (“R&D”) programs and generating sales. The Company has no obligation to repay these grants if the R&D programs fail, are unsuccessful or aborted or if no sales are generated. The Company had not generated sales as of December 31, 2023; therefore, no liability was recorded in these Financial Statements. IIA grants are recorded as a reduction of R&D expenses, net. During October 2023, the IIA has approved a support of another development project of the Company at an aggregate budget of NIS 3,850,869 (approximately $1,062). The IIA committed to fund 40% of the approved budget. No funds have been received by the Company yet. Research and development grants deducted from research and development expenses amounted to nil, $106 and $694 for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2023, the maximum obligation with respect to the grants received from the IIA, contingent upon entitled future sales, is $871 plus LIBOR interest. In September 2021, the Bank of Israel, which determines annual interest rates, published a directive which stated that annual interest at a variable rate linked to the LIBOR rate for loans in USD will be replaced by the SOFR, in January 2024.The Company has obligations regarding know-how, technology, or products, not to transfer the information, rights thereon and production rights which derive from the research and development without the IIA Research Committee approval. B. Lease Commitments – Operating Leases: In August 2022, the Company entered into a lease agreement for its facilities in Ra’anana, Israel. The lease agreement is for a period of 69 months commencing September 1, 2021, and the Company began to pay lease and related expenses after completing 3 months of lease. The Company has the option to shorten the period and terminates the lease agreement after completing 45 months of rent by paying an amount of NIS 500,000, (approximately $153). This amount of reimbursement will be deducted monthly in NIS 30,000, (approximately $9) if the Company terminates the agreement after 45 months of rent. The annual lease payment, including management fees, as of December 31, 2023, is approximately NIS 69,000 ($19). As security for the obligations under this lease agreement, the Company provided a bank guarantee in an amount equal to three monthly lease payments plus the Israeli value added tax and an unlimited guarantee according to the terms specified in the contract. The total expenses related to the leases were $371 for the year ended December 31, 2023, and $333 for the year ended December 31, 2022. The right-of-use asset and lease liability are initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate based on the information available at the date of determining the present value of the lease payments. The Company’s incremental borrowing rate is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located. The Company has various operating leases for vehicles that expire through 2027. Below is a summary of the Company’s operating right-of-use assets and operating lease liabilities as of December 31, 2023, and 2022: December 31, 2023 December 31, Operating lease liabilities, current 290 268 Operating lease liabilities long-term 588 873 Total operating lease liabilities 878 1,141 Weighted Average of Remaining Lease Term 3.33 4.2 Weighted-average discount rate - operating leases 9.6 % 9.92 % Lease payments for the Company’s right-of-use assets over the remaining lease periods as of December 31, 2023, are as follows: December 31, 2024 357 2025 290 2026 220 2027 144 Total undiscounted lease payment 1,011 Less: Interest* (133 ) Present value of lease liabilities 878 * Future lease payments were discounted by 7.98%-15.04% interest rate. C. Legal Claims 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, 2023, and 2022. On December 12, 2021, the Company terminated its employment agreement with Dr. Udi Nussinovitch, one of its founders who served as the Company’s Chief Scientific Officer since March 2018. On February 24, 2022, the Company sued Mr. Nussinovitch for breach good faith and his fiduciary duties as a shareholder and former officer of the Company. On November 9, 2022, the Company received notice of a complaint filed by Mr. Nussinovitch, as well as a complaint filed with the regional labor court in Tel Aviv, Israel 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. A partial hearing was held in the regional labor court on July 19, 2023, and the parties were required by the court to file their positions on a stay of the proceeding pending the decision on the case initiated by the Plaintiff in the District Court. A pre-trial was held in the district court on January 21, 2024. During the hearing, the court suggested that the parties consider the possibility of resolving the case through an out-of-court arrangement or mediation. The parties agreed to a mediation process. As of the date of these Financial Statement, the Company believes that the claims will result in no payments by the Company. |
Finacial Liabilities at Fair Va
Finacial Liabilities at Fair Value | 12 Months Ended |
Dec. 31, 2023 | |
Finacial Liabilities at Fair Value [Abstract] | |
FINACIAL LIABILITIES AT FAIR VALUE | NOTE 8 - FINACIAL LIABILITIES AT FAIR VALUE: December 31, 2023 December 31, Financial liability (1) 11 26 Non-tradable warrants (2) 1,459 - Total 1,470 26 1. Financial Liability The Company agreed to pay fees of 7% from the funds that will be received in an event of exercise of the Company’s tradable warrants which created a financial liability. The financial liability was designated to be measured at fair value through profit or loss. The financial liability fair value as of December 31, 2023, and 2022 is $11 and $26 respectively. 2. Private Warrants On December 26, 2023, the Company entered into the Purchase Agreement (Note 1 and Note 9), pursuant to which it issued unregistered warrants, to purchase up to an aggregate of 3,031,250 Ordinary Shares at an exercise of $1.28 per share. The Warrants were exercisable immediately upon issuance and will expire three and a half years following their issuance. The warrants include cashless exercise mechanism, according to the terms specified in the agreement. The warrants may create obligation to transfer cash to the investors at fundamental transactions according to fair value of the black Scholes model that include variable inputs. Therefore, the Company accounts for the warrants as financial liability instruments that measured at fair value and recognized financial expenses or income through profit and loss. The warrants fair value as of the issuance date and December 31, 2023, were $1,750 and $1,459 respectively. The key inputs that were used in the Private Warrants fair value as of issuance date were: ● risk-free interest rate 4.00% ● expected volatility 66.71% ● expected dividend yield of 0% ● expected term of warrants – 3.5 years. The key inputs that were used in the Private Warrants fair value as of December 31, 2023, were: ● risk-free interest rate 4.00% ● expected volatility 66.63% ● expected dividend yield of 0% ● expected term of warrants – 3.5 years. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders' Equity (Deficit) [Abstract] | |
SHAREHOLDERS' EQUITY (DEFICIT) | NOTE 9 - SHAREHOLDERS’ EQUITY (DEFICIT): A. Share capital: Number of shares as of Number of shares as of 2023 2022 Authorized Issued and outstanding Authorized Issued and outstanding Ordinary shares 100,000,000 15,652,176 100,000,000 11,338,940 Since the Company’s incorporation in February 2018 and before its 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; and (ii) 1,877,196 Ordinary Shares as bonus shares for no consideration to existing shareholders. In 2020 the Company issued an aggregate of 756,333 Ordinary Shares to investors as part of a loan conversion and non-tradable warrants to purchase an additional 169,019 Ordinary Shares upon consummation of its IPO. The warrants are exercisable into Ordinary Shares of the Company at an exercise price equal to the initial public offering price which was $5.50 and are exercisable for three years after the IPO. 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 of the Ordinary Shares 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 was 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 the Nasdaq Capital Market whereby the Company sold 2,909,091 Ordinary Shares and tradable warrants to purchase 3,345,455 Ordinary Shares (inclusive of tradable warrants to purchase 436,364 Ordinary Shares pursuant to the exercise of an overallotment option granted to the underwriters). The tradable warrants have an exercise price of $5.50 and they are exercisable for five years after the IPO date. 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. 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 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 in $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 IPO price and be exercisable for three years after the IPO. 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 at fair value 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 expenses direct and non- direct, cash and non-cash were: $3,551. Total IPO expenses allocated to the profit and loss were $546. Total IPO expenses deducted from the equity were $3,032. 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 with 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. On April 4, 2023, the Company entered into a sales agreement (the “Sales Agreement”) with Roth Capital Partners, LLC, as sales agent, pursuant to which the Company could offer and sell, from time to time, through the sales agent, Ordinary Shares pursuant to an At-The-Market facility (“ATM”). During 2023, the Company sold 17,566 Ordinary Shares under the ATM. On October 23, 2023, the Company terminated the Sales Agreement and the associated ATM, effective immediately. On December 26, 2023, the Company completed the Registered Direct Offering, whereby the Company sold (i) 1,375,000 Ordinary Shares at a purchase price of $1.28 per share, and (ii) Pre-Funded Warrants, to purchase up to 1,656,250 Ordinary Shares, at a purchase price of $1.28, less $0.001 per Pre-Funded Warrant. (iii) Private Warrants, to purchase up to an aggregate of 3,031,250 Ordinary Shares at an exercise of $1.28 per share (Note 8.2). The Pre-Funded Warrants were exercised on the same day and the day after the transaction in full in an exercise price of $0.01 per share and the Company issued 1,656,250 additional Ordinary Shares. The aggregate proceeds received by the Company from the registered direct offering were approximately $3,424, after deducting underwriting discounts and commissions and additional cash offering costs totaled in approximately $454. The Company issued the Placement Agent in the agreement a number of warrants equal to a total of 7.0% of the aggregate number of Ordinary Shares sold in the transaction, total to 212,188 warrants to purchase up to 212,188 Ordinary Shares, were issued. The Placement Agent Warrants were substantially on the same terms as the Warrants issued to the investor in the offering, except an exercise price of $1.60 per share. The Placement agent Warrants were exercisable immediately upon issuance and will expire five years following their issuance. The Company accounts for the Placement Agent Warrants as equity-classified instruments (as part of additional paid in capital), based on an assessment of ASC 718. The fair value of the warrants at the issuance date was $131. Those cash and non-cash issuance costs were accounted proportionally to issuance expenses and decrease of additional paid in capital, according to the ratio of the liability versus equity in the Registered Direct offering. During the year ended December 31, 2023, the Company issued an aggregate amount of 1,226,448 Ordinary Shares in connection with vested RSUs and an additional 37,972 Ordinary Shares in connection with option exercises. B. Warrants reserves - 1. The following table reconciles the movement in warrants outstanding at the beginning and end of the period: Number of Warrants Weighted-average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value Balance as of December 31, 2022 3,121,095 5.58 1.74 4,667,915 Issued 212,188 1.6 5 131,555 Exercised - - - - Forfeited - - - - Expired - - - - Balance as of December 31, 2023 3,333,283 5.47 1.83 4,799,470 2. The following table summarizes information about the Company’s outstanding warrants as of December 31, 2023 Exercise Price Warrants outstanding as of December 31, Expiration date Aggregate Intrinsic value 5.5 1,640,455 15/07/2026 2,214,614 5.5 1,057,350 15/07/2024 1,691,760 5.5 277,835 15/07/2025 497,533 6.875 145,455 15/01/2027 264,008 1.6 212,188 28/12/2028 131,555 3,333,283 4,799,470 C. 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 11,286 14,976 17,193 Total number of Ordinary Shares 15,652,176 11,338,940 10,091,706 Weighted average number of Ordinary Shares 12,095,477 10,794,594 5,306,225 Basic and diluted loss per share (0.93 ) (1.39 ) (3.24 ) |
Research and Development Expens
Research and Development Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development Expenses [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES | NOTE 10 - RESEARCH AND DEVELOPMENT EXPENSES: Year ended Year ended Year ended Salary and related expenses 4,429 3,458 1,543 Materials and related expenses 1,365 1,082 204 Share based payment 663 2,392 1,792 Subcontractors 304 850 496 Depreciation 291 188 94 IIA participation - - (106 ) Other 268 213 47 Total 7,320 8,183 4,070 |
Sales and Marketing Expenses
Sales and Marketing Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Sales and Marketing Expenses [Abstract] | |
SALES AND MARKETING EXPENSES: | NOTE 11 - SALES AND MARKETING EXPENSES: Year ended Year ended Year ended Professionals’ fees 348 527 520 Salary and related expenses 248 282 220 Share-based payment 89 503 1,215 Other 61 16 25 746 1,328 1,980 |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2023 | |
General and Administrative Expenses [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 12 - GENERAL AND ADMINISTRATIVE EXPENSES: Year ended Year ended Year ended Professional fees 1,432 1,500 1,390 Salary and related expenses 766 716 545 Director’s fees 241 239 111 Related NASDAQ IPO expenses - - 546 Funds raising expenses 260 - - Share-based payment 675 1,984 3,696 Insurance expenses 300 557 363 Office maintenance 129 102 91 Depreciation 115 104 84 Travel abroad 100 105 65 Others 45 68 46 Total 4,063 5,375 6,937 |
Financial (Income) and Expenses
Financial (Income) and Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Financial (Income) and Expenses [Abstract] | |
FINANCIAL (INCOME) AND EXPENSES | NOTE 13 - FINANCIAL (INCOME) AND EXPENSES: Year ended Year ended Year ended Revaluation of financial liabilities at fair value through profit or loss (306 ) (108 ) 3,995 Interest on financial liabilities - 59 Foreign currency transaction income (233 ) 530 113 Finance expense in respect of lease liability - (143 ) 42 Others 10 (4 ) 21 Total (529 ) 275 4,230 |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2023 | |
Taxes on Income [Abstract] | |
TAXES ON INCOME | NOTE 14 - TAXES ON INCOME: A. Taxes on income: The Israeli corporate tax rate was 23% in 2023 and 2022. B. Net operating losses carry forwards Carryforward tax losses of the Company as of December 31, 2023, amounted to approximately $24,000; however, a full valuation allowance of $7,000 was recorded against the potential future tax benefits. The deferred tax assets and liabilities are composed of the following: December 31, December 31, Deferred tax assets: Net operating loss carryforward 5,519 3,324 Accrued expenses 80 66 R&D capitalization 1,335 1,005 Fund raising costs 2021 - 275 Fund raising costs 2023 70 - Operating lease liability 8 - Total deferred tax assets 7,012 4,670 Valuation allowance (7,012 ) (4,670 Deferred tax liabilities: Total deferred tax liabilities - - Net deferred taxes - - C. Theoretical tax: Year ended Year ended Year ended Loss before taxation (11,286 ) (14,976 ) (17,193 ) Theoretical tax credit at applicable statutory rate: 23% (2,596 ) (3,444 ) (3,954 ) Non-allowable expenses (244 ) (1,026 ) (1,527 ) Temporary differences and tax losses for which no Deferred Tax Asset is recognized (2,352 ) (2,418 ) (2,427 ) Income tax benefit - - - |
Share-Based Payment
Share-Based Payment | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment [Abstract] | |
SHARE-BASED PAYMENT | NOTE 15 - SHARE-BASED PAYMENT: In December 2019, the Company established a share option plan (the “2019 Plan”). The options to employees are granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise. The Company makes awards of options and restricted shares under the 2019 Plan, which may be issued at the discretion of the Board of Directors from time to time. Under this 2019 Plan, each option or RSU is exercisable into one Ordinary Share of the Company. The options may be exercised after vesting and in accordance with vesting schedules which will be determined by the Board of Directors for each grant. The maximum term of the options issuable under the 2019 Plan is 10 years. The following are the significant stock options and RSUs transactions with employees, Board of Directors members and non-employees made during the year ended December 31, 2021 and the year ended December 31, 2022: On February 21, 2021, the Company’s Board of Directors approved a grant of non-tradable shares options to purchase 13,605 Ordinary Shares and share options to purchase 21,768 Ordinary Shares. 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 2019 Plan is ten years. On March 16, 2021, the Company’s Board of Directors approved a grant of 81,633 non-tradable shares options to purchase up to 81,633 Ordinary Shares to a director. 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 2019 Plan is ten years. 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 2019 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. 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 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. 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 2019 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. On May 19, 2022, the Company’s Board of Directors approved a grant of 30,000 RSUs to an employee. The RSUs vest over a period of three years, with a 1-year cliff period, commencing on the grant date. On November 22, 2022, the Company’s Board of Directors approved a grant of 165,000 RSUs to employees. The RSUs vest over a period of three years, with a 1-year cliff period, commencing on the grant date. There was no grant of options or restricted shares during the year period ended December 31, 2023. 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, 2023, the Company recorded share-based payment expenses to employees, directors and subcontractors in the amount of $1,427. 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. During the year ended December 31, 2021, the Company recorded share-based payment expenses to employees, directors and subcontractors in the amount of $6,703. The options to services providers and advisers outstanding as of December 31, 2023, December 31, 2022 and December 31, 2021 were as follows: Year ended Year ended Year ended Number of options Weighted average Exercise price NIS Number of options Weighted average Exercise price NIS Number of options Weighted average Exercise price NIS Outstanding at beginning of year 114,512 3.058 87,833 0.37 165,987 0.37 Reclassified to employees and directors - - - - (71,260 ) 0.37 Granted - - 29,400 10.84 16,326 0.37 Exercised 9,401 0.367 (2,721 ) 0.37 (20,086 ) 0.37 Forfeited - - - - (3,134 ) 0.37 Options outstanding 105,111 4.085 114,512 3.058 87,833 0.37 Options exercisable 94,242 3.267 82,257 0.71 62,715 0.37 Share-based payment expenses $ 19 $ 54 $ 279 The RSUs to services providers and advisers outstanding as of December 31, 2023, December 31, 2022 and December 31, 2021 were as follows: Year ended Year ended Year ended Number of RSUs Number of RSUs Number of RSUs Outstanding at beginning of year 18,266 10,000 - Granted - 22,500 10,000 Vested 10,833 14,234 - RSUs outstanding 7,433 18,266 10,000 RSU’s Vested 25,067 14,234 - Share-based payment expenses $ 9 $ 33 $ 16 The options to employees and directors outstanding as of December 31, 2023, December 31, 2022 and December 31, 2021 were as follows: Year ended Year ended Year ended Number of options Weighted average Exercise price NIS Number of options Weighted average Exercise price NIS Number of options Weighted average Exercise price NIS Outstanding at beginning of year 386,260 0.37 448,120 0.37 296,038 0.37 Reclassified to employees and directors - - 71,260 0.37 Granted - - 95,238 0.37 Exercised - 4,309 0.37 (4,544 ) 0.37 Forfeited 28,571 0.37 57,551 0.37 (9,872 ) 0.37 Options outstanding 357,689 0.37 386,260 0.37 448,120 0.37 Options exercisable 350,131 0.37 342,757 0.37 347,069 0.37 Share-based payment expenses $ 47 - $ 174 - $ 394 - The RSUs to employees and directors outstanding as of December 31, 2023, December 31, 2022 and December 31, 2021 were as follows: Year ended Year ended Year ended Number of RSUs Number of RSUs Number of RSUs Outstanding at beginning of year 1,727,842 2,002,587 - Granted - 1,016,854 2,658,188 Forfeited 67,087 65,626 Vested 1,215,615 1,225,973 655,601 RSUs outstanding 445,140 1,727,842 2,002,587 RSU’s Vested 3,097,189 1,881,574 655,601 Share-based payment expenses $ 1,352 $ 4,618 $ 6,014 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 16 - 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 1,761 1,923 1,042 Share based payment – officers and directors 1,009 3,745 5,876 2. Balances with related parties Name Nature of transaction December 31, December 31, Officers Salaries and related (314 ) (292 ) Directors Compensation for directors (40 ) (40 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 - SUBSEQUENT EVENTS: On January 22, 2024, the Company’s Board of Directors approved a grant of 320,000 RSUs to employees and options to purchase an aggregate of 80,000 Ordinary Shares to service providers under the 2019 Plan. As of the date these Financial Statements, options to purchase 40,499 Ordinary Shares are vested and 133,329 of the RSUs are vested and their underlying shares were issued immediately after the grant approval. On February 5, 2024, the Company’s Board of Directors approved a grant of 517,000 RSUs to executives. None On February 27, 2024, the Company’s Board of Directors approved the issuance of warrants to purchase up to 220,000 Ordinary Shares to a service provider in connection with certain investor relations services. The warrants have a term of 6 months commencing on May 20, 2024, and an exercise price of $2.25 per share. The warrants will be forfeited in the event the Company terminates the service provider agreement. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (11,286) | $ (14,976) | $ (17,193) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Conversion from IFRS to U.S. GAAP | A. Conversion from IFRS to U.S. GAAP- The Company has retroactively converted its historical Financial Statements that were prepared in accordance with International Financial Reporting Standards (“IFRS”) to present such Financial Statements in accordance with U.S. GAAP. This is the first Financial Statement presented according to U.S. GAAP. The Company is an Israeli company, and its business operates in the medical technology industry in the field of respiratory support technology and intends to focus its commercial efforts mainly in the USA. The Company’s both long and short-term intentions are to conduct clinical trials in the U.S. with the goal to receive FDA approval as a first and major milestone. The significant differences between IFRS and U.S. GAAP as they relate to these Financial Statements are as follows: (a) Leases Under IFRS, prior to the adoption of U.S. GAAP, the Company, as lessee, applied the single lease model that is similar to the accounting for a finance lease under U.S. GAAP. The expense recognition presented a higher portion of the total expense earlier in the lease term as a combination of straight-line depreciation of the right-of-use asset and the effective interest rate method applied to the lease liability results in a decreasing rate of interest expense recognition throughout the lease term. In addition, the presentation of the lease expenses in the statements of comprehensive loss is different. Under U.S. GAAP it is presented as lease expenses, while under IFRS it is presented as depreciation and interest expense. Under U.S. GAAP, there is dual classification lease accounting model for lessees: finance leases and operating leases. The Company, as lessee, classified all its leases as operating leases and recognizes a single lease expense, including both a right-of-use asset depreciation component and an interest expense component, on a straight-line basis throughout the lease term. (b) Financial Liabilities The Company issued tradable warrants to investors in its initial public offering (the “IPO”) and warrants to its pre-IPO investors. Under IFRS, warrants issued by the Company were classified as financial liabilities and measured at fair value with changes recognized in profit or loss. However, under U.S. GAAP, those warrants are classified as equity instruments due to the change in its functional currency. Upon transitioning to U.S. GAAP, the Company has re-evaluated the classification of its warrants and determined that they meet the criteria for classification as equity instruments. Therefore, the warrants have been reclassified from financial liabilities to equity in the Financial Statements. This reclassification has been applied retroactively to all periods presented in accordance with the requirements of U.S. GAAP. Consequently, the Financial Statements for prior periods have been adjusted to reflect the reclassification of warrants from financial liabilities to equity. Following the change in determining the warrants classification, the Company had changed its IPO expenses allocation between equity and issuance expenses. ( c) Change in Functional Currency Reporting Under IFRS, the functional currency is determined based on the currency of the primary economic environment in which the entity operates. However, under U.S. GAAP, the functional currency is determined based on the currency of the primary economic environment in which the entity generates and expends cash. As a result of this change, the Company has reassessed its functional currency and determined that it now aligns with the currency of the primary economic environment in which cash receipts and payments occur, in accordance with U.S. GAAP requirements. This change in functional currency reporting has been applied retroactively. Management believes that this change in functional currency reporting better reflects the economic substance of the Company’s operation. (d) Government Grants Under International Accounting Standards (“IAS 20”) (under IFRS), the Company capitalized government grants according to revenue forecast and recognized financial expenses over time. However, under U.S. GAAP, the Company will recognize royalties only when it starts to generate revenues. This differs from IFRS, where the Company recognized capitalized liability, financial expenses and lower grant in the research and development expenses. The conversion from IFRS to U.S. GAAP based USD as our operational currency and following other U.S. GAAP differences, resulted in change of our financial results. U.S. GAAP differences as of December 31, 2022: Note IFRS U.S. GAAP Other current assets 2A(c) 591 589 Right of use assets, net 2A(a) 1,107 1,263 Trade accounts payables 2A(c) 150 152 Other accounts payables 2A(c) 1,217 1,216 Current lease liabilities 2A(a) 329 268 Financial liabilities at fair value 2A(b) 368 26 Long term lease liabilities 2A(a) 728 873 Loan from the Israeli Innovation Authority (“IIA”) 2A(g) 398 - Foreign exchange reserve 2A(c) (1,928 ) - Share capital and additional paid in capital 2A(b) 53,814 57,866 Accumulated losses 2A (39,064 ) (44,235 ) Total Shareholders’ Equity 2A 12,822 13,631 U.S. GAAP differences for the year ended December 31, 2021: IFRS U.S. GAAP Research and development expenses 3,909 4,070 Sales and marketing expenses 1,951 1,980 General and administrative expenses 7,572 6,937 Other expenses (income) - (23 ) Operating loss 13,432 12,964 Interest income from deposit - (1 ) Finance expenses (income), net 3,523 4,230 Loss before tax 16,955 17,193 Taxes on income - - Total net loss 16,955 17,193 Exchange (losses) profits arising on translation to presentation currency (845 ) - Total comprehensive loss 16,110 17,193 U.S. GAAP differences for the year ended December 31, 2022: IFRS U.S. GAAP Research and development expenses 8,054 8,183 Sales and marketing expenses 1,325 1,328 General and administrative expenses 5,391 5,375 Other expenses (income) - 7 Operating loss 14,770 14,893 Interest income from deposits - (192 ) Finance expenses (income), net (4,497 ) 275 Loss before tax 10,273 14,976 Taxes on income - - Total net loss 10,273 14,976 Exchange (losses)profits arising on translation to presentation currency 2,138 - Total comprehensive loss 12,411 14,976 |
Use of estimates | B. Use of estimates: The preparation of Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Financial Statements, and the reported amounts of expenses during the reporting period. Items subject to such estimates and assumptions include: ● stock-based compensation expense; ● fair value financial liabilities; ● recognition, measurement, and disclosure of contingent liabilities; ● Interest rate used for lease liability measurement. As of the date of issuance of the Financial Statements, the Company is not aware of any material specific events or circumstances that would require it to update its estimates, judgments, or to revise the carrying values of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the Financial Statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s Financial Statements. |
Foreign Currency | C. Foreign Currency The currency of the primary economic environment in which the operations of the Company are conducted is the U.S. dollar (“USD”). The Company’s funding and expected revenues are mostly in USD. Thus, the functional currency of the Company is in USD. Transactions and balances originally denominated in USD are presented at their original amounts. Balances in non-USD currencies are translated into USD using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-USD transactions and other items in the statements of income (indicated below), the following exchange rates are used: (i) for transactions – exchange rates at transaction dates or average exchange rates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) – historical exchange rates. Currency transaction gains and losses are presented in financial expenses (income), net as appropriate. The functional currency of the Company is USD. |
Property, Plant, and Equipment | D. Property, Plant, and Equipment Property and equipment are stated at cost. Depreciation is computed based on the straight-line method, over the estimated useful life of the assets. Annual rates of depreciation are as follows: % Computers 33 Development equipment 20 Furniture and office equipment 6-15 Leasehold Improvements 10 |
Leases | E. Leases The Company implemented Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”) using the modified retrospective approach for all lease arrangements as of such date. The Company leases office space and vehicles under operating leases. Arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. The lease liability was measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate. The weighted-average rate applied was 9.60%. Right-of-use assets were measured at an amount equal to the lease liability. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. |
Research and Development Costs | F. Research and Development Costs. Research and development expenses consist primarily of payroll, payroll related expenses, subcontractors, and materials. Costs are expensed as incurred. |
Government Grants | G. Government Grants The Company receives royalty-bearing grants from the IIA for approved research and development projects. Under Israeli law, royalties on the revenues derived from products and services developed using such grants, are payable to the Israeli Government. Royalties payable with respect to grants received under programs approved after January 1, 1999, are subject to interest on the dollar-linked value of the total grants received at an annual rate of London Interbank Offered Rate (“LIBOR”) applicable to dollar deposits. In September 2021, the Bank of Israel, which determines annual interest rates, published a directive which stated that annual interest at a variable rate linked to the LIBOR rate for loans in USD will be replaced by the Secured Overnight Financing Rate, (“SOFR”), in January 2024. The amounts of grants received and recorded into income should be disclosed for each period presented. The research and development grants are presented in the statement of operations as an offset to related research and development expenses. Companies are required to pay royalties in connection with such grants at specified rates, up to the total dollar-linked amount of such grants. |
Finance Income and Expenses | H. Finance Income and Expenses. Finance income is composed of interest on deposits, while finance expenses are composed of interest on senior secured credit facility, bank charges and net currency exchange rates differences. |
Current Taxes | I. 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. |
Share-Based Compensation | J. Share-Based Compensation. Share-based compensation expenses related to employees, directors and subcontractors’ options or restricted share units, (“RSU”) which recognized based on their fair value, which is based on the fair value of the underlying Ordinary Shares as to the de-minimis exercise price using the graded vesting method. The Company recognizes compensation expense for grants of share-based awards to its employees based on the estimated fair value on the grant date. Compensation cost for awards is recognized over the requisite service period, which approximates the vesting period. Share-based compensation is included in research and development, selling and marketing and general and administrative expenses. Forfeitures of equity grants are recognized as incurred. All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. |
Warrants | K. Warrants The Company issues warrants as part of its financing activities or compensation arrangements. Warrants are derivative financial instruments that entitle the holder to purchase a specified number of the Company’s ordinary shares at a predetermined exercise price. Warrants issued by the Company may have various terms, including expiration dates, exercise prices, and conditions. The Company classifies warrants as either equity or liabilities upon issuance, based on specific terms and conditions and in accordance with Accounting Standard Codification (“ASC”) 815, Derivatives and Hedging. Warrants are classified as equity if they meet the criteria for equity classification outlined in ASC 815-40. Otherwise, warrants are classified as liabilities. |
Severance | L. Severance Israeli labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. The Company’s pension and severance pay liabilities are covered mainly by insurance policies. Pursuant to section 14 of the Israeli Severance Compensation Act, 1963 (“Section 14”), the Company’s employees are entitled to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments in accordance with Section 14 relieve the Company from any future severance payments in respect of those employees and, as such, the Company may only utilize the insurance policies for the purpose of paying severance pay. |
Basic and Diluted Loss Per Share | M. Basic and Diluted Loss Per Share Basic and diluted loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of Ordinary Shares outstanding during the financial year, adjusted for Ordinary Shares issued during the year, if applicable. |
Fair Value Measurements | N. Fair Value Measurements The Company measures and discloses fair value in accordance with the Financial Accounting Standards Board (“FASB”), ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. Fair value is an exit price, representing the amount 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair-value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 – unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Level 2 – pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3 – pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Level 3 inputs are considered as the lowest priority within the fair value hierarchy. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The fair value of cash is based on its demand value, which is equal to its carrying value. Additionally, the carrying value of all other short-term monetary assets and liabilities are estimated to be equal to their fair value due to the short-term nature of these instruments. |
Concentration of Credit Risk | O. Concentration of Credit Risk The Company maintains certain cash balances in a well-known Israeli banks and U.S based banks. The Company’s operating expenses are denominated mainly in New Israeli Shekel (“NIS”), and therefore, subject to foreign currency risk. |
Cash and Cash Equivalent | P. Cash and Cash Equivalent Cash equivalents are highly liquid investments that are readily convertible into cash, typically with an original maturity of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. Restricted cash consists of funds that are contractually restricted to bank guarantee due to rental agreements. The Company has presented restricted cash separately from cash and cash equivalents in the balance sheets. |
Segment Information | Q. Segment Information The Company has a single operating and reportable segment. The Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, evaluates the performance of its business based on financial data consistent with the presentation in the accompanying Financial Statements for the purposes of making operating decisions, assessing financial performance, and allocating resources. |
New accounting Pronouncements | R. New accounting Pronouncements Accounting Standards Adopted in 2023 ASU 2023-03 In July 2023, the FASB issued ASU 2023-03 to amend various U.S. Securities and Exchange Commission (the “SEC”) paragraphs in the ASC to primarily reflect the issuance of SEC Staff Accounting Bulletin No. 120. ASU No. 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock.” ASU 2023-03 amends the ASC for SEC updates pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820), “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” which clarifies that contractual restrictions on equity security sales are not considered part of the security unit of account and, therefore, are not considered in measuring fair value. In addition, the restrictions cannot be recognized and measured as separate units of account. Disclosures on such restrictions are also required. The amendments are effective for Fiscal years beginning after December 15, 2023, and interim periods within those fiscal years on a prospectively basis. The Company expects that ASU 2022-03 will not have a material impact on its Financial Statements and related disclosures. Accounting Pronouncements Issued but Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The ASU’s amendments are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this pronouncement on our Financial Statements. In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which addresses the accounting and disclosure requirements for certain crypto assets. This ASU requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. The ASU’s amendments are effective for all entities holding assets that meet certain scope criteria for fiscal years beginning after December 15, 2024, including interim periods within those years. Early adoption is permitted for both interim and annual periods. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. We do not expect this pronouncement to have a material impact on our Financial Statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Under this ASU, public entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). This ASU’s amendments are effective for all entities that are subject to Topic 740, Income Taxes, for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this pronouncement on our disclosures. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Change of Our Financial Results in Balance Sheets | U.S. GAAP differences as of December 31, 2022: Note IFRS U.S. GAAP Other current assets 2A(c) 591 589 Right of use assets, net 2A(a) 1,107 1,263 Trade accounts payables 2A(c) 150 152 Other accounts payables 2A(c) 1,217 1,216 Current lease liabilities 2A(a) 329 268 Financial liabilities at fair value 2A(b) 368 26 Long term lease liabilities 2A(a) 728 873 Loan from the Israeli Innovation Authority (“IIA”) 2A(g) 398 - Foreign exchange reserve 2A(c) (1,928 ) - Share capital and additional paid in capital 2A(b) 53,814 57,866 Accumulated losses 2A (39,064 ) (44,235 ) Total Shareholders’ Equity 2A 12,822 13,631 |
Schedule of Change of Our Financial Results in Comprehensive Income | U.S. GAAP differences for the year ended December 31, 2021: IFRS U.S. GAAP Research and development expenses 3,909 4,070 Sales and marketing expenses 1,951 1,980 General and administrative expenses 7,572 6,937 Other expenses (income) - (23 ) Operating loss 13,432 12,964 Interest income from deposit - (1 ) Finance expenses (income), net 3,523 4,230 Loss before tax 16,955 17,193 Taxes on income - - Total net loss 16,955 17,193 Exchange (losses) profits arising on translation to presentation currency (845 ) - Total comprehensive loss 16,110 17,193 U.S. GAAP differences for the year ended December 31, 2022: IFRS U.S. GAAP Research and development expenses 8,054 8,183 Sales and marketing expenses 1,325 1,328 General and administrative expenses 5,391 5,375 Other expenses (income) - 7 Operating loss 14,770 14,893 Interest income from deposits - (192 ) Finance expenses (income), net (4,497 ) 275 Loss before tax 10,273 14,976 Taxes on income - - Total net loss 10,273 14,976 Exchange (losses)profits arising on translation to presentation currency 2,138 - Total comprehensive loss 12,411 14,976 |
Schedule of Depreciation on Straight-Line Method, Over the Estimated Useful Life of the Assets | Annual rates of depreciation are as follows: % 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, 2023 | |
Other Current Assets [Abstract] | |
Schedule of Other Current Assets | December 31, December 31, Prepaid expenses 176 254 Institutions 164 276 Restricted Cash 89 56 Others 3 3 Total 432 589 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment, Net | For the year ended December 31, 2023: Computers Leasehold Development Furniture Total Cost At January 1, 2023 121 33 229 116 499 Additions 51 3 152 - 206 At December 31, 2023 172 36 381 116 705 Accumulated depreciation At January 1, 2023 51 4 25 8 88 Depreciation 51 4 48 8 111 At December 31, 2023 102 8 73 16 199 Net book value: As of December 31, 2023 70 28 308 100 506 * Less than thousand dollars For the year ended December 31, 2022: Computers Leasehold Development Furniture Total Cost At January 1, 2022 84 7 64 81 236 Additions 37 26 165 35 263 At December 31, 2022 121 33 229 116 499 Accumulated depreciation At January 1, 2022 22 1 8 3 34 Depreciation 29 3 17 5 54 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 |
Other Accounts Payable (Tables)
Other Accounts Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Accounts Payable [Abstract] | |
Schedule of Other Accounts Payable | December 31, December 31, Employees’ salaries and related liabilities 388 396 Related parties 354 332 Accrued expenses 267 470 Other 17 18 Total 1,026 1,216 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Lease Payments for the Company's Right-of-Use Assets over the Remaining Lease Periods | The Company has various operating leases for vehicles that expire through 2027. Below is a summary of the Company’s operating right-of-use assets and operating lease liabilities as of December 31, 2023, and 2022: December 31, 2023 December 31, Operating lease liabilities, current 290 268 Operating lease liabilities long-term 588 873 Total operating lease liabilities 878 1,141 Weighted Average of Remaining Lease Term 3.33 4.2 Weighted-average discount rate - operating leases 9.6 % 9.92 % |
Schedule of Lease Payments for the Company's Right-of-Use Assets over the Remaining Lease Periods | Lease payments for the Company’s right-of-use assets over the remaining lease periods as of December 31, 2023, are as follows: December 31, 2024 357 2025 290 2026 220 2027 144 Total undiscounted lease payment 1,011 Less: Interest* (133 ) Present value of lease liabilities 878 * Future lease payments were discounted by 7.98%-15.04% interest rate. |
Finacial Liabilities at Fair _2
Finacial Liabilities at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Finacial Liabilities at Fair Value [Abstract] | |
Schedule of Financial Liability | December 31, 2023 December 31, Financial liability (1) 11 26 Non-tradable warrants (2) 1,459 - Total 1,470 26 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders' Equity (Deficit) [Abstract] | |
Schedule of Share Capital | A. Share capital: Number of shares as of Number of shares as of 2023 2022 Authorized Issued and outstanding Authorized Issued and outstanding Ordinary shares 100,000,000 15,652,176 100,000,000 11,338,940 |
Schedule of Movement in Warrants Outstanding | The following table reconciles the movement in warrants outstanding at the beginning and end of the period: Number of Warrants Weighted-average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value Balance as of December 31, 2022 3,121,095 5.58 1.74 4,667,915 Issued 212,188 1.6 5 131,555 Exercised - - - - Forfeited - - - - Expired - - - - Balance as of December 31, 2023 3,333,283 5.47 1.83 4,799,470 |
Schedule of Information about the Company’s Outstanding Warrants | The following table summarizes information about the Company’s outstanding warrants as of December 31, 2023 Exercise Price Warrants outstanding as of December 31, Expiration date Aggregate Intrinsic value 5.5 1,640,455 15/07/2026 2,214,614 5.5 1,057,350 15/07/2024 1,691,760 5.5 277,835 15/07/2025 497,533 6.875 145,455 15/01/2027 264,008 1.6 212,188 28/12/2028 131,555 3,333,283 4,799,470 |
Schedule of Loss Per Share Calculated Using the Weighted Average Number of Shares | 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 11,286 14,976 17,193 Total number of Ordinary Shares 15,652,176 11,338,940 10,091,706 Weighted average number of Ordinary Shares 12,095,477 10,794,594 5,306,225 Basic and diluted loss per share (0.93 ) (1.39 ) (3.24 ) |
Research and Development Expe_2
Research and Development Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development Expenses [Abstract] | |
Schedule of Research and Development Expenses | Year ended Year ended Year ended Salary and related expenses 4,429 3,458 1,543 Materials and related expenses 1,365 1,082 204 Share based payment 663 2,392 1,792 Subcontractors 304 850 496 Depreciation 291 188 94 IIA participation - - (106 ) Other 268 213 47 Total 7,320 8,183 4,070 |
Sales and Marketing Expenses (T
Sales and Marketing Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Sales and Marketing Expenses [Abstract] | |
Schedule of Sales and Marketing Expenses | Year ended Year ended Year ended Professionals’ fees 348 527 520 Salary and related expenses 248 282 220 Share-based payment 89 503 1,215 Other 61 16 25 746 1,328 1,980 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
General and Administrative Expenses [Abstract] | |
Schedule of General and Administrative Expenses | Year ended Year ended Year ended Professional fees 1,432 1,500 1,390 Salary and related expenses 766 716 545 Director’s fees 241 239 111 Related NASDAQ IPO expenses - - 546 Funds raising expenses 260 - - Share-based payment 675 1,984 3,696 Insurance expenses 300 557 363 Office maintenance 129 102 91 Depreciation 115 104 84 Travel abroad 100 105 65 Others 45 68 46 Total 4,063 5,375 6,937 |
Financial (Income) and Expens_2
Financial (Income) and Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financial (Income) and Expenses [Abstract] | |
Schedule of Financial (Income) and Expenses | Year ended Year ended Year ended Revaluation of financial liabilities at fair value through profit or loss (306 ) (108 ) 3,995 Interest on financial liabilities - 59 Foreign currency transaction income (233 ) 530 113 Finance expense in respect of lease liability - (143 ) 42 Others 10 (4 ) 21 Total (529 ) 275 4,230 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Taxes on Income [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The deferred tax assets and liabilities are composed of the following: December 31, December 31, Deferred tax assets: Net operating loss carryforward 5,519 3,324 Accrued expenses 80 66 R&D capitalization 1,335 1,005 Fund raising costs 2021 - 275 Fund raising costs 2023 70 - Operating lease liability 8 - Total deferred tax assets 7,012 4,670 Valuation allowance (7,012 ) (4,670 Deferred tax liabilities: Total deferred tax liabilities - - Net deferred taxes - - |
Schedule of Theoretical Tax | Year ended Year ended Year ended Loss before taxation (11,286 ) (14,976 ) (17,193 ) Theoretical tax credit at applicable statutory rate: 23% (2,596 ) (3,444 ) (3,954 ) Non-allowable expenses (244 ) (1,026 ) (1,527 ) Temporary differences and tax losses for which no Deferred Tax Asset is recognized (2,352 ) (2,418 ) (2,427 ) Income tax benefit - - - |
Share-Based Payment (Tables)
Share-Based Payment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment [Abstract] | |
Schedule of Options to Services Providers and Advisers Outstanding | The options to services providers and advisers outstanding as of December 31, 2023, December 31, 2022 and December 31, 2021 were as follows: Year ended Year ended Year ended Number of options Weighted average Exercise price NIS Number of options Weighted average Exercise price NIS Number of options Weighted average Exercise price NIS Outstanding at beginning of year 114,512 3.058 87,833 0.37 165,987 0.37 Reclassified to employees and directors - - - - (71,260 ) 0.37 Granted - - 29,400 10.84 16,326 0.37 Exercised 9,401 0.367 (2,721 ) 0.37 (20,086 ) 0.37 Forfeited - - - - (3,134 ) 0.37 Options outstanding 105,111 4.085 114,512 3.058 87,833 0.37 Options exercisable 94,242 3.267 82,257 0.71 62,715 0.37 Share-based payment expenses $ 19 $ 54 $ 279 Year ended Year ended Year ended Number of options Weighted average Exercise price NIS Number of options Weighted average Exercise price NIS Number of options Weighted average Exercise price NIS Outstanding at beginning of year 386,260 0.37 448,120 0.37 296,038 0.37 Reclassified to employees and directors - - 71,260 0.37 Granted - - 95,238 0.37 Exercised - 4,309 0.37 (4,544 ) 0.37 Forfeited 28,571 0.37 57,551 0.37 (9,872 ) 0.37 Options outstanding 357,689 0.37 386,260 0.37 448,120 0.37 Options exercisable 350,131 0.37 342,757 0.37 347,069 0.37 Share-based payment expenses $ 47 - $ 174 - $ 394 - |
Schedule of RSUs to Services Providers and Advisers Outstanding | The RSUs to services providers and advisers outstanding as of December 31, 2023, December 31, 2022 and December 31, 2021 were as follows: Year ended Year ended Year ended Number of RSUs Number of RSUs Number of RSUs Outstanding at beginning of year 18,266 10,000 - Granted - 22,500 10,000 Vested 10,833 14,234 - RSUs outstanding 7,433 18,266 10,000 RSU’s Vested 25,067 14,234 - Share-based payment expenses $ 9 $ 33 $ 16 Year ended Year ended Year ended Number of RSUs Number of RSUs Number of RSUs Outstanding at beginning of year 1,727,842 2,002,587 - Granted - 1,016,854 2,658,188 Forfeited 67,087 65,626 Vested 1,215,615 1,225,973 655,601 RSUs outstanding 445,140 1,727,842 2,002,587 RSU’s Vested 3,097,189 1,881,574 655,601 Share-based payment expenses $ 1,352 $ 4,618 $ 6,014 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Parties [Abstract] | |
Schedule of Shareholders and Other Related Parties’ Benefits | Shareholders and other related parties’ benefits December 31, December 31, December 31, Salary and related expenses – officers and directors 1,761 1,923 1,042 Share based payment – officers and directors 1,009 3,745 5,876 |
Schedule of Balances with Related Parties | Balances with related parties Name Nature of transaction December 31, December 31, Officers Salaries and related (314 ) (292 ) Directors Compensation for directors (40 ) (40 ) |
General (Details)
General (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 26, 2023 | Dec. 31, 2023 | Dec. 31, 2021 | Jun. 01, 2021 | Mar. 18, 2021 | |
General [Line Items] | |||||
Ordinary shares | 22,382 | 15,000,000 | 310,000,000 | ||
Purchase price of per share | $ 1.28 | ||||
Pre funded warrant, per share | $ 0.001 | ||||
Exercise price of per share | $ 1.28 | ||||
Direct offering | $ 3,424 | $ 454 | |||
Additional offering costs | $ 454 | ||||
Aggregate percentage | 7% | ||||
Issuance costs | 131 | $ 131 | |||
Incurred accumulated losses | $ 55,500 | ||||
Common Stock [Member] | |||||
General [Line Items] | |||||
Ordinary shares | 1,375,000 | ||||
Purchase price of per share | $ 1.28 | ||||
Pre-Funded Warrants [Member] | |||||
General [Line Items] | |||||
Ordinary shares | 1,656,250 | ||||
Purchase price of per share | $ 1.28 | ||||
Placement Agent Warrants [Member] | |||||
General [Line Items] | |||||
Ordinary shares | 212,188 | ||||
Warrant [Member] | |||||
General [Line Items] | |||||
Ordinary shares | 1,656,250 | 212,188 | |||
Purchase price of per share | $ 1.28 | ||||
Warrant [Member] | Pre-Funded Warrants [Member] | |||||
General [Line Items] | |||||
Ordinary shares | 3,031,250 | ||||
Warrant [Member] | Common Stock [Member] | |||||
General [Line Items] | |||||
Ordinary shares | 3,031,250 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | ||
Lease liability, weighted-average discount rate | 9.60% | 9.92% |
Employees monthly deposits rate | 8.33% | |
Short-term deposits | $ 2.3 | $ 7.1 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Change of Our Financial Results in Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Change of Our Financial Results in Balance Sheets [Line Items] | ||||
Other current assets | $ 432 | $ 589 | ||
Right of use assets, net | 1,011 | 1,263 | ||
Trade accounts payables | 198 | 152 | ||
Other accounts payables | 1,026 | 1,216 | ||
Current lease liabilities | 290 | 268 | ||
Financial liabilities at fair value | 1,470 | 26 | ||
Long term lease liabilities | 588 | 873 | ||
Loan from the Israeli Innovation Authority (“IIA”) | ||||
Foreign exchange reserve | ||||
Share capital and additional paid in capital | 61,259 | 57,866 | ||
Accumulated losses | (55,521) | (44,235) | ||
Total Shareholders’ Equity | $ 5,738 | 13,631 | $ 23,728 | $ (1,332) |
Previously Reported [Member] | ||||
Schedule of Change of Our Financial Results in Balance Sheets [Line Items] | ||||
Other current assets | 591 | |||
Right of use assets, net | 1,107 | |||
Trade accounts payables | 150 | |||
Other accounts payables | 1,217 | |||
Current lease liabilities | 329 | |||
Financial liabilities at fair value | 368 | |||
Long term lease liabilities | 728 | |||
Loan from the Israeli Innovation Authority (“IIA”) | 398 | |||
Foreign exchange reserve | (1,928) | |||
Share capital and additional paid in capital | 53,814 | |||
Accumulated losses | (39,064) | |||
Total Shareholders’ Equity | $ 12,822 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Change of Our Financial Results in Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Statement of Income Captions [Line Items] | |||
Research and development expenses | $ 7,320 | $ 8,183 | $ 4,070 |
Sales and marketing expenses | 746 | 1,328 | 1,980 |
General and administrative expenses | 4,063 | 5,375 | 6,937 |
Other expenses (income) | 4 | 7 | (23) |
Operating loss | 12,133 | 14,893 | 12,964 |
Interest income from deposits | (318) | (192) | (1) |
Finance expenses (income), net | (529) | 275 | 4,230 |
Loss before tax | 11,286 | 14,976 | 17,193 |
Taxes on income | |||
Total net loss | $ 11,286 | 14,976 | 17,193 |
Exchange (losses) profits arising on translation to presentation currency | |||
Total comprehensive loss | 14,976 | 17,193 | |
Previously Reported [Member] | |||
Condensed Statement of Income Captions [Line Items] | |||
Research and development expenses | 8,054 | 3,909 | |
Sales and marketing expenses | 1,325 | 1,951 | |
General and administrative expenses | 5,391 | 7,572 | |
Other expenses (income) | |||
Operating loss | 14,770 | 13,432 | |
Interest income from deposits | |||
Finance expenses (income), net | (4,497) | 3,523 | |
Loss before tax | 10,273 | 16,955 | |
Taxes on income | |||
Total net loss | 10,273 | 16,955 | |
Exchange (losses) profits arising on translation to presentation currency | 2,138 | (845) | |
Total comprehensive loss | $ 12,411 | $ 16,110 |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Depreciation on Straight-Line Method, Over the Estimated Useful Life of the Assets | 12 Months Ended |
Dec. 31, 2023 | |
Computers [Member] | |
Schedule of Depreciation on Straight-Line Method, Over the Estimated Useful Life of the Assets [Line Items] | |
Annual depreciation rates | 33% |
Development equipment [Member] | |
Schedule of Depreciation on Straight-Line Method, Over the Estimated Useful Life of the Assets [Line Items] | |
Annual depreciation rates | 20% |
Furniture and office equipment [Member] | Minimum [Member] | |
Schedule of Depreciation on Straight-Line Method, Over the Estimated Useful Life of the Assets [Line Items] | |
Annual depreciation rates | 6% |
Furniture and office equipment [Member] | Maximum [Member] | |
Schedule of Depreciation on Straight-Line Method, Over the Estimated Useful Life of the Assets [Line Items] | |
Annual depreciation rates | 15% |
Leasehold Improvements [Member] | |
Schedule of Depreciation on Straight-Line Method, Over the Estimated Useful Life of the Assets [Line Items] | |
Annual depreciation rates | 10% |
Deposits (Details)
Deposits (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deposits [Line Items] | ||
Deposit | $ 280 | $ 7,120 |
Fixed annual interest percentage | 6.18% | |
Deposits [Member] | ||
Deposits [Line Items] | ||
Fixed annual interest percentage | 4.85% | |
Israel [Member] | ||
Deposits [Line Items] | ||
Deposit | $ 2,040 |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of Other Current Assets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Other Current Assets [Abstract] | ||
Prepaid expenses | $ 176 | $ 254 |
Institutions | 164 | 276 |
Restricted Cash | 89 | 56 |
Others | 3 | 3 |
Total | $ 432 | $ 589 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Cost, Beginning Balance | $ 499 | $ 236 | |
Accumulated depreciation, Beginning Balance | 88 | 34 | |
Net book value | 506 | 411 | |
Additions | 206 | 263 | |
Cost, Ending Balance | 705 | 499 | $ 236 |
Depreciation | 111 | 54 | 25 |
Accumulated depreciation, Ending Balance | 199 | 88 | 34 |
Computers [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost, Beginning Balance | 121 | 84 | |
Accumulated depreciation, Beginning Balance | 51 | 22 | |
Net book value | 70 | 70 | |
Additions | 51 | 37 | |
Cost, Ending Balance | 172 | 121 | 84 |
Depreciation | 51 | 29 | |
Accumulated depreciation, Ending Balance | 102 | 51 | 22 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost, Beginning Balance | 33 | 7 | |
Accumulated depreciation, Beginning Balance | 4 | 1 | |
Net book value | 28 | 29 | |
Additions | 3 | 26 | |
Cost, Ending Balance | 36 | 33 | 7 |
Depreciation | 4 | 3 | |
Accumulated depreciation, Ending Balance | 8 | 4 | 1 |
Development equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost, Beginning Balance | 229 | 64 | |
Accumulated depreciation, Beginning Balance | 25 | 8 | |
Net book value | 308 | 204 | |
Additions | 152 | 165 | |
Cost, Ending Balance | 381 | 229 | 64 |
Depreciation | 48 | 17 | |
Accumulated depreciation, Ending Balance | 73 | 25 | 8 |
Furniture and office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost, Beginning Balance | 116 | 81 | |
Accumulated depreciation, Beginning Balance | 8 | 3 | |
Net book value | 100 | 108 | |
Additions | 35 | ||
Cost, Ending Balance | 116 | 116 | 81 |
Depreciation | 8 | 5 | |
Accumulated depreciation, Ending Balance | $ 16 | $ 8 | $ 3 |
Other Accounts Payable (Details
Other Accounts Payable (Details) - Schedule of Other Accounts Payable - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Other Accounts Payable [Abstract] | ||
Employees’ salaries and related liabilities | $ 388 | $ 396 |
Related parties | 354 | 332 |
Accrued expenses | 267 | 470 |
Other | 17 | 18 |
Total | $ 1,026 | $ 1,216 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) ₪ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||
Oct. 31, 2023 USD ($) | Oct. 31, 2023 ILS (₪) | Aug. 31, 2022 USD ($) | Aug. 31, 2022 ILS (₪) | Sep. 30, 2019 USD ($) | Sep. 30, 2019 ILS (₪) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 ILS (₪) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2019 ILS (₪) | |
Commitments and Contingencies [Line Items] | ||||||||||||
Aggregate budget | $ 1,062 | ₪ 3,850,869 | $ 1,500,000 | ₪ 4,880,603 | ||||||||
Percentage of approved budget | 40% | 40% | 60% | 60% | ||||||||
Project budget aggregate amount | $ 1,333 | ₪ 4,623,142 | ||||||||||
Total funds received | $ 800 | ₪ 2,773,885 | ||||||||||
Research and development expenses | $ 268 | $ 213 | $ 47 | |||||||||
Contingent upon future sales | 871 | |||||||||||
Rent payment | $ 153 | ₪ 500,000 | ||||||||||
Reimbursement amount | $ 9 | ₪ 30,000 | ||||||||||
Management fees | 19 | ₪ 69,000 | ||||||||||
Total expenses related to the leases | $ 371 | $ 333 | ||||||||||
Research and Development Expense [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Research and development expenses | $ 106 | |||||||||||
Minimum [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Percentage of royalties | 3% | 3% | ||||||||||
Future lease payments discounted interest rate | 7.98% | 7.98% | ||||||||||
Maximum [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Percentage of royalties | 3.50% | 3.50% | ||||||||||
Future lease payments discounted interest rate | 15.04% | 15.04% | ||||||||||
Research and Development Expense [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Research and development expenses | $ 694 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Operating Right-of-Use Assets and Operating Lease Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Operating Right-of-Use Assets and Operating Lease Liabilities [Abstract] | ||
Operating lease liabilities, current | $ 290 | $ 268 |
Operating lease liabilities long-term | 588 | 873 |
Total operating lease liabilities | $ 878 | $ 1,141 |
Weighted Average of Remaining Lease Term | 3 years 3 months 29 days | 4 years 2 months 12 days |
Weighted-average discount rate - operating leases | 9.60% | 9.92% |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Lease Payments for the Company's Right-of-Use Assets over the Remaining Lease Periods - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Lease Payments for the Company's Right-of-Use Assets Over the Remaining Lease Periods [Abstract] | |||
2024 | $ 357 | ||
2025 | 290 | ||
2026 | 220 | ||
2027 | 144 | ||
Total undiscounted lease payment | 1,011 | ||
Less: Interest | [1] | (133) | |
Present value of lease liabilities | $ 878 | $ 1,141 | |
[1]Future lease payments were discounted by 7.98%-15.04% interest rate. |
Finacial Liabilities at Fair _3
Finacial Liabilities at Fair Value (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 26, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Finacial Liabilities at Fair Value [Line Items] | |||
Percentage of pay fees | 7% | ||
Financial liability fair value (in Dollars) | $ 1,470 | $ 26 | |
Ordinary shares (in Shares) | 3,031,250 | ||
Exercise of per share (in Dollars per share) | $ 1.28 | ||
Warrants fair value (in Dollars) | $ 1,750 | 1,459 | |
Risk-free interest rate | 4% | ||
Expected volatility | 66.71% | ||
Expected dividend yield | 0% | ||
Expected term of warrants | 3 years 6 months | ||
Private Warrants [Member] | |||
Finacial Liabilities at Fair Value [Line Items] | |||
Risk-free interest rate | 4% | ||
Expected volatility | 66.63% | ||
Expected dividend yield | 0% | ||
Expected term of warrants | 3 years 6 months | ||
Financial liability [Member] | |||
Finacial Liabilities at Fair Value [Line Items] | |||
Financial liability fair value (in Dollars) | $ 11 | $ 26 |
Finacial Liabilities at Fair _4
Finacial Liabilities at Fair Value (Details) - Schedule of Financial Liability - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finacial Liabilities at Fair Value (Details) - Schedule of Financial Liability [Line Items] | ||
Total finacial liabilities at fair value | $ 1,470 | $ 26 |
Financial liability [Member] | ||
Finacial Liabilities at Fair Value (Details) - Schedule of Financial Liability [Line Items] | ||
Total finacial liabilities at fair value | 11 | 26 |
Non-tradable warrants [Member] | ||
Finacial Liabilities at Fair Value (Details) - Schedule of Financial Liability [Line Items] | ||
Total finacial liabilities at fair value | $ 1,459 |
Shareholders' Equity (Deficit_2
Shareholders' Equity (Deficit) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Jul. 16, 2021 $ / shares shares | Jun. 01, 2021 $ / shares shares | Mar. 18, 2021 $ / shares shares | Mar. 18, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 shares | Dec. 31, 2021 USD ($) shares | Dec. 26, 2023 USD ($) $ / shares shares | Dec. 17, 2021 shares | Jun. 01, 2021 ₪ / shares shares | |
Shareholders' Equity [Line Items] | |||||||||||
Aggregate of ordinary shares | 756,333 | 655,601 | 1,240,204 | ||||||||
Ordinary shares | 8,435,375 | 24,800,000 | 1 | 1,877,196 | |||||||
Ordinary shares capital | 15,000,000 | 310,000,000 | 310,000,000 | 22,382 | 15,000,000 | ||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 5.5 | ||||||||||
Shareholders approved | (per share) | $ 2.94 | ₪ 0.125 | |||||||||
Authorized share capital | 310,000,000 | 310,000,000 | |||||||||
Reverse split | reverse split at a ratio of 2.94 to 1 | ||||||||||
Sold ordinary shares | 2,909,091 | ||||||||||
Tradable warrants | 3,345,455 | ||||||||||
Additional offering direct costs (in Dollars) | $ | $ 1,543 | ||||||||||
Gross proceeds (in Dollars) | $ | $ 16,033 | ||||||||||
Fair value warrants | 436,364 | ||||||||||
Granted to underwriters (in Dollars) | $ | $ 589 | ||||||||||
Tradable warrants to purchase | 145,455 | ||||||||||
Percentage of exercise price | 125% | ||||||||||
Percentage of exercise of tradable warrants | 7% | ||||||||||
Fair value of the financial liability (in Dollars) | $ | $ 310 | ||||||||||
Non-cash expenses (in Dollars) | $ | 1,163 | ||||||||||
Non-direct expenses (in Dollars) | $ | 722 | ||||||||||
Cash expenses (in Dollars) | $ | 123 | ||||||||||
Profit and loss (in Dollars) | $ | $ 546 | ||||||||||
Options exercise shares | 133,329 | 7,030 | 24,631 | ||||||||
Authorized share capital | 100,000,000 | ||||||||||
Stock Issued During Period, Shares, Other | 17,566 | ||||||||||
Purchase price of per share (in Dollars per share) | $ / shares | $ 1.28 | ||||||||||
Pre funded warrant, per share (in Dollars per share) | $ / shares | $ 0.001 | ||||||||||
Underwriting discounts (in Dollars) | $ | $ 3,424 | ||||||||||
Offering cost (in Dollars) | $ | $ 454 | $ 3,424 | |||||||||
Percentage of agreement warrants | 7% | ||||||||||
Price per share (in Dollars per share) | $ / shares | $ 1.6 | ||||||||||
Issuance costs (in Dollars) | $ | $ 131 | $ 131 | |||||||||
Common Stock [Member] | |||||||||||
Shareholders' Equity [Line Items] | |||||||||||
Ordinary shares capital | 1,375,000 | ||||||||||
Options exercise shares | 37,972 | ||||||||||
Stock Issued During Period, Shares, Other | 17,566 | ||||||||||
Purchase price of per share (in Dollars per share) | $ / shares | $ 1.28 | ||||||||||
Maximum [Member] | |||||||||||
Shareholders' Equity [Line Items] | |||||||||||
Shareholders approved | $ / shares | $ 12.5 | $ 12.5 | |||||||||
Minimum [Member] | |||||||||||
Shareholders' Equity [Line Items] | |||||||||||
Ordinary shares capital | 1 | 1 | |||||||||
Pre-Funded Warrants [Member] | |||||||||||
Shareholders' Equity [Line Items] | |||||||||||
Ordinary shares capital | 1,656,250 | 1,375,000 | |||||||||
Shareholders approved | $ / shares | $ 0.01 | ||||||||||
Purchase price of per share (in Dollars per share) | $ / shares | $ 1.28 | ||||||||||
Warrant purchase [Member] | |||||||||||
Shareholders' Equity [Line Items] | |||||||||||
Ordinary shares capital | 212,188 | 1,656,250 | |||||||||
Purchase price of per share (in Dollars per share) | $ / shares | $ 1.28 | ||||||||||
Warrant purchase [Member] | Common Stock [Member] | |||||||||||
Shareholders' Equity [Line Items] | |||||||||||
Ordinary shares capital | 3,031,250 | ||||||||||
IPO [Member] | |||||||||||
Shareholders' Equity [Line Items] | |||||||||||
Aggregate of ordinary shares | 27,566 | ||||||||||
Ordinary shares capital | 169,019 | 2,113,905 | |||||||||
Proceeds received (in Dollars) | $ | $ 14,490 | ||||||||||
Granted to underwriters (in Dollars) | $ | 264 | ||||||||||
Non-direct expenses (in Dollars) | $ | 3,551 | ||||||||||
Profit and loss (in Dollars) | $ | $ 3,032 | ||||||||||
Over-Allotment Option [Member] | |||||||||||
Shareholders' Equity [Line Items] | |||||||||||
Tradable warrants | 436,364 | ||||||||||
Restricted Stock Units [Member] | |||||||||||
Shareholders' Equity [Line Items] | |||||||||||
Aggregate of ordinary shares | 1,226,448 | ||||||||||
Common Stock [Member] | |||||||||||
Shareholders' Equity [Line Items] | |||||||||||
Ordinary shares capital | 212,188 | ||||||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 5.5 | ||||||||||
Shareholders approved | $ / shares | $ 12.5 | $ 12.5 | |||||||||
Investor [Member] | |||||||||||
Shareholders' Equity [Line Items] | |||||||||||
Non tradable warrants | 1,149,582 | ||||||||||
Brokers [Member] | |||||||||||
Shareholders' Equity [Line Items] | |||||||||||
Non tradable warrants | 16,587 |
Shareholders' Equity (Deficit_3
Shareholders' Equity (Deficit) (Details) - Schedule of Share Capital - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Share Capital [Abstract] | ||
Ordinary shares, Authorized | 100,000,000 | 100,000,000 |
Ordinary shares, Issued and outstanding | 15,652,176 | 11,338,940 |
Shareholders' Equity (Deficit_4
Shareholders' Equity (Deficit) (Details) - Schedule of Movement in Warrants Outstanding - Warrant [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Schedule of Movement in Warrants Outstanding [Line Items] | |
Number of Warrants, Beginning Balance | shares | 3,121,095 |
Weighted-average exercise price, Beginning Balance | $ / shares | $ 5.58 |
Weighted average remaining contractual term (in years), Beginning Balance | 1 year 8 months 26 days |
Aggregate intrinsic value, Beginning Balance | $ | $ 4,667,915 |
Number of Warrants, Issued | shares | 212,188 |
Weighted-average exercise price, Issued | $ / shares | $ 1.6 |
Weighted average remaining contractual term (in years), Issued | 5 years |
Aggregate intrinsic value, Issued | $ | $ 131,555 |
Number of Warrants, Exercised | shares | |
Weighted-average exercise price, Exercised | $ / shares | |
Weighted average remaining contractual term (in years), Exercised | |
Aggregate intrinsic value, Exercised | $ | |
Number of Warrants, Forfeited | shares | |
Weighted-average exercise price, Forfeited | $ / shares | |
Weighted average remaining contractual term (in years), Forfeited | |
Aggregate intrinsic value, Forfeited | $ | |
Number of Warrants, Expired | shares | |
Weighted-average exercise price, Expired | $ / shares | |
Weighted average remaining contractual term (in years), Expired | |
Aggregate intrinsic value, Expired | $ | |
Number of Warrants, Ending Balance | shares | 3,333,283 |
Weighted-average exercise price, Ending Balance | $ / shares | $ 5.47 |
Weighted average remaining contractual term (in years), Ending Balance | 1 year 9 months 29 days |
Aggregate intrinsic value, Ending Balance | $ | $ 4,799,470 |
Shareholders' Equity (Deficit_5
Shareholders' Equity (Deficit) (Details) - Schedule of Information about the Company’s Outstanding Warrants $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares | |
Schedule of Information about the Company’s Outstanding Warrants [Line Items] | |
Warrants outstanding | $ 3,333,283 |
Aggregate Intrinsic value | $ 4,799,470 |
5.5 [Member] | |
Schedule of Information about the Company’s Outstanding Warrants [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 5.5 |
Warrants outstanding | $ 1,640,455 |
Expiration date | Jul. 15, 2026 |
Aggregate Intrinsic value | $ 2,214,614 |
5.5 [Member] | |
Schedule of Information about the Company’s Outstanding Warrants [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 5.5 |
Warrants outstanding | $ 1,057,350 |
Expiration date | Jul. 15, 2024 |
Aggregate Intrinsic value | $ 1,691,760 |
5.5 [Member] | |
Schedule of Information about the Company’s Outstanding Warrants [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 5.5 |
Warrants outstanding | $ 277,835 |
Expiration date | Jul. 15, 2025 |
Aggregate Intrinsic value | $ 497,533 |
6.875 [Member] | |
Schedule of Information about the Company’s Outstanding Warrants [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 6.875 |
Warrants outstanding | $ 145,455 |
Expiration date | Jan. 15, 2027 |
Aggregate Intrinsic value | $ 264,008 |
1.6 [Member] | |
Schedule of Information about the Company’s Outstanding Warrants [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 1.6 |
Warrants outstanding | $ 212,188 |
Expiration date | Dec. 28, 2028 |
Aggregate Intrinsic value | $ 131,555 |
Shareholders' Equity (Deficit_6
Shareholders' Equity (Deficit) (Details) - Schedule of Loss Per Share Calculated Using the Weighted Average Number of Shares - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Loss Per Share Calculated Using the Weighted Average Number of Shares [Abstract] | |||
Loss for the period (in Dollars) | $ 11,286 | $ 14,976 | $ 17,193 |
Total number of Ordinary Shares | 15,652,176 | 11,338,940 | 10,091,706 |
Weighted average number of Ordinary Shares | 12,095,477 | 10,794,594 | 5,306,225 |
Basic loss per share (in Dollars per share) | $ (0.93) | $ (1.39) | $ (3.24) |
Shareholders' Equity (Deficit_7
Shareholders' Equity (Deficit) (Details) - Schedule of Loss Per Share Calculated Using the Weighted Average Number of Shares (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Loss Per Share Calculated Using the Weighted Average Number of Shares [Abstract] | |||
Diluted loss per share | $ (0.93) | $ (1.39) | $ (3.24) |
Research and Development Expe_3
Research and Development Expenses (Details) - Schedule of Research and Development Expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Research and Development Expenses [Abstract] | |||
Salary and related expenses | $ 4,429 | $ 3,458 | $ 1,543 |
Materials and related expenses | $ 1,365 | $ 1,082 | $ 204 |
Share based payment (in Shares) | 663 | 2,392 | 1,792 |
Subcontractors | $ 304 | $ 850 | $ 496 |
Depreciation | 291 | 188 | 94 |
IIA participation | (106) | ||
Other | 268 | 213 | 47 |
Total | $ 7,320 | $ 8,183 | $ 4,070 |
Sales and Marketing Expenses (D
Sales and Marketing Expenses (Details) - Schedule of Sales and Marketing Expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Sales and Marketing Expenses [Abstract] | |||
Professionals’ fees | $ 348 | $ 527 | $ 520 |
Salary and related expenses | 248 | 282 | 220 |
Share-based payment | 89 | 503 | 1,215 |
Other | 61 | 16 | 25 |
Total | $ 746 | $ 1,328 | $ 1,980 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - Schedule of General and Administrative Expenses - General and Administrative Expense [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
General and Administrative Expenses (Details) - Schedule of General and Administrative Expenses [Line Items] | |||
Professional fees | $ 1,432 | $ 1,500 | $ 1,390 |
Salary and related expenses | 766 | 716 | 545 |
Director’s fees | 241 | 239 | 111 |
Related NASDAQ IPO expenses | 546 | ||
Funds raising expenses | 260 | ||
Share-based payment | 675 | 1,984 | 3,696 |
Insurance expenses | 300 | 557 | 363 |
Office maintenance | 129 | 102 | 91 |
Depreciation | 115 | 104 | 84 |
Travel abroad | 100 | 105 | 65 |
Others | 45 | 68 | 46 |
Total | $ 4,063 | $ 5,375 | $ 6,937 |
Financial (Income) and Expens_3
Financial (Income) and Expenses (Details) - Schedule of Financial (Income) and Expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Financial (Income) and Expenses [Abstract] | |||
Revaluation of financial liabilities at fair value through profit or loss | $ (306) | $ (108) | $ 3,995 |
Interest on financial liabilities | 59 | ||
Foreign currency transaction income | (233) | 530 | 113 |
Finance expense in respect of lease liability | (143) | 42 | |
Others | 10 | (4) | 21 |
Total expenses (Income) | $ (529) | $ 275 | $ 4,230 |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Taxes on Income (Details) [Line Items] | ||
Carryforward tax losses | $ 24,000 | |
Valuation allowance | $ 7,000 | |
Israel [Member] | ||
Taxes on Income (Details) [Line Items] | ||
Corporate tax rate | 23% | 23% |
Taxes on Income (Details) - Sch
Taxes on Income (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred tax assets: | ||
Net operating loss carryforward | $ 5,519 | $ 3,324 |
Accrued expenses | 80 | 66 |
R&D capitalization | 1,335 | 1,005 |
Fund raising costs 2021 | 275 | |
Fund raising costs 2023 | 70 | |
Operating lease liability | 8 | |
Total deferred tax assets | 7,012 | 4,670 |
Valuation allowance | (7,012) | 4,670 |
Deferred tax liabilities: | ||
Total deferred tax liabilities | ||
Net deferred taxes |
Taxes on Income (Details) - S_2
Taxes on Income (Details) - Schedule of Theoretical Tax - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Theoretical Tax [Abstract] | |||
Loss before taxation | $ (11,286) | $ (14,976) | $ (17,193) |
Theoretical tax credit at applicable statutory rate: 23% | (2,596) | (3,444) | (3,954) |
Non-allowable expenses | (244) | (1,026) | (1,527) |
Temporary differences and tax losses for which no Deferred Tax Asset is recognized | (2,352) | (2,418) | (2,427) |
Income tax benefit |
Taxes on Income (Details) - S_3
Taxes on Income (Details) - Schedule of Theoretical Tax (Parentheticals) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Theoretical Tax [Abstract] | |||
Theoretical tax credit at applicable statutory rate | 23% | 23% | 23% |
Share-Based Payment (Details)
Share-Based Payment (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 24, 2022 $ / shares shares | Mar. 24, 2022 ₪ / shares shares | Aug. 12, 2021 shares | May 16, 2021 $ / shares shares | May 16, 2021 ₪ / shares shares | Feb. 21, 2021 $ / shares shares | Feb. 21, 2021 ₪ / shares shares | Feb. 21, 2021 $ / shares | Dec. 31, 2019 | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Nov. 22, 2022 shares | May 19, 2022 shares | Apr. 06, 2022 shares | Nov. 02, 2021 shares | |
Share-Based Payment [Line Items] | ||||||||||||||||
Capital gain tax rate | 25% | |||||||||||||||
Options issuable term | 10 years | |||||||||||||||
Share options vesting period | 3 years | 3 years | 3 years | 3 years | 3 years | |||||||||||
Exercise price per share | (per share) | $ 3.08 | ₪ 10.84 | $ 0.12 | $ 0.12 | $ 0.12 | |||||||||||
Contractual life | 10 years | 10 years | ||||||||||||||
Company’s equity percentage | 25% | |||||||||||||||
Number of authorized ordinary shares increase | 4,180,898 | |||||||||||||||
RSUs vest period | 3 years | 3 years | 3 years | 3 years | 3 years | |||||||||||
Vested grant share | 133,329 | 7,030 | 24,631 | |||||||||||||
Exercisable ordinary shares | 29,400 | 29,400 | ||||||||||||||
Share-based payment expenses (in Dollars) | $ | $ 1,352 | $ 4,618 | $ 6,014 | |||||||||||||
2019 Plan [Member] | ||||||||||||||||
Share-Based Payment [Line Items] | ||||||||||||||||
Contractual life | 10 years | 10 years | 10 years | 10 years | ||||||||||||
Minimum [Member] | ||||||||||||||||
Share-Based Payment [Line Items] | ||||||||||||||||
Expected volatility | 50% | |||||||||||||||
Employees, Directors and Subcontractors [Member] | ||||||||||||||||
Share-Based Payment [Line Items] | ||||||||||||||||
Share-based payment expenses (in Dollars) | $ | $ 1,427 | 4,879 | 6,703 | |||||||||||||
Non-Tradable Shares Options [Member] | ||||||||||||||||
Share-Based Payment [Line Items] | ||||||||||||||||
Purchase of ordinary shares | 81,633 | 81,633 | 13,605 | 13,605 | ||||||||||||
Shares grant | 81,633 | 81,633 | ||||||||||||||
Share Options [Member] | ||||||||||||||||
Share-Based Payment [Line Items] | ||||||||||||||||
Purchase of ordinary shares | 21,768 | 21,768 | ||||||||||||||
Exercise price per share | ₪ / shares | ₪ 0.37 | ₪ 0.37 | ||||||||||||||
Shares grant | 29,400 | 29,400 | ||||||||||||||
RSUs [Member] | ||||||||||||||||
Share-Based Payment [Line Items] | ||||||||||||||||
Shares grant | 555,500 | 555,500 | 165,000 | 30,000 | 2,658,188 | |||||||||||
RSUs vest period | 3 years | |||||||||||||||
Vested grant share | 3,141 | 3,141 | ||||||||||||||
Share-based payment expenses (in Dollars) | $ | $ 9 | $ 33 | $ 16 | |||||||||||||
RSUs [Member] | Board of Directors [Member] | ||||||||||||||||
Share-Based Payment [Line Items] | ||||||||||||||||
Shares grant | 536,141 | 536,141 | 285,713 | 10,000 | ||||||||||||
RSUs [Member] | Advisory Board Members [Member] | ||||||||||||||||
Share-Based Payment [Line Items] | ||||||||||||||||
Shares grant | 22,500 | 22,500 | ||||||||||||||
Black Scholes Model [Member] | ||||||||||||||||
Share-Based Payment [Line Items] | ||||||||||||||||
Dividend rate | 0% | |||||||||||||||
Expected term | 3 years | |||||||||||||||
Black Scholes Model [Member] | Maximum [Member] | ||||||||||||||||
Share-Based Payment [Line Items] | ||||||||||||||||
Expected volatility | 52.40% |
Share-Based Payment (Details) -
Share-Based Payment (Details) - Schedule of Options to Services Providers and Advisers Outstanding $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 ₪ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 ₪ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2021 ₪ / shares shares | |
Services Providers and Advisers [Member] | ||||||
Schedule of Options Outstanding [Line Items] | ||||||
Number of options, Outstanding at beginning of year | shares | 114,512 | 87,833 | 165,987 | |||
Weighted average Exercise price, Outstanding at beginning of year | ₪ / shares | ₪ 3.058 | ₪ 0.37 | ₪ 0.37 | |||
Number of options, Reclassified to employees and directors | shares | (71,260) | |||||
Weighted average Exercise price, Reclassified to employees and directors | ₪ / shares | 0.37 | |||||
Number of options, Granted | shares | 29,400 | 16,326 | ||||
Weighted average Exercise price, Granted | ₪ / shares | ₪ 10.84 | ₪ 0.37 | ||||
Number of options, Exercised | shares | 9,401 | (2,721) | (20,086) | |||
Weighted average Exercise price, Exercised | ₪ / shares | ₪ 0.367 | ₪ 0.37 | ₪ 0.37 | |||
Number of options, Forfeited | shares | (3,134) | |||||
Weighted average Exercise price, Forfeited | ₪ / shares | 0.37 | |||||
Number of options, Options outstanding | shares | 105,111 | 114,512 | 87,833 | |||
Weighted average Exercise price, Options outstanding | ₪ / shares | ₪ 4.085 | ₪ 3.058 | ₪ 0.37 | |||
Number of options, Options exercisable | shares | 94,242 | 82,257 | 62,715 | |||
Weighted average Exercise price, Options exercisable | ₪ / shares | ₪ 3.267 | ₪ 0.71 | ₪ 0.37 | |||
Number of options, Share-based payment expenses | $ | $ 19 | $ 54 | $ 279 | |||
Employees and Directors [Member] | ||||||
Schedule of Options Outstanding [Line Items] | ||||||
Number of options, Outstanding at beginning of year | shares | 386,260 | 448,120 | 296,038 | |||
Weighted average Exercise price, Outstanding at beginning of year | ₪ / shares | 0.37 | ₪ 0.37 | 0.37 | |||
Number of options, Reclassified to employees and directors | shares | 71,260 | |||||
Weighted average Exercise price, Reclassified to employees and directors | ₪ / shares | 0.37 | |||||
Number of options, Granted | shares | 95,238 | |||||
Weighted average Exercise price, Granted | ₪ / shares | ₪ 0.37 | |||||
Number of options, Exercised | shares | 4,309 | (4,544) | ||||
Weighted average Exercise price, Exercised | ₪ / shares | ₪ 0.37 | ₪ 0.37 | ||||
Number of options, Forfeited | shares | 28,571 | 57,551 | (9,872) | |||
Weighted average Exercise price, Forfeited | ₪ / shares | 0.37 | 0.37 | 0.37 | |||
Number of options, Options outstanding | shares | 357,689 | 386,260 | 448,120 | |||
Weighted average Exercise price, Options outstanding | ₪ / shares | ₪ 0.37 | ₪ 0.37 | ₪ 0.37 | |||
Number of options, Options exercisable | shares | 350,131 | 342,757 | 347,069 | |||
Weighted average Exercise price, Options exercisable | ₪ / shares | ₪ 0.37 | ₪ 0.37 | ₪ 0.37 | |||
Number of options, Share-based payment expenses | $ | $ 47 | $ 174 | $ 394 |
Share-Based Payment (Details)_2
Share-Based Payment (Details) - Schedule of RSUs to Services Providers and Advisers Outstanding - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment (Details) - Schedule of RSUs to Services Providers and Advisers Outstanding [Line Items] | |||
Number of Warrants, Beginning Balance | 1,727,842 | 2,002,587 | |
Number of RSUs, Granted | 1,016,854 | 2,658,188 | |
Number of RSUs, Forfeited | 67,087 | 65,626 | |
Number of RSUs, Vested | 1,215,615 | 1,225,973 | 655,601 |
Number of RSUs, RSUs outstanding | 445,140 | 1,727,842 | 2,002,587 |
Number of RSUs, RSU’s Vested | 3,097,189 | 1,881,574 | 655,601 |
Number of RSUs, Share-based payment expenses (in Dollars) | $ 1,352 | $ 4,618 | $ 6,014 |
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Payment (Details) - Schedule of RSUs to Services Providers and Advisers Outstanding [Line Items] | |||
Number of Warrants, Beginning Balance | 18,266 | 10,000 | |
Number of RSUs, Granted | 22,500 | 10,000 | |
Number of RSUs, Vested | 10,833 | 14,234 | |
Number of RSUs, RSUs outstanding | 7,433 | 18,266 | 10,000 |
Number of RSUs, RSU’s Vested | 25,067 | 14,234 | |
Number of RSUs, Share-based payment expenses (in Dollars) | $ 9 | $ 33 | $ 16 |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of Shareholders and Other Related Parties’ Benefits - Officers and Directors [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Shareholders and Other Related Parties’ Benefits [Line Items] | |||
Salary and related expenses – officers and directors | $ 1,761 | $ 1,923 | $ 1,042 |
Share based payment – officers and directors | $ 1,009 | $ 3,745 | $ 5,876 |
Related Parties (Details) - S_2
Related Parties (Details) - Schedule of Balances with Related Parties - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Officers [Member] | ||
Schedule of Balances with Related Parties [Line Items] | ||
Nature of transaction | Salaries and related | |
Related parties transaction | $ (314) | $ (292) |
Directors [Member] | ||
Schedule of Balances with Related Parties [Line Items] | ||
Nature of transaction | Compensation for directors | |
Related parties transaction | $ (40) | $ (40) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | |||||||||
Feb. 27, 2024 | Feb. 05, 2024 | Jan. 22, 2024 | Mar. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 22, 2022 | May 19, 2022 | Nov. 02, 2021 | |
Subsequent Events [Line Items] | ||||||||||
Purchase of ordinary shares | 40,499 | |||||||||
Number of vested | 133,329 | 7,030 | 24,631 | |||||||
Subsequent Event [Member] | ||||||||||
Subsequent Events [Line Items] | ||||||||||
Purchase of ordinary shares | 220,000 | 80,000 | ||||||||
Restricted Stock Units (in Dollars) | ||||||||||
Exercise price of per share (in Dollars per share) | $ 2.25 | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Subsequent Events [Line Items] | ||||||||||
Number of grant | 555,500 | 165,000 | 30,000 | 2,658,188 | ||||||
Number of vested | 3,141 | |||||||||
Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Events [Line Items] | ||||||||||
Number of grant | 517,000 | 320,000 |