Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 333-255894 | ||
Entity Registrant Name | IR-MED INC | ||
Entity Central Index Key | 0001839133 | ||
Entity Tax Identification Number | 98-0583166 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | ZHR Industrial Zone | ||
Entity Address, City or Town | Rosh Pina | ||
Entity Address, Country | IL | ||
City Area Code | 972 | ||
Local Phone Number | -4-655-5054 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 94,868,646 | ||
Entity Common Stock, Shares Outstanding | 64,601,649 | ||
Documents Incorporated by Reference | The Registrant intends to file a definitive proxy statement pursuant to Regulation 14A in connection with its 2022 Annual Meeting of Stockholders within 120 days after the close of the fiscal year covered by this Form 10-K. Portions of such proxy statement are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this report. | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 1057 | ||
Auditor Name | Somekh Chaikin | ||
Auditor Location | Tel Aviv, Israel |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 2,815 | $ 1,866 |
Accounts receivable | 67 | 218 |
Total current assets | 2,882 | 2,084 |
Non-current assets | ||
Long term deposits | 30 | |
Property and equipment, net | 31 | 6 |
Total non-current assets | 61 | 6 |
Total assets | 2,943 | 2,090 |
Current liabilities | ||
Trade and other payables | 395 | 523 |
Non-current liabilities | ||
Stockholders’ loans | 177 | 166 |
Total liabilities | 572 | 689 |
Contingent Liabilities and Commitments | ||
Stockholders’ equity | ||
Common Stock, par value $0.001 per share, 250,000,000 shares authorized: 64,601,649 and 53,586,023 issued and outstanding as of December 31, 2021 and 2020, respectively | 64 | 54 |
Additional paid-in capital | 7,503 | 2,827 |
Accumulated deficit | (5,196) | (1,480) |
Total Stockholders’ equity | 2,371 | 1,401 |
Total liabilities and stockholders’ equity | $ 2,943 | $ 2,090 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 250,000,000 | 250,000,000 | |
Common stock, shares issued | 64,601,649 | 53,586,023 | 30,185,183 |
Common stock, shares outstanding | 64,601,649 | 53,586,023 | 30,185,183 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Research and development expenses | $ 1,419 | $ 409 |
Marketing expenses | 888 | |
General and administrative expenses | 1,368 | 321 |
Total operating loss | 3,675 | 730 |
Financial expenses | 41 | 22 |
Loss for the year | $ 3,716 | $ 752 |
Loss per share | ||
Basic and dilutive loss per common stock (in dollars) | $ (0.06) | $ (0.02) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 29 | $ 618 | $ (728) | $ (81) |
Beginning balance, shares at Dec. 31, 2019 | 30,185,183 | |||
Private placement of common stock and warrants, net | $ 23 | 2,056 | 2,079 | |
Private placement of common stock and warrants, net, shares | 22,542,078 | |||
Loss for the year | (752) | (752) | ||
Issuance of common stock, net | $ 1 | 80 | 81 | |
Issuance of common stock, net, shares | 343,536 | |||
Exercise of warrants | $ 1 | 73 | 74 | |
Exercise of warrants, shares | 515,226 | |||
Ending balance, value at Dec. 31, 2020 | $ 54 | 2,827 | (1,480) | 1,401 |
Ending balance, shares at Dec. 31, 2020 | 53,586,023 | |||
Stock-based compensation | 1,384 | 1,384 | ||
Private placement of common stock and warrants, net | $ 10 | 3,292 | 3,302 | |
Private placement of common stock and warrants, net, shares | 11,015,626 | |||
Loss for the year | (3,716) | (3,716) | ||
Ending balance, value at Dec. 31, 2021 | $ 64 | $ 7,503 | $ (5,196) | $ 2,371 |
Ending balance, shares at Dec. 31, 2021 | 64,601,649 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Loss for the year | $ (3,716) | $ (752) |
Adjustments to reconcile loss for the year to net cash used in operating activities: | ||
Stock based compensation | 1,339 | |
Depreciation | 5 | 1 |
Compensation related to warrants issued to service providers | 25 | |
Financial expenses | 11 | 20 |
increase in accounts receivable | (38) | (16) |
Increase (decrease) in trade and other payables | (83) | 320 |
Net cash used in operating activities | (2,482) | (402) |
Cash flows from investing activities | ||
Purchase of property and equipment | (31) | |
Increase in long term deposit | (30) | |
Net cash used in investing activities | (61) | |
Cash flows from financing activities | ||
Proceeds from issuance of common stock, net | 81 | |
Proceeds from private placement of common stock and warrants, net | 3,491 | 1,955 |
Net cash provided by financing activities | 3,491 | 2,036 |
Effect of exchange rate changes on cash | 1 | (3) |
Net increase in cash and cash equivalents | 949 | 1,631 |
Cash and cash equivalents as at the beginning of the year | 1,866 | 235 |
Cash and cash equivalents as at the end of the year | 2,815 | 1,866 |
Non-cash financing Activities: | ||
Increase in other receivable from shares issuance | 189 | |
Decrease in trade and other payables from grant of options | $ 45 |
General
General | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | Note 1 - General A. Description of Business IR-Med, Inc. (OTCQB: IRME, hereinafter: the “Parent Company”) was incorporated in Nevada in 2007 and is a holding company. IR-Med Inc. was previously named International Display Advertising Inc. and changed its name to IR-Med Inc. in January 2021. On December 24, 2020 IR-Med Inc. entered into a stock exchange agreement (hereinafter: the “Stock Exchange Agreement” or the “Reverse Acquisition”) with an Israeli company, IR. Med Ltd. (hereinafter: the “Company” or the “Subsidiary”) which was founded in May 2013. The Parent Company and its Subsidiary are referred in these consolidated financial statements as the “Group”. According to the Stock Exchange Agreement, IR. Med Ltd. became a wholly owned subsidiary of IR-Med, Inc. pursuant to a share exchange transaction among IR Med, Inc., IR. Med Ltd. and the former shareholders of IR. Med Ltd. For further information on the Reverse Acquisition. See also Note 3 - Reverse Acquisition. The registered office of IR-Med, Inc. and the corporate headquarters and research facility of IR. Med Ltd. are located in Rosh Pina, Israel. The Company is a development stage medical device company developing its technology through its fully owned subsidiary. IR-Med Ltd, is looking to utilize Infra-Red light spectroscopy (IR) combined with Artificial Intelligence (AI) technology platform to address currently unmet diagnostic or medical needs. The Group’s initial product candidates which are currently in various stages of development are non-invasive, user friendly and designed to address the medical needs of large and growing target patient groups by offering earlier and more accurate information for detection, which is expected to reduce healthcare expenses and reducing the widespread reliance on antibiotics administration, and other interventional options optimizing the delivery of the targeted medical services and, as a result, improving the efficacy and safety of administered treatments. B. The Company is in its development stage and does not expect to generate significant revenue until such time as the Company shall have completed the design and development of its initial product candidate and obtained the requisite approvals to market the product. During the year ended December 31, 2021, the Company incurred losses of US$ 3,716 2,482 5,196 Management’s plans regarding these matters include continued development and marketing of its products, as well as seeking additional financing arrangements. The Company believes that its cash resources are sufficient for the operations of the next 12 months. Although management continues to pursue these plans, there is no assurance that the Company will be successful in raising the needed capital from revenues or financing on commercially acceptable terms. If the Company is unable to raise capital when needed on commercially reasonable terms, it could be forced to delay, reduce, or eliminate its research and development for its product candidates or any future commercialization efforts. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. IR-Med Inc. Notes to the Consolidated Financial Statements Note 1 – General (Cont’d) C. In March 2020, the World Health Organization declared the coronavirus (COVID-19) outbreak a global pandemic. To date, the impact of the pandemic on the Company’s operations has been mainly limited to a temporary office closure in the context of a government-mandated general lockdown that had no significant impact on the Company’s operations. Based on the information in its possession, the Company estimates that as of the date of approval of the financial statements, the Covid-19 pandemic is not expected to affect the Company’s operations. However, the Company is unable to assess with certainty the extent of future impact, in part due to the uncertainty regarding the duration of the Covid-19 pandemic, its force and its effects on the markets in which the Company operates and additional measures that the government may adopt. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies A. Basis of Presentation The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) B. Functional Currency The Group finances its operations in U.S. dollars. While the majority of the Group’s operations are currently conducted in Israel, a significant part of the Group’s expenses is denominated and determined in U.S. dollars Future revenues are expected to be earned in US dollars. The Group’s management believes that the U.S. Dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. Thus, the functional and reporting currency of the Group is the U.S. Dollar. The Group’s transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-Dollar transactions and balances have been re-measured to U.S. Dollars in accordance with Accounting Standards Codification (ASC) 830, “Foreign Currency Matters”, of the Financial Accounting Standards Board (“FASB”). All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations as financial income or expenses, as appropriate. C. Principles of Consolidation The consolidated financial statements include the accounts of the Parent Company and its wholly owned Subsidiary, IR. Med Ltd. Intercompany transactions and balances have been eliminated in consolidation. D. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant items subject to such estimates and assumptions including fair value of warrants and the share-based compensation. Actual results could differ from those estimates. IR-Med Inc. Notes to the Consolidated Financial Statements Note 2 - Summary of Significant Accounting Policies (Cont’d) E. Cash and Cash Equivalents The Group considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at their carrying values, which approximates their fair values. F. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Maintenance and repair expenses are charged to operation as incurred. Depreciation is calculated on the straight-line method based on the estimated useful lives of the assets and commences once the assets are ready for their intended use. The cost of property and equipment include expenditure that is attributable to the acquisition of the assets. Annual rates at depreciation are as follows: Schedule of Annual Rates at Depreciation % Computer’s equipment 33 Furniture and equipment 15 Leasehold improvements 10 Annual depreciation rates 10 G. Research and Development Expenses Research and development expenses are expensed as incurred. Those expenses include payments to third party consultants, expenses related to conducting clinical and pre-clinical trials, salaries and related personnel expenses. H. Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivables, trade and other accounts payable and stockholders’ loans do not significantly vary from their fair values. Amounts from related parties approximate fair value because of their short-term nature. Fair value for the measurement of financial assets and liabilities is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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. The Group utilizes a valuation hierarchy for disclosure of the inputs for fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: ● Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. ● Level 2 inputs are quoted prices for identical or similar assets or liabilities in less active markets or model derived valuations in which significant inputs are observable for the asset or liability, either directly or indirectly through market corroboration. ● Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. IR-Med Inc. Notes to the Consolidated Financial Statements Note 2 - Summary of Significant Accounting Policies (Cont’d) H. Fair Value of Financial Instruments (Cont’d) By distinguishing between inputs that are observable in the marketplace, and therefore more objective, and those that are unobservable and therefore more subjective, the hierarchy is designed to indicate the relative reliability of the fair value measurements. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. I. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. J. Accounting for Share-Based Compensation Until December 31, 2018, the Company accounted for equity-based compensation to non-employees in accordance with ASC 505-50, Equity – Equity-based Payments to Non-employees (“ASC 505-50”), with respect to warrants issued to non-employees. All transactions with nonemployees in which goods or services are received in exchange for equity-based instruments are accounted for based on the fair value of the consideration received or the fair value of the equity-based instruments issued, whichever is more reliably measurable. In June 2018, the FASB issued ASU 2018-07 “Improvement to Nonemployee Share-Based Payments Accounting.” This guidance simplifies the accounting for non-employee share-based payment transactions. The amendments specify that ASC 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The Company adopted the provisions of this update as of January 1, 2019. Stock Option Plan The Group recognizes all employee and nonemployee stock-based compensation as a cost in the consolidated financial statements. For awards with a graded vesting schedule, the Company uses the graded vesting attribution approach to recognize compensation cost over the vesting period. The Group estimates grant date fair value using the Black-Scholes-Merton option-pricing model and estimates the number of forfeitures expected to occur. K. Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to IR-Med Inc. Notes to the Consolidated Financial Statements Note 2 - Summary of Significant Accounting Policies (Cont’d) K. Income taxes (Cont’d) apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Group records valuation allowances to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Group recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized L. Concentrations of credit risks Financial instruments that potentially subject the Group to concentrations of credit risk consist principally of cash and cash equivalents. Cash and cash equivalents are held in commercial banks in the U.S. and in Israel. Management believes that the financial institution that holds the Group investments have high credit ratings. The Group has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. M. Employee benefits Pension The Group has a defined deposit plan in respect of the Company’s obligation to pay the benefit component of provident funds as well as in respect of some of its employees to whom section 14 of the Dismissal Compensation Law applies. Short-term benefits Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided or upon the actual absence of the employee when the benefit is not accumulated (such as maternity leave). The employee benefits are classified, for measurement purposes, as short-term benefits or as other long-term benefits depending on when the Group expects the benefits to be wholly settled. N. Government grants The Company records grants received from the Israel Innovation Authority (the “IIA”, formerly known as the Office of the Chief Scientist of the Israeli Ministry of Industry and Trade) as a liability, if it is probable that the Company will have to repay the grants received. If it is not probable that the grants will be repaid, the Company records the grants as a reduction to research and development expenses. Royalties paid to the IIA are recognized as a reduction of the above-mentioned liability. In instances where a liability was not recorded, the payment of the royalties is recorded as cost of sales IR-Med Inc. Notes to the Consolidated Financial Statements Note 2 - Summary of Significant Accounting Policies (Cont’d) O. New standards not yet adopted In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842).” This ASU requires that lessees recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU No. 2016-02 also will require disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information. This ASU is effective for quarterly and annual periods, beginning after December 15, 2021 with earlier adoption permitted. The expected impact on the Company’s Balance Sheet on the date of initial recognition will be an increase in right of use assets and financial liabilities of approximately $ 150 2021-04 are effective for annual reporting periods beginning after December 15, 2021, and interim reporting periods within those annual periods, with early adoption permitted. The ASU is applied prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company does not expect the adoption to have a material effect on its consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires business entities (except for not for-profit entities and employee benefit plans) to disclose information about certain government assistance they receive. The Topic 832 disclosure requirements include: (i) the nature of the transactions and the related accounting policy used; (ii) the line items on the balance sheet and income statement that are affected and the amounts applicable to each financial statement line item; and (iii) significant terms and conditions of the transactions. The ASU is effective for the Company for fiscal years beginning after December 15, 2021. The ASU will be applied to government assistance received on or after the effective date. |
Reverse Acquisition
Reverse Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Reverse Acquisition | Note 3 – Reverse Acquisition On December 24, 2020, IR-Med Inc., IR. Med Ltd. and the former shareholders of IR. Med Ltd. entered into the Stock Exchange Agreement. Pursuant to the Stock Exchange Agreement, the former shareholders of IR. Med Ltd. contributed all of their equity interests in IR. Med Ltd. in exchange for 31,043,945 58 0.001 In accordance with FASB, ASC Section 805 “Business Combinations,” Prior to the business combination with IR. Med Ltd., IR-Med, Inc. did not meet the definition of a business as it was a non-operating company. As a result, the Reverse Acquisition has been accounted for as a reverse recapitalization, as the former shareholders of IR. Med Ltd controlled immediately following the Acquisition a majority of the outstanding voting shares of IR-Med, Inc, the principal officers of IR-Med Ltd. have assumed the senior management positions at IR-Med, Inc. Accordingly, IR. Med Ltd. is the acquirer for financial reporting purposes and IR-Med, Inc. is the acquired company. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Acquisition are those of IR-Med Ltd. and are recorded at the historical cost basis of IR- Med Ltd., and the consolidated financial statements after completion of the Reverse Acquisition include the assets and liabilities and results of operations of the combined company. IR-Med Inc. Notes to the Consolidated Financial Statements Note 3 – Reverse Acquisition (Cont’d) Share capital and loss per share prior to the closing of the Reverse Acquisition has been retroactively adjusted to reflect the legal capital of IR-Med Inc. Following the Reverse Acquisition, in January 2021, IR-Med Inc. filed an amended and restated certificate of incorporation where, it changed its corporate name to “IR-Med Inc.”. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Note 4 - Cash and Cash Equivalents Schedule of Cash and Cash Equivalents December 31 December 31 2021 2020 US Dollars (In thousands) Cash - NIS 59 16 Cash - US dollars 2,756 1,850 Total 2,815 1,866 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Credit Loss [Abstract] | |
Accounts Receivable | Note 5 - Accounts Receivable Schedule of Accounts Receivable December 31 December 31 2021 2020 US Dollars (In thousands) Funds in trust - 189 Prepaid expenses 1 4 Government institutions 63 22 Related parties 3 3 Total Accounts Receivable 67 218 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 6 – Property and Equipment, net Schedule of Property and Equipment, Net December 31 December 31 2021 2020 US Dollars (In thousands) Computer’s equipment 32 1 Furniture and equipment 6 10 Leasehold improvement 3 - Property and Equipment, Gross 41 11 Less – accumulated depreciation (10 ) (5 ) Property and Equipment, Net 31 6 IR-Med Inc. Notes to the Consolidated Financial Statements |
Trade and Other Payables
Trade and Other Payables | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables | Note 7 - Trade and Other Payables Schedule of Trade and other Payables December 31 December 31 2021 2020 US Dollars (In thousands) Trade payables 58 25 Accrued expenses 140 462 Payroll and related 129 19 Related Parties 65 17 Other 3 - Trade and other payables 395 523 |
Stockholders_ Loans
Stockholders’ Loans | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Stockholders’ Loans | Note 8 - Stockholders’ Loans A. In 2015, certain of the Company’s stockholders advanced loans to the Company to finance its ongoing operation (hereinafter: the “2015 Loans”). These loans bear interest at annual rate ranging in 2021 and 2020 from 2.45 2.62 Under the original loan terms, the aggregate loan amount is payable to the lenders by the Company only upon the approval of the Company’s board of directors that the Company’s profits reached an amount of US$ 0.5 As of December 31, 2021, and 2020, the carrying amounts of the 2015 Loans were US$ 37 35 In 2017, one of the Company’s shareholders provided the Company with a loan to finance its ongoing operation (hereinafter: the “2017 Loan”). This loan bears interest at annual rate ranging in 2021 and 2020, from 2.45 2.62 Under the original loan terms, the aggregate loan amount are repayable by the Company upon the closing of an investment in the Company with proceeds greater than US$ 500 thousand. In March 2020, the Company and the lender agreed to amend the terms of the 2017 Loan and the repayment date was set to December 31, 2023 As of December 31, 2021, and 2020, the carrying amounts of the 2017 Loan were US$ 4 3.5 B. Convertible Loan On March 6, 2018, certain of the Company’s shareholders entered with the Company into a convertible bridge loan agreement (hereinafter: the “2018 CLA”). In accordance with 2018 CLA, the loan bears interest at a rate per annum equal to three percent (3%) compounded and accrued annually, and was originally repayable on December 31, 2018, or later date as determined by the shareholders representing more than 80% of IR. Med Ltd.’s issued and outstanding shares who has also provided loans with terms similar to the terms of the agreement (‘Majority Lenders”), unless earlier converted to shares . IR-Med Inc. Notes to the Consolidated Financial Statements Note 8 - Stockholders’ Loans (Cont’d) B. Convertible Loan (Cont’d) The CLA included certain scenarios in which the loan may be converted (“Optional conversion”), and certain scenarios in which the loan is automatically converted (“Mandatory conversion”). In case of an Exit event, as described in the 2018 CLA, the loan and all accrued interest will be either converted to shares or repaid at 200% of the outstanding amount all as per the Majority lenders decision. The Company recorded the loan amount as a liability, applying the accounting guidance in ASC 835-30. The embedded derivatives identified by the Company relating to the Exit event and Optional conversion, were estimated by the Company as immaterial amounts. In late 2018, the Majority Lenders agreed to defer the repayment date of the loan to a later date, after December 31, 2019. During 2018 and 2019 the convertible loan was not converted into shares. In March, 2020, the Company and the lenders agreed to amend and restate the 2018 CLA (“the Amended CLA”) pursuant to which the lenders waived any and all rights to convert their respective outstanding loan amounts, and the repayment date was set to December 31, 2023 Financing expenses recorded in respect of the loan during 2021 and 2020 were US$ 5 5 As of December 31, 2021 and 2020, the carrying amounts of the loans were US$ 136 128 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Warrants | Note 9 – Warrants A. In December 2015, the Company issued a warrant (hereinafter: the “2015 Warrant”) to one of its service providers. Under the 2015 Warrant, the service provider was originally entitled to purchase such number of the Company’s ordinary shares equivalent to the outcome of US$ 24 250 25 0.01 16 B. In addition to the above, during 2014, the Company issued a warrant (“the 2014 Warrant”) to one of its service providers, according to which, the service provider is entitled to purchase 6,894 0.001 The warrants will no longer be exercisable and be terminated upon the consummation of an M&A transaction of the Company, subject to and in accordance with the definitions in each of the warrant agreements. IR-Med Inc. Notes to the Consolidated Financial Statements Note 9 – Warrants (Cont’d) During May 2020, the Company and the above warrants holder, entered into a new warrant agreement (“the New Warrant”), according to which the 2014 Warrant and the 2015 Warrant will be cancelled and replaced by a new warrant to purchase up to approximately 60 0.01 25 Prior to the Reverse Acquisition, on December 24, 2020, the above referenced Warrants were exercised at par value into 59,910 Per the Guidance provided in ASU 2018-07 as issued by the FASB, the Company classified the warrant as equity. C. The November 2020 Private Placement includes issuance of additional warrants to investors. For more details, see also Note 10B. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 10 - Stockholders’ Equity A. Common Stock The Parent Company has authorized 250,000,000 53,586,023 30,185,183 As of December 31, 2021, the company has 64,601,649 Each share of IR-Med Inc.´s common stock is entitled to one vote and all shares rank equally as to voting and other matters. Dividends may be declared and paid on the common stock from funds legally available therefor, if, as and when determined by the Board of Directors. B. Financing rounds (i) During July 2020, the Company entered into two investment agreements according to which the Company issued 39,946 81 (ii) On July 16, 2020, the Parent Company entered into a private placement agreement (hereinafter the “July 2020 Private Placement Agreement”) with an investor (hereinafter: the “Investor”) for aggregate consideration of $ 50,000 217,391 0.23 three year 0.64 (iii) In connection with the Reverse Acquisition, the Parent Company entered into private placement agreements (hereinafter: the “November 2020 Private Placement”) with existing and new investors (hereinafter the “Investors”) for aggregate consideration of 2,144,908 161,092 3,603,125 0.64 three year 0.64 IR-Med Inc. Notes to the Consolidated Financial Statements Note 10 - Stockholders’ Equity (Cont’d) B. Financing rounds (Cont’d) Following the closing of the Reverse Acquisition, on December 24, 2020, the Parent Company issued the Investors 7,206,250 3,603,125 (v) During the first four months of 2021, the Company raised in the aggregate an additional $ 3,525,000 5,507,813 0.64 three year 0.64 C. Share-based compensation On December 23, 2020 the Group’s board of directors approved and the shareholders adopted a share-based compensation plan (“2020 Incentive Stock Plan”) for future grants by the Parent Company. As of December 31, 2021, the Parent Company awarded to its employees and service providers options to purchase up to 8,402,843 7,642,843 0.32 480,000 0.01 280,000 0.64 6,069,579 one five years three ten years grant was approved following the adoption of the 2020 incentive stock plan (hereinafter the “Plan”) by the Parent Company on December 23, 2020 and the adoption of the sub plan (the “Israeli appendix”) on April 29, 2021. The Group recorded in the statement of operations a non-cash expense of $ 1,339 250 470 619 The following table sets forth information about the weighted-average fair value of options granted to employees and service providers during the year period ended December 31, 2021, using the Black- Scholes-Merton option-pricing model and the weighted-average assumptions used for such grants: Schedule of Stock Options, Valuation Assumptions For the year ended December 31, 2021 Dividend yields (see (a) below) 0.0 % Share price (in U.S. dollar) (see (b) below) 0.26 Expected volatility (see (c) below) 82.77 142.57 % Risk-free interest rates (see (d) below) 0.18 1.7 % Expected life (in years) 1.5 14.79 IR-Med Inc. Notes to the Consolidated Financial Statements Note 10 - Stockholders’ Equity (Cont’d) C. Share-based compensation (Cont’d) a. The Group used 0 b. The Parent-Company’s Common Stock is quoted on the Over the Counter (“OTC”). However, the Group considers its share price as it is traded on OTC to not be an appropriate representation of fair value, since it is not traded on an active market. The Group determined that the market is inactive due to low level of activity of the Parent Company’s Common Stock, stale or non-current price quotes and price quotes that vary substantially either over time or among market makers. Consequently, the price of the Parent-Company’s Common Stock has been determined based on the April 2021 Private placement units of Common Stock and Warrants at a per unit purchase price of $ 0.64 c. As the Company is at its early stage of operation, there is not sufficient historical volatility for the expected term of the stock options. Therefore, the Group uses an average historical share price volatility based on an analysis of reported data for a peer group of comparable publicly traded companies which were selected based upon industry similarities. d. The Group determined the risk-free interest rate by using a weighted-average equivalent to the expected term based on the U.S. Treasury yield curve in effect as of the date of grant. |
Contingent Liabilities and Comm
Contingent Liabilities and Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liabilities and Commitments | Note 11 - Contingent Liabilities and Commitments A. Israel Innovation Authority The Company operates within the framework of the Incubators Program (Directive No. 8.3 of the Ministry of Economy “The program”). As part of this plan, 60 40 3.5 3 In addition, the IIA may stipulate any arrangement whereby the Company will be able to transfer the technology or development from Israel. As of December 31, 2021, the Company’s maximum possible future royalties commitment, subject to future sales of such products, and based on grants received from the IIA and not yet repaid is approximately $ 356 29 For the years ending December 31, 2021 and 2020 no additional IIA grants were obtained. B Vehicle Leases The Company has lease contracts for five motor vehicles used in its operations in Israel. Motor vehicle leases generally have lease terms of three years and require a deposit amount of three-monthly lease payment. As of December 31, 2021, the Company deposited an aggregate of NIS 54,157 17,000 C. Long term deposits During 2021 the Company received a bank credit line in the amount of NIS 40,000 13,000 IR-Med Inc. Notes to the Consolidated Financial Statements |
Research and Development Expens
Research and Development Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Research And Development Expenses | |
Research and Development Expenses | Note 12 - Research and Development Expenses Schedule of Research and Development Expenses For the year For the year ended ended December 31 December 31 2021 2020 US Dollars (In thousands) Salaries and related expenses 300 - Subcontractors 747 393 Materials 76 - Other expenses 46 16 Stock based compensation expenses 250 - Total research and development expenses 1,419 409 |
Marketing Expenses
Marketing Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Marketing Expenses | |
Marketing Expenses | Note 13 – Marketing Expenses Schedule of Marketing Expenses For the year For the year ended ended December 31 December 31 2021 2020 US Dollars (In thousands) Salaries and related expenses 106 - Professional expenses 307 - Other expenses 5 - Stock based compensation expenses 470 - Total marketing expenses 888 - IR-Med Inc. Notes to the Consolidated Financial Statements |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2021 | |
General And Administrative Expenses | |
General and Administrative Expenses | Note 14 - General and Administrative Expenses Schedule of General and Administrative Expenses For the year For the year ended ended December 31 December 31 2021 2020 US Dollars (In thousands) Salaries and related expenses 283 15 Professional expenses 341 283 Rent and Maintenance 51 18 Depreciation 5 1 Other expenses 69 4 Stock based compensation expenses 619 - Total general and administrative expenses 1,368 321 |
Financial Expenses
Financial Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Financial Expenses | Note 15 - Financial Expenses Schedule of Financial Expenses For the year For the year ended ended December 31 December 31 2021 2020 US Dollars (In thousands) Interest expenses on loans 5 9 Exchange rate loss 35 12 Other 1 1 Total financial expenses 41 22 IR-Med Inc. Notes to the Consolidated Financial Statements |
Loss per share
Loss per share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss per share | Note 16- Loss per share The calculation of basic and diluted losses per share for the year ended on December 31, 2021 and 2020 was based on the losses attributable to the Company’s ordinary stockholders for the year divided by a weighted average number of ordinary shares outstanding. The calculation of basic and diluted losses per share for the year ended on December 31, 2020 is adjusted to reflect the new equity structure resulting from the Reverse Acquisition, calculated as follows: Schedule of Calculation of Basic and Diluted Losses Per Share For the year For the year ended ended December 31 December 31 2021 2020 Loss attributable to shareholders ($ in thousands) (3,716 ) (752 ) Weighted average number of ordinary shares: Balance at beginning of year 53,586,023 29,688,988 Effect of shares issued during the year 9,524,741 343,510 Weighted-average shares – basic and dilutive as at end of year 63,110,764 30,032,498 Basic and dilutive loss per share ($) (0.06 ) (0.02 ) As of December 31, 2021, total number of 16,008,567 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17 – Income Taxes A. Corporate tax rate a) The tax rates relevant to the Parent company in Nevada for the years 2020-2021 was 21 Current taxes for the reported periods are calculated according to the enacted tax rates presented above. The tax rates relevant to the Subsidiary in Israel for the years 2020-2021 was 23 b) Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (the “Investments Law”); During January 2011, an amendment to the Israeli Investments Law (the “Amendment”) became effective. The Amendment’s provisions apply to Preferred Income derived or accrued in 2011 and thereafter by a Preferred Company, per the definition of these terms in the Amendment. The amendment provides a uniform and reduced tax rate for all the Company’s income entitled to the benefits (“Preferred Income”). Starting from tax year 2017, the tax rate on Preferred Income for a company operating in the same area as the Company is 7.5 IR-Med Inc. Notes to the Consolidated Financial Statements Note 17 – Income Taxes (Cont’d) B. Deferred tax assets The following is a summary of the significant components of deferred tax assets: Schedule of Deferred Tax Assets December 31 December 31 2021 2020 US Dollars (In thousands) Operating loss carry forward 677 252 Research and development costs 218 69 Employee benefits 6 Gross total deferred tax assets 901 321 Valuation allowance for deferred tax assets (901 ) (321 ) Net deferred tax assets - - C. Net operating losses carry forward As of December 31, 2021, and 2020, the Company had incurred carry forward losses for tax purposes in the amount of US$ 2,960 1,096 As of December 31, 2021, and 2020, the Company has provided full valuation allowance of US$ 901 321 D. Tax assessment As of December 31, 2021, the Company has tax assessments that are considered as final due to lapse of statute of limitation period, through tax year 2016. The Parent Company has not been assessed for tax purposes since its inception. IR-Med Inc. Notes to the Consolidated Financial Statements Note 17 – Income Taxes (Cont’d) E. Reconciliation of the statutory tax expense (benefit) to actual tax expense Reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company and the actual tax expense as reported in the statements of operations is as follows: Schedule of Statutory Tax Expense (Benefit) to Actual Tax Expense For the year For the year ended ended December 31 December 31 2021 2020 US Dollars (In thousands) Loss before taxes as reported in the statements of operations (3,716 ) (752 ) Statutory tax rate 21 % 21 % Theoretical tax benefit on the above amount at the Israeli statutory tax rate (780 ) (158 ) Additional tax (tax savings) in respect of: Excess tax benefit - share based compensation 308 - Change in valuation allowance 580 173 Differences in tax rates between statutory tax and income tax of the Subsidiary * (77 ) (15 ) Other (31 ) - Actual taxes on income - - (*) The Subsidiary operates in Israel in a tax jurisdiction with corporate tax rate of 23 |
Related Parties Balances and Tr
Related Parties Balances and Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties Balances and Transactions | Note 18- Related Parties Balances and Transactions The Group’s related parties are seven directors, three officers, one shareholder and two entities controlled by three of the Company’s shareholders. Schedule of Related Parties Balances and Transactions A. Balances with related parties December 31 December 31 2021 2020 US Dollars (In thousands) Assets Other receivables 3 3 Liabilities Payables 26 46 Accrued expenses 27 - Payroll and related 12 - Stockholders’ loans 177 166 IR-Med Inc. Notes to the Consolidated Financial Statements Note 18- Related Parties Balances and Transactions (Cont’d) B. Transactions with related parties For the year For the year ended ended December 31 December 31 2021 2020 US Dollars (In thousands) Subcontractors and professional expenses (1) 341 93 Salaries and related expenses (2) 374 - stock based compensation (3) 794 - Rent and Maintenance (4) 51 15 Interest expenses 5 9 (1) For the years ended December 31, 2021 and 2020, the Company paid to two directors and one shareholder of the Parent Company an aggregate consideration of US$ 227 93 On September 1, 2020 the Parent Company entered into consulting agreement with one of its shareholders. For the year ended December 31, 2021 the Company paid to the shareholder an aggregate consideration of US$ 60 For the year ended December 31, 2021, the Company paid to four of the Parent Company non-employee directors an aggregate consideration of US$ 54 (2) During 2021, the Company entered into an employment agreements with one of the Parent Company’s directors and three of its officers. For the year ended December 31 2021, salary and related expenses totaled to US$ 374 (3) Following the adoption of the 2020 incentive stock plan (hereinafter the “Plan”) by the Parent Company on December 23, 2020, and the adoption of the sub plan (the “Israeli appendix”) on April 29, 2021, the Parent Company granted to its directors, officers and shareholder 4,423,960 (4) On February 2020 the Company entered into an office rental agreement with an entity controlled by two of the Company’s directors, retroactive to January 1, 2020. For the years ended December 31, 2021 and 2020, the Company paid US$ 51 15 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | A. Basis of Presentation The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) |
Functional Currency | B. Functional Currency The Group finances its operations in U.S. dollars. While the majority of the Group’s operations are currently conducted in Israel, a significant part of the Group’s expenses is denominated and determined in U.S. dollars Future revenues are expected to be earned in US dollars. The Group’s management believes that the U.S. Dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. Thus, the functional and reporting currency of the Group is the U.S. Dollar. The Group’s transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-Dollar transactions and balances have been re-measured to U.S. Dollars in accordance with Accounting Standards Codification (ASC) 830, “Foreign Currency Matters”, of the Financial Accounting Standards Board (“FASB”). All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations as financial income or expenses, as appropriate. |
Principles of Consolidation | C. Principles of Consolidation The consolidated financial statements include the accounts of the Parent Company and its wholly owned Subsidiary, IR. Med Ltd. Intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | D. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant items subject to such estimates and assumptions including fair value of warrants and the share-based compensation. Actual results could differ from those estimates. IR-Med Inc. Notes to the Consolidated Financial Statements Note 2 - Summary of Significant Accounting Policies (Cont’d) |
Cash and Cash Equivalents | E. Cash and Cash Equivalents The Group considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at their carrying values, which approximates their fair values. |
Property and Equipment | F. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Maintenance and repair expenses are charged to operation as incurred. Depreciation is calculated on the straight-line method based on the estimated useful lives of the assets and commences once the assets are ready for their intended use. The cost of property and equipment include expenditure that is attributable to the acquisition of the assets. Annual rates at depreciation are as follows: Schedule of Annual Rates at Depreciation % Computer’s equipment 33 Furniture and equipment 15 Leasehold improvements 10 Annual depreciation rates 10 |
Research and Development Expenses | G. Research and Development Expenses Research and development expenses are expensed as incurred. Those expenses include payments to third party consultants, expenses related to conducting clinical and pre-clinical trials, salaries and related personnel expenses. |
Fair Value of Financial Instruments | H. Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivables, trade and other accounts payable and stockholders’ loans do not significantly vary from their fair values. Amounts from related parties approximate fair value because of their short-term nature. Fair value for the measurement of financial assets and liabilities is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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. The Group utilizes a valuation hierarchy for disclosure of the inputs for fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: ● Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. ● Level 2 inputs are quoted prices for identical or similar assets or liabilities in less active markets or model derived valuations in which significant inputs are observable for the asset or liability, either directly or indirectly through market corroboration. ● Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. IR-Med Inc. Notes to the Consolidated Financial Statements Note 2 - Summary of Significant Accounting Policies (Cont’d) H. Fair Value of Financial Instruments (Cont’d) By distinguishing between inputs that are observable in the marketplace, and therefore more objective, and those that are unobservable and therefore more subjective, the hierarchy is designed to indicate the relative reliability of the fair value measurements. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. |
Commitments and Contingencies | I. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. |
Accounting for Share-Based Compensation | J. Accounting for Share-Based Compensation Until December 31, 2018, the Company accounted for equity-based compensation to non-employees in accordance with ASC 505-50, Equity – Equity-based Payments to Non-employees (“ASC 505-50”), with respect to warrants issued to non-employees. All transactions with nonemployees in which goods or services are received in exchange for equity-based instruments are accounted for based on the fair value of the consideration received or the fair value of the equity-based instruments issued, whichever is more reliably measurable. In June 2018, the FASB issued ASU 2018-07 “Improvement to Nonemployee Share-Based Payments Accounting.” This guidance simplifies the accounting for non-employee share-based payment transactions. The amendments specify that ASC 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The Company adopted the provisions of this update as of January 1, 2019. Stock Option Plan The Group recognizes all employee and nonemployee stock-based compensation as a cost in the consolidated financial statements. For awards with a graded vesting schedule, the Company uses the graded vesting attribution approach to recognize compensation cost over the vesting period. The Group estimates grant date fair value using the Black-Scholes-Merton option-pricing model and estimates the number of forfeitures expected to occur. |
Income taxes | K. Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to IR-Med Inc. Notes to the Consolidated Financial Statements Note 2 - Summary of Significant Accounting Policies (Cont’d) K. Income taxes (Cont’d) apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Group records valuation allowances to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Group recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized |
Concentrations of credit risks | L. Concentrations of credit risks Financial instruments that potentially subject the Group to concentrations of credit risk consist principally of cash and cash equivalents. Cash and cash equivalents are held in commercial banks in the U.S. and in Israel. Management believes that the financial institution that holds the Group investments have high credit ratings. The Group has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Employee benefits | M. Employee benefits Pension The Group has a defined deposit plan in respect of the Company’s obligation to pay the benefit component of provident funds as well as in respect of some of its employees to whom section 14 of the Dismissal Compensation Law applies. Short-term benefits Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided or upon the actual absence of the employee when the benefit is not accumulated (such as maternity leave). The employee benefits are classified, for measurement purposes, as short-term benefits or as other long-term benefits depending on when the Group expects the benefits to be wholly settled. |
Government grants | N. Government grants The Company records grants received from the Israel Innovation Authority (the “IIA”, formerly known as the Office of the Chief Scientist of the Israeli Ministry of Industry and Trade) as a liability, if it is probable that the Company will have to repay the grants received. If it is not probable that the grants will be repaid, the Company records the grants as a reduction to research and development expenses. Royalties paid to the IIA are recognized as a reduction of the above-mentioned liability. In instances where a liability was not recorded, the payment of the royalties is recorded as cost of sales IR-Med Inc. Notes to the Consolidated Financial Statements Note 2 - Summary of Significant Accounting Policies (Cont’d) |
New standards not yet adopted | O. New standards not yet adopted In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842).” This ASU requires that lessees recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU No. 2016-02 also will require disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information. This ASU is effective for quarterly and annual periods, beginning after December 15, 2021 with earlier adoption permitted. The expected impact on the Company’s Balance Sheet on the date of initial recognition will be an increase in right of use assets and financial liabilities of approximately $ 150 2021-04 are effective for annual reporting periods beginning after December 15, 2021, and interim reporting periods within those annual periods, with early adoption permitted. The ASU is applied prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company does not expect the adoption to have a material effect on its consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires business entities (except for not for-profit entities and employee benefit plans) to disclose information about certain government assistance they receive. The Topic 832 disclosure requirements include: (i) the nature of the transactions and the related accounting policy used; (ii) the line items on the balance sheet and income statement that are affected and the amounts applicable to each financial statement line item; and (iii) significant terms and conditions of the transactions. The ASU is effective for the Company for fiscal years beginning after December 15, 2021. The ASU will be applied to government assistance received on or after the effective date. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Annual Rates at Depreciation | Annual rates at depreciation are as follows: Schedule of Annual Rates at Depreciation % Computer’s equipment 33 Furniture and equipment 15 Leasehold improvements 10 Annual depreciation rates 10 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Schedule of Cash and Cash Equivalents December 31 December 31 2021 2020 US Dollars (In thousands) Cash - NIS 59 16 Cash - US dollars 2,756 1,850 Total 2,815 1,866 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Credit Loss [Abstract] | |
Schedule of Accounts Receivable | Schedule of Accounts Receivable December 31 December 31 2021 2020 US Dollars (In thousands) Funds in trust - 189 Prepaid expenses 1 4 Government institutions 63 22 Related parties 3 3 Total Accounts Receivable 67 218 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Schedule of Property and Equipment, Net December 31 December 31 2021 2020 US Dollars (In thousands) Computer’s equipment 32 1 Furniture and equipment 6 10 Leasehold improvement 3 - Property and Equipment, Gross 41 11 Less – accumulated depreciation (10 ) (5 ) Property and Equipment, Net 31 6 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Trade and other Payables | Schedule of Trade and other Payables December 31 December 31 2021 2020 US Dollars (In thousands) Trade payables 58 25 Accrued expenses 140 462 Payroll and related 129 19 Related Parties 65 17 Other 3 - Trade and other payables 395 523 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stock Options, Valuation Assumptions | The following table sets forth information about the weighted-average fair value of options granted to employees and service providers during the year period ended December 31, 2021, using the Black- Scholes-Merton option-pricing model and the weighted-average assumptions used for such grants: Schedule of Stock Options, Valuation Assumptions For the year ended December 31, 2021 Dividend yields (see (a) below) 0.0 % Share price (in U.S. dollar) (see (b) below) 0.26 Expected volatility (see (c) below) 82.77 142.57 % Risk-free interest rates (see (d) below) 0.18 1.7 % Expected life (in years) 1.5 14.79 IR-Med Inc. Notes to the Consolidated Financial Statements Note 10 - Stockholders’ Equity (Cont’d) C. Share-based compensation (Cont’d) a. The Group used 0 b. The Parent-Company’s Common Stock is quoted on the Over the Counter (“OTC”). However, the Group considers its share price as it is traded on OTC to not be an appropriate representation of fair value, since it is not traded on an active market. The Group determined that the market is inactive due to low level of activity of the Parent Company’s Common Stock, stale or non-current price quotes and price quotes that vary substantially either over time or among market makers. Consequently, the price of the Parent-Company’s Common Stock has been determined based on the April 2021 Private placement units of Common Stock and Warrants at a per unit purchase price of $ 0.64 c. As the Company is at its early stage of operation, there is not sufficient historical volatility for the expected term of the stock options. Therefore, the Group uses an average historical share price volatility based on an analysis of reported data for a peer group of comparable publicly traded companies which were selected based upon industry similarities. d. The Group determined the risk-free interest rate by using a weighted-average equivalent to the expected term based on the U.S. Treasury yield curve in effect as of the date of grant. |
Research and Development Expe_2
Research and Development Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Research And Development Expenses | |
Schedule of Research and Development Expenses | Schedule of Research and Development Expenses For the year For the year ended ended December 31 December 31 2021 2020 US Dollars (In thousands) Salaries and related expenses 300 - Subcontractors 747 393 Materials 76 - Other expenses 46 16 Stock based compensation expenses 250 - Total research and development expenses 1,419 409 |
Marketing Expenses (Tables)
Marketing Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Marketing Expenses | |
Schedule of Marketing Expenses | Schedule of Marketing Expenses For the year For the year ended ended December 31 December 31 2021 2020 US Dollars (In thousands) Salaries and related expenses 106 - Professional expenses 307 - Other expenses 5 - Stock based compensation expenses 470 - Total marketing expenses 888 - |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
General And Administrative Expenses | |
Schedule of General and Administrative Expenses | Schedule of General and Administrative Expenses For the year For the year ended ended December 31 December 31 2021 2020 US Dollars (In thousands) Salaries and related expenses 283 15 Professional expenses 341 283 Rent and Maintenance 51 18 Depreciation 5 1 Other expenses 69 4 Stock based compensation expenses 619 - Total general and administrative expenses 1,368 321 |
Financial Expenses (Tables)
Financial Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Financial Expenses | Schedule of Financial Expenses For the year For the year ended ended December 31 December 31 2021 2020 US Dollars (In thousands) Interest expenses on loans 5 9 Exchange rate loss 35 12 Other 1 1 Total financial expenses 41 22 |
Loss per share (Tables)
Loss per share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Losses Per Share | The calculation of basic and diluted losses per share for the year ended on December 31, 2021 and 2020 was based on the losses attributable to the Company’s ordinary stockholders for the year divided by a weighted average number of ordinary shares outstanding. The calculation of basic and diluted losses per share for the year ended on December 31, 2020 is adjusted to reflect the new equity structure resulting from the Reverse Acquisition, calculated as follows: Schedule of Calculation of Basic and Diluted Losses Per Share For the year For the year ended ended December 31 December 31 2021 2020 Loss attributable to shareholders ($ in thousands) (3,716 ) (752 ) Weighted average number of ordinary shares: Balance at beginning of year 53,586,023 29,688,988 Effect of shares issued during the year 9,524,741 343,510 Weighted-average shares – basic and dilutive as at end of year 63,110,764 30,032,498 Basic and dilutive loss per share ($) (0.06 ) (0.02 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The following is a summary of the significant components of deferred tax assets: Schedule of Deferred Tax Assets December 31 December 31 2021 2020 US Dollars (In thousands) Operating loss carry forward 677 252 Research and development costs 218 69 Employee benefits 6 Gross total deferred tax assets 901 321 Valuation allowance for deferred tax assets (901 ) (321 ) Net deferred tax assets - - |
Schedule of Statutory Tax Expense (Benefit) to Actual Tax Expense | Reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company and the actual tax expense as reported in the statements of operations is as follows: Schedule of Statutory Tax Expense (Benefit) to Actual Tax Expense For the year For the year ended ended December 31 December 31 2021 2020 US Dollars (In thousands) Loss before taxes as reported in the statements of operations (3,716 ) (752 ) Statutory tax rate 21 % 21 % Theoretical tax benefit on the above amount at the Israeli statutory tax rate (780 ) (158 ) Additional tax (tax savings) in respect of: Excess tax benefit - share based compensation 308 - Change in valuation allowance 580 173 Differences in tax rates between statutory tax and income tax of the Subsidiary * (77 ) (15 ) Other (31 ) - Actual taxes on income - - (*) The Subsidiary operates in Israel in a tax jurisdiction with corporate tax rate of 23 |
Related Parties Balances and _2
Related Parties Balances and Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Parties Balances and Transactions | Schedule of Related Parties Balances and Transactions A. Balances with related parties December 31 December 31 2021 2020 US Dollars (In thousands) Assets Other receivables 3 3 Liabilities Payables 26 46 Accrued expenses 27 - Payroll and related 12 - Stockholders’ loans 177 166 IR-Med Inc. Notes to the Consolidated Financial Statements Note 18- Related Parties Balances and Transactions (Cont’d) B. Transactions with related parties For the year For the year ended ended December 31 December 31 2021 2020 US Dollars (In thousands) Subcontractors and professional expenses (1) 341 93 Salaries and related expenses (2) 374 - stock based compensation (3) 794 - Rent and Maintenance (4) 51 15 Interest expenses 5 9 (1) For the years ended December 31, 2021 and 2020, the Company paid to two directors and one shareholder of the Parent Company an aggregate consideration of US$ 227 93 On September 1, 2020 the Parent Company entered into consulting agreement with one of its shareholders. For the year ended December 31, 2021 the Company paid to the shareholder an aggregate consideration of US$ 60 For the year ended December 31, 2021, the Company paid to four of the Parent Company non-employee directors an aggregate consideration of US$ 54 (2) During 2021, the Company entered into an employment agreements with one of the Parent Company’s directors and three of its officers. For the year ended December 31 2021, salary and related expenses totaled to US$ 374 (3) Following the adoption of the 2020 incentive stock plan (hereinafter the “Plan”) by the Parent Company on December 23, 2020, and the adoption of the sub plan (the “Israeli appendix”) on April 29, 2021, the Parent Company granted to its directors, officers and shareholder 4,423,960 (4) On February 2020 the Company entered into an office rental agreement with an entity controlled by two of the Company’s directors, retroactive to January 1, 2020. For the years ended December 31, 2021 and 2020, the Company paid US$ 51 15 |
General (Details Narrative)
General (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 3,716 | $ 752 |
Net cash flow from operating activities | 2,482 | 402 |
Accumulated deficit | $ 5,196 | $ 1,480 |
Schedule of Annual Rates at Dep
Schedule of Annual Rates at Depreciation (Details) | Dec. 31, 2021 |
Computers and Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Annual depreciation rates | 33.00% |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Annual depreciation rates | 15.00% |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Annual depreciation rates | 10.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Recognized income tax positions | Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized |
Increase in right use of assets and financial liabilities | $ 150 |
Reverse Acquisition (Details Na
Reverse Acquisition (Details Narrative) - $ / shares | Dec. 24, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Stock Exchange Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock issued for reverse acquisition | 31,043,945 | ||
Ownership percentage | 58.00% | ||
Common stock, par value | $ 0.001 |
Schedule of Cash and Cash Equiv
Schedule of Cash and Cash Equivalents (Details) ₪ in Thousands, $ in Thousands | Dec. 31, 2021USD ($) | Dec. 31, 2021ILS (₪) | Dec. 31, 2020USD ($) | Dec. 31, 2020ILS (₪) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total | $ 2,815 | $ 1,866 | ||
NIS [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total | ₪ | ₪ 59 | ₪ 16 | ||
USD [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total | $ 2,756 | $ 1,850 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Credit Loss [Abstract] | ||
Funds in trust | $ 189 | |
Prepaid expenses | 1 | 4 |
Government institutions | 63 | 22 |
Related parties | 3 | 3 |
Total Accounts Receivable | $ 67 | $ 218 |
Schedule of Property and Equipm
Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 41 | $ 11 |
Less – accumulated depreciation | (10) | (5) |
Property and Equipment, Net | 31 | 6 |
Computers and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 32 | 1 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 6 | 10 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 3 |
Schedule of Trade and other Pay
Schedule of Trade and other Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Trade payables | $ 58 | $ 25 |
Accrued expenses | 140 | 462 |
Payroll and related | 129 | 19 |
Related Parties | 65 | 17 |
Other | 3 | |
Trade and other payables | $ 395 | $ 523 |
Stockholders_ Loans (Details Na
Stockholders’ Loans (Details Narrative) - USD ($) | Mar. 06, 2018 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
2015 Loans [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt instrument interest rate | 2.45% | 2.62% | ||
Terms of agreement description | Under the original loan terms, the aggregate loan amount is payable to the lenders by the Company only upon the approval of the Company’s board of directors that the Company’s profits reached an amount of US$ 0.5 million and upon such terms and in such installments as shall be determined by the Company’s board of directors | |||
Debt instrument carrying amount | $ 37,000 | $ 35,000 | ||
2015 Loans [Member] | Board of Directors Chairman [Member] | ||||
Short-term Debt [Line Items] | ||||
Payments for loans | $ 500,000 | |||
2017 loans [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt instrument interest rate | 2.45% | 2.62% | ||
Terms of agreement description | Under the original loan terms, the aggregate loan amount are repayable by the Company upon the closing of an investment in the Company with proceeds greater than US$ 500 thousand. | |||
Debt instrument carrying amount | $ 4,000 | $ 3,500 | ||
Debt instrument maturity date | Dec. 31, 2023 | |||
2018 CLA [Member] | ||||
Short-term Debt [Line Items] | ||||
Terms of agreement description | In case of an Exit event, as described in the 2018 CLA, the loan and all accrued interest will be either converted to shares or repaid at 200% of the outstanding amount all as per the Majority lenders decision. | |||
Debt instrument carrying amount | $ 136,000 | 128,000 | ||
Debt instrument maturity date | Dec. 31, 2023 | |||
Debt instrument interest rate terms | In accordance with 2018 CLA, the loan bears interest at a rate per annum equal to three percent (3%) compounded and accrued annually, and was originally repayable on December 31, 2018, or later date as determined by the shareholders representing more than 80% of IR. Med Ltd.’s issued and outstanding shares who has also provided loans with terms similar to the terms of the agreement (‘Majority Lenders”), unless earlier converted to shares | |||
Financing expenses on loan | $ 5,000 | $ 5,000 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
May 31, 2020 | Dec. 31, 2015 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2014 | Apr. 30, 2021 | Dec. 24, 2020 | |
Short-term Debt [Line Items] | |||||||
Warrants issued during period, shares | $ 0.64 | $ 0.64 | |||||
Exercise of warrants shares | 59,910 | ||||||
General and administrative expense | $ 1,368 | $ 321 | |||||
2015 warrant [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Exercise of warrants shares | 16,000 | ||||||
2015 warrant [Member] | NIS [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Warrants issued during period, shares | $ 0.01 | ||||||
2014 warrant [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Warrants issued during period | 6,894 | ||||||
2014 warrant [Member] | NIS [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Warrants issued during period, shares | $ 0.001 | ||||||
New warrant agreement [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Exercise of warrants shares | 60,000 | ||||||
General and administrative expense | $ 25 | ||||||
New warrant agreement [Member] | NIS [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Warrants issued during period, shares | $ 0.01 | ||||||
2015 warrant [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Terms of agreement description | Under the 2015 Warrant, the service provider was originally entitled to purchase such number of the Company’s ordinary shares equivalent to the outcome of US$ 24 thousand divided by a price per share in the immediate Company’s financing round greater than US$250 thousand, plus 25% discount on the price per share, in consideration of an exercise price of NIS 0.01 per share, all as described in the 2015 Warrant Agreement. Following the financing round that took place at the end of 2019, the total number of shares exercisable under the 2015 Warrant approximates to 16 thousand ordinary shares of the Company | ||||||
Warrant dividends | $ 24 | ||||||
Warrant financing | $ 250 | ||||||
Warrant discount percentage | 25.00% |
Schedule of Stock Options, Valu
Schedule of Stock Options, Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021$ / shares | ||
Dividend yields | 0.00% | [1] |
Share price | $ 0.26 | [2] |
Expected volatility minimum | 82.77% | [3] |
Expected volatility maximum | 142.57% | [3] |
Risk free interest rate minimum | 0.18% | [4] |
Risk free interest rate maximum | 1.70% | [4] |
Minimum [Member] | ||
Expected life (in years) | 1 year 6 months | |
Maximum [Member] | ||
Expected life (in years) | 14 years 9 months 14 days | |
[1] | The Group used 0 | |
[2] | The Parent-Company’s Common Stock is quoted on the Over the Counter (“OTC”). However, the Group considers its share price as it is traded on OTC to not be an appropriate representation of fair value, since it is not traded on an active market. The Group determined that the market is inactive due to low level of activity of the Parent Company’s Common Stock, stale or non-current price quotes and price quotes that vary substantially either over time or among market makers. Consequently, the price of the Parent-Company’s Common Stock has been determined based on the April 2021 Private placement units of Common Stock and Warrants at a per unit purchase price of $ 0.64 | |
[3] | As the Company is at its early stage of operation, there is not sufficient historical volatility for the expected term of the stock options. Therefore, the Group uses an average historical share price volatility based on an analysis of reported data for a peer group of comparable publicly traded companies which were selected based upon industry similarities. | |
[4] | The Group determined the risk-free interest rate by using a weighted-average equivalent to the expected term based on the U.S. Treasury yield curve in effect as of the date of grant. |
Schedule of Stock Options, Va_2
Schedule of Stock Options, Valuation Assumptions (Details) (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 30, 2021 | ||
Equity [Abstract] | |||
Dividend rate | [1] | 0.00% | |
Warrant exercise price per share | $ 0.64 | $ 0.64 | |
[1] | The Group used 0 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Dec. 24, 2020 | Jul. 16, 2020 | Nov. 30, 2020 | Jul. 31, 2020 | Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||||||
Common stock, shares issued | 64,601,649 | 53,586,023 | 30,185,183 | |||||
Common stock, shares outstanding | 64,601,649 | 53,586,023 | 30,185,183 | |||||
Issuance of common stock, net | $ 3,525,000 | $ 81,000 | ||||||
Units issued during the period for private placement, shares | 5,507,813 | |||||||
Shares issued price per share | $ 0.64 | |||||||
Warrants and rights outstanding term | 3 years | |||||||
Exercise price of warrant | $ 0.64 | $ 0.64 | ||||||
Shares vested grant | 6,069,579 | |||||||
Non operating income expense | $ (41,000) | $ (22,000) | ||||||
Research and Development Expense [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Allocated share based compensation expense | 250,000 | |||||||
Marketing Expense [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Allocated share based compensation expense | 470,000 | |||||||
General and Administrative Expense [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Allocated share based compensation expense | 619,000 | |||||||
Israeli [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Non operating income expense | $ 1,339,000 | |||||||
Minimum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants and rights outstanding term | 3 years | |||||||
Maximum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants and rights outstanding term | 10 years | |||||||
Employee Stock Option One [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Shares issued price per share | $ 0.32 | |||||||
Stock issued during period shares issued for services | 7,642,843 | |||||||
Employee Stock Option Two [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Shares issued price per share | $ 0.01 | |||||||
Stock issued during period shares issued for services | 480,000 | |||||||
Employee Stock Option Three [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Shares issued price per share | $ 0.64 | |||||||
Stock issued during period shares issued for services | 280,000 | |||||||
Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Issuance of common stock, net, shares | 343,536 | |||||||
Issuance of common stock, net | $ 1,000 | |||||||
Units issued during the period for private placement, shares | 11,015,626 | 22,542,078 | ||||||
Common Stock [Member] | Minimum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants and rights outstanding term | 1 year | |||||||
Common Stock [Member] | Maximum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants and rights outstanding term | 5 years | |||||||
Employee [Member] | Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Shares vested grant | 8,402,843 | |||||||
Two Investment Agreements [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Issuance of common stock, net, shares | 39,946 | |||||||
Issuance of common stock, net | $ 81,000 | |||||||
July 2020 Private Placement Agreement [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Issuance of common stock, net | $ 50,000 | |||||||
Units issued during the period for private placement, shares | 217,391 | |||||||
Shares issued price per share | $ 0.23 | |||||||
Warrants and rights outstanding term | 3 years | |||||||
Exercise price of warrant | $ 0.64 | |||||||
November 2020 Private Placement Agreement [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Issuance of common stock, net, shares | 7,206,250 | |||||||
Issuance of common stock, net | $ 2,144,908 | |||||||
Units issued during the period for private placement, shares | 3,603,125 | |||||||
Shares issued price per share | $ 0.64 | |||||||
Warrants and rights outstanding term | 3 years | |||||||
Issuance cost | $ 161,092 | |||||||
Warrants issued during the period | 3,603,125 |
Contingent Liabilities and Co_2
Contingent Liabilities and Commitments (Details Narrative) - 12 months ended Dec. 31, 2021 | USD ($) | ILS (₪) | ILS (₪) |
Loss Contingencies [Line Items] | |||
Line of credit | $ 13,000 | ₪ 40,000 | |
Vehicle leases [Member] | |||
Loss Contingencies [Line Items] | |||
Litigation settlement expense | 17,000 | ₪ 54,157 | |
Incubators Program [Member] | |||
Loss Contingencies [Line Items] | |||
Royalty payable | 356 | ||
Interest payable | $ 29 | ||
Incubators Program [Member] | Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Percentage of royalty | 3.50% | 3.50% | |
Incubators Program [Member] | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Percentage of royalty | 3.00% | 3.00% | |
Incubators Program [Member] | Shareholders [Member] | |||
Loss Contingencies [Line Items] | |||
Percentage of finance | 40.00% | 40.00% | |
Incubators Program [Member] | Israel Innovation Authority [Member] | |||
Loss Contingencies [Line Items] | |||
Percentage of finance | 60.00% | 60.00% |
Schedule of Research and Develo
Schedule of Research and Development Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock based compensation expenses | $ 1,339 | |
Total research and development expenses | 1,419 | 409 |
Research and Development Expense [Member] | ||
Salaries and related expenses | 300 | |
Subcontractors | 747 | 393 |
Materials | 76 | |
Other expenses | 46 | 16 |
Stock based compensation expenses | 250 | |
Total research and development expenses | $ 1,419 | $ 409 |
Schedule of Marketing Expenses
Schedule of Marketing Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock based compensation expenses | $ 1,339 | |
Total marketing expenses | 888 | |
Selling and Marketing Expense [Member] | ||
Salaries and related expenses | 106 | |
Professional expenses | 307 | |
Other expenses | 5 | |
Stock based compensation expenses | 470 | |
Total marketing expenses | $ 888 |
Schedule of General and Adminis
Schedule of General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation | $ 5 | $ 1 |
Stock based compensation expenses | 1,339 | |
Total general and administrative expenses | 1,368 | 321 |
General and Administrative Expense [Member] | ||
Salaries and related expenses | 283 | 15 |
Professional expenses | 341 | 283 |
Rent and Maintenance | 51 | 18 |
Depreciation | 5 | 1 |
Other expenses | 69 | 4 |
Stock based compensation expenses | 619 | |
Total general and administrative expenses | $ 1,368 | $ 321 |
Schedule of Financial Expenses
Schedule of Financial Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | ||
Interest expenses on loans | $ 5 | $ 9 |
Exchange rate loss | 35 | 12 |
Other | 1 | 1 |
Total financial expenses | $ 41 | $ 22 |
Schedule of Calculation of Basi
Schedule of Calculation of Basic and Diluted Losses Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Loss attributable to shareholders ($ in thousands) | $ (3,716) | $ (752) |
Balance at beginning of year | 53,586,023 | 29,688,988 |
Effect of shares issued during the year | 9,524,741 | 343,510 |
Weighted-average shares – basic and dilutive as at end of year | 63,110,764 | 30,032,498 |
Basic and dilutive loss per share ($) | $ (0.06) | $ (0.02) |
Loss per share (Details Narrati
Loss per share (Details Narrative) | 12 Months Ended |
Dec. 31, 2021shares | |
Earnings Per Share [Abstract] | |
Warrants granted | 16,008,567 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Operating loss carry forward | $ 677 | $ 252 |
Research and development costs | 218 | 69 |
Employee benefits | 6 | |
Gross total deferred tax assets | 901 | 321 |
Valuation allowance for deferred tax assets | (901) | (321) |
Net deferred tax assets |
Schedule of Statutory Tax Expen
Schedule of Statutory Tax Expense (Benefit) to Actual Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Tax Disclosure [Abstract] | |||
Loss before taxes as reported in the statements of operations | $ (3,716) | $ (752) | |
Statutory tax rate | 21.00% | 21.00% | |
Theoretical tax benefit on the above amount at the Israeli statutory tax rate | $ (780) | $ (158) | |
Excess tax benefit - share based compensation | 308 | ||
Change in valuation allowance | 580 | 173 | |
Differences in tax rates between statutory tax and income tax of the Subsidiary | [1] | (77) | (15) |
Other | (31) | ||
Actual taxes on income | |||
[1] | The Subsidiary operates in Israel in a tax jurisdiction with corporate tax rate of 23 |
Schedule of the Statutory Tax E
Schedule of the Statutory Tax Expense (benefit) to Actual Tax Expense (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |
Effective income tax rate | 21.00% |
Israel Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Effective income tax rate | 23.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Effective income tax rate | 21.00% | |
Net operating losses carry forward | $ 2,960 | $ 1,096 |
Valuation allowance for deferred tax assets | $ 901 | $ 321 |
Preferred Income [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Effective income tax rate | 7.50% | |
Israel Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Effective income tax rate | 23.00% |
Schedule of Related Parties Bal
Schedule of Related Parties Balances and Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Related Party Transactions [Abstract] | |||
Other receivables | $ 3 | $ 3 | |
Payables | 26 | 46 | |
Accrued expenses | 27 | ||
Payroll and related | 12 | ||
Stockholders’ loans | 177 | 166 | |
Subcontractors and professional expenses (1) | 341 | 93 | |
Salaries and related expenses (2) | [1] | 374 | |
stock based compensation (3) | [2] | 794 | |
Rent and Maintenance (4) | [3] | 51 | 15 |
Interest expenses | $ 5 | $ 9 | |
[1] | During 2021, the Company entered into an employment agreements with one of the Parent Company’s directors and three of its officers. For the year ended December 31 2021, salary and related expenses totaled to US$ 374 | ||
[2] | Following the adoption of the 2020 incentive stock plan (hereinafter the “Plan”) by the Parent Company on December 23, 2020, and the adoption of the sub plan (the “Israeli appendix”) on April 29, 2021, the Parent Company granted to its directors, officers and shareholder 4,423,960 | ||
[3] | On February 2020 the Company entered into an office rental agreement with an entity controlled by two of the Company’s directors, retroactive to January 1, 2020. For the years ended December 31, 2021 and 2020, the Company paid US$ 51 15 |
Schedule of Related Parties B_2
Schedule of Related Parties Balances and Transactions (Details) (Paranthitical) - USD ($) shares in Thousands, $ in Thousands | Apr. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Sub Plan [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Stock Repurchased During Period, Shares | 4,423,960 | ||
Consultant [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Stock Issued During Period, Value, Issued for Services | $ 60 | ||
Office Rental Agreement [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Payments for Rent | 51 | $ 15 | |
Two Directors and Shareholders [Member] | Research and Development Expense [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Due to Related Parties | 227 | $ 93 | |
Non employee directors [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Stock Issued During Period, Value, Issued for Services | 54 | ||
Three Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Salary related expenses | $ 374 |