Cover
Cover - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 13, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56492 | |
Entity Registrant Name | IR-Med, Inc. | |
Entity Central Index Key | 0001839133 | |
Entity Tax Identification Number | 84-4516398 | |
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 | |
Entity Address, Postal Zip Code | 1231400 | |
City Area Code | 972 | |
Local Phone Number | 4-655-5054 | |
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 Common Stock, Shares Outstanding | 70,739,144 | |
Entity Listing, Par Value Per Share | $ 0.001 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 753 | $ 767 |
Accounts receivable | 36 | 81 |
Total current assets | 789 | 848 |
Non- current assets | ||
Long term restricted deposit | 11 | 11 |
Operating right of use asset | 45 | 84 |
Property and equipment, net | 42 | 56 |
Total non-current assets | 98 | 151 |
Total assets | 887 | 999 |
Current liabilities | ||
Trade and other payables | 367 | 473 |
Non-current liabilities | ||
Stockholders’ loans | 157 | 161 |
Total liabilities | 524 | 634 |
Stockholders’ Equity | ||
Common Stock, par value $0.001 per share, 600,000,000 and 250,000,000 shares authorized as of June 30, 2024, and December 31, 2023, respectively. 70,699,144 and 69,931,056 shares issued as of June 30, 2024, and December 31, 2023, respectively. | 70 | 69 |
Additional paid-in capital | 16,155 | 15,135 |
Accumulated deficit | (15,862) | (14,839) |
Total Stockholders’ equity | 363 | 365 |
Total liabilities and stockholders’ equity | $ 887 | $ 999 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 250,000,000 |
Common stock, shares issued | 70,699,144 | 69,931,056 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Research and development expenses | ||||
Expenses incurred | $ 249 | $ 496 | $ 624 | $ 1,101 |
Less- government grants | (155) | (335) | ||
Research and development expenses, net | 94 | 496 | 289 | 1,101 |
Marketing expenses | 28 | 162 | 196 | 334 |
General and administrative expenses | 236 | 442 | 531 | 1,017 |
Total operating loss | 358 | 1,100 | 1,016 | 2,452 |
Financial expenses, net | 8 | 9 | 7 | 7 |
Loss for the period | $ 366 | $ 1,109 | $ 1,023 | $ 2,459 |
Basic loss per common stock | $ (0.01) | $ (0.02) | $ (0.015) | $ (0.04) |
Dilutive loss per common stock | $ (0.01) | $ (0.02) | $ (0.015) | $ (0.04) |
Weighted average number of ordinary shares - basic | 70,281,511 | 69,029,424 | 70,106,284 | 68,919,197 |
Weighted average number of ordinary shares - diluted | 70,281,511 | 69,029,424 | 70,106,284 | 68,919,197 |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance at Dec. 31, 2022 | $ 68 | $ 12,454 | $ (9,930) | $ 2,592 | |
Balance, shares at Dec. 31, 2022 | 68,808,970 | ||||
Private placement of common stock and warrants, | $ 1 | 999 | 1,000 | ||
Private placement of common stock and warrants, net, shares | 1,000,000 | ||||
Stock-based compensation | [1] | 875 | 875 | ||
Stock-based compensation, shares | 20,454 | ||||
Loss for the period | (2,459) | (2,459) | |||
Ending balance, value at Jun. 30, 2023 | $ 69 | 14,328 | (12,389) | 2,008 | |
Balance, shares at Jun. 30, 2023 | 69,829,424 | ||||
Balance at Mar. 31, 2023 | $ 68 | 12,932 | (11,280) | 1,720 | |
Balance, shares at Mar. 31, 2023 | 68,829,424 | ||||
Private placement of common stock and warrants, | $ 1 | 999 | 1,000 | ||
Private placement of common stock and warrants, net, shares | 1,000,000 | ||||
Stock-based compensation | 397 | 397 | |||
Loss for the period | (1,109) | (1,109) | |||
Ending balance, value at Jun. 30, 2023 | $ 69 | 14,328 | (12,389) | 2,008 | |
Balance, shares at Jun. 30, 2023 | 69,829,424 | ||||
Balance at Dec. 31, 2023 | $ 69 | 15,135 | (14,839) | 365 | |
Balance, shares at Dec. 31, 2023 | 69,931,056 | ||||
Private placement of common stock and warrants, | $ 1 | 714 | 715 | ||
Private placement of common stock and warrants, net, shares | 715,000 | ||||
Stock-based compensation | 306 | $ 306 | |||
Stock-based compensation, shares | 53,088 | 53,088 | |||
Loss for the period | (1,023) | $ (1,023) | |||
Ending balance, value at Jun. 30, 2024 | $ 70 | 16,155 | (15,862) | 363 | |
Balance, shares at Jun. 30, 2024 | 70,699,144 | ||||
Balance at Mar. 31, 2024 | $ 69 | 15,341 | (15,496) | (86) | |
Balance, shares at Mar. 31, 2024 | 69,931,056 | ||||
Private placement of common stock and warrants, | $ 1 | 714 | 715 | ||
Private placement of common stock and warrants, net, shares | 715,000 | ||||
Stock-based compensation | 100 | 100 | |||
Stock-based compensation, shares | 53,088 | ||||
Loss for the period | (366) | (366) | |||
Ending balance, value at Jun. 30, 2024 | $ 70 | $ 16,155 | $ (15,862) | $ 363 | |
Balance, shares at Jun. 30, 2024 | 70,699,144 | ||||
[1]Represents an amount less than US$ 1 thousand |
Interim Condensed Consolidate_5
Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities | ||||
Loss for the period | $ (366) | $ (1,109) | $ (1,023) | $ (2,459) |
Adjustments to reconcile loss for the period to net cash used in operating activities: | ||||
Stock based compensation | 100 | 397 | 306 | 875 |
Depreciation | 13 | 13 | ||
Accrued financial income, net | (3) | (11) | ||
Decrease (increase) in accounts receivable | 45 | (44) | ||
Decrease in trade and other payables | (68) | (41) | ||
Net cash used in operating activities | (730) | (1,667) | ||
Cash flows from financing activities | ||||
Proceeds from private placement of common stock and warrants. (see also note 4.3) | 715 | 1,000 | ||
Net cash provided by financing activities | 715 | 1,000 | ||
Effect of exchange rate changes on cash and cash equivalents | 1 | 1 | ||
Net decrease in cash and cash equivalents | (14) | (666) | ||
Cash and cash equivalents as at the beginning of the period | 767 | 3,002 | ||
Cash and cash equivalents as at the end of the period | $ 753 | $ 2,336 | $ 753 | $ 2,336 |
General
General | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General A. Description of Business IR-Med, Inc. (OTC QB: IRME, hereinafter: the “Parent Company”) was incorporated in Nevada in 2007. IR-Med, Inc. was previously named International Display Advertising, Inc. and changed its name to IR-Med, Inc. in January 2021. The registered office of IR-Med, Inc. and the corporate headquarters and research facility of IR. Med, Ltd. (the “Subsidiary”) are located in Rosh Pina, Israel. The Parent Company and the Subsidiary are at times collectively referred to as the “Company”. On April 9, 2024, the Company’s first device, the P ressureSafe PressureSafe PressureSafe PressureSafe. B. Going Concern The Company is starting the preparations for commercial launch of its first device the “PressureSafe” and does not expect to generate significant revenue until such time as the Company shall have completed the design and development of its initial products candidates and initiates market activities for its first commercial product. During the six months ended June 30, 2024, the Company has incurred losses of $ 1,023 thousand and had a negative cash flow from operating activities of $ 730 thousand. The Company’s accumulated deficit as of June 30, 2024 is $ 15,862 thousand. Based on current expected level of operating expenditures, the Company’s cash resources as of June 30, 2024 will not be sufficient for a period of at least 12 months from the issuance of these consolidated financial statements. Management’s plans regarding these matters include continued development and marketing of its products, as well as seeking additional financing arrangements. Although management continues to pursue these plans, in the event financing is not obtained, the Company may pursue cost cutting measures or may be required to delay, reduce the scope of, or eliminate any of its development programs, these events could have a material adverse effect on its business. These factors raise significant doubt about the Company ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. C. Iron Swords War Further to the described in Note 1B to the Annual Report, the Company did not experience significant changes in its activities from the continuation of the war during the reporting period. However, the Company’s management continues to believe that the general conditions have brought further difficulties in management’s efforts to seek additional financing arrangements. The Company assesses, on the basis of the information it has as of the date of the approval of these financial statements, that the current events and the escalation in security in Israel, may have a material effect on its business plans in the short term and may cause delays in the Company’s research and development activities and in its marketing efforts. Since this is an event that is not under the control of the Company and matters such as the continuation of the Iron Swords War may affect the Company’s assessments, as of the reporting date the Company is unable to assess the extent of the effect of the Iron Swords War on its business. |
Interim Unaudited Financial Inf
Interim Unaudited Financial Information | 6 Months Ended |
Jun. 30, 2024 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Unaudited Financial Information | Note 2 - Interim Unaudited Financial Information The accompanying unaudited financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and therefore should be read in conjunction with the Company’s Annual Report on for the year ended December 31, 2023. In the opinion of management, all adjustments considered necessary for a fair statement, consisting of normal recurring adjustments, have been included. Operating results for the three- and six-month periods ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Use of Estimates The preparation of financial statements in conformity with U.S. 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. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 - Significant Accounting Policies These interim unaudited condensed consolidated financial statements have been prepared according to the same accounting policies as those discussed in the Company’s Annual Report for the year ended December 31, 2023. |
Significant Events During the R
Significant Events During the Reporting Period | 6 Months Ended |
Jun. 30, 2024 | |
Significant Events During Reporting Period | |
Significant Events During the Reporting Period | Note 4 – Significant Events During the Reporting Period 1. On January 25, 2024, the Israel Innovation Authority (the “IIA”) approved the Company’s proposed program to develop a device for the early detection of diabetic foot ulcers among diabetic patients, with a project budget of NIS 3,761,978 (approximately $ 1,030,000 ), which includes a grant in an amount equal to 50 % of the total budget provided at the time of the grant, disbursed in installments over the course of 13 months, in accordance with the project’s progress. In consideration for the grant by the IIA, the Subsidiary is required to pay royalties at the rate of 3 %- 5 % from the total sales until the repayment date of the full amount of the grant, plus annual interest at the Secured Overnight Financing Rate (SOFR) rate. In addition, the IIA must approve any arrangement whereby the Company seeks to transfer the technology relating to the project, or its development, from Israel. 2. In 2015, certain of the Company’s stockholders granted loans to the Company to finance its ongoing operation (hereinafter: the “2015 Loans”). These loans bear interest at an annual rate ranging in 2023 and 2022 from 2.90% 2.42% 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$500 thousand and upon such terms and in such installments as shall be determined by the Company’s board of directors In March 2020, the Company and the lender agreed to amend the terms of the 2015 Loan and the repayment date was extended to December 31, 2023. On March 1, 2024, the Company and the lender agreed to extend the repayment date to December 31, 2025. 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 2023 and 2022 from 2.90% 2.42% Under the original loan terms, the aggregate loan amount was 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 extended to December 31, 2023. On March 1, 2024, the Company and the lender agreed to extend the repayment date to December 31, 2025 On March 6, 2018, certain of the Company’s shareholders entered with the Company into a convertible bridge loan agreement (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 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 On March 1, 2024, the Company and the lenders agreed to extend the repayment of the stockholders’ loans date to December 31, 2025. Due to these agreements between the stockholders and the Company regarding the repayment date of the loans, the stockholders’ loans are classified as non-current liabilities. 3. On June 4, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (each an “Investor” and, collectively, the “Investors”), pursuant to which the Company agreed to issue and sell, in a private placement offering (the “Offering”), 715,000 shares of the Company’s common stock at a per share price of $ 1.00 and warrants to purchase up to an additional 1,144,000 shares of common stock (the “Warrants”). The Warrants are exercisable beginning on the six (6) month anniversary of their issuance, have a term of five years from the initial exercise date and entitle the holders to purchase up to 1,144,000 shares of common stock. The Warrants have an exercise price of $ 1.00 per share and contain a one-time dilution protection in the event the Company sells securities at a price less than the then exercise price in effect in a public offering in conjunction with a listing on a national securities exchange. The Offering closed on June 7, 2024, and the Company received aggregate gross proceeds of $ 715,000 |
Stock Options Plan
Stock Options Plan | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options Plan | Note 5 - Stock Options Plan On December 23, 2020, the Company’s board of directors approved, and its shareholders adopted, a share-based compensation plan (“2020 Incentive Stock Plan”) for future grants by the Company to officers, directors, employees and consultants. As of June 30, 2024, the Company awarded to its employees and service providers options to purchase up to 13,712,675 7,567,675 0.32 5,665,000 0.58 480,000 0.01 12,561,666 0.42 one three years three ten years Schedule of Share Based Compensation Options Awarded Weighted average of exercise price Number of options Outstanding as of beginning of year $ 0.42 15,544,175 Cancelled $ 0.48 (1,831,500 ) Outstanding as of June 30 ,2024 $ 0.42 13,712,675 The aforementioned grants were approved following the adoption of the 2020 incentive stock plan and the adoption of the sub plan (the “Israeli appendix”) on April 29, 2021. In addition, during the six months ended June 30, 2024, the Company issued 53,088 The Company recorded in the statement of operations a non-cash expense of $ 306 875 Note 5 - Stock options plan (Cont’d) The stock-based compensation expenses for the three and six months ended June 30, 2024 and 2023 were recognized in the statements of operations as follows; Schedule of Stock-Based Compensation Expenses June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 For the three-month period ended For the six-month period ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 US Dollars (In thousands) Research and development expenses 17 38 40 83 Marketing expenses 29 154 191 313 General and administrative expenses 54 205 75 479 Total stock-based compensation 100 397 306 875 The following table sets forth information about the weighted-average fair value of options granted to employees and service providers during the six months period ended June 30, 2024 and 2023, 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 six-month period ended June 30, 2024 June 30, 2023 Dividend yields (see (I) below) 0.0 % 0.0 % Share price (in U.S. dollar) (see (II) below) 0.53 0.64 0.53 Expected volatility (see (III) below) 116. 84 114.29 95.37 Risk-free interest rates (see (IV) below) 3.61 4.39 3.61 4 Expected life (in years) (see (V) below) 1.5 14.79 1.5 14.79 I. The Company used 0 II. The Company’s common stock is quoted on the OTCQB. However, the Company considers its share price as it is traded on OTCQB to not be an appropriate representation of fair value, since it is not traded on an active market. The Company determined that the market is inactive due to low level of activity of the 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 Company’s common stock has been determined based on private placement equity offerings conducted in April 2021, July 2022 and June 2023 consisting of units comprised of shares of common stock and warrants, at a per unit purchase price of $ 0.64 0.88 1.00 III. 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 Company 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. IV. The Company 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. V. The expected life of the granted options was determined based on the estimated behavior of the grantees; since most of the grantees are executives, the Company assumed that the large majority of the options will be exercised prior to their expiration. |
Contingent Liabilities and Comm
Contingent Liabilities and Commitments | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liabilities and Commitments | Note 6 - Contingent Liabilities and Commitments On May 29, 2023, a lawsuit was filed against the Company, the Subsidiary and Mr. Aharon Klein, a Company Director and the Company’s Chief Technology Officer in the Tel Aviv District Court of Israel, by an individual (the “Plaintiff”) who provided, on part time basis, certain consulting services to the Subsidiary between October 2015 and October 2016, before the acquisition of the Subsidiary by the Company. The suit alleges breach of contract by the defendants based on non-payment of amounts purportedly owed to the Plaintiff in respect of the services rendered, including the market value of the Company’s common stock that the Plaintiff alleges should have been issued to him in respect of services. The suit seeks declaratory judgment that the defendants breached certain agreements with the Plaintiff and claimed damages in the aggregate amount of approximately $ 2.1 The Company records a provision in its financial statements to the extent that it concludes that a contingent liability is probable, and the amount thereof is reasonably estimable. Based upon the status of the case described above, management’s assessments of the likelihood of damages, and the advice of counsel, no provisions have been made regarding the matter disclosed in this note. Litigation outcomes and contingencies are unpredictable, and excessive verdicts can occur. Accordingly, management’s assessments involve complex judgments about future events and often rely heavily on estimates and assumptions. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7 - Subsequent Events On July 4, 2024, the Company entered into a securities purchase agreement with a certain investor (the “Investor”), pursuant to which it agreed to issue and sell, in a private placement offering 40,000 1.00 64,000 40,000 On July 7, 2024, the Company entered into an Amendment to the Consulting Agreement with Mr. Aharon Klein, its Interim Chief Executive Officer and Chief Technology Officer and (the “Klein Amendment”). The Klein Amendment amends the original consulting agreement executed by and between the Company and Mr. Klein, dated October 1, 2019, as amended on December 24, 2020. Effective June 1, 2024, the Klein Amendment provides for a monthly compensation in the amount of NIS 30,000 5,000 On July 7, 2024, the Company entered into an Amendment to the Consulting Agreement with Dr. Yaniv Cohen, Chief Scientific Officer of the Company (the “Cohen Amendment”). The Cohen Amendment amends the original consulting agreement executed by and between the Company and Dr. Cohen, dated November 1, 2019, and provides for monthly consideration of NIS 15,000 |
Stock Options Plan (Tables)
Stock Options Plan (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share Based Compensation Options Awarded | Schedule of Share Based Compensation Options Awarded Weighted average of exercise price Number of options Outstanding as of beginning of year $ 0.42 15,544,175 Cancelled $ 0.48 (1,831,500 ) Outstanding as of June 30 ,2024 $ 0.42 13,712,675 |
Schedule of Stock-Based Compensation Expenses | The stock-based compensation expenses for the three and six months ended June 30, 2024 and 2023 were recognized in the statements of operations as follows; Schedule of Stock-Based Compensation Expenses June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 For the three-month period ended For the six-month period ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 US Dollars (In thousands) Research and development expenses 17 38 40 83 Marketing expenses 29 154 191 313 General and administrative expenses 54 205 75 479 Total stock-based compensation 100 397 306 875 |
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 six months period ended June 30, 2024 and 2023, 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 six-month period ended June 30, 2024 June 30, 2023 Dividend yields (see (I) below) 0.0 % 0.0 % Share price (in U.S. dollar) (see (II) below) 0.53 0.64 0.53 Expected volatility (see (III) below) 116. 84 114.29 95.37 Risk-free interest rates (see (IV) below) 3.61 4.39 3.61 4 Expected life (in years) (see (V) below) 1.5 14.79 1.5 14.79 I. The Company used 0 II. The Company’s common stock is quoted on the OTCQB. However, the Company considers its share price as it is traded on OTCQB to not be an appropriate representation of fair value, since it is not traded on an active market. The Company determined that the market is inactive due to low level of activity of the 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 Company’s common stock has been determined based on private placement equity offerings conducted in April 2021, July 2022 and June 2023 consisting of units comprised of shares of common stock and warrants, at a per unit purchase price of $ 0.64 0.88 1.00 III. 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 Company 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. IV. The Company 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. V. The expected life of the granted options was determined based on the estimated behavior of the grantees; since most of the grantees are executives, the Company assumed that the large majority of the options will be exercised prior to their expiration. |
General (Details Narrative)
General (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net Income (Loss) Attributable to Parent | $ 366 | $ 1,109 | $ 1,023 | $ 2,459 | |
Net Cash Provided by (Used in) Operating Activities | 730 | $ 1,667 | |||
Retained Earnings (Accumulated Deficit) | $ 15,862 | $ 15,862 | $ 14,839 |
Significant Events During the_2
Significant Events During the Reporting Period (Details Narrative) $ / shares in Units, ₪ in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jun. 04, 2024 $ / shares shares | Jan. 25, 2024 USD ($) | Mar. 06, 2018 | Mar. 31, 2020 | Jun. 30, 2024 shares | Jun. 30, 2023 $ / shares shares | Jun. 30, 2024 shares | Jun. 30, 2023 $ / shares shares | Dec. 31, 2023 | Jun. 07, 2024 USD ($) | Jan. 25, 2024 ILS (₪) | Dec. 31, 2022 | Jul. 31, 2022 $ / shares | Apr. 30, 2021 $ / shares | |
[custom:PatientBudget-0] | $ 1,030,000 | ₪ 3,761,978 | ||||||||||||
[custom:GrantTotalBudgetDisbursedInstallment] | 50% | |||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 1 | $ 1 | $ 0.88 | $ 0.64 | ||||||||||
Aggregate gross proceeds | $ | $ 715,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Stock Issued During Period, Shares, Other | 715,000 | 1,000,000 | 715,000 | 1,000,000 | ||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 1 | |||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||
Stock Issued During Period, Shares, Other | 715,000 | |||||||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||||||||
Stock Issued During Period, Shares, Other | 1,144,000 | |||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1 | |||||||||||||
2015 Loans [Member] | ||||||||||||||
Debt instrument interest rate | 2.90% | 2.42% | ||||||||||||
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$500 thousand and upon such terms and in such installments as shall be determined by the Company’s board of directors | |||||||||||||
2017 loans [Member] | ||||||||||||||
Debt instrument interest rate | 2.90% | 2.42% | ||||||||||||
Terms of agreement description | Under the original loan terms, the aggregate loan amount was repayable by the Company upon the closing of an investment in the Company with proceeds greater than US$500 thousand | |||||||||||||
Debt instrument maturity date | Dec. 31, 2025 | |||||||||||||
2018 CLA [Member] | ||||||||||||||
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 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 | |||||||||||||
Minimum [Member] | ||||||||||||||
[custom:PrepaidRoyaltiesPercentage-0] | 3% | 3% | ||||||||||||
Maximum [Member] | ||||||||||||||
[custom:PrepaidRoyaltiesPercentage-0] | 5% | 5% | ||||||||||||
Maximum [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||||||||
Stock Issued During Period, Shares, Other | 1,144,000 |
Schedule of Share Based Compens
Schedule of Share Based Compensation Options Awarded (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Weighted average of exercise price, outstanding as of beginning of year | $ / shares | $ 0.42 |
Number of options, outstanding as of beginning of year | shares | 15,544,175 |
Weighted average of exercise price, cancelled | $ / shares | $ 0.48 |
Number of options, cancelled | shares | (1,831,500) |
Number of options, outstanding as of end of year | $ / shares | $ 0.42 |
Number of options, outstanding as of end of year | shares | 13,712,675 |
Schedule of Stock-Based Compens
Schedule of Stock-Based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 100 | $ 397 | $ 306 | $ 875 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 17 | 38 | 40 | 83 |
Selling and Marketing Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 29 | 154 | 191 | 313 |
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 54 | $ 205 | $ 75 | $ 479 |
Schedule of Stock Options, Valu
Schedule of Stock Options, Valuation Assumptions (Details) - $ / shares | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Dividend yields | [1] | 0% | 0% | |
Share price | $ 0.42 | $ 0.53 | [2] | |
Expected volatility maximum | [3] | 116% | 114.29% | |
Expected volatility minimum | [3] | 84% | 95.37% | |
Risk free interest rate minimum | [4] | 3.61% | 3.61% | |
Risk free interest rate maximum | [4] | 4.39% | 4% | |
Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share price | [2] | $ 0.53 | ||
Expected life (in years) | [5] | 1 year 6 months | 1 year 6 months | |
Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share price | [2] | $ 0.64 | ||
Expected life (in years) | [5] | 14 years 9 months 14 days | 14 years 9 months 14 days | |
[1]The Company used 0 0.64 0.88 1.00 |
Schedule of Stock Options, Va_2
Schedule of Stock Options, Valuation Assumptions (Details) (Parenthetical) - $ / shares | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jul. 31, 2022 | Apr. 30, 2021 | ||
Share-Based Payment Arrangement [Abstract] | |||||
Dividend rate | [1] | 0% | 0% | ||
Shares issued, price per share | $ 1 | $ 0.88 | $ 0.64 | ||
[1]The Company used 0 |
Stock Options Plan (Details Nar
Stock Options Plan (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jul. 04, 2024 | Jul. 31, 2022 | Apr. 30, 2021 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Purchase plans employees | 12,561,666 | |||||||||
Shares issued price per share | $ 1 | $ 1 | $ 0.88 | $ 0.64 | ||||||
Share price | $ 0.42 | $ 0.53 | [1] | $ 0.42 | $ 0.53 | [1] | ||||
Common stock issued to service providers and consultants | 53,088 | |||||||||
Share based compensation | $ 100 | $ 397 | $ 306 | $ 875 | ||||||
Minimum [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Share price | [1] | $ 0.53 | $ 0.53 | |||||||
Vesting period | 1 year | |||||||||
Options exercisable period | 3 years | |||||||||
Maximum [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Share price | [1] | 0.64 | $ 0.64 | |||||||
Vesting period | 3 years | |||||||||
Options exercisable period | 10 years | |||||||||
Employee Stock Option One [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Stock issued during period shares issued for services | 7,567,675 | |||||||||
Shares issued price per share | 0.32 | $ 0.32 | ||||||||
Employee Stock Option Two [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Stock issued during period shares issued for services | 5,665,000 | |||||||||
Shares issued price per share | 0.58 | $ 0.58 | ||||||||
Employee Stock Option Three [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Stock issued during period shares issued for services | 480,000 | |||||||||
Shares issued price per share | $ 0.01 | $ 0.01 | ||||||||
Common Stock [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Purchase plans employees | 13,712,675 | |||||||||
Share price | $ 1 | |||||||||
Common stock issued to service providers and consultants | 53,088 | 53,088 | 20,454 | |||||||
[1]The Company’s common stock is quoted on the OTCQB. However, the Company considers its share price as it is traded on OTCQB to not be an appropriate representation of fair value, since it is not traded on an active market. The Company determined that the market is inactive due to low level of activity of the 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 Company’s common stock has been determined based on private placement equity offerings conducted in April 2021, July 2022 and June 2023 consisting of units comprised of shares of common stock and warrants, at a per unit purchase price of $ 0.64 0.88 1.00 |
Contingent Liabilities and Co_2
Contingent Liabilities and Commitments (Details Narrative) $ in Millions | May 29, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Aggregate amount of damages claimed | $ 2.1 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 6 Months Ended | ||||
Jul. 04, 2024 USD ($) $ / shares shares | Jun. 01, 2024 ILS (₪) | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) $ / shares | ||
Subsequent Event [Line Items] | |||||
Share price | $ / shares | $ 0.42 | $ 0.53 | [1] | ||
Proceeds from issuance of private placement | $ | $ 715,000 | $ 1,000,000 | |||
Compensation amount | ₪ 5,000 | ||||
Mr Aharon Klein [Member] | |||||
Subsequent Event [Line Items] | |||||
Salary and wage, officer, excluding cost of good and service sold | 30,000 | ||||
Dr Yaniv Cohen [Member] | |||||
Subsequent Event [Line Items] | |||||
Salary and wage, officer, excluding cost of good and service sold | ₪ 15,000 | ||||
Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Share price | $ / shares | $ 1 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrant purchase | shares | 64,000 | ||||
Subsequent Event [Member] | Purchase Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from issuance of private placement | $ | $ 40,000 | ||||
Subsequent Event [Member] | Private Placement [Member] | |||||
Subsequent Event [Line Items] | |||||
Sale of stock, number of shares issued in transaction | shares | 40,000 | ||||
[1]The Company’s common stock is quoted on the OTCQB. However, the Company considers its share price as it is traded on OTCQB to not be an appropriate representation of fair value, since it is not traded on an active market. The Company determined that the market is inactive due to low level of activity of the 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 Company’s common stock has been determined based on private placement equity offerings conducted in April 2021, July 2022 and June 2023 consisting of units comprised of shares of common stock and warrants, at a per unit purchase price of $ 0.64 0.88 1.00 |