Nuvectis Pharma (NVCT) 10-K 8 Mar 23 2022 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Mar. 01, 2023	Dec. 30, 2022
Document and Entity Information [Abstract]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Entity File Number	001-41264
Entity Registrant Name	NUVECTIS PHARMA, INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2405608
Entity Address, Address Line One	1 Bridge Plaza
Entity Address, Address Line Two	Suite 275
Entity Address, City or Town	Fort Lee
Entity Address State Or Province	NJ
Entity Address, Postal Zip Code	07024
City Area Code	201
Local Phone Number	614-3150
Title of 12(b) Security	Common Stock, par value $0.00001 per
Trading Symbol	NVCT
Security Exchange Name	NASDAQ
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
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 64
Entity Common Stock, Shares Outstanding		14,752,403
Entity Central Index Key	0001875558
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	PricewaterhouseCoopers International Limited
Auditor Location	Tel-Aviv, Israel
Auditor Firm ID	1309

BALANCE SHEETS

BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 19,993	$ 5,742
Other current assets	412	91
TOTAL CURRENT ASSETS	20,405	5,833
Deferred offering costs		824
TOTAL ASSETS	20,405	6,657
Liabilities, Redeemable Convertible Preferred Shares and Stockholders' Equity (Deficit)
Accounts payables	2,910	1,058
Payable offering costs	450	824
Accrued liabilities	445	395
Employee compensation and benefits	2,381	142
TOTAL CURRENT LIABILITIES	6,186	2,419
TOTAL LIABILITIES	6,186	2,419
COMMITMENTS AND CONTINGENCIES, see Note 3
REDEEMABLE CONVERTIBLE PREFERRED SHARES:
Convertible preferred A stock, $0.00001 par value - Zero and 6,630,000 shares authorized as of December 31, 2022 and December 31, 2021, respectively. As of December 31, 2022 all issued and outstanding preferred A stock was converted to common stock. As of December 31, 2021, 5,012,280 preferred A stock shares were issued and outstanding.		15,246
STOCKHOLDERS' EQUITY (DEFICIT), see Note 4:
Additional paid in capital	46,204	1,892
Accumulated deficit	(31,985)	(12,900)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	14,219	(11,008)
TOTAL LIABILITIES, REDEEMABLE COVERTIBLE PREFERRED SHARES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 20,405	6,657
Convertible Preferred Stock [Member]
REDEEMABLE CONVERTIBLE PREFERRED SHARES:
Convertible preferred A stock, $0.00001 par value - Zero and 6,630,000 shares authorized as of December 31, 2022 and December 31, 2021, respectively. As of December 31, 2022 all issued and outstanding preferred A stock was converted to common stock. As of December 31, 2021, 5,012,280 preferred A stock shares were issued and outstanding.		$ 15,246

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Common shares, par value, (per share)	$ 0.00001	$ 0.00001
Common shares, shares authorized	60,000,000	12,870,000
Common shares, shares issued	14,642,483	4,505,514
Common shares, shares outstanding	14,642,483	4,505,514
Convertible preferred stock A
Temporary equity, par value, (per share)	$ 0.00001	$ 0.00001
Temporary equity, shares authorized	0	6,630,000
Temporary equity, shares issued		5,012,280
Temporary equity, shares outstanding	0	5,012,280

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
OPERATING EXPENSES:
Research and development	$ 13,227	$ 9,545
General and administrative	6,007	3,349
OPERATING LOSS	(19,234)	(12,894)
Finance Income	149	4
NET LOSS	(19,085)	(12,890)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ (19,085)	$ (12,890)
BASIC NET LOSS PER COMMON SHARE OUTSTANDING	$ (1.51)	$ (3.02)
DILUTED NET LOSS PER COMMON SHARE OUTSTANDING	$ (1.51)	$ (3.02)
Basic weighted average number of common shares outstanding	12,657,651	4,268,285
Diluted weighted average number of common shares outstanding	12,657,651	4,268,285

STATEMENTS OF CHANGES IN REDEEM

STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Convertible preferred stock A	Common Stock $0.00001 Par Value	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020				$ (10)	$ (10)
Balance at the beginning (in shares) at Dec. 31, 2020		3,900,000
CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Series A Preferred shares	$ 15,246
Series A Preferred shares (shares)	5,012,280
Share based payments			$ 1,892		1,892
Share based payments (shares)		605,514
Net loss for the period				(12,890)	(12,890)
Temporary equity, ending balance at Dec. 31, 2021	$ 15,246				15,246
Temporary equity, ending balance (in shares) at Dec. 31, 2021	5,012,280
Balance at the end at Dec. 31, 2021			1,892	(12,900)	(11,008)
Balance at the end (in shares) at Dec. 31, 2021		4,505,514
CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Conversion of Series A redeemable convertible preferred shares	$ (15,246)		15,246		15,246
Conversion of Series A redeemable convertible preferred shares (in shares)	(5,012,280)	5,012,280
Issuance of common stock upon initial public offering, net of offering costs of $2,892			13,108		13,108
Issuance of common stock upon initial public offering, net of offering costs of $2,892 (in Shares)		3,200,000
Issuance of common stock, unexercised prefunded warrants and warrants in private placement, net of offering costs of $1,687			14,251		14,251
Issuance of common stock, unexercised prefunded warrants and warrants in private placement, net of offering costs of $1,687 (shares)		1,015,598
Exercise of prefunded warrants (shares)		909,091
Share based payments			1,707		1,707
Net loss for the period				(19,085)	(19,085)
Temporary equity, ending balance (in shares) at Dec. 31, 2022	0
Balance at the end at Dec. 31, 2022			$ 46,204	$ (31,985)	$ 14,219
Balance at the end (in shares) at Dec. 31, 2022		14,642,483

STATEMENTS OF CHANGES IN REDE_2

STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Initial Public Offering
Offering Costs	$ 2,892
Private Placement
Offering Costs	$ 1,627

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (19,085)	$ (12,890)
Adjustments to reconcile loss to net cash used in operating activities:
Cost of share-based payments	1,707	1,892
Changes in operating assets and liabilities:
Increase in other current assets	(321)	(91)
Increase in accounts payable and accrued liabilities	4,140	1,585
Net cash used in operating activities	(13,559)	(9,504)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of redeemable convertible preferred shares		15,246
Proceeds from issuance of common stock upon initial public offering	16,000
Proceeds from issuance of common stock and pre-funded warrants in private placement	15,879
Net cash provided by financing activities	27,810	15,246
INCREASE IN CASH AND CASH EQUIVALENTS	14,251	5,742
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	5,742
CASH AND CASH EQUIVALENTS AT END OF PERIOD	19,993	5,742
Supplemental noncash disclosure of investing and financing activities:
Unpaid deferred offering costs	450	$ 824
Initial Public Offering
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance costs	(2,551)
Private Placement
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance costs	$ (1,518)

GENERAL

GENERAL	12 Months Ended
	Dec. 31, 2022
GENERAL
GENERAL	NOTE 1 – GENERAL: a. Nuvectis Pharma Inc. (formerly Centry Pharma Inc.) (the “Company”) was incorporated under the laws of the State of Delaware on July 27, 2020 and commenced its principal operations in May 2021. The Company’s principal executive offices are located at Fort Lee in the state of New Jersey. The Company is a biopharmaceutical company focused on the development of novel targeted small molecule therapeutics for the treatment of cancer in genetically defined patient populations. The Company’s precision medicine approach translates key scientific insights relating to the oncogenic drivers and pathway addiction of cancer into potential potent and highly selective anticancer drugs. b. In May 2021, the Company entered into a worldwide, exclusive license agreement with the CRT Pioneer Fund (“CRT”) (see note 5a). c. In May 2021, the Company’s board of directors approved and declared a 100 39 d. In August 2021, the Company entered into a worldwide, exclusive license agreement with the University of Edinburgh, Scotland for the Company’s second drug candidate (see note 5a). e. Initial Public Offering On February 8, 2022, the Company completed an initial public offering (“IPO”) in which it sold 3,200,000 shares of common stock at $5.00 per share and received net proceeds of $13.6 million, after underwriting discounts and commissions, of $1.1 million and expenses of $1.8 million. In connection with the closing of the IPO, 5,012,280 shares of Series A redeemable convertible preferred stock, automatically converted into an equal number of shares of common stock. The Company’s shares began trading on the NASDAQ under symbol “NVCT” (see note 2r and 6b) f. Liquidity The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred net operating losses since its inception and had an accumulated deficit of $32 million as of December 31, 2022. The Company had cash and cash equivalents of $20 million as of December 31, 2022 and has not generated positive cash flows from operations. To date, the Company has been able to fund its operations primarily through the issuance and sale of common stock and redeemable convertible preferred shares. On July 29, 2022, the Company completed a private placement in which it received approximately $14.3 million in net proceeds, after deducting placement agent fees and other offering expenses (see Note 6c). Based on management’s cash flow projections, the Company believes that the Company’s currently available cash and cash equivalents as of December 31, 2022 is sufficient to fund the Company’s planned operations for a period greater than 12 months from the issuance of these financial statements. The Company will need to raise additional capital in order to complete the clinical trials aimed at developing the product candidates until obtaining its regulation and marketing approvals. There can be no assurances that the Company will be able to secure such additional financing if at all, or at terms that are satisfactory to the Company, and that it will be sufficient to meet its needs. In the event the Company is not successful in obtaining sufficient funding, this could force the Company to delay, limit, or reduce our products’ development, clinical trials, commercialization efforts or other operations, or even close down or liquidate. g. Coronavirus Pandemic The uncertainty to which the COVID-19 pandemic impacts the Company’s business, affects management’s judgment and assumptions relating to accounting estimates in a variety of areas that depend on these estimates and assumptions. Management believes this uncertainty is immaterial to the business. ​

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES: a. Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and stated in U.S. dollars. The significant accounting policies used in the preparation of the financial statements are as follows: b. Segment Reporting The Company has one operating segment. An operating segment is defined as a component that engages in business activities whose operating results are reviewed by the chief operating decision maker for the purpose of assessing performance and allocating resources and for which discrete financial information is available. c. Use of Estimates in the Preparation of Financial Statements The preparation of the Company’s financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses in the Company’s financial statements and accompanying notes. The most significant estimates in the Company’s financial statements relate to accruals for research and development expenses, valuation of equity awards, and valuation allowances for deferred tax assets. These estimates and assumptions are based on current facts, future expectations, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. d. Functional and Presentation Currency The U.S. dollar (“dollar”) is the currency of the primary economic environment in which the operations of the Company are conducted and expects to continue to operate in the foreseeable future. Accordingly, the functional currency of the Company is the dollar. e. Functional and Presentation Currency Adjustments arising from foreign currency transactions between the purchase and the settlement dates are reflected in the statements of operations as a component of financial income (expense). For non-dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions — exchange rates at transaction dates or average rates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation) — historical exchange rates. The Company did not recognize net foreign currency transaction gains or losses in the years ended December 31, 2022 and December 31, 2021. f. Cash and Cash Equivalents The Company considers as cash equivalents all highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use, with maturities of three months or less at the date acquired. g. Concentrations of Credit Risk The Company is subject to credit risk from holding its cash and cash equivalents at one commercial bank. The Company limits its exposure to credit losses by investing in money market accounts which are included in cash and cash equivalents through a U.S. bank with high credit ratings. Cash may consist of deposits held with banks that may at times exceed federally insured limits, however, exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the balance sheets. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. h. Leases In accordance with Accounting Standards Codification (“ASC”) 842, Leases, the Company defines a short-term lease if a lease has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. At the inception of the lease and as of December 31, 2022, the Company determined all leases were classified as short-term. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term in general and administrative. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The operating lease costs for 2022 and 2021 were $13 thousand and $11 thousand, respectively. i. Research and Development Expenses Research and development expenses include costs directly attributable to the conduct of research and development programs, including licensing fees, cost of salaries, share-based compensation expenses, payroll taxes and other employee benefits, subcontractors, materials used for research and development activities, and professional services. All costs associated with research and development are expensed as incurred. j. General and Administrative General and administrative expenses consist primarily of personnel-related expenses, including employee salaries, bonuses, benefits, and share-based compensation, and recruiting costs for personnel in executive, finance, and other administrative functions. Other significant general and administrative expenses include legal fees relating to intellectual property and corporate matters, professional fees for accounting, tax and consulting services, insurance costs, and travel expenses. General and administrative costs are expensed as incurred. k. Loss Contingencies Certain conditions may exist as of the date of the financial statements, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. Management applies the guidance in ASC 450-20-25 when assessing losses resulting from contingencies. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is recorded as accrued expenses in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material are disclosed. As of December 31, 2022, and December 31, 2021, no contingent liabilities have been recognized. l. Share-Based Compensation The Company accounts for employees’, directors’ and service providers’ share-based payment awards classified as equity awards using the grant-date fair value method. The fair value of share-based payment transactions is recognized as an expense over the requisite service period. The equity awards could come in the form of options, warrants and RSUs. The Company elected to recognize compensation costs for awards using the accelerated method based on the multiple-option award approach. The Company has elected to recognize forfeitures as they occur. For stock options containing a market condition, the market conditions are required to be considered when calculating the grant date fair value. ASC 718 requires selection of a valuation technique that best fits the circumstances of an award. (see note 7). In order to reflect the substantive characteristics of the market condition option award, a Monte Carlo simulation valuation model was used to calculate the grant date fair value of such stock options. Expense for the market condition stock options is recognized over the derived service period as determined through the Monte Carlo simulation model. m. Comprehensive Loss Comprehensive loss includes no items other than net loss. n. Income Taxes 1) Deferred taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (hereafter – “ASC 740”). ASC 740 prescribes that Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is recognized to the extent that it is more likely than not that the deferred taxes will not be realized in the foreseeable future. Given the Company’s losses, the Company concluded it is more likely than not the deferred tax assets will not be realized and has provided a full valuation allowance with respect to its deferred tax assets. 2) Uncertainty in income taxes The Company accounts for uncertain tax positions in accordance with ASC 740-10. The Company follows a two-step approach in recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates that it is more likely than not that the position will be sustained based on technical merits. If this threshold is met, the second step is to measure the tax position as the largest amount that has more than a 50% likelihood of being realized upon ultimate settlement. The Company does not have any provision for uncertain tax positions. o. Net Loss Per Share The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of ordinary shares are anti-dilutive. The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to ordinary shareholders for the period to be allocated between ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considered its redeemable convertible preferred shares to be participating securities as the holders of the redeemable convertible preferred shares would be entitled to dividends that would be distributed to the holders of ordinary shares on a pro-rata basis assuming conversion of all redeemable convertible preferred shares into ordinary shares. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the periods presented was not allocated to the Company’s preferred shares. ​ The following potentially dilutive securities were excluded from the calculation of diluted net loss per Ordinary Share because their effect would have been anti-dilutive for the years presented: ​ ​ ​ ​ ​ ​ For the year ended For the year ended ​ ​ December 31, ​ December 31, ​ ​ 2022 ​ 2021 Common shares issuable in relation to: Warrants* 344,894 81,003 Options* 311,590 226,590 RSU* 548,237 241,137 Redeemable convertible preferred shares — 5,012,280 *- Adjusted to reflect stock splits, see note 6a. p. Fair Value Measurement The Company follows authoritative accounting guidance, which among other things, defines fair value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (at exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The three levels of inputs that may be used to measure fair value include: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. The Company’s Level 1 assets consist of money market funds. Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. The money market accounts included in cash and cash equivalents are considered Level 1. During the years ended December 31, 2022 and 2021, respectively, there were no transfers between fair value measure levels. The Company had no financial assets and liabilities measured at fair value as of December 31, 2022 and 2021, respectively. Other financial instruments consist mainly of cash and cash equivalents, other current assets, accounts payable and accrued liabilities. The fair value of these financial instruments approximates their carrying values. q. Deferred Offering Costs Deferred offering costs consist of legal and other costs incurred in connection with the formation and preparation for the Initial Public Offering (“IPO”) or the Private Investment in Public Entity (“PIPE”). These costs, along with underwriting fees were charged to additional paid-in capital upon the completion of the IPO or PIPE. The deferred offering costs were offset against the proceeds received upon the completion of the IPO or PIPE. Deferred offering costs are recorded under other non-current assets on the accompanying balance sheets. r. Redeemable Convertible Preferred Shares When the Company issues convertible preferred shares, it considers the provisions of ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) in order to determine whether the preferred share should be classified as a liability. If the instrument is not within the scope of ASC 480, the Company further analyzes the instrument’s characteristics in order to determine whether it should be classified within temporary equity (mezzanine) or within permanent equity in accordance with the provisions of ASC 480-10-S99. The Company’s redeemable convertible preferred shares are not mandatorily or currently redeemable. However, they include a liquidation or deemed liquidation events that would constitute a redemption event that is outside of the Company’s control. As such, all shares of redeemable preferred shares have been presented outside of permanent equity. Upon the consummation of the IPO, all of the Company's preferred stocks were converted into common stock and reclassified from temporary equity, into permanent equity. s. Warrants The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, (“ASC 480-10”), and then in accordance with ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC 815-40”). Under ASC 480-10, warrants are considered liability-classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or must or may require settlement by issuing variable number of shares. If the warrants do not meet liability classification under ASC 480-10, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP. After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity. Liability-classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded as a component of other income (expense), net in the statements of operations. Equity-classified warrants are accounted for at consideration received on the issuance date with no changes in fair value recognized after the issuance date. As of December 31, 2022, all of the Company’s outstanding warrants are equity-classified warrants. See Note 6d. t. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 “Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments.” This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance will be effective for Emerging Growth Companies (EGCs, as defined by the SEC) for the fiscal year beginning on January 1, 2023, including interim periods within that year. No significant impact on the Company’s financial statements. In August 2020, the FASB issued Accounting Standard Update No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This guidance is effective for public business entities except for smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method, and such adoption did not impact the Company’s financial position, results of operations, cash flows or net loss per share. u. Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

RESEARCH AND DEVELOPMENT EXPENS

RESEARCH AND DEVELOPMENT EXPENSES	12 Months Ended
	Dec. 31, 2022
RESEARCH AND DEVELOPMENT EXPENSES
RESEARCH AND DEVELOPMENT EXPENSES	NOTE 3 – RESEARCH AND DEVELOPMENT EXPENSES: Research and development expenses consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ For the year ended ​ ​ December 31, ​ December 31, ​ ​ 2022 ​ 2021 Employee compensation and benefits 4,648 1,164 Clinical expense 3,714 670 License fee 2,297 7,111 Manufacturing 2,170 424 Professional services and other 398 176 Total research and development expenses 13,227 9,545 ​

GENERAL AND ADMINISTRATIVE EXPE

GENERAL AND ADMINISTRATIVE EXPENSES	12 Months Ended
	Dec. 31, 2022
GENERAL AND ADMINISTRATIVE EXPENSES
GENERAL AND ADMINISTRATIVE EXPENSES	NOTE 4 – GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ For the year ended ​ ​ December 31, ​ December 31, ​ ​ 2022 ​ 2021 Professional and consulting services 2,381 2,574 Employee compensation and benefits 1,756 414 Insurance ​ 1,183 ​ — Other 687 361 Total general and administrative expenses 6,007 3,349 ​

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES	NOTE 5 – COMMITMENTS AND CONTINGENCIES: a. License agreement CRT Pioneer Fund License Agreement In May 2021, the Company entered into a worldwide, exclusive license agreement with the CRT Pioneer Fund for CP800 and any of its derivatives, (collectively, the “CP800 Program”). CP800 is a small molecule drug candidate that the Company believes can be applied to a broad range of cancers. Prior to licensing by the Company, CRT was the commercial owner of the CP800 Program, which it acquired from the Institute of Cancer Research in London, UK (“ICR”). The ICR is a world-renowned research institute focused on the discovery and preclinical development of cancer therapeutics pursuant to the license agreement, the Company has an obligation to pay success-based milestones and royalties to CRT, as follows: 1) pre-approval milestone payments of up to approximately $26.5 million including an upfront nonrefundable payment of $3.5 million and $1.0 million in patient recruitment milestones which has already been paid; 2) regulatory approval and commercial sales milestones of up $178 million (in addition to the above $26.5 million); and 3) mid-single digit to 10% royalties on a tiered basis on net sales. In addition, in connection with the licensing agreement, the Company will provide ICR with up to an additional $500,000 in research and development support over the next 18 months to conduct additional scientific research and preclinical testing for certain indications that the Company selects in connection with the CP800 Program. According to the license agreement the Company has also exclusive license to intellectual property rights developed in the collaboration, to research, develop and commercialize products resulting from the collaboration. On March 31, 2022, the Company and ICR revised the agreement for research and development support to a total of $865,000 (to allow for additional research activities). $0.3 million and zero of expense of the research and development support was recognized during the year ended December 31, 2022 and 2021, respectively. The expense from the revised agreement will be recognized over eighteen months beginning at the date of the revised agreement. As of December 31, 2022, there are nine months remaining for this expense to be recognized. License Term The license will remain in effect in each territory subject to the license and will continue until the Company’s obligation to pay royalties in such territory has expired. The royalty term for each licensed product in each country commences with the first commercial sale of the applicable licensed product in the applicable country and ends on the expiration of the last to expire of any patent specified by the license (with the key composition of matters patent expiring October 2034) or the expiration of any extended exclusivity period in the relevant country. CRT may earlier terminate the license if the Company, or any of our affiliates or sub-licensees, challenge or seek to challenge the validity of any of the licensed patents or upon a change of control in which the Company becomes controlled by a Tobacco Party, as such term is defined in the license. Either party may terminate the license upon material breach by the other party, and upon the appointment of a receiver or upon a winding-up order or similar or equivalent action. For the year ended December 31, 2022, the Company paid $1.0 million in license fees associated with the achievement of certain milestones. For the year ended December 31, 2021, the Company paid the upfront payment of $3.5 million. During the years ended December 31, 2022 and 2021, respectively, these expenses were recorded as research and development expenses. Any potential future research support, milestone or royalty payment amounts have not been accrued at December 31, 2022 and 2021 due to the uncertainty related to the achievement of these events, milestones or commitments to additional research. ​ University of Edinburgh License Agreement In August 2021, the Company entered into a worldwide, exclusive license agreement with the University Court of the University of Edinburgh (“Edinburgh” or “University” or “Parties” or “UoE”) for the second drug candidate. The Company is obligated to pay success-based milestones and royalties to the UoE, as follows: (1) pre-approval milestone payments of up to approximately $49.5 million including an upfront nonrefundable payment of $3.5 million which has already been paid and $0.5 million on the first anniversary of the effective date of this agreement. (2) regulatory approval and commercial sales milestones of up $279.5 million. (3) mid- single digit to 8% royalties on a tiered basis on net sales; and 2.5% of the gross amount of each of the Company’s future fund raisings up to a cumulative total of $3.0 million. In collaboration with Edinburgh, the Company wishes to generate preclinical data to support Investigational New Drug (IND) submission and inform patient selection/enrichment strategies. The aim of the development collaboration formed between the Parties under this Agreement is to progress the development of the Licensed Technology, which is licensed under the License Agreement) according to the Work Plan. The Company has agreed to provide funding to Edinburgh to support such collaboration. The Parties wish to enter into this Agreement to set out the terms for the provision of such funding by the company and the terms of the development collaboration formed between the Parties. In consideration of the obligations of Edinburgh, the Company shall pay the Project Costs in the amount of $772,000, payable over 18 months. As of December 31, 2022, UoE’s research and development as described above has not yet begun and therefore no expenses were recorded in the financial statements. License Term The royalty term for each licensed product in each country is the period commencing with the first commercial sale of the applicable licensed product in the applicable country and ending on the expiration of the last to expire of any patent specified by the license (statutory expiration for the NXP900 patent family is April 2036), or the expiration of any extended exclusivity period in the relevant country. The Company may terminate the license if the Company determines that it is not scientifically or commercially viable to research, develop, or commercialize the licensed products which are the subject of the license agreement. UoE may terminate the agreement if the Company: (i) ceases to carry on the business regarding the treatment, prevention and/or diagnosis of human diseases; (ii) discontinues the development of the licensed products which are the subject of the license; (iii) disposes of our assets or business in whole or in material part; (iv) challenges the validity, ownership, or enforceability of the exclusively licensed technology; (v) contests the secret or substantial nature of certain know-how subject to the license; or (vi) breaches certain diligence obligations or fails to pay any amount due under the license within a specified time frame. As of December 31, 2022, the Company paid $0.5 million related to the one-year anniversary milestone and $0.4 million associated with the IPO. As of December 31, 2022 the Company recorded a liability of $0.4 million associated with the private placement. As of December 31, 2021, the Company paid the upfront payment of $3.5 million. During the years ended December 31, 2022 and 2021, respectively, these expenses were recorded as research and development expenses. Any potential future research support, milestone or royalty payment amounts have not been accrued at December 31, 2022 and 2021 due to the uncertainty related to the achievement of these events, milestones or commitments to additional research. . b. Related Party Transactions As for related party transactions, see note 10. c. Contingencies As of December 31, 2022, and as of December 31, 2021, no contingent liabilities have been recognized.

REDEEMABLE CONVERTIBLE PREFERRE

REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS DEFICIT	12 Months Ended
	Dec. 31, 2022
REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' DEFICIT
REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' DEFICIT	NOTE 6 – REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICIT: a. In May 2021, the Company’s board of directors approved and declared a 100 :1 stock split of common shares with a par value of $0.00001 and preferred shares, with a par value of $0.00001 . In addition, the Company increased the number of authorized common shares from 3,900,000 to 12,870,000 and preferred shares from 40,000 to 170,000 . In addition, on October 23, 2021, the Company’s Board of Directors approved a 39 :1 stock split. As a result of the above splits, all shares, options and warrants exercisable into common shares and restricted stock units, exercise prices and income or loss per share amounts have been adjusted on a retroactive basis for all periods presented to reflect such stock splits. On February 3, 2022, the Company amended its certificate of incorporation such that the total number of shares of all classes of capital stock authorized to be issued was increased to 65,000,000, with 5,000,000 shares designated as preferred stock with a par value of $0.00001, and 60,000,000 shares designated as common stock with a par value of $0.00001. On February 8, 2022, the Company completed an IPO in which it sold 3,200,000 shares of common stock at $5.00 per share and received net proceeds of $13.6 million, after underwriting discounts and commissions, of $1.1 million and expenses of $1.8 million. Additionally, on February 8, 2022, in connection with the closing of the IPO, 5,012,280 shares of Series A redeemable convertible preferred stock, respectively, automatically converted into an equal number of shares of common stock. There were no shares of convertible preferred stock outstanding as of December 31, 2022. ​ b. Redeemable Convertible Preferred Shares During June and July 2021, the Company entered into an investment agreement with its founders and certain new investors to issue 128,520 redeemable convertible preferred shares (“Preferred Stock”) in a total amount of approximately $15.3 million in which $1.73 million were invested by related parties on the same terms as all investors in the Preferred Stock. Conversion Rights Trigger Events — Upon either (a) the closing of a Deemed Liquidation Event, (b) an initial public offering the Corporation’s securities on a major public stock exchange (including, without limitation and for illustration purposes, the Nasdaq Stock Market’s National Market or the New York Stock Exchange) resulting in at least $15,000,000 of proceeds to the Corporation, or (c) the vote or written consent of the majority of the Preferred Stockholders (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the “Mandatory Conversion Time”), then (i) all outstanding shares of Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate as calculated as follows — each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Original Issue Price ($119.0476) by the Conversion Price ($3.05 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization or event with respect to the applicable Preferred Stock). Such initial Conversion Price, and the rate at which shares of Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as detailed in the Company’s Certified of Incorporation in effect at the time of conversion (as of December 31, 2021 the conversion is $3.05 per share) (ii) such shares may not be reissued by the Corporation. During February 2022 the company completed the IPO and the convertible preferred stock were converted to common shares. c. Rights of the Company’s common shares The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. The holders of our common stock do not have any cumulative voting rights. Holders of our common stock are entitled to receive ratably any dividends declared by our board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. The Company’s common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions. In the event of our liquidation, dissolution or winding up, holders of the Company common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. As of December 31, 2022, no dividends have been declared. ​ d. Private Placement in Public Entity On July 29, 2022, the Company closed a private placement offering (the “July Private Placement”), pursuant to the terms and conditions of a Securities Purchase Agreement (the “Agreement”), dated July 27, 2022. In connection with the July Private Placement, the Company issued 1,015,598 shares of common stock (the “Shares”), pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 909,091 shares of common stock and preferred investment options (the “Preferred Investment Options”) to purchase up to an aggregate of 1,924,689 shares of common stock. The purchase price of each Share and each Pre-Funded Warrant was the $8.25. The purchaser received one Preferred Investment Option for no consideration, with each Share or Pre-Funded Warrant purchased. The aggregate net cash proceeds to the Company from the July Private Placement were approximately $14.3 million, after deducting placement agent fees and other offering expenses. The Pre-Funded Warrants had an exercise price of $0.001 per share, were exercisable on or after August 24, 2022, and are exercisable until the Pre-Funded Warrants were exercised in full. Pre-Funded Warrants totaling 909,091 were exercised during the year ended December 31, 2022, and as such the Company issued 909,091 shares of common stock on that date. The Preferred Investment Options are exercisable at any time on or after January 23, 2023 through January 29, 2026, at an exercise price of $9.65 per share, subject to certain adjustments as defined in the Agreement. The Company agreed to pay the placement agent a fee and management fee equal to 7.0% and 1.0%, respectively, of the aggregate gross proceeds from the July Private Placement. In addition, the Company issued warrants to the placement agent to purchase up to 115,481 shares of common stock. The placement agent warrants are in substantially the same form as the Preferred Investment Options, except that the exercise price is $10.31. The Preferred Investment Options, the Pre-Funded Warrants, and the placement agent warrants are collectively referred to as the “Private Placement Warrants”. The Company evaluated the terms of the Private Placement Warrants and determined that they should be classified as equity instruments based upon accounting guidance provided in ASC 480 and ASC 815-40. Since the Company determined that the Private Placement Warrants were equity-classified, the Company recorded the proceeds from the July Private Placement, net of issuance costs, within common stock at par value and the balance of the net proceeds to additional paid in capital. As of December 31, 2022, the outstanding Preferred Investment Options, and the placement agent warrants were not exercisable. ​ In connection with the July Private Placement, the Company entered into a Registration Rights Agreement with the certain purchasers defined therein, dated July 27, 2022 (the “July Registration Rights Agreement”). The July Registration Rights Agreement required the Company to file a registration statement covering the resale of all of the securities with the Securities and Exchange Commission (the “SEC”). The Company filed a registration statement on Form S-1 with the SEC on August 15, 2022. The registration statement on Form S-1 was declared effective on August 24, 2022.

SHARE BASED PAYMENTS

SHARE BASED PAYMENTS	12 Months Ended
	Dec. 31, 2022
SHARE BASED PAYMENTS
SHARE BASED PAYMENTS	NOTE 7 – SHARE BASED PAYMENTS a. Share Based Payments In May 2021, the Company’s board of directors approved issuance of common shares in a total amount of 605,514 each with par value of $0.00001 per share including amount of 238,914 to service providers and an amount of 366,600 to the Company founders at an estimated value of approximately $1.4 million. These common shares are fully vested on the grant date. The fair value of common shares was evaluated at the grant date using hybrid pricing model with a combination of the Black-Scholes Option Pricing Model (OPM) and the P-WERM model for various possible scenarios. For the various scenarios modeled, volatility is based on a combination of historical volatilities of companies in comparable stages as well as companies in the industry by statistical analysis of daily share pricing model. The risk-free interest rate assumption is based on observed interest rates appropriate for the time period until a liquidity event occurs. The expected term represents the period of time until a liquidity event occurs. The following table summarizes assumptions used for the OPM model at the grant date: ​ ​ ​ ​ Risk-free interest rate ​ 0.79 % Expected dividend yield ​ — ​ Expected term (in years) ​ 4.9 ​ Expected volatility ​ 107 % ​ In February 2022, the Company granted to. the underwriter of the IPO, 128,000 fully vested warrants upon the IPO, exercisable into common stock with an exercise price of $6.25 per share for 5 years after the grant date. The 128,000 fully vested warrants have an estimated value (based on Black-Scholes model) of approximately $458,000 and were recognized as a reduction from gross proceeds of the IPO. No warrants have been exercised as of December 31, 2022. The following table summarizes assumptions used for the Black-Scholes model at the grant date: ​ ​ ​ ​ ​ Risk-free interest rate ​ 1.78 % Common share price ​ $ 5.00 ​ Expected dividend yield ​ — ​ Expected term (in years) ​ 5 ​ Expected volatility ​ 99 % ​ In July 2022, the Company granted to the private placement agent of July Private Placement, 115,481 warrants which become exercisable any time between January 23, 2023 and January 29, 2026, exercisable into common stock with an exercise price of $10.31 per share. The 115,481 warrants have an estimated value (based on Black-Scholes model) of approximately $618,000. No warrants have been exercised as of December 31, 2022. The following table summarizes assumptions used for the Black-Scholes model at the grant date: ​ ​ ​ ​ ​ Risk-free interest rate ​ 2.86 % Common share price ​ $ 9.26 ​ Expected dividend yield ​ 0 ​ Expected term (in years) ​ 3.5 ​ Expected volatility ​ 86.06 % ​ Volatility was estimated based on the historic volatility of comparable public companies. b. 2021 Incentive Plan In May 2021, the Company’s board of directors approved an equity incentive plan (hereafter — “2021 Plan”), in which the Company has reserved a total amount of 408,486 common shares for issuance in connection with the Option Agreement. In February 2022, the Company’s board of directors approved an increase to total shares under the incentive plan to 1,500,000. The 2021 Plan provides for a variety of stock-based compensation awards, including stock options, restricted stock unit awards, or other stock. Under the 2021 Plan, the Company generally grants stock-based awards with service-based vesting conditions only. Options and restricted stock unit awards granted typically vest over a three-year period, but may be granted with different vesting terms. Mr. Ron Bentsur, Dr. Enrique Poradosu and Mr. Shay Shemesh will be eligible for fully vested shares of common stock equal to 1%, 0.5% and 0.5%, respectively, of the then fully diluted share count when the Company reaches an average capitalization over a 30-day period of $350 million or higher. As of December 31, 2022, the market capitalization has not been achieved. The following table summarizes the Company’s stock option activity for the year ended December 31, 2022, for the 2021 Incentive Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ Number of ​ Weighted average ​ average ​ Aggregated ​ ​ shares under ​ Exercise price per ​ remaining ​ Intrinsic value ​ ​ option ​ Option ​ life ​ (in thousands) Balance, December 31, 2021 ​ 226,590 ​ 3.05 ​ 9.07 ​ 492 Granted 85,000 7.25 Exercised — — Forfeited — — Outstanding – December 31, 2022 311,590 4.20 8.79 1,042 Exercisable – December 31, 2022 75,582 3.05 8.60 Expected to vest – December 31, 2022 311,590 4.20 8.79 1,042 ​ As of December 31, 2022, there was $0.6 million of unrecognized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 1.82 years, excluding warrants which vest upon completion of an IPO or PIPE. The fair value of each option granted is estimated using the Black-Scholes option pricing method. The volatility is based on a combination of historical volatilities of companies in comparable stages as well as companies in the industry by statistical analysis of daily share pricing model. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected term of the options granted in dollar terms. The expected term of the options granted represents the period of time that the granted options are expected to remain outstanding based on common practice in the industry. Common share price is calculated using the model described. The following table summarizes the Black-Scholes assumptions used at the grant date: ​ ​ ​ ​ ​ ​ Year Ended ​ Grant Dates May – ​ ​ December 2022 ​ November 2021 Risk-free interest rate 2.39% - 2.88% ​ 0.80% - 1.37% Expected dividend yield — ​ — Common share price ​ $ 7.02 - $11.99 ​ $2.28 - $2.97 Expected term (in years) ​ 10 ​ 5 – 10 Expected volatility ​ 89.36% ​ 88% – 107% ​ Restricted stock Units Restricted stock units (RSUs) have been granted to employees and directors. The value of an RSU award is based on the Company’s stock price on the date of grant using hybrid pricing model with a combination of the Black-Scholes Option Pricing Model (OPM) and the P-WERM model for various possible scenarios. The shares underlying the RSU awards are not issued until the RSUs vest. Upon vesting, each RSU converts into one share of the Company’s common stock. The Company has granted RSUs pursuant to the 2021 plan. On April 1, 2022, the Company issued 120,000 RSUs to Mr. Ron Bentsur and 60,000 RSUs each 1/3 The following table summarizes the Company’s restricted stock unit activity for the year ended December 31, 2021, as described above from the 2021 Incentive Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted Weighted average Aggregated ​ ​ shares under ​ average grant ​ contractual term ​ Intrinsic value ​ ​ option ​ date fair value ​ (in years) ​ (in thousands) Balance, December 31, 2021 ​ 47,580 ​ 2.49 ​ 2.72 ​ 114 Granted 307,100 7.63 Vested (15,873) 3.05 Outstanding – December 31, 2022 338,807 7.15 2.22 2,541 Expected to vest – December 31, 2022 338,807 7.15 2.22 2,541 ​ As of December 31, 2022, there was $1.3 million of total unrecognized compensation cost related to RSUs that is expected to be recognized over a weighted average period of 2.2 years. The total fair value of RSUs vested for the year ended December 31, 2022, was $48 thousand. On July 27, 2021, Mr. Ron Bentsur, Dr. Enrique Poradosu, and Mr. Shay Shemesh were granted 96,759 RSUs, 48,399 RSUs and 48,399 RSUs, respectively, which were not part of the Incentive Plan and excluded from the table above. On July 1, 2022 and December 13, 2022, the vesting of these grants was extended to January 1, 2023 and June 30, 2022, respectively. ​ c. Share compensation expense For the period ended December 31, 2022, the Company recognized expenses of $0.8 million as part of the general and administrative expenses and $0.9 million as part of the research and development expenses. ​ For the period ended December 31, 2021, the Company recognized expenses of $1.0 million as part of the general and administrative expenses and $0.9 million as part of the research and development expenses.

NET LOSS PER SHARE

NET LOSS PER SHARE	12 Months Ended
	Dec. 31, 2022
NET LOSS PER SHARE
NET LOSS PER SHARE	NOTE 8 – NET LOSS PER SHARE: a. Basic Basic net loss per share is calculated by dividing the net loss attributable to the Company’s stockholders by the weighted average number of common shares outstanding. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ For the year ended ​ ​ December 31, 2022 ​ December 31, 2021 ​ ​ in thousand U.S. dollars except per share and share amounts Loss attributable to common stockholders (19,085) (12,890) Basic and diluted net loss per common share (1.51) (3.02) Weighted average of common share outstanding 12,657,651 4,268,285 ​ Basic loss per share is calculated by dividing the result attributable to equity holders of the Company by the weighted average number of Ordinary Shares in issue during the year. b. Diluted As of December 31, 2022 and December 31, 2021, the Company excluded potentially dilutive securities from the calculation of diluted net loss per Ordinary Share because their effects would have been anti-dilutive (see note 2n).

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2022
INCOME TAXES
INCOME TAXES	NOTE 9 – INCOME TAXES: a. The Company has not recorded an income tax benefit for the years ended December 31, 2022 and 2021, respectively. The Company has incurred net pre-tax losses in the United States only for all periods presented. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the carrying amounts of existing assets and liabilities in the financial statements and their respective tax bases using tax rates expected to be in effect during the years in which the basis differences reverse. b. Tax Rates: Income of the Company is taxed according to the federal tax laws in the US and the relevant state laws. The U.S tax rate in 2022 and 2021 is 26.9% comprising U.S statutory tax rates of 21% and state tax rate of 5.9%. For the years ended December 31, 2022 and 2021, the Company’s effective tax rate is below the federal statutory income tax rate of 21% primarily due to state income taxes, net of federal benefit and the Company’s position to establish a full valuation allowance on its deferred tax assets. c. Corporate Taxation in the U.S. The applicable corporate tax rate for the Company is 21%. As of December 31, 2022, the Company has an accumulated tax loss carryforward of approximately $23.0 million (as of December 31, 2021, $9.3 million). Under U.S. tax laws, subject to certain limitations, carryforward tax losses originating in tax years beginning after January 1, 2018, have no expiration date, but they are limited to 80% of the company’s taxable income in any given tax year. d. Tax Assessments The Company has not been taxed since its inception. e. Deferred Taxes The tax effect of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets and liabilities are presented below: ​ ​ ​ ​ ​ ​ ​ As of As of ​ ​ December 31, 2022 ​ December 31, 2021 ​ ​ (in thousands USD) ​ (in thousands USD) Deferred tax asset: Net operating loss carry forward 6,120 2,500 Share Compensation 969 510 Research and Development credits 52 26 Accruals and reserves 1,432 435 Total deferred tax assets 8,573 3,471 Valuation allowance (8,573) (3,471) Deferred tax assets recognized — — ​ As the achievement of required future taxable income is not likely, the Company recorded a full valuation allowance. The following table presents a reconciliation of the beginning and ending valuation allowance: ​ ​ ​ ​ ​ ​ As of As of ​ ​ December 31, 2022 ​ December 31, 2021 ​ ​ (in thousands USD) ​ (in thousands USD) Balance at beginning of the year 3,471 10 Additions to valuation allowance 5,102 3,461 Release of valuation allowance — — ​ ​ ​ ​ ​ Balance at end of the year 8,573 3,471 ​

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 10 – RELATED PARTY TRANSACTIONS: a. As for related party transactions regarding equity grants, see note 7. ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
SUBSEQUENT EVENTS.
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS: a. On January 12, 2023, the Company issued 210,000 RSUs to Mr. Ron Bentsur and 115,000 RSUs each to Dr. Enrique Poradosu and Mr. Shay Shemesh. ​ b. On February 14, 2023, 105,920 warrants granted in February 2022 in association with the underwriter agreement associated with the Company’s IPO were exercised. Gross proceeds from the exercise of these warrants were approximately $660 thousand. ​ c. On February 14, 2023, a certain investor exercised 4,000 Preferred Investment Options granted in July 2022 in association with the Securities Purchase Agreement. Gross proceeds from the exercise of these options were approximately $39 thousand.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	a. Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and stated in U.S. dollars. The significant accounting policies used in the preparation of the financial statements are as follows:
Segment Reporting	b. Segment Reporting The Company has one operating segment. An operating segment is defined as a component that engages in business activities whose operating results are reviewed by the chief operating decision maker for the purpose of assessing performance and allocating resources and for which discrete financial information is available.
Use of Estimates in the Preparation of Financial Statements	c. Use of Estimates in the Preparation of Financial Statements The preparation of the Company’s financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses in the Company’s financial statements and accompanying notes. The most significant estimates in the Company’s financial statements relate to accruals for research and development expenses, valuation of equity awards, and valuation allowances for deferred tax assets. These estimates and assumptions are based on current facts, future expectations, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates.
Functional and Presentation Currency	d. Functional and Presentation Currency The U.S. dollar (“dollar”) is the currency of the primary economic environment in which the operations of the Company are conducted and expects to continue to operate in the foreseeable future. Accordingly, the functional currency of the Company is the dollar. e. Functional and Presentation Currency Adjustments arising from foreign currency transactions between the purchase and the settlement dates are reflected in the statements of operations as a component of financial income (expense). For non-dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions — exchange rates at transaction dates or average rates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation) — historical exchange rates. The Company did not recognize net foreign currency transaction gains or losses in the years ended December 31, 2022 and December 31, 2021.
Cash and Cash Equivalents	f. Cash and Cash Equivalents The Company considers as cash equivalents all highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use, with maturities of three months or less at the date acquired.
Concentrations of Credit Risk	g. Concentrations of Credit Risk The Company is subject to credit risk from holding its cash and cash equivalents at one commercial bank. The Company limits its exposure to credit losses by investing in money market accounts which are included in cash and cash equivalents through a U.S. bank with high credit ratings. Cash may consist of deposits held with banks that may at times exceed federally insured limits, however, exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the balance sheets. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
Leases	h. Leases In accordance with Accounting Standards Codification (“ASC”) 842, Leases, the Company defines a short-term lease if a lease has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. At the inception of the lease and as of December 31, 2022, the Company determined all leases were classified as short-term. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term in general and administrative. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The operating lease costs for 2022 and 2021 were $13 thousand and $11 thousand, respectively.
Research and Development Expenses	i. Research and Development Expenses Research and development expenses include costs directly attributable to the conduct of research and development programs, including licensing fees, cost of salaries, share-based compensation expenses, payroll taxes and other employee benefits, subcontractors, materials used for research and development activities, and professional services. All costs associated with research and development are expensed as incurred.
General and Administrative	j. General and Administrative General and administrative expenses consist primarily of personnel-related expenses, including employee salaries, bonuses, benefits, and share-based compensation, and recruiting costs for personnel in executive, finance, and other administrative functions. Other significant general and administrative expenses include legal fees relating to intellectual property and corporate matters, professional fees for accounting, tax and consulting services, insurance costs, and travel expenses. General and administrative costs are expensed as incurred.
Loss Contingencies	k. Loss Contingencies Certain conditions may exist as of the date of the financial statements, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. Management applies the guidance in ASC 450-20-25 when assessing losses resulting from contingencies. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is recorded as accrued expenses in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material are disclosed. As of December 31, 2022, and December 31, 2021, no contingent liabilities have been recognized.
Share-Based Compensation	l. Share-Based Compensation The Company accounts for employees’, directors’ and service providers’ share-based payment awards classified as equity awards using the grant-date fair value method. The fair value of share-based payment transactions is recognized as an expense over the requisite service period. The equity awards could come in the form of options, warrants and RSUs. The Company elected to recognize compensation costs for awards using the accelerated method based on the multiple-option award approach. The Company has elected to recognize forfeitures as they occur. For stock options containing a market condition, the market conditions are required to be considered when calculating the grant date fair value. ASC 718 requires selection of a valuation technique that best fits the circumstances of an award. (see note 7). In order to reflect the substantive characteristics of the market condition option award, a Monte Carlo simulation valuation model was used to calculate the grant date fair value of such stock options. Expense for the market condition stock options is recognized over the derived service period as determined through the Monte Carlo simulation model.
Comprehensive Loss	m. Comprehensive Loss Comprehensive loss includes no items other than net loss.
Income Taxes	n. Income Taxes 1) Deferred taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (hereafter – “ASC 740”). ASC 740 prescribes that Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is recognized to the extent that it is more likely than not that the deferred taxes will not be realized in the foreseeable future. Given the Company’s losses, the Company concluded it is more likely than not the deferred tax assets will not be realized and has provided a full valuation allowance with respect to its deferred tax assets. 2) Uncertainty in income taxes The Company accounts for uncertain tax positions in accordance with ASC 740-10. The Company follows a two-step approach in recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates that it is more likely than not that the position will be sustained based on technical merits. If this threshold is met, the second step is to measure the tax position as the largest amount that has more than a 50% likelihood of being realized upon ultimate settlement. The Company does not have any provision for uncertain tax positions.
Net Loss Per Share	o. Net Loss Per Share The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of ordinary shares are anti-dilutive. The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to ordinary shareholders for the period to be allocated between ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considered its redeemable convertible preferred shares to be participating securities as the holders of the redeemable convertible preferred shares would be entitled to dividends that would be distributed to the holders of ordinary shares on a pro-rata basis assuming conversion of all redeemable convertible preferred shares into ordinary shares. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the periods presented was not allocated to the Company’s preferred shares. ​ The following potentially dilutive securities were excluded from the calculation of diluted net loss per Ordinary Share because their effect would have been anti-dilutive for the years presented: ​ ​ ​ ​ ​ ​ For the year ended For the year ended ​ ​ December 31, ​ December 31, ​ ​ 2022 ​ 2021 Common shares issuable in relation to: Warrants* 344,894 81,003 Options* 311,590 226,590 RSU* 548,237 241,137 Redeemable convertible preferred shares — 5,012,280 *- Adjusted to reflect stock splits, see note 6a.
Fair Value Measurement	p. Fair Value Measurement The Company follows authoritative accounting guidance, which among other things, defines fair value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (at exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The three levels of inputs that may be used to measure fair value include: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. The Company’s Level 1 assets consist of money market funds. Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. The money market accounts included in cash and cash equivalents are considered Level 1. During the years ended December 31, 2022 and 2021, respectively, there were no transfers between fair value measure levels. The Company had no financial assets and liabilities measured at fair value as of December 31, 2022 and 2021, respectively. Other financial instruments consist mainly of cash and cash equivalents, other current assets, accounts payable and accrued liabilities. The fair value of these financial instruments approximates their carrying values.
Deferred Offering Costs	q. Deferred Offering Costs Deferred offering costs consist of legal and other costs incurred in connection with the formation and preparation for the Initial Public Offering (“IPO”) or the Private Investment in Public Entity (“PIPE”). These costs, along with underwriting fees were charged to additional paid-in capital upon the completion of the IPO or PIPE. The deferred offering costs were offset against the proceeds received upon the completion of the IPO or PIPE. Deferred offering costs are recorded under other non-current assets on the accompanying balance sheets.
Redeemable Convertible Preferred Shares	r. Redeemable Convertible Preferred Shares When the Company issues convertible preferred shares, it considers the provisions of ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) in order to determine whether the preferred share should be classified as a liability. If the instrument is not within the scope of ASC 480, the Company further analyzes the instrument’s characteristics in order to determine whether it should be classified within temporary equity (mezzanine) or within permanent equity in accordance with the provisions of ASC 480-10-S99. The Company’s redeemable convertible preferred shares are not mandatorily or currently redeemable. However, they include a liquidation or deemed liquidation events that would constitute a redemption event that is outside of the Company’s control. As such, all shares of redeemable preferred shares have been presented outside of permanent equity. Upon the consummation of the IPO, all of the Company's preferred stocks were converted into common stock and reclassified from temporary equity, into permanent equity.
Warrants	s. Warrants The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, (“ASC 480-10”), and then in accordance with ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC 815-40”). Under ASC 480-10, warrants are considered liability-classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or must or may require settlement by issuing variable number of shares. If the warrants do not meet liability classification under ASC 480-10, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP. After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity. Liability-classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded as a component of other income (expense), net in the statements of operations. Equity-classified warrants are accounted for at consideration received on the issuance date with no changes in fair value recognized after the issuance date. As of December 31, 2022, all of the Company’s outstanding warrants are equity-classified warrants. See Note 6d.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted	t. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 “Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments.” This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance will be effective for Emerging Growth Companies (EGCs, as defined by the SEC) for the fiscal year beginning on January 1, 2023, including interim periods within that year. No significant impact on the Company’s financial statements. In August 2020, the FASB issued Accounting Standard Update No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This guidance is effective for public business entities except for smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method, and such adoption did not impact the Company’s financial position, results of operations, cash flows or net loss per share. u. Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES
Schedule of potentially dilutive securities were excluded from the calculation of diluted net loss per common stock because their effect would have been anti-dilutive	The following potentially dilutive securities were excluded from the calculation of diluted net loss per Ordinary Share because their effect would have been anti-dilutive for the years presented: ​ ​ ​ ​ ​ ​ For the year ended For the year ended ​ ​ December 31, ​ December 31, ​ ​ 2022 ​ 2021 Common shares issuable in relation to: Warrants* 344,894 81,003 Options* 311,590 226,590 RSU* 548,237 241,137 Redeemable convertible preferred shares — 5,012,280 *- Adjusted to reflect stock splits, see note 6a.

RESEARCH AND DEVELOPMENT EXPE_2

RESEARCH AND DEVELOPMENT EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2022
RESEARCH AND DEVELOPMENT EXPENSES
Schedule of research and development expenses	Research and development expenses consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ For the year ended ​ ​ December 31, ​ December 31, ​ ​ 2022 ​ 2021 Employee compensation and benefits 4,648 1,164 Clinical expense 3,714 670 License fee 2,297 7,111 Manufacturing 2,170 424 Professional services and other 398 176 Total research and development expenses 13,227 9,545

GENERAL AND ADMINISTRATIVE EX_2

GENERAL AND ADMINISTRATIVE EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2022
GENERAL AND ADMINISTRATIVE EXPENSES
Schedule of general and administrative expenses	General and administrative expenses consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ For the year ended ​ ​ December 31, ​ December 31, ​ ​ 2022 ​ 2021 Professional and consulting services 2,381 2,574 Employee compensation and benefits 1,756 414 Insurance ​ 1,183 ​ — Other 687 361 Total general and administrative expenses 6,007 3,349

SHARE BASED PAYMENTS (Tables)

SHARE BASED PAYMENTS (Tables)	12 Months Ended
	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Schedule of stock option activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ Number of ​ Weighted average ​ average ​ Aggregated ​ ​ shares under ​ Exercise price per ​ remaining ​ Intrinsic value ​ ​ option ​ Option ​ life ​ (in thousands) Balance, December 31, 2021 ​ 226,590 ​ 3.05 ​ 9.07 ​ 492 Granted 85,000 7.25 Exercised — — Forfeited — — Outstanding – December 31, 2022 311,590 4.20 8.79 1,042 Exercisable – December 31, 2022 75,582 3.05 8.60 Expected to vest – December 31, 2022 311,590 4.20 8.79 1,042 ​
Schedule of RSU activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted Weighted average Aggregated ​ ​ shares under ​ average grant ​ contractual term ​ Intrinsic value ​ ​ option ​ date fair value ​ (in years) ​ (in thousands) Balance, December 31, 2021 ​ 47,580 ​ 2.49 ​ 2.72 ​ 114 Granted 307,100 7.63 Vested (15,873) 3.05 Outstanding – December 31, 2022 338,807 7.15 2.22 2,541 Expected to vest – December 31, 2022 338,807 7.15 2.22 2,541 ​
OPM Model
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Schedule of assumptions	The following table summarizes assumptions used for the OPM model at the grant date: ​ ​ ​ ​ Risk-free interest rate ​ 0.79 % Expected dividend yield ​ — ​ Expected term (in years) ​ 4.9 ​ Expected volatility ​ 107 % ​
Options | Incentive Plan 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Schedule of assumptions	​ ​ ​ ​ ​ ​ Year Ended ​ Grant Dates May – ​ ​ December 2022 ​ November 2021 Risk-free interest rate 2.39% - 2.88% ​ 0.80% - 1.37% Expected dividend yield — ​ — Common share price ​ $ 7.02 - $11.99 ​ $2.28 - $2.97 Expected term (in years) ​ 10 ​ 5 – 10 Expected volatility ​ 89.36% ​ 88% – 107%
February 2022 Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Schedule of assumptions	The following table summarizes assumptions used for the Black-Scholes model at the grant date: ​ ​ ​ ​ ​ Risk-free interest rate ​ 1.78 % Common share price ​ $ 5.00 ​ Expected dividend yield ​ — ​ Expected term (in years) ​ 5 ​ Expected volatility ​ 99 % ​
July 2022 Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Schedule of assumptions	The following table summarizes assumptions used for the Black-Scholes model at the grant date: ​ ​ ​ ​ ​ Risk-free interest rate ​ 2.86 % Common share price ​ $ 9.26 ​ Expected dividend yield ​ 0 ​ Expected term (in years) ​ 3.5 ​ Expected volatility ​ 86.06 % ​

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	12 Months Ended
	Dec. 31, 2022
NET LOSS PER SHARE
Schedule of basic net loss per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ For the year ended ​ ​ December 31, 2022 ​ December 31, 2021 ​ ​ in thousand U.S. dollars except per share and share amounts Loss attributable to common stockholders (19,085) (12,890) Basic and diluted net loss per common share (1.51) (3.02) Weighted average of common share outstanding 12,657,651 4,268,285 ​

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2022
INCOME TAXES
Schedule of deferred tax assets and liabilities	​ ​ ​ ​ ​ ​ ​ As of As of ​ ​ December 31, 2022 ​ December 31, 2021 ​ ​ (in thousands USD) ​ (in thousands USD) Deferred tax asset: Net operating loss carry forward 6,120 2,500 Share Compensation 969 510 Research and Development credits 52 26 Accruals and reserves 1,432 435 Total deferred tax assets 8,573 3,471 Valuation allowance (8,573) (3,471) Deferred tax assets recognized — — ​
Summary of reconciliation of allowances	​ ​ ​ ​ ​ ​ As of As of ​ ​ December 31, 2022 ​ December 31, 2021 ​ ​ (in thousands USD) ​ (in thousands USD) Balance at beginning of the year 3,471 10 Additions to valuation allowance 5,102 3,461 Release of valuation allowance — — ​ ​ ​ ​ ​ Balance at end of the year 8,573 3,471

GENERAL (Details)

GENERAL (Details) $ / shares in Units, $ in Thousands				1 Months Ended	12 Months Ended
	Jul. 29, 2022 USD ($)	Feb. 08, 2022 USD ($) $ / shares shares	Oct. 23, 2021	May 31, 2021	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Stock split ratio			0.0256	0.01
Accumulated deficit					$ (31,985)	$ (12,900)
Cash and cash equivalents					19,993	$ 5,742
Proceeds from issuance of common stock and pre-funded warrants in private placement	$ 14,300				$ 15,879
Number of convertible preferred stock converted | shares		5,012,280
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares of common stock sold | shares		3,200,000
Sale price per share | $ / shares		$ 5
Net proceeds		$ 13,600
Underwriting discounts and commissions		1,100
Underwriting Expenses		$ 1,800
Common and preferred shares
Subsidiary, Sale of Stock [Line Items]
Stock split ratio				0.01
Common stock
Subsidiary, Sale of Stock [Line Items]
Stock split ratio			0.0256

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES - Segment Reporting and Leases (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)
SIGNIFICANT ACCOUNTING POLICIES
Operating lease cost | $	$ 13	$ 11
Number of operating segments | segment	1

SIGNIFICANT ACCOUNTING POLICI_5

SIGNIFICANT ACCOUNTING POLICIES -Loss Contingencies (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
SIGNIFICANT ACCOUNTING POLICIES
Contingent liabilities	$ 0	$ 0

SIGNIFICANT ACCOUNTING POLICI_6

SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive excluded from the calculation of diluted net loss per common stock		5,012,280
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive excluded from the calculation of diluted net loss per common stock	344,894	81,003
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive excluded from the calculation of diluted net loss per common stock	311,590	226,590
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive excluded from the calculation of diluted net loss per common stock	548,237	241,137

RESEARCH AND DEVELOPMENT EXPE_3

RESEARCH AND DEVELOPMENT EXPENSES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
RESEARCH AND DEVELOPMENT EXPENSES
Employee compensation and benefits	$ 4,648	$ 1,164
Clinical expense	3,714	670
License fee	2,297	7,111
Manufacturing	2,170	424
Professional services and other	398	176
Total research and development expenses	$ 13,227	$ 9,545

GENERAL AND ADMINISTRATIVE EX_3

GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
GENERAL AND ADMINISTRATIVE EXPENSES
Professional and consulting services	$ 2,381	$ 2,574
Employee compensation and benefits	1,756	414
Insurance	1,183
Other	687	361
Total general and administrative expenses	$ 6,007	$ 3,349

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - License agreement - CRT Pioneer Fund (Details) - USD ($)		1 Months Ended	12 Months Ended
	Mar. 31, 2022	May 31, 2021	Dec. 31, 2022	Dec. 31, 2021
COMMITMENTS AND CONTINGENCIES
Research and development			$ 13,227,000	$ 9,545,000
CRT Pioneer Fund License Agreement
COMMITMENTS AND CONTINGENCIES
Non refundable payment		$ 3,500,000
Patient recruitment milestones		$ 1,000,000
Royalties		10%
Research and development support agreed amount		$ 500,000,000
Period for providing research and development support	18 months	18 months
Research and development	$ 865,000,000
Project cost			$ 300,000	$ 0
CRT Pioneer Fund License Agreement | Maximum
COMMITMENTS AND CONTINGENCIES
Pre - approval milestone		$ 26,500,000
Commercial sales milestone		$ 178,000,000

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES - License agreement - CRT Pioneer Fund- License term (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
License fee	$ 2,297	$ 7,111
CRT Pioneer Fund License Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
License fee	$ 1,000
Upfront payment		$ 3,500

COMMITMENTS AND CONTINGENCIES_3

COMMITMENTS AND CONTINGENCIES - License agreement - University of Edinburgh (Details) - University of Edinburgh License Agreement	1 Months Ended
	Aug. 31, 2021 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Non refundable payment	$ 3,500,000
Anniversary milestone payments	$ 500,000
Royalties	8%
Royalties Gross	2.50%
Fund raised	$ 3,000,000
Project cost	772,000
Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Pre - approval milestone	49,500,000
Commercial sales milestone	$ 279,500,000

COMMITMENTS AND CONTINGENCIES_4

COMMITMENTS AND CONTINGENCIES - License agreement - University of Edinburgh - License term (Details) - University of Edinburgh License Agreement - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment		$ 3.5
Initial Public Offering
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
One year milestone	$ 0.5
Accrued liability	0.4
Private Placement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued private placement expenses	$ 0.4

COMMITMENTS AND CONTINGENCIES_5

COMMITMENTS AND CONTINGENCIES - Contingencies (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
COMMITMENTS AND CONTINGENCIES.
Contingent liabilities	$ 0	$ 0

REDEEMABLE CONVERTIBLE PREFER_2

REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS DEFICIT (Details) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	Feb. 08, 2022 USD ($) $ / shares shares	Oct. 23, 2021	May 31, 2021 $ / shares shares	Dec. 31, 2022 USD ($) Vote $ / shares shares	Feb. 03, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares	Jul. 31, 2021 $ / shares	Jun. 30, 2021 $ / shares	Dec. 31, 2020 shares
Stock split ratio		0.0256	0.01
Common shares, par value, (per share) | $ / shares			$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001
Preferred stock, par value, (per share) | $ / shares			$ 0.00001		$ 0.00001
Common shares, shares authorized			12,870,000	60,000,000	60,000,000	12,870,000			3,900,000
Preferred stock, shares authorized			170,000		5,000,000				40,000
Shares authorized					65,000,000
Voting rights per share | Vote				1
Dividends declared | $ / shares				$ 0
Convertible Preferred Stock [Member]
Price per share | $ / shares							$ 119.0476	$ 119.0476
Convertible preferred stock issuable	5,012,280
Temporary equity, shares outstanding				0		5,012,280
Initial Public Offering
Number of shares issued	3,200,000
Price per share | $ / shares	$ 5
Proceeds from issuance of common stock | $	$ 13,600
Payment for underwriting discounts and commissions | $	1,100
Issuance costs | $	$ 1,800			$ 2,551

REDEEMABLE CONVERTIBLE PREFER_3

REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS DEFICIT - Redeemable convertible preferred shares (Details) - Convertible preferred stock A - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Jul. 31, 2021	Jun. 30, 2021	Dec. 31, 2021
Series A Preferred shares (shares)	128,520	128,520	5,012,280
Series A Preferred shares	$ 15,300	$ 15,300	$ 15,246
Investors
Series A Preferred shares	$ 1,730	$ 1,730

REDEEMABLE CONVERTIBLE PREFER_4

REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS DEFICIT - Conversion rights (Details) - Convertible preferred stock A - USD ($)	1 Months Ended
	Jul. 31, 2021	Jun. 30, 2021	Dec. 31, 2021
Price per share	$ 119.0476	$ 119.0476
Conversion price	$ 3.05	$ 3.05	$ 3.05
Minimum
Proceeds - corporation	$ 15,000,000	$ 15,000,000

REDEEMABLE CONVERTIBLE PREFER_5

REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS DEFICIT - Private Placement (Details) - Private Placement - USD ($) $ / shares in Units, $ in Millions	Aug. 25, 2022	Jul. 29, 2022
Subsidiary, Sale of Stock [Line Items]
Number of shares issued		1,015,598
Share price		$ 8.25
Net proceeds		$ 14.3
Placement agent fee (as percentage)		7%
Placement agents management fee (as percentage)		1%
Pre-Funded Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants to purchase an aggregate		909,091
Warrants exercise price		$ 0.001
Warrant exercised	909,091
Number of shares issued for exercise of warrants	909,091
Preferred Investment Options
Subsidiary, Sale of Stock [Line Items]
Warrants to purchase an aggregate		1,924,689
Warrants exercise price		$ 9.65
Placement Agents Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants to purchase an aggregate		115,481
Warrants exercise price		$ 10.31

SHARE BASED PAYMENTS (Details)

SHARE BASED PAYMENTS (Details)	1 Months Ended		12 Months Ended
	Jul. 31, 2022 $ / shares shares	Feb. 28, 2022 $ / shares shares	Dec. 31, 2022 USD ($) D $ / shares	Feb. 03, 2022 $ / shares	Dec. 31, 2021 $ / shares	May 31, 2021 USD ($) $ / shares shares
SHARE BASED PAYMENTS
Shares authorized | shares						605,514
Common shares, par value, (per share) | $ / shares			$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001
Authorized amount						$ 1,400,000
Incentive Plan 2021 [Member]
SHARE BASED PAYMENTS
Trading days | D			30
Mr.Ron Bentsur | Incentive Plan 2021 [Member]
SHARE BASED PAYMENTS
Percentage of fully diluted shares issuable upon vesting			1%
Dr.Enrique Poradosu | Incentive Plan 2021 [Member]
SHARE BASED PAYMENTS
Percentage of fully diluted shares issuable upon vesting			0.50%
Mr.Shay Shemesh | Incentive Plan 2021 [Member]
SHARE BASED PAYMENTS
Percentage of fully diluted shares issuable upon vesting			0.50%
Related Parties
SHARE BASED PAYMENTS
Shares authorized | shares						366,600
Service Providers.
SHARE BASED PAYMENTS
Shares authorized | shares						238,914
Minimum | Incentive Plan 2021 [Member]
SHARE BASED PAYMENTS
Average capitalization			$ 350,000,000
February 2022 Warrants
SHARE BASED PAYMENTS
Number of warrants granted | shares		128,000
Warrants exercise price | $ / shares		$ 6.25
Expected term (in years)		5 years	5 years
Estimated value of warrants			$ 458,000
Warrant exercised			$ 0
July 2022 Warrants
SHARE BASED PAYMENTS
Number of warrants granted | shares	115,481
Warrants exercise price | $ / shares	$ 10.31
Expected term (in years)			3 years 6 months
Estimated value of warrants			$ 618,000
Warrant exercised			$ 0

SHARE BASED PAYMENTS - Assumpti

SHARE BASED PAYMENTS - Assumptions (Details) - $ / shares	1 Months Ended	12 Months Ended
	Feb. 28, 2022	Dec. 31, 2022
OPM Model
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate		0.79%
Expected term (in years)		4 years 10 months 24 days
Expected volatility		107%
February 2022 Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate		1.78%
Common share price		$ 5
Expected term (in years)	5 years	5 years
Expected volatility		99%
July 2022 Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate		2.86%
Common share price		$ 9.26
Expected dividend yield		0%
Expected term (in years)		3 years 6 months
Expected volatility		86.06%

SHARE BASED PAYMENTS - Assump_2

SHARE BASED PAYMENTS - Assumptions Black sholes model (Details) - Incentive Plan 2021 - Options - $ / shares	7 Months Ended	12 Months Ended
	Nov. 30, 2021	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate minimum	0.80%	2.39%
Risk free interest rate maximum	1.37%	2.88%
Expected volatility minimum	88%	89.36%
Expected volatility maximum	107%
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price	$ 2.97	$ 11.99
Expected term (in years)	10 years
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price	$ 2.28	$ 7.02
Expected term (in years)	5 years	10 years

SHARE BASED PAYMENTS - Addition

SHARE BASED PAYMENTS - Additional information (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Apr. 01, 2022	May 31, 2021	Dec. 31, 2022
RSUs
SHARE BASED PAYMENTS
Vesting period	3 years
Total fair value of RSUs	$ 1,700
RSUs | On Each Anniversary from the date of grant
SHARE BASED PAYMENTS
Vesting percentage	0.75%
RSUs | Mr.Ron Bentsur
SHARE BASED PAYMENTS
Number of RSU's/Options issued	120,000
RSUs | Dr.Enrique Poradosu
SHARE BASED PAYMENTS
Number of RSU's/Options issued	60,000
RSUs | Mr.Shay Shemesh
SHARE BASED PAYMENTS
Number of RSU's/Options issued	60,000
2021 Global Equity Incentive Plan | RSUs
SHARE BASED PAYMENTS
Number of Common shares issues per RSU			1
Incentive Plan 2021
SHARE BASED PAYMENTS
Number of shares reserved		408,486
Additional increase to shares reserved		1,500,000
Incentive Plan 2021 | Options
SHARE BASED PAYMENTS
Unrecognized stock-based compensation expense			$ 600
Weighted-average period expected to be recognized			1 year 9 months 25 days
Incentive Plan 2021 | RSUs
SHARE BASED PAYMENTS
Unrecognized stock-based compensation expense			$ 1,300
Weighted-average period expected to be recognized			2 years 2 months 12 days
Total fair value of RSUs			$ 48

SHARE BASED PAYMENTS - Activity

SHARE BASED PAYMENTS - Activity (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jul. 27, 2021	Dec. 31, 2022	Dec. 31, 2021
Incentive Plan 2021 | Options
Number of shares under option
Balance, December 31, 2021		226,590
Granted		85,000
Outstanding - December 31, 2022		311,590	226,590
Exercisable - December 31, 2022		75,582
Vest or Expected to vest -December 31, 2022		311,590
Weighted average Exercise price per Option
Balance, December 31, 2021		$ 3.05
Grants		7.25
Outstanding - December 31, 2022		4.20	$ 3.05
Exercisable - December 31, 2022		3.05
Vest or Expected to vest - December 31, 2022		$ 4.20
Weighted average remaining life and Aggregated Intrinsic value
Weighted average remaining life, Outstanding		8 years 9 months 14 days	9 years 25 days
Weighted average remaining life, Exercisable		8 years 7 months 6 days
Weighted average remaining life, Vest or Expected to vest		8 years 9 months 14 days
Aggregated Intrinsic value		$ 1,042	$ 492
Aggregated Intrinsic value, Vest or Expected to vest		$ 1,042
Incentive Plan 2021 | RSUs
Number of shares under option
Balance, December 31, 2021		47,580
Granted		307,100
Vested		(15,873)
Outstanding - December 31, 2022		338,807	47,580
Vest or Expected to vest -December 31, 2022		338,807
Weighted average Exercise price per Option
Balance, December 31, 2021		$ 2.49
Grants		7.63
Vested		3.05
Outstanding - December 31, 2022		7.15	$ 2.49
Vest or Expected to vest - December 31, 2022		$ 7.15
Weighted average remaining life and Aggregated Intrinsic value
Weighted average remaining life, Outstanding		2 years 2 months 19 days	2 years 8 months 19 days
Weighted average remaining life, Vest or Expected to vest		2 years 2 months 19 days
Aggregated Intrinsic value		$ 2,541	$ 114
Aggregated Intrinsic value, Vest or Expected to vest		$ 2,541
Mr.Ron Bentsur | RSUs
Number of shares under option
Granted	96,759
Dr.Enrique Poradosu | RSUs
Number of shares under option
Granted	48,399
Mr.Shay Shemesh | RSUs
Number of shares under option
Granted	48,399

SHARE BASED PAYMENTS - Share Co

SHARE BASED PAYMENTS - Share Compensation Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
General and administrative expenses.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 0.8	$ 1
Research and development expenses.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 0.9	$ 0.9

NET LOSS PER SHARE (Details)

NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
NET LOSS PER SHARE
Loss attributable to common stockholders	$ (19,085)	$ (12,890)
Basic net loss per common share	$ (1.51)	$ (3.02)
Diluted net loss per common share	$ (1.51)	$ (3.02)
Basic weighted average of common share outstanding	12,657,651	4,268,285
Diluted Weighted average of common share outstanding	12,657,651	4,268,285

INCOME TAXES - Tax rates (Detai

INCOME TAXES - Tax rates (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
INCOME TAXES
U S Tax rate	26.90%	26.90%
Federal tax rate	21%	21%
State tax rate	5.90%	5.90%

INCOME TAXES - Corporate Taxati

INCOME TAXES - Corporate Taxation US (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
INCOME TAXES
Tax loss carry forward	$ 23	$ 9.3

INCOME TAXES - Deferred Taxes (

INCOME TAXES - Deferred Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax asset
Net operating loss carry forward	$ 6,120	$ 2,500
Share Compensation	969	510
Research and Development credits	52	26
Accruals and reserves	1,432	435
Total deferred tax assets	8,573	3,471
Valuation allowance	$ (8,573)	$ (3,471)	$ (10)

INCOME TAXES - Valuation allowa

INCOME TAXES - Valuation allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
INCOME TAXES
Balance at beginning of the year	$ 3,471	$ 10
Additions to valuation allowance	5,102	3,461
Balance at end of the year	$ 8,573	$ 3,471

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent events $ in Thousands	Feb. 14, 2023 USD ($) shares
February 2022 Warrants
Subsequent Event [Line Items]
Warrant exercised | shares	105,920
Proceeds from warrant exercises | $	$ 660
Preferred Investment Options [Member]
Subsequent Event [Line Items]
Warrant exercised | shares	4,000
Proceeds from warrant exercises | $	$ 39