Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Information Line Items | |
Entity Registrant Name | Beamr Imaging Ltd. |
Trading Symbol | BMR |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 10,932,896 |
Amendment Flag | false |
Entity Central Index Key | 0001899005 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | true |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-41523 |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Address Line One | 10 HaManofim Street |
Entity Address, Address Line Two | Herzeliya |
Entity Address, Postal Zip Code | 4672561 |
Entity Address, City or Town | Israel |
Entity Address, Country | IL |
Contact Personnel Name | Sharon CarmelChief Executive Officer |
Title of 12(b) Security | Ordinary shares, par value NIS 0.05 per share |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Accounting Standard | U.S. GAAP |
Auditor Firm ID | 1375 |
Auditor Name | Fahn Kanne & Co. Grant Thornton Israel |
Auditor Location | Tel Aviv, Israel |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 10 HaManofim Street |
Entity Address, Address Line Two | Herzeliya |
Entity Address, Postal Zip Code | 4672561 |
Entity Address, City or Town | Israel |
Entity Address, Country | IL |
Local Phone Number | 520-8735 |
City Area Code | 1-888 |
Contact Personnel Name | Sharon CarmelChief Executive Officer |
Contact Personnel Email Address | sharon@beamr.com |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 693 | $ 1,028 |
Trade receivables | 581 | 891 |
Other current assets | 64 | 66 |
Total current assets | 1,338 | 1,985 |
Non-current assets: | ||
Deferred offering costs | 313 | 215 |
Property and equipment, net | 15 | 21 |
Intangible assets, net | 67 | 87 |
Goodwill | 4,379 | 4,379 |
Total non-current assets | 4,774 | 4,702 |
Total assets | 6,112 | 6,687 |
Current liabilities: | ||
Current maturities of loans, net | 330 | 508 |
Account payables | 33 | 27 |
Deferred revenues | 31 | 33 |
Liability from related party, net | 126 | 345 |
Other current liabilities | 425 | 500 |
Total current liabilities | 945 | 1,413 |
Non-current liabilities: | ||
Loans, net of current maturities | 387 | |
Liability from related party, net | 262 | |
Derivative warrants liability | 138 | 50 |
Convertible advanced investments | 4,840 | 4,770 |
Total non-current liabilities | 5,627 | 4,820 |
Commitments and contingent liabilities | ||
Shareholders’ equity (deficit): | ||
Ordinary Shares of NIS 0.05 par value each: Authorized: 14,307,116 and 14,316,880 shares at December 31, 2022 and 2021, respectively; Issued and outstanding: 2,578,760 shares at December 31, 2022 and 2021 | 51 | 51 |
Convertible Ordinary 1 and 2 Shares of NIS 0.05 par value each: Authorized: 1,496,880 shares at December 31, 2022 and 2021; Issued and outstanding: 1,496,880 shares at December 31, 2022 and 2021 | 5 | 5 |
Convertible Preferred Shares of NIS 0.05 par value each: Authorized: 6,196,004 and 6,186,240 shares at December 31, 2022 and 2021, respectively; Issued and outstanding: 5,714,400 shares at December 31, 2022 and 2021 | 78 | 78 |
Additional paid-in capital | 30,375 | 30,041 |
Accumulated deficit | (30,969) | (29,721) |
Total shareholders’ equity (deficit) | (460) | 454 |
Total liabilities and shareholders’ equity (deficit) | $ 6,112 | $ 6,687 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - ₪ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Convertible preferred shares, par value (in New Shekels per share) | ₪ 0.05 | ₪ 0.05 |
Convertible preferred shares, authorized | 6,196,004 | 6,186,240 |
Convertible preferred shares, issued | 5,714,400 | 5,714,400 |
Convertible preferred shares, outstanding | 5,714,400 | 5,714,400 |
Ordinary shares | ||
Ordinary shares, par value (in New Shekels per share) | ₪ 0.05 | ₪ 0.05 |
Ordinary shares, authorized | 14,307,116 | 14,316,880 |
Ordinary shares, issued | 2,578,760 | 2,578,760 |
Ordinary shares, outstanding | 2,578,760 | 2,578,760 |
Convertible Ordinary 1 and 2 shares | ||
Ordinary shares, par value (in New Shekels per share) | ₪ 0.05 | ₪ 0.05 |
Ordinary shares, authorized | 1,496,880 | 1,496,880 |
Ordinary shares, issued | 1,496,880 | 1,496,880 |
Ordinary shares, outstanding | 1,496,880 | 1,496,880 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenues | $ 2,863 | $ 3,300 | $ 3,176 |
Cost of revenues | (98) | (90) | (94) |
Gross profit | 2,765 | 3,210 | 3,082 |
Research and development expenses | (2,063) | (2,032) | (2,727) |
Sales and marketing expenses | (905) | (959) | (1,371) |
General and administrative expenses | (828) | (773) | (671) |
Other income | 129 | 20 | |
Operating loss | (1,031) | (425) | (1,667) |
Financing expenses, net | (165) | (475) | (697) |
Loss before taxes on income | (1,196) | (900) | (2,364) |
Taxes on income | (52) | (52) | (95) |
Net loss and comprehensive loss for the year | $ (1,248) | $ (952) | $ (2,459) |
Basic and diluted net loss per share (in Dollars per share) | $ (0.48) | $ (0.37) | $ (0.96) |
Weighted average number of Ordinary Shares used in computing basic and diluted net loss per share (in Shares) | 2,578,760 | 2,578,760 | 2,574,814 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Basic and diluted net loss per share (in Dollars per share) | $ (0.48) | $ (0.37) | $ (0.96) |
Weighted average number of Ordinary Shares used in computing diluted net loss per share | 2,578,760 | 2,578,760 | 2,574,814 |
onsolidated Statements of Chang
onsolidated Statements of Changes in Shareholders’ Equity (Deficit) - USD ($) $ in Thousands | Ordinary shares | Convertible Ordinary 1 and 2 shares | Convertible Preferred shares | Additional paid-in capital | Accumulated deficit | Total | |
Balance at Dec. 31, 2019 | $ 51 | $ 5 | $ 78 | $ 29,753 | $ (26,310) | $ 3,577 | |
Balance (in Shares) at Dec. 31, 2019 | 2,568,960 | 1,496,880 | 5,714,400 | ||||
Net loss for the year | (2,459) | (2,459) | |||||
Balance at Dec. 31, 2020 | $ 51 | $ 5 | $ 78 | 29,884 | (28,769) | 1,249 | |
Balance (in Shares) at Dec. 31, 2020 | 2,578,760 | 1,496,880 | 5,714,400 | ||||
Exercise of share options into Ordinary Shares (Note 12) | [1] | 11 | 11 | ||||
Exercise of share options into Ordinary Shares (Note 12) (in Shares) | 9,800 | ||||||
Share-based compensation (Note 12) | 120 | 120 | |||||
Share-based compensation (Note 12) (in Shares) | |||||||
Net loss for the year | (952) | (952) | |||||
Balance at Dec. 31, 2021 | $ 51 | $ 5 | $ 78 | 30,041 | (29,721) | 454 | |
Balance (in Shares) at Dec. 31, 2021 | 2,578,760 | 1,496,880 | 5,714,400 | ||||
Share-based compensation (Note 12) | 157 | 157 | |||||
Net loss for the year | (1,248) | (1,248) | |||||
Balance at Dec. 31, 2022 | $ 51 | $ 5 | $ 78 | 30,375 | (30,969) | (460) | |
Balance (in Shares) at Dec. 31, 2022 | 2,578,760 | 1,496,880 | 5,714,400 | ||||
Contribution to equity due to free interest loan from controlling shareholder (Note 14) | 112 | 112 | |||||
Share-based compensation (Note 12) | $ 222 | $ 222 | |||||
[1]Representing an amount less than $1. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (1,248) | $ (952) | $ (2,459) |
Adjustments required to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 28 | 193 | 679 |
Share-based compensation (Note 12) | 222 | 157 | 120 |
Amortization of discount relating to straight loan received from commercial bank (Note 6) | 14 | 14 | 29 |
Exchange rate differences on straight loan received from commercial bank (Note 6) | (12) | ||
Amortization of discount relating to liability to related party (see Note 14) | 40 | ||
Change in the fair value of convertible advanced investments (Note 9) | 70 | 288 | 436 |
Capital gain from selling of property and equipment | (5) | ||
Capital loss from disposal of property and equipment | 6 | ||
Modification of terms of straight loan (Note 6A) | 90 | ||
Forgiveness of loan under paycheck protection program notes (Note 6B) | (129) | ||
Decrease (increase) in trade receivables | 310 | 704 | (113) |
Decrease (increase) in other current assets | 2 | (26) | 366 |
Increase (decrease) in account payables | 6 | 16 | (14) |
Increase (decrease) in deferred revenues | (2) | (32) | 31 |
Increase in liability from related party | 177 | 168 | |
Increase (decrease) in other current liabilities | (75) | 63 | (258) |
Net cash provided by (used in) operating activities | (645) | 569 | (1,020) |
Cash flows from investing activities: | |||
Purchase of property and equipment | (2) | (4) | (7) |
Selling of property and equipment | 8 | ||
Net cash provided by (used in) investing activities | (2) | (4) | 1 |
Cash flows from financing activities: | |||
Deferred offering costs (Note 2F) | (98) | (215) | |
Proceeds received from issuance of convertible advanced investments (Note 9) | 560 | ||
Proceeds received from paycheck protection program note (Note 6B) | 54 | 75 | |
Repayment of principal relating to straight loan received from commercial bank (Note 6) | (582) | (500) | (504) |
Repayment of Facility Fee relating to straight loan received from commercial bank (Note 6) | (10) | (40) | |
Proceeds from issuance of unit consist of straight loan and warrant granted to commercial bank, net (Note 6C) | 887 | ||
Proceeds from loan received from related party | 115 | ||
Proceeds received from exercise of share options into Ordinary Shares (Note 12) | 11 | ||
Net cash provided by (used in) financing activities | 312 | (141) | (418) |
Change in cash, cash equivalents | (335) | 424 | (1,437) |
Cash, cash equivalents at beginning of year | 1,028 | 604 | 2,041 |
Cash, cash equivalents at end of year | 693 | 1,028 | 604 |
Non-cash financing activities: | |||
Contribution to equity due to free interest loan from controlling shareholder (Note 14) | 112 | ||
Supplemental disclosure of cash flow information: | |||
Interest paid | (77) | (90) | (91) |
Taxes paid | $ (54) | $ (49) | $ (99) |
General
General | 12 Months Ended |
Dec. 31, 2022 | |
General [Abstract] | |
GENERAL | NOTE 1 - GENERAL A. Operations Beamr Imaging Ltd. (the “Company” or “Beamr”) was incorporated on October 1, 2009 under the laws of the State of Israel and it engages in the development of optimization technologies for video and photo compression. B. Foreign operations 1. Beamr Inc. In 2012, the Company incorporated a wholly-owned U.S. subsidiary, Beamr Inc. (“Beamr Inc.”), for the purpose of reselling the Company’s software and products in the U.S. and Canadian markets. 2. Beamr Imaging RU LLC In 2016, the Company incorporated a wholly-owned Russian limited partnership, Beamr Imaging RU LLC, (“Beamr Imaging RU”) for the purpose of conducting research and development services to the Company. The Company and its subsidiaries, Beamr Inc. and Beamr Imaging RU, are collectively referred to as the “Group”. C. Liquidity and capital resources The Company has devoted substantially all of its efforts to research and development, the commercialization of its software and products and raising capital for such purposes. The development and commercialization of the Company’s software and products are expected to require substantial further expenditures. To date, the Company has not yet generated sufficient revenues from operations to support its activities, and therefore it is dependent upon external sources for financing its operations. In 2022, the Company had net losses of $1,248. As of December 31, 2022, the Company had an accumulated deficit of $30,969. The Company plans to finance its operations through the sales of equity (including the Company’s Initial Public Offering (IPO) of its ordinary shares, par value NIS 0.05 per share, of the Company (the “Ordinary Shares”) that closed in March 2023) and to the extent available, refinancing of liabilities on a long-term basis and through revenues from sales of its software, products and related services. In addition, the Company has recently commenced collaborating with a strategic partner in development of the Company’s next generation product, the Beamr HW-Accelerated Content Adaptive Encoding, which is expected to allow the Company to potentially access new customers and new markets with relatively low sales investment. During the year ended December 31, 2020, the Company raised net amounts of $75 and $11 through the paycheck protection program and exercise of share options into Ordinary Shares, respectively (see also Note 6B and Note 12, respectively). During the year ended December 31, 2021, the Company raised net amounts of $54 and $560 through the paycheck protection program and issuance of convertible advanced investment, respectively (see also Note 6B and Note 9, respectively). During the year ended December 31, 2022, the Company raised net amounts of $887 through a Funding Agreement with IBI Spikes Ltd (see also Note 6C). Management has considered the significance of such conditions in relation to the Company’s ability to meet its current obligations and to achieve its business targets and determined that these conditions are not raising substantial doubt about the Company’s ability to continue as a going concern taking into consideration, among others (i) an agreement from February 2022 with the Company’s founder and significant shareholder (the “Founder”) under which the Company’s outstanding current liability towards an entity controlled by the Founder (the “Service Provider”), as noted in Note 14, will be paid in 18 equal installments pending availability of sufficient liquidity funds and (ii) the execution of a definitive agreement (the “Definitive Agreement”) with another commercial bank for receiving straight loan and issuance of warrants, as noted in Note 6C. As of December 31, 2022, it was agreed to extend the term of liability to the Service Provider (including with respect to amount relating to services provided to the Company by the Service Provider throughout fiscal year ended December 31, 2022). On February 27, 2023, the Company announced the pricing of its initial public offering of 1,950,000 Ordinary Shares at a public offering price of $4.00 per share, for aggregate gross proceeds of $7,800 prior to deducting underwriting discounts and other offering expenses. For additional information, see also Note 17. D. The impact of COVID-19 During the year ended December 31, 2022, there were no material adverse impacts on the consolidated financial statements. The duration, scope and effects of the ongoing COVID-19 pandemic, government and other third-party responses to it, the related macroeconomic effects, and the extent of its impact on the Company’s operational and financial performance will depend on future developments. As events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may change in future periods. E. The impact of the Russian Invasion of Ukraine On February 24, 2022, Russia invaded Ukraine. The Company has an operation in Russia through its wholly-owned subsidiary, Beamr Imaging RU. The Company undertakes some of its software development and design, quality assurance and support in Russia using personnel located there. While most of the Company’s developers are located in Russia, its research and development leadership are all located in Israel. The Company has no manufacturing operations in Russia, and the Company does not sell any products in Russia. The Company constantly evaluates its activities in Russia and currently believes there was no significant impact on its activities. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). A. Use of estimates in the preparation of financial statements The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions include (i) revenues recognition; (ii) identification of and measurement of financial instruments in funding transactions; (iii) recoverability of the Company’s goodwill upon subsequent periods (iv) measurement of fair value of equity awards and (v) evaluation of going concern. B. Functional currency The functional currency of the Company and all of its subsidiaries all of which are primarily a direct and integral component of the Company’s operation is the US dollar (“$” or “dollar”), as the dollar is the primary currency of the economic environment in which the Company and its subsidiaries have operated (which is the currency of the environment in which an entity primarily generates cash) and expects to continue to operate in the foreseeable future. In accordance with ASC 830, “Foreign Currency Matters”, balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the consolidated Statement of Operations and Comprehensive Loss, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions are presented within financing income or expenses. C. Principles of Consolidation The consolidated financial statements include the accounts of the Group. Intercompany transactions and balances have been eliminated upon consolidation. D. Cash and cash equivalents Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use and that are readily convertible to cash with maturities of three months or less as of the date acquired. E. Research and development expenses Research and development expenses are charged to operations, as incurred. ASC 985-20, “Software - Costs of Computer Software to be Sold, Leased or Otherwise Marketed”, requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. In accordance with ASC 985-20, capitalization ceases when the related product is available for general release to customers. Costs of maintenance and customer support are charged to expenses, as incurred. Based on the Company’s product development process, technological feasibility is established upon completion of a working model. Costs incurred by the Company between completion of the working models and the point at which the products are ready for general release have been insignificant. Therefore, all research and development costs have been expensed. F. Deferred offering costs Prior to the effective date of an offering of equity securities, specific incremental costs directly (i.e. accounting, consulting, legal and printing fees) attributable to a proposed or actual offering of securities are deferred and charged against the gross proceeds of the offering, unless the offering of equity securities has been delayed but is currently in process, under which such specific incremental and direct costs are charged immediately to operations. As of December 31, 2022, the Company deferred specific incremental costs directly attributable to offering of securities through its IPO that closed in March 2023 in total amount of $313, which was classified as non-current asset in the Company’s Consolidated Balance Sheet. G. Goodwill and Intangible Assets Goodwill is the amount by which the purchase price of acquired net assets in a business combination exceeded the fair values of the net identifiable assets on the date of acquisition. Goodwill is not amortized but evaluated for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The provisions of ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”) require that the impairment test be performed on goodwill at the level of the reporting unit. As required by ASC 350, the Company chooses either to perform a qualitative assessment whether a goodwill impairment test is necessary or proceeds directly to the goodwill impairment test. Such determination is made for each reporting unit on a stand-alone basis. The qualitative assessment includes various factors such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, earnings multiples, gross margin and cash flows from operating activities and other relevant factors. When the Company chooses to perform a qualitative assessment and determines that it is more likely than not (more than 50 percent likelihood) that the fair value of the reporting unit is less than its carrying value, then the Company proceeds to the goodwill impairment test. If the Company determines otherwise, no further evaluation is necessary. When the Company decides or is required to perform the quantitative goodwill impairment test, the Company compares the fair value of the reporting unit to its carrying value and an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any. The Company determined that its operations represent a single reporting unit. The Company determines the fair value of its reporting unit by using the income approach, which utilizes a discounted cash flow model, as it believes that this approach best approximates the reporting unit’s fair value. Judgments and assumptions related to revenue, operating income, future short-term and long-term growth rates, weighted average cost of capital, interest, capital expenditures, cash flows, and market conditions are inherent in developing the discounted cash flow model. The Company considers historical rates and current market conditions when determining the discount and growth rates to use in its analyses. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges for its goodwill. As of December 31, 2022 and 2021, the Company has performed the annual impairment test and has determined that impairment loss is not required to be recognized. Finite lived intangible assets acquired in business combinations, which include technology, customer relationships and trade names, are initially recorded at fair value. They are amortized on a straight-line basis over their estimated useful lives. The intangible asset lives have been determined based upon the anticipated period over which the Company will derive future cash flows from the intangible assets. The Company has considered the effects of legal, regulatory, contractual, competitive, and other economic factors in determining these useful lives. Recoverability of these assets is assessed when triggering events have occurred that may give rise to an impairment loss and is determined by a comparison of the carrying amount of the asset to the future undiscounted net cash flows expected to be generated by the asset. When it is determined that the carrying value of the asset is not recoverable, the asset is written down to its estimated fair value. As a result of continued losses, the management performed an impairment test with respect to its intangible assets by maintaining an external valuation which utilized discounted cash flow model. Accordingly, certain assumptions and judgments were made to determine the discount rate as well as future cash flows of the Company. During the years ended December 31, 2022, 2021 and 2020, no impairment losses were identified through the impairment test. The lives used in computing straight-line amortization for financial reporting purposes are as follows: Rate of depreciation % Technology 20 Customer relationships 20 Trade names 10 H. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the consolidated Statements of Operations and Comprehensive Loss. The Company’s long-lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. To date, the Company has not incurred any impairment losses. The lives used in computing straight-line depreciation for financial reporting purposes are as follows: Rate of depreciation % Computers and peripheral equipment 33 Office furniture and equipment 7-15 I. Leases The Company entered into several non-cancelable lease agreements for offices for use in its operations, which are classified as operating leases (see below). The Company applies ASC Topic 842, Leases (“ASC 842”). Accordingly, the Company determines if an arrangement is a lease at inception. The Company’s assessment is based on: (i) whether the contract involves the use of an identified asset, (ii) whether the Company obtains the right to substantially all of the economic benefits from the use of the asset throughout the period of use, and (iii) whether the Company has the right to direct the use of the asset. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: (i) the lease transfers ownership of the asset by the end of the lease term, (ii) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (iii) the lease term is for a major part of the remaining useful life of the asset, (iv) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset, or (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of lease term. A lease is classified as an operating lease if it does not meet any one of these criteria. Since all the Company’s lease contracts for premises do not meet any of the criteria above, the Company concluded that all its lease contracts should be classified as operating leases. Right of Use (“ROU”) assets and liabilities are recognized on the commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate (“IBR”) based on the information available on the commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. Moreover, the ROU asset may also include initial direct costs, which are incremental costs of a lease that would not have been incurred if the lease had not been obtained. The Company uses the long-lived assets impairment guidance in ASC 360-10, “Property, Plant, and Equipment - Overall”, to determine whether a ROU asset is impaired, and if so, the amount of the impairment loss to recognize. Certain leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option. The Company also elected the short-term lease recognition exemption for all leases that qualify (leases with a term shorter than 12 months). For those leases, ROU assets or lease liabilities are not recognized and rent expense is recognized on a straight-line basis over the lease term. See also Note 10A for further discussion. J. Deferred income taxes The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowance in respect of deferred tax assets is provided for, if necessary, to reduce deferred tax assets is amounts more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its consolidated financial statements during the years ended December 31, 2022, 2021 and 2020 and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. K. Employees benefit plans The Company’s liability for severance pay to its Israeli employees is pursuant to Section 14 of the Israeli Severance Compensation Act, 1963 (“Section 14”), pursuant to which all the Company’s employees are included under Section 14, and are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in the employee’s name with insurance companies. Under Israeli employment law, payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance pay liabilities and deposits under Section 14 are not reflected in the balance sheets as the severance pay risks have been irrevocably transferred to the severance funds. All deposits required through December 31, 2022 have been made. L. Contingencies The Company and its subsidiaries may be involved in certain legal proceedings and certain business relationships that arise from time to time in the ordinary course of their business and in connection with certain agreements with third parties. Except for income tax contingencies, the Company applies the provisions of ASC Topic 450, Contingencies. Thus, the Company records accruals for contingencies to the extent that the management concludes that the occurrence is probable and that the related liabilities are estimable. Legal expenses associated with contingencies are expensed as incurred. M. Concentrations of credit risk and allowance for doubtful accounts Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade receivables as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in US Dollars and New Israeli Shekels (NIS), are deposited with major banks in Israel, U.S. and Russian Federation. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. Most of the Company’s sales are mainly derived from sales to a diverse set of customers located primarily in the United States. Management periodically evaluates the collectability of the trade receivables to determine the amounts that are doubtful of collection and determine a proper allowance for doubtful accounts, as described below. Accordingly, management believes that the Company’s trade receivables do not represent a substantial concentration of credit risk. The Company extends credit to customers in the normal course of business and does not require collateral or any other security to support amounts due. Management performs ongoing credit evaluations of its customers. The allowance for doubtful accounts is determined with respect to amounts the Group has determined to be doubtful of collection. In determining the allowance for doubtful accounts, the Company considers, among other things, its past experience with customers, the length of time that the balance is past due, the customer’s current ability to pay and available information about the credit risk on such customers. Provisions for the allowance for doubtful accounts are recorded under general and administrative expenses in the consolidated Statements of Operations and Comprehensive Loss. During the years ended December 31, 2022, 2021 and 2020, the Company has not recorded allowance in respect of accounts receivable. N. Revenue recognition The Company recognizes revenues in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”) under which the Company determines revenue recognition through the following five steps: ◾ Identification of the contract, or contracts, with a customer; ◾ Identification of the performance obligations in the contract; ◾ Determination of the transaction price; ◾ Allocation of the transaction price to the performance obligations in the contract; and ◾ Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company enters into contracts that mostly include software and software related services (i.e. Post-Contract Customer Support (“PCS”)), which are generally capable as being distinct from each other and accounted for as separate performance obligations. The Company derives its revenues from licensing the rights to use its software for a limited term (mainly for a period of one to three years) or on a perpetual basis for enterprises that incorporate the Company’s perpetual license in their own products delivered to end users and for the Company’s products sold to thousands private consumers, as applicable to each contract, and from, provision of related maintenance and technical support. The Company sells its products through direct sales force and indirectly through distributors and consumer platforms. Revenues are recognized when control of the promised goods or services are transferred to the customers, in an amount that reflects the consideration that the company expects to receive in exchange for those goods or services. However, when the consideration for the license is based on sales of the related customer, the company applies the provisions of ASC 606 with respect to sales-based or usage-based royalties promised in exchange for a license of intellectual property and recognizes revenues only when the underlying sales occur, as long as this approach does not result in the acceleration of revenue ahead of the company’s performance. Under ASC 606, an entity recognizes revenue when or as it satisfies a performance obligation by transferring software license (either timely-based or perpetual) or software related services to the customer, either at a point in time or over time. The Company recognizes its revenues from software sales at a point in time upon delivery of its software license. The software license is considered a distinct performance obligation, as the customer can benefit from the software on its own. The Company’s revenues from PCS are derived from annual maintenance providing for unspecified upgrades on a when-and-if-available basis. The right for an unspecified upgrade for the version acquired by the customer and enhancements on a when-and-if-available basis that do not specify the features, functionality and release date of future product enhancements for the customer to know what will be made available and the general timeframe in which it will be delivered. The Company considers the PCS performance obligation as a distinct performance obligation that is satisfied over time and recognized on a straight-line basis over the contractual period (mainly over a period of one year either for timely-based license or for perpetual license). As the Company bundles software licenses (either time-based or perpetual) together with PCS, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Since the Company does not sell PCS on a stand-alone basis and due to the fact that these services are usually involved with limited customer support, mainly based on several hours of technical support per contract (as management believes the technology and products covered under the software license component are mature and fully functional), the standalone selling prices of the PCS are determined based on the expected cost plus a margin (“cost-plus approach”) based on estimation of direct fulfillment cost (an hourly service) and a reasonable margin. Such estimate is also corroborated with the price that the company would have to pay to a third-party service provider for a similar support service. The stand-alone selling price of the software licenses (either timely-based or perpetual) is estimated by management based on adjusted market assessment approach which represents management estimation of the price that a customer in the market will be willing to pay for such license on a stand-alone basis (i.e. without any PCS). Due to the fact that the PCS services are usually involved with limited customer support, mainly based on several hours of technical support per contract, the transaction price allocated to the PCS is considered insignificant. Consequently, most of the transaction price is allocated to the software licenses as management believes the technology and products covered under the software license component are mature and fully functional. During the reported periods, costs to obtain contracts were in an insignificant amount. The Company does not grant a right of return to its customers. When product delivered to the customer is subject to evaluation, the Company defers revenue until evaluation is completed subject to formal selling agreement with the customer, at which time revenue is recognized provided that all other revenue recognition criteria are met. Commencing 2022, revenue is also derived from the traffic operations in the Google AdSense program, a web advertising platform, that the Company makes available on its websites. Google pays the Company on a cost-per-click basis. The Company recognizes as revenue the fees paid to it by Google based on the volume of clicks through to Google AdSense advertisements. The Company receives payments from customers based upon contractual payment schedules. Trade receivables are recorded when right to consideration becomes unconditional, and an invoice is issued to the customer. Unbilled receivables include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. As of December 31, 2022 and 2021, unbilled receivables balance amounted to $35 and $29, respectively, and are included within trade receivables balance in the Company’s Consolidated Balance Sheets. As of December 31, 2022 and 2021, the Company had $31 and $33, respectively, of remaining performance obligations not yet satisfied or partly satisfied related to revenues (mostly PCS). Such amounts are presented as deferred revenues which are expected to be recognized as revenues during the next twelve months. See also Note 16 for further discussion related to disaggregation of revenues. O. Fair Value Measurements The Company measures and discloses fair value in accordance with the ASC 820, “Fair Value Measurements and Disclosures” which defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions there exists a three-tier fair-value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 - unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Level 2 - pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3 - pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Level 3 inputs are considered as the lowest priority within the fair value hierarchy. The valuation of certain financial instruments classified under fair value through profit or loss category and the fair value of reporting units for purposes of goodwill impairment analysis, fall under this category. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The fair value of cash and cash equivalents is based on its demand value, which is equal to its carrying value. Additionally, the carrying value of all other short-term monetary assets and liabilities are estimated to be equal to their fair value due to the short-term nature of these instruments. P. Convertible Ordinary 1 and 2 Shares and Preferred Shares The Convertible Ordinary 1 and 2 Shares and Convertible Preferred Shares are not subject to redemption feature upon any events that are considered not solely within the control of the Company. In addition, upon occurrence of liquidation event, as defined in the Company’s Articles of Association, all holders of the Ordinary Shares, Convertible Ordinary 1 and 2 Shares and Convertible Preferred Shares will be entitled to receive the same form of consideration. Thus, the Company classifies its Convertible Ordinary 1 and 2 Shares and Convertible Preferred Shares as part of permanent equity. Q. Allocation of proceeds and related issuance costs When multiple instruments are issued in a single transaction (package issuance), the total net proceeds from the transaction are allocated among the individual freestanding instruments identified. The allocation occurs after identifying all the freestanding instruments and the subsequent measurement basis for those instruments. Financial instruments that are required to be subsequently measured at fair value (such as derivative warrants liability) are measured at fair value and the remaining consideration is allocated to other financial instruments that are not required to be subsequently measured at fair value (i.e. straight loan), based on the relative fair value basis for such instruments. The allocation of issuance costs to freestanding instruments was based on an approach that is consistent with the allocation of the proceeds, as described above. Issuance costs allocated to the derivative warrant liability were immediately expensed. Issuance costs allocated to straight loan are recorded as a discount of the straight loan and accreted over the contractual term of straight loan up to face value of such loans using the effective interest method. R. Warrants Certain warrants that were issued to a commercial bank as part of entering into a straight loan and to seller through transaction in which certain identified intangible assets have been purchased are classified as a component of permanent equity since they are freestanding financial instruments that are legally detachable and separately exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of Ordinary Shares upon exercise for a fixed exercise price and thus, are considered as indexed to the Company’s own shares. In addition, the warrants must require physical settlement and may not provide any guarantee of value or return. As such warrants were issued together with financial instruments that are not subsequently measured at fair value the warrants were measured based on allocation of the proceeds received by the Company in accordance with the relative fair value basis. When applicable, direct issuance expenses that were allocated to such warrants were deducted from additional paid-in capital. Commencing January 1, 2018 and following the early adoption of ASU 2017-11, “Earnings Per Share” (ASU 2017-11), the Company disregards the down round feature when assessing whether an instrument is indexed to its own shares, for purposes of determining liability or equity classification. Based on its evaluation, management has determined that certain warrants with down-round protection are eligible for equity classification. In accordance with the provisions of ASU 2017-11, upon the occurrence of an event that triggers down round protection (i.e., when the exercise price of the warrants is adjusted downward because of the down round feature), the effect is accounted for as a deemed dividend and as a reduction of income available to common shareholders for purposes of basic earnings per share (EPS) calculation. However, during the reported periods there were no events that trigger a down round protection. S. Derivative Warrants Liability Certain warrants that were granted by the Company for commercial bank through funding transaction entitle the bank to exercise the warrants for a variable number of shares and/or for a variable exercise price and thus the fixed-for-fixed criteria is not met. Accordingly, the warrants were classified as a non-current liability according to the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”). The Company accounted for these warrants as a financial derivative liability measured upon initial recognition and on subsequent periods at fair value by using the Hybrid Method by combining the OPM and an IPO scenario. The fair value of the aforesaid warrants derivative liability is estimated using the Black-Scholes Model which requires inputs such as the expected term of the warrants, share price volatility and risk-free interest rate. These assumptions are reviewed on a regular basis and changes in the estimated fair value of the outstanding warrants are recognized each reporting period as part of the “Financing (income) expenses, net” line in the consolidated statements of operations and comprehensive loss, until such warrants are exercised or expired. When |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Other Current Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 3 - OTHER CURRENT ASSETS As of 2022 2021 Prepaid expenses $ 32 $ 33 Government authorities 15 22 Others 17 11 $ 64 $ 66 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 - PROPERTY AND EQUIPMENT, NET As of 2022 2021 Computers and peripheral equipment $ 95 $ 93 Office furniture and equipment 42 42 137 135 Less - accumulated depreciation (122 ) (114 ) Total property and equipment, net $ 15 $ 21 During the years ended December 31, 2022, 2021 and 2020, total depreciation expenses were $8, $16 and $32, respectively. |
Intangible Assets, Net and Good
Intangible Assets, Net and Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net and Goodwill [Abstract] | |
INTANGIBLE ASSETS, NET AND GOODWILL | NOTE 5 - INTANGIBLE ASSETS, NET AND GOODWILL As of 2022 2021 Carrying amount: Technology $ 2,007 $ 2,007 Customer relationships 1,127 1,127 Trade names 201 201 $ 3,335 $ 3,335 Accumulated amortization: Technology $ 2,007 $ 2,007 Customer relationships 1,127 1,127 Trade names 134 114 3,268 3,248 Intangible assets, net $ 67 $ 87 During the years ended December 31, 2022, 2021 and 2020, total amortization expenses were $20, $177 and $647, respectively. As of December 31, 2022, the estimated future amortization expense of intangible assets is as follows: 2023 $ 20 2024-2026 47 $ 67 As of December 31, 2022 and 2021, the Company performed an annual impairment analysis with respect to goodwill and due to continued losses, an impairment analysis was performed also with respect to the remaining balance of intangible assets. The analysis was based on valuation performed by management using the assistance of third-party appraiser by using the income approach. The significant assumptions used for the assessment were a discount rate of 25.3% and 25.5% as of December 31, 2022 and 2021, respectively, and long-term growth rate of 3% as of December 31, 2022 and 2021. The measurement was classified at level 3 in the fair value hierarchy whereby it was determined that impairment is not required to be recognized with respect to goodwill or intangible assets as of December 31, 2022 and 2021. |
Loans, Net
Loans, Net | 12 Months Ended |
Dec. 31, 2022 | |
Loans, Net [Abstract] | |
LOANS, NET | NOTE 6 - LOANS, NET A. Loan and Security Agreements with Silicon Valley Bank 1. On February 19, 2017, the Company and Beamr Inc. entered into a Loan and Security Agreement (the “2017 Loan Agreement”) with Silicon Valley Bank (the “SVB”), under which the Company had a right to borrow from SVB up to $3,000 bearing interest at a floating per annum rate equal to the Wall Street Journal Prime Rate plus 3.5% (upon occurrence of ’default event’ as defined in the 2017 Loan Agreement, the Aggregate Loan Principal Amount shall bear interest at a rate per annum which is 5% above the rate that is otherwise applicable thereto) which shall be payable monthly. In June 2018, the Company drew down a cash amount in the aggregate principal amount of $3,000 (the “Loan”) payable in 36 equal installments on a monthly basis commencing the following month after drawing down. The Loan is sometimes referred to herein as a “straight loan”. In connection with the execution of the 2017 Loan Agreement, the Company issued to SVB a warrant to purchase over a period of 15-years from the issuance date of the warrant (i) 41,040 Series C Convertible Preferred Shares at an exercise price of $5.12 per share or (ii) 41,040 shares to be issued in the ‘next round’ (as defined in the Agreement) at an exercise price equal to the lowest price per share at which the Company will sell and issue shares of the Next Round Shares (the “2017 Warrant”). Upon initial recognition, the management by assistance of third-party appraiser allocated the net cash proceeds received based on the relative fair value of the Loan and the detachable 2017 Warrant in total amount of $2,875 and $125, respectively. The amount allocated to the 2017 Warrant was classified as a component of permanent equity (as their terms permit the holder to receive a fixed number of Ordinary Shares upon exercise for a fixed exercise price) and the same amount was presented as a discount of the loan component. In subsequent periods, the Loan is accounted for using the effective interest method over the Loan term, until its stated maturity. Consequently, the Company recorded expenses amounting to $12 and $59 related to amortization of discount and interest expenses of the Loan under finance expenses line in the consolidated Statement of Operations and Comprehensive Loss for the years ended December 31, 2022 and 2021, respectively. To secure its obligations under the 2017 Loan Agreement, the Company provided a fixed and floating collateral on all its assets (including its intellectual property). On April 15, 2020, the Company entered into deferral agreement with SVB in connection with the 2017 Loan Agreement under which the original monthly repayment date for the remaining principal due from May 2020 to October 2020 was extended by a period of six months commencing November 2020. However, management has determined that such modification of terms does not represent extinguishment of the original Loan, as the Loan before and after the modification was not considered as “substantially different” in accordance with the provisions of ASC 470-50. On April 29, 2021 (the “Deferral Effective Date”), the Company entered into a second deferral agreement in connection with the straight loan made under the 2017 Loan Agreement with SVB, under which it was agreed that the original monthly repayment dates for the remaining balance of the principal due from May 2021 to October 2021 (amounting to $667 as of that date) shall be extended by a period of six months commencing November 2021. In consideration, the Company was required to (i) pay SVB a deferral facility fee equal to $50 which shall be fully earned at the Deferral Effective Date, and payable in 10 monthly equal installments over the period commencing April 29, 2021 through January 29, 2022 (the “Facility Fee”); (ii) reimburse SVB for all reasonable legal fees and expenses incurred in connection with the Deferral Agreement and (iii) issue SVB warrants to purchase 9,764 shares (the “2021 Warrant”) at an exercise price of $5.12 per share (subject to standard adjustments) over a period of 15-years at SVB’s discretion into either to Series C Convertible Preferred Shares or class of securities sold and issued by the Company in the next equity financing round (as determined in accordance with the warrant agreement for the 2021 Warrant (the “Warrant Agreement”)) . If SVB exercises the 2021 Warrant and the Warrant Value (as defined in and determined in the Warrant Agreement) will be lower than an amount of $50 (the “Minimum Value”), then immediately following such exercise, the Company shall pay SVB an amount in cash equal to the difference between the Minimum Value and Warrant Value. The 2021 Warrant was issued on April 29, 2021. 1. (Cont.) Upon the modification of the terms under the 2017 Loan Agreement, the Company has considered the provisions of ASC 470-50 “Debt - Modification or Extinguishment” (“ASC 470-50”), and based on such assessment, management has determined by using the assistance of a third-party appraiser that the fair value of the modified loan (including the Facility Fee) plus the fair value of the 2021 Warrant granted are considered as substantially different than the fair value of the original straight loan prior to the modification date. As per the provisions of ASC 470-50, it was determined that the modification represents an extinguishment of the original straight loan. Accordingly, the Company derecognized the remaining balance of the original straight loan in the total amount of $672 and recorded an amount of $712 which represented the fair value of the modified loan (including the Facility Fee) and the fair value of the issued 2021 Warrant in a total amount of $50 as non-current financial liability as their terms permit the holders to receive a variable number of Ordinary Shares upon exercise and as such, the 2021 Warrant is subject to a minimum fair value mechanism. Changes in the estimated fair value of the 2021 Warrant are recognized each reporting period under Financing Expenses, net in the consolidated Statement of Operations and Comprehensive Loss, until the 2021 Warrant is exercised or expired, as earlier. See also Note 8. In June 2022, the Loan was fully repaid. 2. On February 17, 2022, the Company entered into a Loan and Securities Agreement (the “2022 Loan Agreement”) with SVB, according to which commencing as of August 1, 2022 through December 31, 2022, SVB may, in its sole discretion in each instance, pursuant to the Company’s request, finance specific eligible accounts receivables of the Company, as determined in the 2022 Loan Agreement, in a total amount equal to the face amount of the eligible account multiplied by a rate of 80%, subject to reduction by SVB in its discretion (the “Advance”), provided that the aggregate amount of all outstanding Advances shall not exceed the lesser of (i) an aggregate principal amount equal to $350, the (“Revolving Line”), or (ii) 80% of all eligible accounts minus the sum of all outstanding principal amounts of any Advances, subject to reduction by SVB in its discretion. The outstanding principal amount of any Advance shall accrue interest at a floating rate per annum equal to the greater of (i) 8.25% and (ii) a floating per annum rate equal to the Wall Street Journal Prime Rate plus 5% (upon occurrence of a ‘default event’ as defined in the 2022 Loan Agreement, the aggregate loan principal amount shall bear interest at a rate per annum which is 5% above the rate that is otherwise applicable thereto). Interest on the principal amount of each Advance will be payable in monthly arrears (i) on each the last day of each month and (ii) on December 31, 2022 (the “Revolving Line Maturity Date”). The security interest granted in the 2022 Loan Agreement shall at all times continue to be a first priority preferred security interest in the collateral and a first priority fixed and floating charges. Upon making of the initial Advance, the Company agreed to issue to SVB a warrant to purchase (i) 4,785 Series C Convertible Preferred Shares, or (ii) Ordinary Shares in the event that the Company has listed its securities for trading on Nasdaq, or (iii) upon SVB’s written irrevocable election in its sole discretion, the same class and series, or other designation, of convertible preferred share or other senior equity security sold and issued by the Company in the next equity financing over a 15-years period commencing the issuance date of such warrant, at an exercise price of $5.12 per share, provided that if the class is the next equity financing securities, then the exercise price shall be the lowest price per share for which next equity financing securities are sold or issued by the Company. On July 26, 2022, the 2022 Loan Agreement was terminated, and all related collateral was released. B. Paycheck Protection Program Notes On May 7, 2020 and March 25, 2021, Beamr Inc. entered into separate Paycheck Protection Program Notes (the “PPP Notes”) with SVB under which Beamr Inc. borrowed amounts of $75 and $54, respectively, (in aggregate the “PPP Amount”). The PPP Amount bears interest of 1.0% per annum. Beamr Inc. was required make a monthly payment of principal and interest on the applicable PPP Amount, each monthly payment to be in equal amounts such that the applicable PPP Amount was fully amortized by the maturity date which was determined as 24 months from the date of the first PPP Note or 60 months from the date of the second PPP Note. At any time, Beamr Inc. was entitled to fully prepay the PPP Amount without payment of penalty or premium. The Company used the PPP Amount for qualifying expenses which may be forgiven if it is utilized for qualifying expenses as described in the CARES Act. In 2021, the PPP Amount was fully forgiven due to qualification for used expenses under the CARES Act and consequently the Company recorded an amount of $129 under other income in the consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2021. C. Funding Agreement with IBI Spikes Ltd. On July 7, 2022 (the “Effective Date”), the Company entered into the Definitive Agreement with IBI Spikes Ltd. (the “IBI”), according to which the Company received an amount of NIS 3.1 million (approximately $900) (the “IBI Loan”). The Company granted IBI a right to receive consecutive monthly repayments equal to Net Cash Receipts multiplied by the Royalty Rate, as both defined in the Definitive Agreement, until such time as IBI receives an amount equal to NIS 4,172,760 (approximately $1.2 million) (the “Repayment Amount”) with any amount on account of the Repayment Amount which remains outstanding on the 42nd month anniversary of the later of (i) the Closing Date, and (ii) the last payment provided by IBI (the “Final Repayment Date”) to be paid to IBI at such time. Notwithstanding the above, Company’s minimum annual payment during any Annual Calculation Period will not be less than the lower of (i) $330 and (ii) the outstanding Repayment Amount in recent year. The Company may repay the Repayment Amount at any time prior to the Final Repayment Date. If early repayment (such amount, the “Payment Amount”) occurs prior to 12-month anniversary date of the Effective Date, then, a 50% discount will be applied on the outstanding difference between the Repayment Amount and the Payment Amount (the “Rev-Share Amount”) component of the outstanding Repayment Amount; or if early repayment occurs after 12-month anniversary date of the Closing Date but before 18-month anniversary date of the Closing Date, then, a 35% discount will be applied on the outstanding Rev-Share Amount of the outstanding Repayment Amount (the “Early Repayment Amount”). In case the Company and/or its subsidiaries consummates a change of control, merger transaction, IPO (excluding an IPO on the Nasdaq Capital Market (the “Nasdaq”)) or sale of all or substantially all of assets (the “Exit Event”), the Company shall fully pay IBI the Repayment Amount or the Early Repayment Amount, as the case may be. The Company incurred non-refundable one-time fee of $13, reflecting 1.5% of the Payment Amount plus VAT. Upon making of the Payment Amount, the Company issued warrant to IBI to purchase 65,563 of (i) the most senior class of shares outstanding or (ii) Ordinary Shares in case of an exercise following to completion of an IPO transaction (the “Warrant Share”). The exercise price for each of the Warrant Share, shall be as follows: 1. If financing round in consideration for an aggregate investment of at least $10,000 (including the Investment Amount and any additional amount provided to the Company under any additional AIA) (the “Qualified Financing”) occurs within 12 months following the Effective Date consummates, the exercise price for each Warrant Share, will be the price per share in such Qualified Financing, less a 20% discount and the shares type upon conversion of the Warrant Share shall have the same rights and preferences as attached to the shares issued to the investors in such Qualified Financing. If transactions consummated in such closings are not on the same terms and conditions and/or involve the issuance of more than one type of Company’s securities, then, the shares type upon conversion of the Warrant Share shall have the most favorable terms of such closing. 2. If a Non-Qualified Financing occurs, IBI shall have the right but not the obligation to elect, by delivery of written notice to the Company no later than 30 days from the receipt of a written notice from the Company setting forth the terms and conditions of such Non-Qualified Financing, to determine that the exercise price for each Warrant Share, will be the price per share in such Non-Qualified Financing, less a 20% discount and the shares type upon conversion of the Warrant Share shall have the same rights and preferences as attached to the shares issued to the investors in such Non-Qualified Financing. If transactions consummated in such closings are not on the same terms and conditions and/or involve the issuance of more than one type of Company’s securities, then, the shares type upon conversion of the Warrant Share shall have the most favorable terms of such closing. 3. In the event the Company has not consummated (a Qualified Financing or an Realization Event (as defined in the Definitive Agreement) within period of 12 months of the Effective Date of the Definitive Agreement, IBI shall have the right but not the obligation to elect, by delivery of written notice to the Company no later than 30-days from the receipt of a written notice from the Company, to determine that the exercise price for each Warrant Share will be based on Company value of $62,500 divided by the then fully diluted number of Company shares and the shares type upon conversion of the Warrant Share shall have the same rights of the Company’s most senior class of shares then outstanding. 4. In the event of Realization Event, the exercise price for each Warrant Share will be the price per share in such Financing, less a 20% discount, and the shares type upon conversion of the Warrant Share shall have the Company’s Most Senior Shares, or Ordinary Shares in case the Realization Event is an IPO. Each Warrant Share is exercisable until the earlier of (a) M&A, (b) IPO, or (c) a 10-years period from the issuance date and shall be in customary form approved by IBI and shall contain standard and customary provisions. As the exercise price of the Warrant Share will be determined based on the occurrence of one of the aforesaid trigger events, the Warrant Share was accounted for as a derivative financial liability. (See note 8). Pursuant to the above, at the Effective Date, management by assistance of third-party appraiser allocated the IBI Loan to identified components as follows: As of Closing Date Derivative warrant liability (see Note 8) $ 78 Straight loan 822 Total gross consideration $ 900 Total incremental and direct debt costs of $1 and $12 were allocated to Warrant Share and straight loan, respectively, based on their relative value at the Effective Date. The portion of issuance costs allocated to Warrant Share was recognized immediately as finance expenses in the consolidated statements of operations and comprehensive loss and the portion of issuance costs allocated to straight loan was deducted from the principal amount. D. The following tabular presentation reflects the reconciliation of the carrying amount of the Company’s loans during the years ended December 31, 2022, 2021: Year ended December 31, 2022 2021 2020 Opening balance $ 508 $ 1,069 $ 1,469 Consideration received from PPP Note - 54 75 Net consideration received from IBI Loan 887 - - Recognition of fair value of derivative warrant liability (88 ) - - PPP Note forgiveness (see also Note 6B) - (129 ) - Amortization of discounts relating to straight loan (see also Note 13) 14 14 29 Accrued interest expenses relating to straight loan (see also Note 13) 77 45 91 Repayment of accrued interest relating to straight loan (77 ) (45 ) (91 ) Repayment of Facility Fee relating to straight loan (10 ) (40 ) - Repayment of principal relating to straight loans (582 ) (500 ) (504 ) Derecognition due to extinguishment of original straight loan - (672 ) - Recognition subsequent to substantial modification of terms - 712 - Exchange rate differences (12 ) - - Closing balance $ 717 $ 508 $ 1,069 E. Maturity dates of outstanding loans: As of 2022 2021 First year (current maturities) (*) $ 164 $ 508 Second year 288 - Third year 265 - Closing balance $ 717 $ 508 (*) As described in Note 6C above, the Company is required to repay each year a minimum amount of $330 with respect to Repayment Amount (principal and interest). |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Current Liabilities [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 7 - OTHER CURRENT LIABILITIES As of 2022 2021 Employees and payroll accruals $ 298 $ 341 Accrued expenses (*) 85 126 Government authorities 42 33 $ 425 $ 500 (*) Including accrued interest relating to straight loan amounted to $11 as of December 31, 2022. See also Note 13. |
Derivative Warrants Liabilities
Derivative Warrants Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Warrants Liabilities [Abstract] | |
DERIVATIVE WARRANTS LIABILITIES | NOTE 8 - DERIVATIVE WARRANTS LIABILITIES The following tabular presentation reflects the reconciliation of the fair value of derivative warrants liabilities during the years ended December 31, 2022, 2021 and 2020: Year ended December 31, 2022 2021 Opening balance $ 50 $ - Recognition of fair value of 2021 Warrant issued upon substantial modification of terms (see Note 6A1) - 50 Recognition of fair value of Warrant Share issued at Effective Date (see Note 6C) 88 - Closing balance $ 138 $ 50 The fair values of the 2021 Warrant and the Warrant Share were determined by the Company’s management with the assistance of an independent valuation firm by using the Hybrid Method by combining the OPM and an IPO scenario. Because there has been no public market for the Ordinary Shares, the Company’s management has determined fair value of the Ordinary Shares at the time of grant by considering several objective and subjective factors including data from other comparable companies, the lack of liquidity of share capital and general and industry specific economic outlook, amongst other factors. The fair value of the underlying Ordinary Shares shall be determined by management until such time as the Ordinary Shares are listed on an established stock exchange, national market system or other quotation system. Through December 31, 2022, the estimated fair values of derivative liability for the 2021 Warrant and Warrant Share have not changed significantly and the 2021 Warrant and Warrant Share have not been exercised. |
Convertible Advance Investment
Convertible Advance Investment | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Advance Investment [Abstract] | |
CONVERTIBLE ADVANCE INVESTMENT | NOTE 9 - CONVERTIBLE ADVANCE INVESTMENT On August 25, 2021 and August 6, 2019, the Company entered into separate Advance Investment Agreements (the “AIA”) with several current shareholders (the “2021 AIA Investors”, “2019 AIA Investors” and together the “AIA Investors”) under which the Company raised an amount of $560 and $3,097, respectively, (together the “AIA Investment Amounts”) which is not interest bearing but is eligible for conversion into shares of the Company, based on the following terms: 1. In the event of a consummation by the Company of a transaction or series of related transactions in which the Company issues preferred shares for an aggregate investment of at least $10,000 (including the AIA Investment Amounts and any additional amount provided to the Company under any additional AIA Agreement(s)) (the “AIA Qualifying Financing”), the AIA Investment Amounts shall automatically be converted immediately prior to the consummation of such Qualified Financing into such number of preferred shares (or a sub-class thereof) issued in such Qualified Financing (the “Next Round Shares”), as is obtained by dividing the AIA Investment Amounts by a price per share which shall reflect a 20% discount off the lowest price per share paid in the AIA Qualified Financing. 2. In the event of a consummation by the Company of a transaction or series of related transactions in which the Company issues preferred shares in consideration for an aggregate investment of less than $10,000 (including the AIA Investment Amounts and any additional amount provided to the Company under any additional AIA Agreement(s)), or which for any other reason would not be deemed as a AIA Qualified Financing (the “AIA Non-Qualified Financing”), then each time when the Company consummates such Non-Qualified Financing, the AIA Investors shall have the right (but not the obligation) to elect to be converted immediately prior to the consummation of such Non-Qualified Financing the AIA Investment Amounts into the shares and/or securities issued and sold at the closing of such Non-Qualified Financing in accordance with 20% discount off the price per share paid in the Non-Qualified Financing. 3. In the event that the Company has not consummated a AIA Qualified Financing or an Exit Event (as defined below) and the AIA Investment Amounts or any portion thereof has not been converted in accordance with the terms of the AIA Agreements by August 26, 2022, then, the 2021 AIA Investors shall have the right (but not the obligation) to elect, by delivery of written notice to the Company no later than 30 days from the receipt of a written notice from the Company, to convert their AIA Investment Amount into such number of shares of the Company of the most senior class then outstanding (the “Most Senior Shares”), equal to the quotient received by dividing their AIA Investment Amount by a price per share reflecting a pre-money valuation of the Company (determined on a fully diluted basis as of the date of the conversion) of $62,500 (“AIA Target Valuation”). 4. In the event of the consummation of an Acquisition or an Asset Transfer (as defined in the Company’s Articles of Association), each, an “Exit Event”, then immediately prior to the closing of such Acquisition or Asset Transfer, the AIA Investors shall either elect, at its discretion, to (i) convert the AIA Investment Amounts into such number of Most Senior Shares, as is obtained by dividing the AIA Investment Amounts by the quotient obtained by dividing (A) the AIA Target Valuation by (B) the issued and outstanding share capital of the Company, on a fully diluted basis, as of immediately prior to the closing of the Acquisition or Asset Transfer, as applicable, excluding any shares to be issued under the AIA Agreement); or (ii) receive, prior and in preference to payment in respect of other Company securities, a redemption payment equal to 200% of the AIA Investment Amounts. 5. In connection with the effectiveness of the Company’s initial public offering of its Ordinary Shares on the Nasdaq (see Note 17), the AIA Investment Amounts automatically converted into Ordinary Shares at a conversion price equal to 80% of the initial public offering price of $4.00. In addition to the mechanism for the repayment of the investment through shares, subject to the scenarios set out above, the AIA Agreements provide that upon the occurrence of certain bankruptcy related events, the Company will be required to pay the AIA Investors in cash the amount of their original investment. Moreover, upon entry into the AIA, the Company entered into a subordination agreement under which the AIA Investors agreed that all of the Company’s indebtedness and obligations to the AIA Investors pursuant to the AIA is subordinated to all of the Company’s indebtedness and obligations to SVB under the Loan Agreement. See also Note 6A. As described in Note 2V, based on the characteristics of the convertible advance investments (and its embedded derivatives), the Company elected to measure this liability in its entirety, at its fair value (the “Fair Value Option”) in accordance with ASC 825-10, “Financial Instruments” due to the existence of a certain redemption option and the potential requirement to recognize contingent BCF. Measurement of the fair value of the convertible advance investments was classified as level 3 of the fair value hierarchy, using the scenario method. The following tabular presentation reflects the reconciliation of the carrying amount of the convertible advance investment during the years ended December 31, 2022, 2021 and 2020: Year ended December 31, 2022 2021 2020 Opening balance $ 4,770 $ 3,922 $ 3,486 Net consideration received - 560 - Change in the fair value of convertible advance investments (see also Note 13) 70 288 436 Closing balance $ 4,840 $ 4,770 $ 3,922 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingent Liabilities [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 10 - COMMITMENTS AND CONTINGENT LIABILITIES A. Lease commitments 1. On July 29, 2020, the Company entered into a lease agreement for premises with an unrelated party over a period commencing August 24, 2020 through February 28, 2021, for a monthly rental fee amounted of NIS 18 (approximately $5.6). In January 2021, the Company renewed its lease agreement with an unrelated party for the period commencing March 1, 2021 through August 31, 2021 for a monthly fee of NIS 17 thousand (approximately $5.3). In August 2021, the Company renewed its lease agreement with an unrelated party for a further period commencing September 1, 2021 through February 28, 2022 for a monthly fee of NIS 21 thousand (approximately $6.5). In February 2022, the Company renewed its lease agreement with an unrelated party for a period commencing March 1, 2022 through August 31, 2022 for a monthly fee of NIS 23 thousand (approximately $7.4). In August 2022, the Company renewed its lease agreement with an unrelated party for the period commencing September 1, 2022 through August 31, 2023 for a monthly fee of NIS 25 thousand (approximately $7.1). 2. On November 1, 2020, Beamr Imaging RU entered into a lease agreement for premises with an unrelated party over a period until September 30, 2021, for a monthly a rental fee of Russian Ruble 200 (approximately $3). On October 1, 2021, Beamr Imaging RU entered into a lease agreement for premises with an unrelated party over a period until August 30, 2022, for a monthly a rental fee of Russian Ruble 213 (approximately $3). In September 2022, Beamr Imaging RU renewed its lease agreement for the period commencing September 1, 2022 through July 31, 2023 for a monthly fee of Russian Ruble 213 (approximately $3). As of December 31, 2022, the future minimum commitment under binding short-term operating lease agreements is as follows: Lease of 2023 $ 77 $ 77 The payments above are associated with short-term operating leases of premises with a lease term of twelve months or less. As the Company elected the short-term recognition exemption (see also Note 2I), such leases are out of scope of ASC 842 “Leases”. Consequently, these payments are recognized on a straight-line basis as an operating expense in the Consolidated Statements of Operations and Comprehensive Loss. During the years ended December 31, 2022, 2021 and 2020, the total lease expenses were $119, $115 and $167, respectively. B. Grant of share options upon completion of an IPO transaction On March 14, 2022, the Company’s shareholders approved, among other matters, that upon completion of the IPO transaction, each of the member of the Company’s Board of Directors (except the Founder which serves inter alia as the Board chairman) will be entitled to 19,000 share options to purchase the same number of Ordinary Shares at an exercise price that will be equal to the listing price per share over a vesting schedule on a monthly basis over 36-months period commencing the listing date. However, as the grant is contingent upon a performance condition (successful IPO) which is out of the Company’s control, the related expenses will be recognized when the IPO will occur. Accordingly, compensation cost relating to such obligation has not been recorded in 2022. |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders’ Equity (Deficit) [Abstract] | |
SHAREHOLDERS’ EQUITY (DEFICIT) | NOTE 11 - SHAREHOLDERS’ EQUITY (DEFICIT) Composition of shareholders’ equity (deficit): As of As of Authorized Issued and Authorized Issued and Number of shares Shares of NIS 0.05 par value: Series Ordinary Shares (A) 14,307,116 2,578,760 14,316,880 2,578,760 Series Convertible Ordinary 1 Shares (B) 607,680 607,680 607,680 607,680 Series Convertible Ordinary 2 Shares (B) 889,200 889,200 889,200 889,200 Series Convertible B Preferred Shares (B) 2,047,200 2,047,200 2,047,200 2,047,200 Series Convertible B1 Preferred Shares B) 738,240 738,240 738,240 738,240 Series Convertible C Preferred Shares (B) 3,410,564 2,928,960 3,400,800 2,928,960 Total 22,000,000 9,790,040 22,000,000 9,790,040 A. The Ordinary Shares confer upon the holders thereof all rights accruing to a shareholder of the Company, as provided in the Company’s Articles of Association (the “Articles”), including, without limitation, the right to receive notices of, and to attend, all general meetings, the right to vote thereat with each Ordinary Share held entitling the holder thereof to one vote at all general meetings (and written actions in lieu of meetings), the right to participate and share on a per share basis, in any distribution and in distribution of surplus assets and funds of the Company in the event of a liquidation event, and certain other rights as may be expressly provided for herein or under the Companies Law. All Ordinary Shares rank pari passu amongst themselves for all intents and purposes, including, without limitation, in relation to the amounts of capital paid or credited as paid on their nominal value. The voting, dividend and liquidation rights of the holders of Ordinary Shares are subject to and qualified by the rights, powers and preferences of the holders of the Convertible Preferred Shares and the Convertible Ordinary 1 and 2 Shares as set below. B. The Convertible Ordinary 1 Shares, Convertible Ordinary 2 Shares, Convertible B Preferred Shares, Convertible B1 Preferred Shares and the Convertible C Preferred Shares (referring together herein as “Convertible Preferred Shares”) shall confer upon the holders thereof all rights conferred upon the holders of Ordinary Shares in the Company. In addition, the holders of Convertible Preferred Shares shall have rights, preferences and privileges, as follows: Liquidation preference - Based on preference of distribution, in the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, change in control or distribution, the Company’s assets or surplus funds legally available for distribution shall be distributed to the holders of Convertible Preferred Shares pursuant to which each Convertible Preferred Share will be entitled to receive 1.2 of the applicable original issue price paid by each Convertible Preferred shareholder plus all accrued but unpaid dividends and less the aggregate of all amounts previously paid in preference. The aggregate liquidation preference of all shares with preferences over Ordinary Shares as of December 31, 2022 and 2021 amounted to $33,785. None of the foregoing dollar amounts include dividends, as the Board of Directors has not declared any dividends since inception. The Convertible Preferred Shares have been classified as part of the permanent equity of the Company since upon occurrence of liquidation event all holder of the Ordinary Shares and the Convertible Preferred Shares will be entitled to receive the same form of consideration. Voting - Each shareholder shall have one vote for each Ordinary Share held by such shareholder of record or such Ordinary Shares as would be held by each holder of Convertible Preferred Share if all Convertible Preferred Shares were converted to Ordinary Shares at the then effective conversion rate, on every resolution. Conversion - Each holder of a Convertible Preferred Share shall be entitled to convert, at any time and from time to time, and without payment of additional consideration, into such number of fully paid and non-assessable shares of Ordinary Share in ratio as determined in the Articles, which initially shall be one to one. The conversion price initially shall be the applicable Original Issue Price subject to adjustments as describe in the Articles. All outstanding Convertible Preferred Shares shall automatically be converted into Ordinary Shares at the then-effective conversion rate applicable upon the earlier of (i) closing of sale of Ordinary Shares in an initial firm-commitment underwritten public offering, with net proceeds to the Company of $50,000 and at an offering price per share equal to at least 5 times the Preferred C Original Issue Price (Qualified IPO) or (ii) affirmative vote or written consent of majority shareholders of the then outstanding Convertible Preferred Shares, with respect to each series. C. On March 14, 2022, the Company’s shareholders approved, among other matters, the following matters as were originally approved by the Company’s Board of Directors on March 1, 2022 - 1. In connection with listing of the Company’s Ordinary Shares on Nasdaq, increase the Company’s authorized shares from 22,000,000 to 222,000,000. 2. Approve and ratify (i) subject to the listing of the Company’s Ordinary Shares on Nasdaq, the voluntary conversion of all the Ordinary 1, Ordinary 2, Preferred B, Preferred B-1 and Preferred B shares of the Company into Ordinary Shares (collectively, the “Voluntary Conversion”), (ii) subject to the listing of the Company’s Ordinary Shares on Nasdaq, a reverse share split of all outstanding Ordinary Shares of the Company at a ratio of 5:1 so that each 5 ordinary shares nominal value NIS 0.01 each shall be consolidated into 1 Ordinary Share each, and (the “Reverse Share Split”) (iii) subject to the listing of the Company’s Ordinary Shares on Nasdaq, the recapitalization and redistribution of the entire share capital of the Company (the “Recapitalization”), so that following such Voluntary Conversion and Recapitalization, the share capital of the Company shall consist of NIS 11,100,000 divided into 222,000,000 Ordinary Shares each of which 9,790,040 are issued and outstanding (post the aforesaid Reverse Share Split). For accounting purposes, following the completion of the IPO transaction as noted in Note 17 below, all shares, options and warrants to purchase Ordinary Shares and loss per share amounts have been adjusted to give retroactive effect to the Reverse Share Split for all periods presented in these consolidated financial statements. Any fractional shares resulting from the Reverse Share Split were rounded up to the nearest whole share. |
Share Options
Share Options | 12 Months Ended |
Dec. 31, 2022 | |
Share Options [Abstract] | |
SHARE OPTIONS | NOTE 12 - SHARE OPTIONS Share option plan: On January 11, 2015, the Company’s Board of Directors approved and adopted the 2015 Share Incentive Plan (the “Plan”), pursuant to which the Company’s Board of Directors may award share options to purchase the Company’s Ordinary Shares as well as restricted shares, RSUs and other share-based awards to designated participants. Subject to the terms and conditions of the Plan, the Company’s Board of Directors has full authority in its discretion, from time to time and at any time, to determine (i) the designate participants; (ii) the terms and provisions of the respective award agreements, including, but not limited to, the number of share options to be granted to each optionee, the number of shares to be covered by each share option, provisions concerning the time and the extent to which the share options may be exercised and the nature and duration of restrictions as to the transferability or restrictions constituting substantial risk of forfeiture and to cancel or suspend awards, as necessary; (iii) determine the fair market value of the shares covered by each award; (iv) make an election as to the type of approved 102 Option under Israeli tax law; (v) designate the type of share options; (vi) take any measures, and to take actions, as deemed necessary or advisable for the administration and implementation of the Plan; (vii) interpret the provisions of the Plan and to amend from time to time the terms of the Plan. The Plan permits the grant of up to 2,069,280 share Ordinary Shares subject to adjustments set in the Plan. As of December 31, 2022, considering the effect of previously exercised share options, there were 355,530 Ordinary Shares available for future issuance under the Plan. The following table presents the Company’s share option activity for employees and members of the Board of Directors of the Company under the Plan for the years ended December 31, 2022, 2021 and 2020: Number of Weighted Weighted Intrinsic Outstanding as of December 31, 2019 1,291,810 1.65 5.94 194 Granted 353,960 1.80 9.35 Exercised (9,800 ) 1.15 - Forfeited or expired (381,970 ) 1.75 - Outstanding as of December 31, 2020 1,254,000 1.70 6.12 125 Exercisable as of December 31, 2020 839,665 1.50 4.73 252 Number of Weighted Weighted Intrinsic Outstanding as of December 31, 2020 1,254,000 1.70 6.12 125 Granted 214,688 2.05 9.64 Forfeited or expired (101,520 ) 1.80 - Outstanding as of December 31, 2021 1,367,168 1.75 5.72 4,860 Exercisable as of December 31, 2021 927,988 1.60 4.25 3,429 Number of Weighted Weighted Intrinsic Outstanding as of December 31, 2021 1,367,168 1.75 5.72 4,860 Granted 286,875 1.83 Forfeited or expired (83,052 ) 1.45 - Outstanding as of December 31, 2022 1,570,991 1.78 4.97 2,435 Exercisable as of December 31, 2022 1,048,297 1.70 3.2 1,677 The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the deemed fair value of the Company’s Ordinary Shares on the last day of each of the applicable reported period and the exercise price, multiplied by the number of in-the-money share options) that would have been received by the share option holders had all share options holders exercised their share options on December 31 of each of the reported period. This amount is impacted by the changes in the fair market value of the Company’s Ordinary Share. The outstanding and exercisable share options as of December 31, 2022 have been separated into ranges of exercise prices, as follows: Exercise price Share options Weighted Share options Weighted $ $ $ 0.00 152,640 2.42 152,640 1.03 1.14 228,480 1.39 228,480 1.39 1.67 43,200 2.21 43,200 2.21 1.83 982,870 6.75 489,239 4.70 3.2 35,001 6.45 10,938 6.45 3.79 60,000 1.59 60,000 1.59 4.17 28,800 3.03 28,800 3.03 5.12 40,000 6.54 35,000 6.54 1,570,991 1,048,297 The weighted average grant date fair value of share options granted during the years ended December 31, 2022, 2021 and 2020 was $0.51, $0.44 and $0.20 per share option, respectively. During the years ended December 31, 2022 and 2021, share options have not been exercised into Ordinary Shares. During the year ended December 31, 2020, certain employees exercised 9,800 share options into the same number of Ordinary Shares for total consideration of $11. The following table presents the assumptions used to estimate the fair values of the share options granted in the reported periods presented: Year ended December 31 2022 2021 2020 Volatility (%) 61.49 % 64.75 % 61.89%-61.91 % Risk-free interest rate (%) 3.64%-3.85 % 0.09 % 0.03%-0.04 % Dividend yield (%) - - - Expected life (years) 6.25 6.25 6.25 Exercise price ($) 1.83 1.80-3.20 1.80 Share price ($) 3.30 3.20 1.80 As of December 31, 2022, there was $1,029 of unrecognized compensation expense related to unvested share options. The Company recognizes compensation expense on a straight-line basis over the requisite service periods, which results in a weighted average period of approximately 1.72 years over which the unrecognized compensation expense is expected to be recognized. The total compensation cost related to all of the Company’s equity-based awards recognized during the years ended December 31, 2022, 2021 and 2020 was comprised as follows: Year ended December 31 2022 2021 2020 Research and development $ 144 $ 94 $ 60 Sales and marketing 49 45 48 General and administrative 29 18 12 $ 222 $ 157 $ 120 |
Financing Expenses, Net
Financing Expenses, Net | 12 Months Ended |
Dec. 31, 2022 | |
Financing Expenses [Abstract] | |
FINANCING EXPENSES, NET | NOTE 13 - FINANCING EXPENSES, NET Year ended December 31 2022 2021 2020 Change in fair value of convertible advance investment (see Note 9) $ 70 $ 288 $ 436 Amortization of discount and accrued interest relating to straight loan received from commercial Bank (see Note 6 and Note 7) 102 59 120 Modification of terms relating to straight loan (see Note 6A1) - 90 - Amortization of discount relating to liability to related party (see Note 14) 40 - - Exchange rate differences and others (47 ) 38 141 $ 165 $ 475 $ 697 |
Related Parties Transactions
Related Parties Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES TRANSACTIONS | NOTE 14 - RELATED PARTIES TRANSACTIONS The liability to related party derives from a service agreement with the Company’s Founder under which the Company receives consulting services on recurring basis from the Founder as Chief Executive Officer indirectly through an entity controlled by the Founder (the “Service Provider”) for total current monthly gross amount of NIS 45 thousand. On March 14, 2022, the Company’s shareholders approved, among other matters, to renew the service agreement with the Founder for a period ending December 31, 2025. On February 16, 2022, the Company entered into an addendum to the aforesaid service agreement with the Service Provider under which it was agreed that (i) the term of the service agreement with the Service Provider was extended to December 31, 2025 and (ii) the then current liability towards the Service Provider as was accrued for services rendered under the service agreement over a period commencing January 1, 2020 through the date hereof in total nominal amount of $357 (the “Current Liability”) will be paid in 18 equal installments (without an interest) starting on March 1, 2022 (the “Commencement Date”). However, in the event that the Company shall not have available sufficient funds in any such payment date from and after the Commencement Date to repay the installments of the Current Liability and/or the on-going fee owed to the Service Provider or in the event that the Company determines that according to the following 12-months period budget that it shall not have available sufficient funds to pay such installments and/or the on-going fee, then the Service Provider hereby agrees to postpone such payments owed to it until the Company will have such sufficient funds. Any unpaid on-going fee payments will be added to the Current Liability. Since the liability towards the Founder was considered as free interest loan which did not represent the applicable rate of risk for the Company, the aforesaid addendum was accounted for as a capital contribution from a controlling shareholder. Thus, the liability towards the Founder was measured at fair value based on future cash payments discounted using an interest rate of 15.45% which represented the applicable rate of risk for the Company, as determined by management using the assistance of third-party appraiser. As a result, the Company recorded a discount on the balance of liability towards the Founder in total amount of $112 against additional paid-in capital (including in respect to amounts due for services period through fiscal year for 2022). The Company will record a discount expense over the economic life of the loan based on the effective interest rate method. As of December 31, 2022, management has updated the repayments schedule of the obligation based on its current projection of the availability of funds. Accordingly, the obligation is expected to be repaid over the following 24-months period. The following tabular presentation reflects the reconciliation of the carrying amount of the Company’s Liability to related party, net during the years ended December 31, 2022, 2021 and 2020: Year ended December 31, 2022 2021 2020 Opening balance $ 345 $ 168 $ - Accrued liability in respect to additional services rendered 115 177 168 Recognition of capital contribution from a controlling shareholder (112 ) - - Amortization of discount relating to liability to related party 40 - - Closing balance $ 388 $ 345 $ 168 Maturity dates: As of 2022 2021 First year (current maturities) $ 126 $ 345 Second year 262 - Closing balance $ 388 $ 345 The Company allocated the expenses related to the above service agreement and addendum as follows: Year ended December 31 2022 2021 2020 Research and development $ 42 $ 44 $ 82 Sales and marketing 42 44 58 General and administrative 83 89 108 $ 167 $ 177 $ 248 The allocation was done based on the management estimation to reflect the contribution to the related activity. |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2022 | |
Taxes on Income [Abstract] | |
TAXES ON INCOME | NOTE 15 - TAXES ON INCOME A. Israeli taxation: Taxable income of the Company is subject to the Israeli corporate tax at the rate of 23%. As of December 31, 2022, the Company has net operating losses and capital losses carryforward for Israeli income tax purposes of approximately $27,169 and $409 respectively, which can be offset against future taxable income for an indefinite period of time. The Company has final (considered final) tax assessments through the 2017 tax year. B. Foreign entities: 1. Beamr Inc. is taxed under United States federal and state tax rules. Income tax is calculated based on a U.S. federal tax rate of 21%. Beamr Inc. have not received final tax assessments for the tax years ended December 31, 2019 through 2022. 2. Beamr Imaging RU is taxed under the Russian tax code at the rate of 0% (Clause 1.15 of Article 284 of the Tax Code of the Russian Federation, with changes provided by Federal Law No. 321-FZ of 14.07.2022). Beamr Imaging RU have not received final tax assessments for the tax years ended December 31, 2020 through 2022. C. Taxes on income are comprised from taxes incurred as result of (i) withholding tax deducted at source in accordance with U.S. - Israel tax treaty related to selling of software and (ii) implementation of the intercompany agreement between the Company and Beamr Inc. for conducting reseller services and implementation of the intercompany agreement between the Company and Beamr Imaging RU for conducting research and development services on behalf of the Company (see also Note 1B). D. Loss (income) before taxes on income consists of the following: Year ended December 31 2022 2021 2020 Domestic $ 1,293 $ 1,104 $ 2,529 Foreign operations (Beamr Inc and Imaging RU) (97 ) (204 ) (165 ) $ 1,196 $ 900 $ 2,364 E. Deferred income taxes reflect the net tax effects of net operating loss and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: As of Composition of deferred tax assets: 2022 2021 Net operating loss and capital losses carry-forward $ 6,343 $ 6,254 Research and development credits 438 588 Vacation accrual 48 62 Net deferred tax asset before deferred tax liabilities and valuation allowance 6,829 6,904 Valuation allowance (6,829 ) (6,904 ) Net deferred tax assets $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance as of December 31, 2022 and 2021. F. During the years ended December 31, 2022, 2021 and 2020, the main reconciling item between the statutory tax rate of the Company (as noted in Note 15A) and the effective tax rate at the rate of 4.4%, 5.8% and 4.0%, respectively, is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward and other permanent and temporary differences due to the uncertainty of the realization of such deferred taxes and withholding taxes that were deducted by the Company’s customers. |
Segment Geographical Informatio
Segment Geographical Information And Major Customers | 12 Months Ended |
Dec. 31, 2022 | |
Segment Geographical Information And Major Customers [Abstract] | |
SEGMENT GEOGRAPHICAL INFORMATION AND MAJOR CUSTOMERS | NOTE 16 - SEGMENT GEOGRAPHICAL INFORMATION AND MAJOR CUSTOMERS A. General information Since inception date, the operation of the Company is conducted through one operating segment, the optimization technology for video and photo compression, which represents a single reporting unit. This activity also represents the reportable segment of the Group. B. Revenues by geographic region are as follows: Year ended December 31 2022 2021 2020 United States $ 2,134 $ 2,597 $ 2,558 Israel 22 101 61 Rest of the world 707 602 557 $ 2,863 $ 3,300 $ 3,176 Revenues were attributed to countries based on customer location. C. Long-lived assets, net, by geographic areas: As of 2022 2021 Israel $ 12 $ 13 United States 1 4 Russia 2 4 $ 15 $ 21 Such balance is comprised of property and equipment that are attributed to the geographic area in which they are located or originated, as applicable. D. Major customers During the years ended December 31, 2022, 2021 and 2020, the Company had one customer which accounted for 26%, 23% and 23% of the Company’s total revenues, respectively. In addition, as of December 31, 2022 and 2021, the Company had one customer which accounted for 28% and 44% of the Company’s total trade receivables, respectively. E. Major product lines and services and timing of revenue recognition In the following table, revenue is disaggregated by primary major product lines and services, and timing of revenue recognition for the years ended December 31, 2022, 2021 and 2020: Year ended December 31, 2022 2021 2020 Software license: Perpetual based software license - transferred at a point of time $ 1,068 $ 1,156 $ 1,043 Term-based software license - transferred at a point of time 1,630 2,032 1,976 Total software license (*) $ 2,740 $ 3,188 $ 3,019 PCS services transferred over a period of time 123 112 157 Advertising at a point of time upon clicks 42 - - $ 2,863 $ 3,300 $ 3,176 (*) Revenue recognized from sales-based software license was $48, $45 and $99 during the years ended December 31, 2022, 2021 and 2020, respectively (see also Note 2N). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 - SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were available to be issued (April 17, 2023). Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements except as disclosed below. Completion of an Initial Public Offering Transaction On February 27, 2023, the Company announced the pricing of its initial public offering of 1,950,000 Ordinary Shares at a public offering price of $4.00 per share, for aggregate gross proceeds of $7,800 prior to deducting underwriting discounts and other offering expenses. In addition, the Company granted the underwriters (i) 97,500 warrants which shall be exercisable into Ordinary Shares of the Company at an exercise price of $5.00 per Ordinary Share over a period of 5-years commencing August 26, 2023 and (ii) a 45-day option to purchase up to an additional 292,500 ordinary shares at the public offering price less discounts, to cover over-allotments. The over-allotment option was not exercised and has expired as of the date of filing of these consolidated financial statements. The Ordinary Shares began trading on the Nasdaq Capital Market under the ticker symbol “BMR” on February 28, 2023. The Company’s IPO closed on March 2, 2023. For accounting purposes, following the completion of the above IPO transaction, all shares, options and warrants to purchase Ordinary Shares and loss per share amounts have been adjusted to give retroactive effect to the Reverse Share Split for all periods presented in these consolidated financial statements. Any fractional shares resulting from the Reverse Share Split were rounded up to the nearest whole share. In addition, the holders of all other shares with preferences over Ordinary Shares (i.e. Convertible Preferred Shares and Convertible Ordinary 1 and 2 Shares) effected a conversion of all such shares to 7,211,280 Ordinary Shares, effective as of the pricing of the IPO on February 27, 2023. Further, in connection with the above IPO, on March 14, 2022, the Company's shareholders approved to increase the Company's authorized shares from 22,000,000 to 222,000,000. These consolidated financial statements exclude the aforesaid increase of authorized shares, as if such change to the Company’s capital structure had not yet occurred. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of estimates in the preparation of financial statements | Use of estimates in the preparation of financial statements The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions include (i) revenues recognition; (ii) identification of and measurement of financial instruments in funding transactions; (iii) recoverability of the Company’s goodwill upon subsequent periods (iv) measurement of fair value of equity awards and (v) evaluation of going concern. |
Functional currency | Functional currency The functional currency of the Company and all of its subsidiaries all of which are primarily a direct and integral component of the Company’s operation is the US dollar (“$” or “dollar”), as the dollar is the primary currency of the economic environment in which the Company and its subsidiaries have operated (which is the currency of the environment in which an entity primarily generates cash) and expects to continue to operate in the foreseeable future. In accordance with ASC 830, “Foreign Currency Matters”, balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the consolidated Statement of Operations and Comprehensive Loss, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions are presented within financing income or expenses. |
Principles of Consolidation | C. Principles of Consolidation The consolidated financial statements include the accounts of the Group. Intercompany transactions and balances have been eliminated upon consolidation. |
Cash and cash equivalents | D. Cash and cash equivalents Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use and that are readily convertible to cash with maturities of three months or less as of the date acquired. |
Research and development expenses | Research and development expenses Research and development expenses are charged to operations, as incurred. ASC 985-20, “Software - Costs of Computer Software to be Sold, Leased or Otherwise Marketed”, requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. In accordance with ASC 985-20, capitalization ceases when the related product is available for general release to customers. Costs of maintenance and customer support are charged to expenses, as incurred. Based on the Company’s product development process, technological feasibility is established upon completion of a working model. Costs incurred by the Company between completion of the working models and the point at which the products are ready for general release have been insignificant. Therefore, all research and development costs have been expensed. |
Deferred offering costs | Deferred offering costs Prior to the effective date of an offering of equity securities, specific incremental costs directly (i.e. accounting, consulting, legal and printing fees) attributable to a proposed or actual offering of securities are deferred and charged against the gross proceeds of the offering, unless the offering of equity securities has been delayed but is currently in process, under which such specific incremental and direct costs are charged immediately to operations. As of December 31, 2022, the Company deferred specific incremental costs directly attributable to offering of securities through its IPO that closed in March 2023 in total amount of $313, which was classified as non-current asset in the Company’s Consolidated Balance Sheet. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is the amount by which the purchase price of acquired net assets in a business combination exceeded the fair values of the net identifiable assets on the date of acquisition. Goodwill is not amortized but evaluated for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The provisions of ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”) require that the impairment test be performed on goodwill at the level of the reporting unit. As required by ASC 350, the Company chooses either to perform a qualitative assessment whether a goodwill impairment test is necessary or proceeds directly to the goodwill impairment test. Such determination is made for each reporting unit on a stand-alone basis. The qualitative assessment includes various factors such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, earnings multiples, gross margin and cash flows from operating activities and other relevant factors. When the Company chooses to perform a qualitative assessment and determines that it is more likely than not (more than 50 percent likelihood) that the fair value of the reporting unit is less than its carrying value, then the Company proceeds to the goodwill impairment test. If the Company determines otherwise, no further evaluation is necessary. When the Company decides or is required to perform the quantitative goodwill impairment test, the Company compares the fair value of the reporting unit to its carrying value and an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any. The Company determined that its operations represent a single reporting unit. The Company determines the fair value of its reporting unit by using the income approach, which utilizes a discounted cash flow model, as it believes that this approach best approximates the reporting unit’s fair value. Judgments and assumptions related to revenue, operating income, future short-term and long-term growth rates, weighted average cost of capital, interest, capital expenditures, cash flows, and market conditions are inherent in developing the discounted cash flow model. The Company considers historical rates and current market conditions when determining the discount and growth rates to use in its analyses. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges for its goodwill. As of December 31, 2022 and 2021, the Company has performed the annual impairment test and has determined that impairment loss is not required to be recognized. Finite lived intangible assets acquired in business combinations, which include technology, customer relationships and trade names, are initially recorded at fair value. They are amortized on a straight-line basis over their estimated useful lives. The intangible asset lives have been determined based upon the anticipated period over which the Company will derive future cash flows from the intangible assets. The Company has considered the effects of legal, regulatory, contractual, competitive, and other economic factors in determining these useful lives. Recoverability of these assets is assessed when triggering events have occurred that may give rise to an impairment loss and is determined by a comparison of the carrying amount of the asset to the future undiscounted net cash flows expected to be generated by the asset. When it is determined that the carrying value of the asset is not recoverable, the asset is written down to its estimated fair value. As a result of continued losses, the management performed an impairment test with respect to its intangible assets by maintaining an external valuation which utilized discounted cash flow model. Accordingly, certain assumptions and judgments were made to determine the discount rate as well as future cash flows of the Company. During the years ended December 31, 2022, 2021 and 2020, no impairment losses were identified through the impairment test. The lives used in computing straight-line amortization for financial reporting purposes are as follows: Rate of depreciation % Technology 20 Customer relationships 20 Trade names 10 |
Property and equipment | Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the consolidated Statements of Operations and Comprehensive Loss. The Company’s long-lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. To date, the Company has not incurred any impairment losses. The lives used in computing straight-line depreciation for financial reporting purposes are as follows: Rate of depreciation % Computers and peripheral equipment 33 Office furniture and equipment 7-15 |
Leases | Leases The Company entered into several non-cancelable lease agreements for offices for use in its operations, which are classified as operating leases (see below). The Company applies ASC Topic 842, Leases (“ASC 842”). Accordingly, the Company determines if an arrangement is a lease at inception. The Company’s assessment is based on: (i) whether the contract involves the use of an identified asset, (ii) whether the Company obtains the right to substantially all of the economic benefits from the use of the asset throughout the period of use, and (iii) whether the Company has the right to direct the use of the asset. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: (i) the lease transfers ownership of the asset by the end of the lease term, (ii) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (iii) the lease term is for a major part of the remaining useful life of the asset, (iv) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset, or (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of lease term. A lease is classified as an operating lease if it does not meet any one of these criteria. Since all the Company’s lease contracts for premises do not meet any of the criteria above, the Company concluded that all its lease contracts should be classified as operating leases. Right of Use (“ROU”) assets and liabilities are recognized on the commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate (“IBR”) based on the information available on the commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. Moreover, the ROU asset may also include initial direct costs, which are incremental costs of a lease that would not have been incurred if the lease had not been obtained. The Company uses the long-lived assets impairment guidance in ASC 360-10, “Property, Plant, and Equipment - Overall”, to determine whether a ROU asset is impaired, and if so, the amount of the impairment loss to recognize. Certain leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option. The Company also elected the short-term lease recognition exemption for all leases that qualify (leases with a term shorter than 12 months). For those leases, ROU assets or lease liabilities are not recognized and rent expense is recognized on a straight-line basis over the lease term. See also Note 10A for further discussion. |
Deferred income taxes | Deferred income taxes The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowance in respect of deferred tax assets is provided for, if necessary, to reduce deferred tax assets is amounts more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its consolidated financial statements during the years ended December 31, 2022, 2021 and 2020 and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. |
Employees benefit plans | Employees benefit plans The Company’s liability for severance pay to its Israeli employees is pursuant to Section 14 of the Israeli Severance Compensation Act, 1963 (“Section 14”), pursuant to which all the Company’s employees are included under Section 14, and are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in the employee’s name with insurance companies. Under Israeli employment law, payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance pay liabilities and deposits under Section 14 are not reflected in the balance sheets as the severance pay risks have been irrevocably transferred to the severance funds. All deposits required through December 31, 2022 have been made. |
Contingencies | L. Contingencies The Company and its subsidiaries may be involved in certain legal proceedings and certain business relationships that arise from time to time in the ordinary course of their business and in connection with certain agreements with third parties. Except for income tax contingencies, the Company applies the provisions of ASC Topic 450, Contingencies. Thus, the Company records accruals for contingencies to the extent that the management concludes that the occurrence is probable and that the related liabilities are estimable. Legal expenses associated with contingencies are expensed as incurred. |
Concentrations of credit risk and allowance for doubtful accounts | Concentrations of credit risk and allowance for doubtful accounts Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade receivables as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in US Dollars and New Israeli Shekels (NIS), are deposited with major banks in Israel, U.S. and Russian Federation. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. Most of the Company’s sales are mainly derived from sales to a diverse set of customers located primarily in the United States. Management periodically evaluates the collectability of the trade receivables to determine the amounts that are doubtful of collection and determine a proper allowance for doubtful accounts, as described below. Accordingly, management believes that the Company’s trade receivables do not represent a substantial concentration of credit risk. The Company extends credit to customers in the normal course of business and does not require collateral or any other security to support amounts due. Management performs ongoing credit evaluations of its customers. The allowance for doubtful accounts is determined with respect to amounts the Group has determined to be doubtful of collection. In determining the allowance for doubtful accounts, the Company considers, among other things, its past experience with customers, the length of time that the balance is past due, the customer’s current ability to pay and available information about the credit risk on such customers. Provisions for the allowance for doubtful accounts are recorded under general and administrative expenses in the consolidated Statements of Operations and Comprehensive Loss. During the years ended December 31, 2022, 2021 and 2020, the Company has not recorded allowance in respect of accounts receivable. |
Revenue recognition | Revenue recognition The Company recognizes revenues in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”) under which the Company determines revenue recognition through the following five steps: ◾ Identification of the contract, or contracts, with a customer; ◾ Identification of the performance obligations in the contract; ◾ Determination of the transaction price; ◾ Allocation of the transaction price to the performance obligations in the contract; and ◾ Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company enters into contracts that mostly include software and software related services (i.e. Post-Contract Customer Support (“PCS”)), which are generally capable as being distinct from each other and accounted for as separate performance obligations. The Company derives its revenues from licensing the rights to use its software for a limited term (mainly for a period of one to three years) or on a perpetual basis for enterprises that incorporate the Company’s perpetual license in their own products delivered to end users and for the Company’s products sold to thousands private consumers, as applicable to each contract, and from, provision of related maintenance and technical support. The Company sells its products through direct sales force and indirectly through distributors and consumer platforms. Revenues are recognized when control of the promised goods or services are transferred to the customers, in an amount that reflects the consideration that the company expects to receive in exchange for those goods or services. However, when the consideration for the license is based on sales of the related customer, the company applies the provisions of ASC 606 with respect to sales-based or usage-based royalties promised in exchange for a license of intellectual property and recognizes revenues only when the underlying sales occur, as long as this approach does not result in the acceleration of revenue ahead of the company’s performance. Under ASC 606, an entity recognizes revenue when or as it satisfies a performance obligation by transferring software license (either timely-based or perpetual) or software related services to the customer, either at a point in time or over time. The Company recognizes its revenues from software sales at a point in time upon delivery of its software license. The software license is considered a distinct performance obligation, as the customer can benefit from the software on its own. The Company’s revenues from PCS are derived from annual maintenance providing for unspecified upgrades on a when-and-if-available basis. The right for an unspecified upgrade for the version acquired by the customer and enhancements on a when-and-if-available basis that do not specify the features, functionality and release date of future product enhancements for the customer to know what will be made available and the general timeframe in which it will be delivered. The Company considers the PCS performance obligation as a distinct performance obligation that is satisfied over time and recognized on a straight-line basis over the contractual period (mainly over a period of one year either for timely-based license or for perpetual license). As the Company bundles software licenses (either time-based or perpetual) together with PCS, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Since the Company does not sell PCS on a stand-alone basis and due to the fact that these services are usually involved with limited customer support, mainly based on several hours of technical support per contract (as management believes the technology and products covered under the software license component are mature and fully functional), the standalone selling prices of the PCS are determined based on the expected cost plus a margin (“cost-plus approach”) based on estimation of direct fulfillment cost (an hourly service) and a reasonable margin. Such estimate is also corroborated with the price that the company would have to pay to a third-party service provider for a similar support service. The stand-alone selling price of the software licenses (either timely-based or perpetual) is estimated by management based on adjusted market assessment approach which represents management estimation of the price that a customer in the market will be willing to pay for such license on a stand-alone basis (i.e. without any PCS). Due to the fact that the PCS services are usually involved with limited customer support, mainly based on several hours of technical support per contract, the transaction price allocated to the PCS is considered insignificant. Consequently, most of the transaction price is allocated to the software licenses as management believes the technology and products covered under the software license component are mature and fully functional. During the reported periods, costs to obtain contracts were in an insignificant amount. The Company does not grant a right of return to its customers. When product delivered to the customer is subject to evaluation, the Company defers revenue until evaluation is completed subject to formal selling agreement with the customer, at which time revenue is recognized provided that all other revenue recognition criteria are met. Commencing 2022, revenue is also derived from the traffic operations in the Google AdSense program, a web advertising platform, that the Company makes available on its websites. Google pays the Company on a cost-per-click basis. The Company recognizes as revenue the fees paid to it by Google based on the volume of clicks through to Google AdSense advertisements. The Company receives payments from customers based upon contractual payment schedules. Trade receivables are recorded when right to consideration becomes unconditional, and an invoice is issued to the customer. Unbilled receivables include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. As of December 31, 2022 and 2021, unbilled receivables balance amounted to $35 and $29, respectively, and are included within trade receivables balance in the Company’s Consolidated Balance Sheets. As of December 31, 2022 and 2021, the Company had $31 and $33, respectively, of remaining performance obligations not yet satisfied or partly satisfied related to revenues (mostly PCS). Such amounts are presented as deferred revenues which are expected to be recognized as revenues during the next twelve months. See also Note 16 for further discussion related to disaggregation of revenues. |
Fair Value Measurements | Fair Value Measurements The Company measures and discloses fair value in accordance with the ASC 820, “Fair Value Measurements and Disclosures” which defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions there exists a three-tier fair-value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 - unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Level 2 - pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3 - pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Level 3 inputs are considered as the lowest priority within the fair value hierarchy. The valuation of certain financial instruments classified under fair value through profit or loss category and the fair value of reporting units for purposes of goodwill impairment analysis, fall under this category. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The fair value of cash and cash equivalents is based on its demand value, which is equal to its carrying value. Additionally, the carrying value of all other short-term monetary assets and liabilities are estimated to be equal to their fair value due to the short-term nature of these instruments. |
Convertible Ordinary 1 and 2 Shares and Preferred Shares | Convertible Ordinary 1 and 2 Shares and Preferred Shares The Convertible Ordinary 1 and 2 Shares and Convertible Preferred Shares are not subject to redemption feature upon any events that are considered not solely within the control of the Company. In addition, upon occurrence of liquidation event, as defined in the Company’s Articles of Association, all holders of the Ordinary Shares, Convertible Ordinary 1 and 2 Shares and Convertible Preferred Shares will be entitled to receive the same form of consideration. Thus, the Company classifies its Convertible Ordinary 1 and 2 Shares and Convertible Preferred Shares as part of permanent equity. |
Allocation of proceeds and related issuance costs | Q. Allocation of proceeds and related issuance costs When multiple instruments are issued in a single transaction (package issuance), the total net proceeds from the transaction are allocated among the individual freestanding instruments identified. The allocation occurs after identifying all the freestanding instruments and the subsequent measurement basis for those instruments. Financial instruments that are required to be subsequently measured at fair value (such as derivative warrants liability) are measured at fair value and the remaining consideration is allocated to other financial instruments that are not required to be subsequently measured at fair value (i.e. straight loan), based on the relative fair value basis for such instruments. The allocation of issuance costs to freestanding instruments was based on an approach that is consistent with the allocation of the proceeds, as described above. Issuance costs allocated to the derivative warrant liability were immediately expensed. Issuance costs allocated to straight loan are recorded as a discount of the straight loan and accreted over the contractual term of straight loan up to face value of such loans using the effective interest method. |
Warrants | Warrants Certain warrants that were issued to a commercial bank as part of entering into a straight loan and to seller through transaction in which certain identified intangible assets have been purchased are classified as a component of permanent equity since they are freestanding financial instruments that are legally detachable and separately exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of Ordinary Shares upon exercise for a fixed exercise price and thus, are considered as indexed to the Company’s own shares. In addition, the warrants must require physical settlement and may not provide any guarantee of value or return. As such warrants were issued together with financial instruments that are not subsequently measured at fair value the warrants were measured based on allocation of the proceeds received by the Company in accordance with the relative fair value basis. When applicable, direct issuance expenses that were allocated to such warrants were deducted from additional paid-in capital. Commencing January 1, 2018 and following the early adoption of ASU 2017-11, “Earnings Per Share” (ASU 2017-11), the Company disregards the down round feature when assessing whether an instrument is indexed to its own shares, for purposes of determining liability or equity classification. Based on its evaluation, management has determined that certain warrants with down-round protection are eligible for equity classification. In accordance with the provisions of ASU 2017-11, upon the occurrence of an event that triggers down round protection (i.e., when the exercise price of the warrants is adjusted downward because of the down round feature), the effect is accounted for as a deemed dividend and as a reduction of income available to common shareholders for purposes of basic earnings per share (EPS) calculation. However, during the reported periods there were no events that trigger a down round protection. |
Derivative Warrants Liability | Derivative Warrants Liability Certain warrants that were granted by the Company for commercial bank through funding transaction entitle the bank to exercise the warrants for a variable number of shares and/or for a variable exercise price and thus the fixed-for-fixed criteria is not met. Accordingly, the warrants were classified as a non-current liability according to the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”). The Company accounted for these warrants as a financial derivative liability measured upon initial recognition and on subsequent periods at fair value by using the Hybrid Method by combining the OPM and an IPO scenario. The fair value of the aforesaid warrants derivative liability is estimated using the Black-Scholes Model which requires inputs such as the expected term of the warrants, share price volatility and risk-free interest rate. These assumptions are reviewed on a regular basis and changes in the estimated fair value of the outstanding warrants are recognized each reporting period as part of the “Financing (income) expenses, net” line in the consolidated statements of operations and comprehensive loss, until such warrants are exercised or expired. When applicable, direct issuance expenses that were allocated to the above warrants were expensed as incurred. |
Modifications or exchanges of loans | Modifications or exchanges of loans Modifications to, or exchanges of, financial instruments such as loans or convertible loans, are accounted for as a modification or an extinguishment, following to provisions of ASC 470-50, “Debt – Modification and Extinguishments” (ASC 470-50 ) . Under ASC 470-50, modifications or exchanges are generally considered extinguishments with gains or losses recognized in current earnings if the terms of the new debt and original instrument are substantially different. The instruments are considered “substantially different” when the present value of the cash flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the terms of the original instrument . If the terms of a debt instrument are changed or modified and the present value of the cash flows under the terms of the new debt instrument is less than 10%, the debt instruments are not considered to be substantially different, except in the following two circumstances: (i) . If the original and new debt instruments are considered as “substantially different”, the original debt is derecognized and the new debt is initially recorded at fair value, with the difference recognized as an extinguishment gain or loss under financial expense or income as applicable . If a convertible debt instrument with a beneficial conversion option that was separately accounted for in equity, is extinguished prior to its conversion or stated maturity date, a portion of the reacquisition price is allocated to the repurchase of the beneficial conversion option. The amount of the reacquisition price allocated to the beneficial conversion option is measured using the intrinsic value of that conversion option at the extinguishment date. The residual amount, if any, is allocated to the convertible debt instrument . The gain or loss on the extinguishment of the convertible debt instrument is determined based on the difference between the carrying amount and the fair value of the allocated reacquisition price. |
Basic and diluted net loss per ordinary share | Basic and diluted net loss per Ordinary Share The Company applies the two-class method as required by ASC 260-10, “Earnings Per Share” (“ASC 260-10”) which requires the income or loss per share for each class of shares (ordinary and all other shares with preferences over Ordinary Shares) to be calculated assuming 100% of the Company’s earnings are distributed as dividends to each class of shares based on their contractual rights. No dividends were declared or paid during the reported periods. According to the provisions of ASC 260-10, the Company’s Convertible Preferred Shares and Convertible Ordinary 1 and 2 Shares do not have contractual obligation to share losses of the Company and therefore are not included in the computation in period of net loss per share. Basic net loss per Ordinary Share is computed by dividing the net loss for the period applicable to ordinary shareholders, by the weighted average number of Ordinary Shares outstanding during the period. Diluted loss per share gives effect to all potentially dilutive common shares outstanding during the year using the treasury stock method with respect to shares with preferences over Ordinary Shares (Convertible Ordinary 1 and 2 shares and Convertible Preferred Shares), share options and certain warrants and using the if-converted method with respect to convertible advance investments and certain warrants accounted for as derivative liability. In computing diluted loss per share, the average share price for the period is used in determining the number of shares assumed to be purchased from the exercise of share options or warrants. During the years ended December 31, 2022, 2021 and 2020, the total weighted average number of Ordinary Shares related to outstanding shares with preferences over Ordinary Shares (Convertible Ordinary 1 and 2 shares and Convertible Preferred Shares), share options, warrants and convertible advance investments excluded from the calculation of the diluted loss per share was 9,067,438, 8,957,327 and 8,842,202, respectively. |
Convertible Advance Investments | Convertible Advance Investments Upon initial recognition, the Company has considered the provisions of ASC 480-10 “Distinguishing Liabilities from Equity” with respect to certain obligations to issue a variable number of shares and has determined that the convertible advance investments represent a financial liability since most of its settlement alternatives embody either a conditional or an unconditional obligation to issue a variable number of the Company’s shares with monetary value based predominantly on a fixed monetary amount known at inception (the original issue price of the convertible advance investments together with a fixed return to the investors). Upon initial recognition, the Company has considered the provisions of ASC 815-15, “Derivatives and Hedging - Embedded Derivatives”, and determined that the embedded conversion feature of the convertible advance investments cannot be considered as clearly and closely related to the host debt instrument. However, it was determined that the embedded conversion feature should not be separated from the host instrument because the embedded conversion option, if freestanding, did not meet a derivative definition based on the provisions of ASC 815-10, “Derivatives and Hedging” since its terms did not require or permit net settlement. Thus, it was determined that the conversion feature does not meet the characteristic of being readily convertible to cash. However, the Company has determined that the redemption feature upon certain events is not solely within the Company’s control under which the Company will be required to repay an amount equal to 200% of the original investment was determined to represent a contingent interest feature that requires bifurcation from a host debt contract because the contingent interest feature meets a derivative definition and the economic characteristics of the embedded feature are not clearly and closely related to those of host debt instrument as such feature is not directly credit risk related. Furthermore, the Company applied ASC 470-20, “Debt - Debt with Conversion and Other Options” (“ASC 470-20”) which clarifies the accounting for instruments with Beneficial Conversion Features (BCF) or contingently adjustable conversion ratios and has applied the BCFs guidance to determine whether the conversion feature is beneficial to investors. However, as the convertible advance investments were not convertible upon inception (such instrument would have become convertible if the Company would have completed qualified financing by August 5, 2020), it was determined that no BCF was required to be recognized upon initial recognition of the instrument. Based on the characteristics of the convertible advance investments, the Company elected to measure this liability in its entirety, at its fair value in accordance with ASC 825-10, “Financial Instruments” due to the existence of certain redemption option and the potential requirement to recognize contingent BCF. Accordingly, upon initial recognition and in subsequent periods, the Company measures the liability related to the convertible advance investments based on its fair value taking into consideration, among others all relevant settlement possibilities and their respective likelihood. |
Capital contribution from a controlling shareholder | W. Capital contribution from a controlling shareholder The fair value of the benefit received in respect of loan received from the controlling shareholder is calculated on the basis of the difference between the interest rate that the Company would have required to pay for similar loan from commercial bank and the interest rate that the Company is actually charged under the agreement with the controlling shareholders. Such benefit is accounted for as capital contribution received from the controlling shareholder as additional paid-in capital and it is recorded as discount on the loan received against at the initial measurement date. Subsequently, such discount is expensed over the economic life of the loan based on the effective interest rate method. |
Share-based compensation | X. Share-based compensation The Company measures and recognizes compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments are recognized in the Statement of Operations and Comprehensive Loss as an operating expense based on fair value of the award at the grant date by using Black-Scholes option-pricing model. The inputs for the valuation analysis of the share options include several assumptions of which the most significant are the fair market value of the underlying Ordinary Share, the expected share price volatility and the expected option term. Expected volatility was calculated based upon historical volatility of peer companies in the same industry on daily basis since the Company’s marketability is considered low. The expected option term represents the period that the Company’s share options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The expected dividend yield assumption is based on the Company’s historical experience and expectation of no future dividend payouts. The Company has historically not paid cash dividends and has no foreseeable plans to pay cash dividends in the future. The Company expensed compensation costs net of estimated forfeitures over the requisite service period by applying the straight-line method. The fair value of Ordinary Shares underlying the share options was determined by the Company’s management with the assistance of an independent valuation firm. Because there has been no public market for the Ordinary Shares, the Company’s management has determined fair value of the Ordinary Shares at the time of grant by considering several objective and subjective factors including data from other comparable companies, sales of Convertible Preferred Shares to unrelated third parties, operating and financial performance, the lack of liquidity of share capital and general and industry specific economic outlook, amongst other factors. The fair value of the underlying Ordinary Shares shall be determined by management until such time as the ordinary shares are listed on an established stock exchange, national market system or other quotation system. For all reported periods through December 31, 2020, the valuations were performed using the Option Pricing Method (“OPM”). Commencing June 30, 2021, the valuations were performed using Hybrid Method by combining the OPM and an IPO scenario. Commencing January 1, 2019, following the adoption of ASU 2018-07 which aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees (with certain exceptions), share-based payments to non-employees are accounted in accordance with ASC 718. When applicable, a modification to the terms and/or conditions of an award (i.e. a change of award’s fair value, vesting conditions or classification as an equity or a liability instrument) is accounted for as an exchange of the original award for a new award resulting in total compensation cost equal to the grant-date fair value of the original award, plus the incremental value of the modification to the award. The calculation of the incremental value is based on the excess of the fair value of the modified award following the modification over the fair value of the original award measured immediately before its terms were modified. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of computing straight-line amortization | Rate of depreciation % Technology 20 Customer relationships 20 Trade names 10 |
Schedule of computing straight-line depreciation | Rate of depreciation % Computers and peripheral equipment 33 Office furniture and equipment 7-15 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Current Assets [Abstract] | |
Schedule of other current assets | As of 2022 2021 Prepaid expenses $ 32 $ 33 Government authorities 15 22 Others 17 11 $ 64 $ 66 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | |
Schedule of property and equipment net | As of 2022 2021 Computers and peripheral equipment $ 95 $ 93 Office furniture and equipment 42 42 137 135 Less - accumulated depreciation (122 ) (114 ) Total property and equipment, net $ 15 $ 21 |
Intangible Assets, Net and Go_2
Intangible Assets, Net and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net and Goodwill [Abstract] | |
Schedule of intangible assets, net and goodwil | As of 2022 2021 Carrying amount: Technology $ 2,007 $ 2,007 Customer relationships 1,127 1,127 Trade names 201 201 $ 3,335 $ 3,335 Accumulated amortization: Technology $ 2,007 $ 2,007 Customer relationships 1,127 1,127 Trade names 134 114 3,268 3,248 Intangible assets, net $ 67 $ 87 |
Schedule of the estimated future amortization expense of intangible assets | 2023 $ 20 2024-2026 47 $ 67 |
Loans, Net (Tables)
Loans, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loans, Net [Abstract] | |
Schedule of the Effective Date, management by assistance of third-party | As of Closing Date Derivative warrant liability (see Note 8) $ 78 Straight loan 822 Total gross consideration $ 900 |
Schedule of the reconciliation of the carrying amount | Year ended December 31, 2022 2021 2020 Opening balance $ 508 $ 1,069 $ 1,469 Consideration received from PPP Note - 54 75 Net consideration received from IBI Loan 887 - - Recognition of fair value of derivative warrant liability (88 ) - - PPP Note forgiveness (see also Note 6B) - (129 ) - Amortization of discounts relating to straight loan (see also Note 13) 14 14 29 Accrued interest expenses relating to straight loan (see also Note 13) 77 45 91 Repayment of accrued interest relating to straight loan (77 ) (45 ) (91 ) Repayment of Facility Fee relating to straight loan (10 ) (40 ) - Repayment of principal relating to straight loans (582 ) (500 ) (504 ) Derecognition due to extinguishment of original straight loan - (672 ) - Recognition subsequent to substantial modification of terms - 712 - Exchange rate differences (12 ) - - Closing balance $ 717 $ 508 $ 1,069 |
Schedule of maturity dates of outstanding loans | As of 2022 2021 First year (current maturities) (*) $ 164 $ 508 Second year 288 - Third year 265 - Closing balance $ 717 $ 508 (*) As described in Note 6C above, the Company is required to repay each year a minimum amount of $330 with respect to Repayment Amount (principal and interest). |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Current Liabilities [Abstract] | |
Schedule of other current liabilties | As of 2022 2021 Employees and payroll accruals $ 298 $ 341 Accrued expenses (*) 85 126 Government authorities 42 33 $ 425 $ 500 (*) Including accrued interest relating to straight loan amounted to $11 as of December 31, 2022. See also Note 13. |
Derivative Warrants Liabiliti_2
Derivative Warrants Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Warrants Liabilities [Abstract] | |
Schedule of reconciliation of the fair value of derivative warrants liabilities | Year ended December 31, 2022 2021 Opening balance $ 50 $ - Recognition of fair value of 2021 Warrant issued upon substantial modification of terms (see Note 6A1) - 50 Recognition of fair value of Warrant Share issued at Effective Date (see Note 6C) 88 - Closing balance $ 138 $ 50 |
Convertible Advance Investment
Convertible Advance Investment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Advance Investment [Abstract] | |
Schedule of reconciliation of the carrying amount of the convertible advance investment | Year ended December 31, 2022 2021 2020 Opening balance $ 4,770 $ 3,922 $ 3,486 Net consideration received - 560 - Change in the fair value of convertible advance investments (see also Note 13) 70 288 436 Closing balance $ 4,840 $ 4,770 $ 3,922 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingent Liabilities [Abstract] | |
Schedule of future minimum commitment under binding lease agreeements | Lease of 2023 $ 77 $ 77 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders’ Equity (Deficit) [Abstract] | |
Schedule of composition of shareholders' equity | As of As of Authorized Issued and Authorized Issued and Number of shares Shares of NIS 0.05 par value: Series Ordinary Shares (A) 14,307,116 2,578,760 14,316,880 2,578,760 Series Convertible Ordinary 1 Shares (B) 607,680 607,680 607,680 607,680 Series Convertible Ordinary 2 Shares (B) 889,200 889,200 889,200 889,200 Series Convertible B Preferred Shares (B) 2,047,200 2,047,200 2,047,200 2,047,200 Series Convertible B1 Preferred Shares B) 738,240 738,240 738,240 738,240 Series Convertible C Preferred Shares (B) 3,410,564 2,928,960 3,400,800 2,928,960 Total 22,000,000 9,790,040 22,000,000 9,790,040 A. The Ordinary Shares confer upon the holders thereof all rights accruing to a shareholder of the Company, as provided in the Company’s Articles of Association (the “Articles”), including, without limitation, the right to receive notices of, and to attend, all general meetings, the right to vote thereat with each Ordinary Share held entitling the holder thereof to one vote at all general meetings (and written actions in lieu of meetings), the right to participate and share on a per share basis, in any distribution and in distribution of surplus assets and funds of the Company in the event of a liquidation event, and certain other rights as may be expressly provided for herein or under the Companies Law. All Ordinary Shares rank pari passu amongst themselves for all intents and purposes, including, without limitation, in relation to the amounts of capital paid or credited as paid on their nominal value. The voting, dividend and liquidation rights of the holders of Ordinary Shares are subject to and qualified by the rights, powers and preferences of the holders of the Convertible Preferred Shares and the Convertible Ordinary 1 and 2 Shares as set below. B. The Convertible Ordinary 1 Shares, Convertible Ordinary 2 Shares, Convertible B Preferred Shares, Convertible B1 Preferred Shares and the Convertible C Preferred Shares (referring together herein as “Convertible Preferred Shares”) shall confer upon the holders thereof all rights conferred upon the holders of Ordinary Shares in the Company. In addition, the holders of Convertible Preferred Shares shall have rights, preferences and privileges, as follows: Liquidation preference - Based on preference of distribution, in the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, change in control or distribution, the Company’s assets or surplus funds legally available for distribution shall be distributed to the holders of Convertible Preferred Shares pursuant to which each Convertible Preferred Share will be entitled to receive 1.2 of the applicable original issue price paid by each Convertible Preferred shareholder plus all accrued but unpaid dividends and less the aggregate of all amounts previously paid in preference. The aggregate liquidation preference of all shares with preferences over Ordinary Shares as of December 31, 2022 and 2021 amounted to $33,785. None of the foregoing dollar amounts include dividends, as the Board of Directors has not declared any dividends since inception. The Convertible Preferred Shares have been classified as part of the permanent equity of the Company since upon occurrence of liquidation event all holder of the Ordinary Shares and the Convertible Preferred Shares will be entitled to receive the same form of consideration. Voting - Each shareholder shall have one vote for each Ordinary Share held by such shareholder of record or such Ordinary Shares as would be held by each holder of Convertible Preferred Share if all Convertible Preferred Shares were converted to Ordinary Shares at the then effective conversion rate, on every resolution. Conversion - Each holder of a Convertible Preferred Share shall be entitled to convert, at any time and from time to time, and without payment of additional consideration, into such number of fully paid and non-assessable shares of Ordinary Share in ratio as determined in the Articles, which initially shall be one to one. The conversion price initially shall be the applicable Original Issue Price subject to adjustments as describe in the Articles. All outstanding Convertible Preferred Shares shall automatically be converted into Ordinary Shares at the then-effective conversion rate applicable upon the earlier of (i) closing of sale of Ordinary Shares in an initial firm-commitment underwritten public offering, with net proceeds to the Company of $50,000 and at an offering price per share equal to at least 5 times the Preferred C Original Issue Price (Qualified IPO) or (ii) affirmative vote or written consent of majority shareholders of the then outstanding Convertible Preferred Shares, with respect to each series. C. On March 14, 2022, the Company’s shareholders approved, among other matters, the following matters as were originally approved by the Company’s Board of Directors on March 1, 2022 - 1. In connection with listing of the Company’s Ordinary Shares on Nasdaq, increase the Company’s authorized shares from 22,000,000 to 222,000,000. 2. Approve and ratify (i) subject to the listing of the Company’s Ordinary Shares on Nasdaq, the voluntary conversion of all the Ordinary 1, Ordinary 2, Preferred B, Preferred B-1 and Preferred B shares of the Company into Ordinary Shares (collectively, the “Voluntary Conversion”), (ii) subject to the listing of the Company’s Ordinary Shares on Nasdaq, a reverse share split of all outstanding Ordinary Shares of the Company at a ratio of 5:1 so that each 5 ordinary shares nominal value NIS 0.01 each shall be consolidated into 1 Ordinary Share each, and (the “Reverse Share Split”) (iii) subject to the listing of the Company’s Ordinary Shares on Nasdaq, the recapitalization and redistribution of the entire share capital of the Company (the “Recapitalization”), so that following such Voluntary Conversion and Recapitalization, the share capital of the Company shall consist of NIS 11,100,000 divided into 222,000,000 Ordinary Shares each of which 9,790,040 are issued and outstanding (post the aforesaid Reverse Share Split). For accounting purposes, following the completion of the IPO transaction as noted in Note 17 below, all shares, options and warrants to purchase Ordinary Shares and loss per share amounts have been adjusted to give retroactive effect to the Reverse Share Split for all periods presented in these consolidated financial statements. Any fractional shares resulting from the Reverse Share Split were rounded up to the nearest whole share. |
Share Options (Tables)
Share Options (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share Options [Abstract] | |
Schedule of company’s share option activity for employees and members of the board of directors | Number of Weighted Weighted Intrinsic Outstanding as of December 31, 2019 1,291,810 1.65 5.94 194 Granted 353,960 1.80 9.35 Exercised (9,800 ) 1.15 - Forfeited or expired (381,970 ) 1.75 - Outstanding as of December 31, 2020 1,254,000 1.70 6.12 125 Exercisable as of December 31, 2020 839,665 1.50 4.73 252 Number of Weighted Weighted Intrinsic Outstanding as of December 31, 2020 1,254,000 1.70 6.12 125 Granted 214,688 2.05 9.64 Forfeited or expired (101,520 ) 1.80 - Outstanding as of December 31, 2021 1,367,168 1.75 5.72 4,860 Exercisable as of December 31, 2021 927,988 1.60 4.25 3,429 Number of Weighted Weighted Intrinsic Outstanding as of December 31, 2021 1,367,168 1.75 5.72 4,860 Granted 286,875 1.83 Forfeited or expired (83,052 ) 1.45 - Outstanding as of December 31, 2022 1,570,991 1.78 4.97 2,435 Exercisable as of December 31, 2022 1,048,297 1.70 3.2 1,677 |
Schedule of outstanding and exercisable share options separated ranges of exercise prices | Exercise price Share options Weighted Share options Weighted $ $ $ 0.00 152,640 2.42 152,640 1.03 1.14 228,480 1.39 228,480 1.39 1.67 43,200 2.21 43,200 2.21 1.83 982,870 6.75 489,239 4.70 3.2 35,001 6.45 10,938 6.45 3.79 60,000 1.59 60,000 1.59 4.17 28,800 3.03 28,800 3.03 5.12 40,000 6.54 35,000 6.54 1,570,991 1,048,297 |
Schedule of assumptions used to estimate the fair values of the share options granted | Year ended December 31 2022 2021 2020 Volatility (%) 61.49 % 64.75 % 61.89%-61.91 % Risk-free interest rate (%) 3.64%-3.85 % 0.09 % 0.03%-0.04 % Dividend yield (%) - - - Expected life (years) 6.25 6.25 6.25 Exercise price ($) 1.83 1.80-3.20 1.80 Share price ($) 3.30 3.20 1.80 |
Schedule of company’s equity-based awards recognized | Year ended December 31 2022 2021 2020 Research and development $ 144 $ 94 $ 60 Sales and marketing 49 45 48 General and administrative 29 18 12 $ 222 $ 157 $ 120 |
Financing Expenses, Net (Tables
Financing Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financing Expenses [Abstract] | |
Schedule of financing expenses | Year ended December 31 2022 2021 2020 Change in fair value of convertible advance investment (see Note 9) $ 70 $ 288 $ 436 Amortization of discount and accrued interest relating to straight loan received from commercial Bank (see Note 6 and Note 7) 102 59 120 Modification of terms relating to straight loan (see Note 6A1) - 90 - Amortization of discount relating to liability to related party (see Note 14) 40 - - Exchange rate differences and others (47 ) 38 141 $ 165 $ 475 $ 697 |
Related Parties Transactions (T
Related Parties Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of the reconciliation of the carrying amount of the Company | Year ended December 31, 2022 2021 2020 Opening balance $ 345 $ 168 $ - Accrued liability in respect to additional services rendered 115 177 168 Recognition of capital contribution from a controlling shareholder (112 ) - - Amortization of discount relating to liability to related party 40 - - Closing balance $ 388 $ 345 $ 168 |
Schedule of maturity dates | As of 2022 2021 First year (current maturities) $ 126 $ 345 Second year 262 - Closing balance $ 388 $ 345 |
Schedule of expenses related to service agreement and the office services agreement | Year ended December 31 2022 2021 2020 Research and development $ 42 $ 44 $ 82 Sales and marketing 42 44 58 General and administrative 83 89 108 $ 167 $ 177 $ 248 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Taxes on Income [Abstract] | |
Schedule of loss (income) before taxes on income | Year ended December 31 2022 2021 2020 Domestic $ 1,293 $ 1,104 $ 2,529 Foreign operations (Beamr Inc and Imaging RU) (97 ) (204 ) (165 ) $ 1,196 $ 900 $ 2,364 |
Schedule of deferred income taxes reflect the net tax effects of net operating loss | As of Composition of deferred tax assets: 2022 2021 Net operating loss and capital losses carry-forward $ 6,343 $ 6,254 Research and development credits 438 588 Vacation accrual 48 62 Net deferred tax asset before deferred tax liabilities and valuation allowance 6,829 6,904 Valuation allowance (6,829 ) (6,904 ) Net deferred tax assets $ - $ - |
Segment Geographical Informat_2
Segment Geographical Information And Major Customers (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Geographical Information And Major Customers [Abstract] | |
Schedule of revenues by geographic region | Year ended December 31 2022 2021 2020 United States $ 2,134 $ 2,597 $ 2,558 Israel 22 101 61 Rest of the world 707 602 557 $ 2,863 $ 3,300 $ 3,176 |
Schedule of Long-lived assets net by geographic areas | As of 2022 2021 Israel $ 12 $ 13 United States 1 4 Russia 2 4 $ 15 $ 21 |
Schedule of revenue disaggregated by primary major product lines and services | Year ended December 31, 2022 2021 2020 Software license: Perpetual based software license - transferred at a point of time $ 1,068 $ 1,156 $ 1,043 Term-based software license - transferred at a point of time 1,630 2,032 1,976 Total software license (*) $ 2,740 $ 3,188 $ 3,019 PCS services transferred over a period of time 123 112 157 Advertising at a point of time upon clicks 42 - - $ 2,863 $ 3,300 $ 3,176 (*) Revenue recognized from sales-based software license was $48, $45 and $99 during the years ended December 31, 2022, 2021 and 2020, respectively (see also Note 2N). |
General (Details)
General (Details) | 12 Months Ended | ||||
Feb. 27, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 ILS (₪) | |
General (Details) [Line Items] | |||||
Net loss | $ (1,248,000) | $ (952,000) | $ (2,459,000) | ||
Accumulative deficit | (30,969,000) | (29,721,000) | |||
Net amounts raised | 54,000 | 75,000 | |||
Exercise of share option value through paycheck protection | 11,000 | ||||
Issuance of convertible debt | 560,000 | ||||
Net amount | 887,000 | ||||
Public offering price | 313,000 | ||||
Public offering price (in Dollars per share) | $ / shares | $ 4 | ||||
Aggregate gross proceeds | $ 7,800,000 | ||||
Ordinary shares [Member] | |||||
General (Details) [Line Items] | |||||
Net loss | |||||
Ordinary shares per value (in New Shekels) | ₪ | ₪ 0.05 | ||||
IPO [Member] | |||||
General (Details) [Line Items] | |||||
Net loss | $ 1,248,000 | ||||
Public offering price | $ 1,950,000 | ||||
Public offering price (in Dollars per share) | $ / shares | $ 4,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies (Details) [Line Items] | |||
Initial public offering total amount (in Dollars) | $ 313 | ||
Employee compensation percentage | 8.33% | ||
Receivable amount (in Dollars) | $ 35 | $ 29 | |
Deferred revenue (in Dollars) | $ 31 | $ 33 | |
Debt instrument percent | 10% | ||
New debt instrument percentage | 10% | ||
Carrying amount percentage | 10% | ||
Percentage of dividend | 100% | ||
Weighted average number of ordinary shares related to outstanding (in Shares) | 9,067,438 | 8,957,327 | 8,842,202 |
Convertible Advance Investments [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Investment percentage | 200% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of computing straight-line amortization | 12 Months Ended |
Dec. 31, 2022 | |
Technology {Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Property, plant and equipment, depreciation percentage | 20% |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Property, plant and equipment, depreciation percentage | 20% |
Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Property, plant and equipment, depreciation percentage | 10% |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of computing straight-line depreciation | Dec. 31, 2022 |
Compare and Peripheral equipment [Member] | |
Significant Accounting Policies (Details) - Schedule of computing straight-line depreciation [Line Items] | |
Property, plant and equipment, depreciation percentage | 33% |
Office furniture and equipment [Member] | Minimum [Member] | |
Significant Accounting Policies (Details) - Schedule of computing straight-line depreciation [Line Items] | |
Property, plant and equipment, depreciation percentage | 7% |
Office furniture and equipment [Member] | Maximum [Member] | |
Significant Accounting Policies (Details) - Schedule of computing straight-line depreciation [Line Items] | |
Property, plant and equipment, depreciation percentage | 15% |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of other current assets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Other Current Assets [Abstract] | ||
Prepaid expenses | $ 32 | $ 33 |
Government authorities | 15 | 22 |
Others | 17 | 11 |
Total other current assets | $ 64 | $ 66 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, Net [Abstract] | |||
Total depreciation expenses | $ 8 | $ 16 | $ 32 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment net - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 137 | $ 135 |
Less - accumulated depreciation | (122) | (114) |
Total property and equipment, net | 15 | 21 |
Computers and peripheral equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 95 | 93 |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 42 | $ 42 |
Intangible Assets, Net and Go_3
Intangible Assets, Net and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets, Net and Goodwill [Abstract] | |||
Total amortization expenses (in Dollars) | $ 20 | $ 177 | $ 647 |
Discount rate | 25.30% | 25.50% | |
Long-term growth rate | 3% | 3% |
Intangible Assets, Net and Go_4
Intangible Assets, Net and Goodwill (Details) - Schedule of intangible assets, net and goodwil - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Carrying amount: | ||
Carrying amount | $ 3,335 | $ 3,335 |
Accumulated amortization: | ||
Accumulated amortization | 3,268 | 3,248 |
Intangible assets, net | 67 | 87 |
Technology [Member] | ||
Carrying amount: | ||
Carrying amount | 2,007 | 2,007 |
Accumulated amortization: | ||
Accumulated amortization | 2,007 | 2,007 |
Customer relationships [Member] | ||
Carrying amount: | ||
Carrying amount | 1,127 | 1,127 |
Accumulated amortization: | ||
Accumulated amortization | 1,127 | 1,127 |
Trade names [Member] | ||
Carrying amount: | ||
Carrying amount | 201 | 201 |
Accumulated amortization: | ||
Accumulated amortization | $ 134 | $ 114 |
Intangible Assets, Net and Go_5
Intangible Assets, Net and Goodwill (Details) - Schedule of the estimated future amortization expense of intangible assets $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule of the Estimated Future Amortization Expense of Intangible Assets [Abstract] | |
2023 | $ 20 |
2024-2026 | 47 |
Total | $ 67 |
Loans, Net (Details)
Loans, Net (Details) $ / shares in Units, ₪ in Thousands | 12 Months Ended | ||||||||||
Jul. 07, 2022 USD ($) | Jul. 07, 2022 ILS (₪) | Apr. 29, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Feb. 17, 2022 USD ($) | Mar. 25, 2021 USD ($) | May 07, 2020 USD ($) | Jun. 01, 2018 USD ($) | Feb. 19, 2017 USD ($) | |
Loans, Net (Details) [Line Items] | |||||||||||
Aggregate principal amount | $ 350,000 | ||||||||||
Issuance of warrants (in Shares) | shares | 65,563 | ||||||||||
Exercise price of per share (in Dollars per share) | $ / shares | $ 5.12 | ||||||||||
Amortization of discount and interest expenses | $ 14,000 | $ 14,000 | $ 29,000 | ||||||||
Warrants purchase (in Shares) | shares | 9,764 | ||||||||||
Warrant value | 50,000 | ||||||||||
Line of Credit Facility, Fair Value of Amount Outstanding | 672,000 | ||||||||||
Represent value | $ 712,000 | ||||||||||
Interest rate | 15.45% | 5% | |||||||||
Principal amounts interest rate | 80% | ||||||||||
Preferred Stock, Shares Issued (in Shares) | shares | 5,714,400 | 5,714,400 | |||||||||
Exercise price (in Dollars per share) | $ / shares | $ 5.12 | ||||||||||
Aggregate cost | $ 10,000 | $ 54,000 | $ 75,000 | ||||||||
PPP Amount bears interest rate | 1% | ||||||||||
Other income | $ 129,000 | ||||||||||
Agreement amount received | $ 900,000 | ₪ 3,100 | |||||||||
Royalty amount received | 1,200,000 | ₪ 4,172,760 | |||||||||
Minimum annual payment | $ 330,000 | ||||||||||
Percentage of outstanding repayment and payment amount | 50% | ||||||||||
Percentage of discount outstanding | 35% | ||||||||||
Non-refundable one-time fee | $ 13,000 | ||||||||||
Percentage of payment amount plus VAT | 200% | ||||||||||
Financing, less rate | 20% | ||||||||||
Value of divided | $ 62,500,000 | ||||||||||
Issuance term | 10 years | ||||||||||
Total incremental | $ 1,000 | ||||||||||
Payments of Loan Costs | 12,000,000 | ||||||||||
Repayment amount | $ 330,000 | ||||||||||
Warrant [Member] | |||||||||||
Loans, Net (Details) [Line Items] | |||||||||||
Financing, less rate | 20% | ||||||||||
Maximum [Member] | |||||||||||
Loans, Net (Details) [Line Items] | |||||||||||
Warrant total amount | $ 2,875,000 | ||||||||||
Amortization of discount and interest expenses | 12,000 | ||||||||||
Minimum [Member] | |||||||||||
Loans, Net (Details) [Line Items] | |||||||||||
Warrant total amount | $ 125,000 | ||||||||||
Amortization of discount and interest expenses | $ 59,000 | ||||||||||
Warrant value | $ 50,000 | ||||||||||
Floating rate [Member] | |||||||||||
Loans, Net (Details) [Line Items] | |||||||||||
Principal amounts interest rate | 8.25% | ||||||||||
Prime Rate [Member] | |||||||||||
Loans, Net (Details) [Line Items] | |||||||||||
Principal amounts interest rate | 5% | ||||||||||
IPO [Member] | |||||||||||
Loans, Net (Details) [Line Items] | |||||||||||
Financing, less rate | 20% | ||||||||||
Series C Preferred Stock [Member] | |||||||||||
Loans, Net (Details) [Line Items] | |||||||||||
Preferred Stock, Shares Issued (in Shares) | shares | 4,785 | ||||||||||
IBI Spikes Ltd [Member] | |||||||||||
Loans, Net (Details) [Line Items] | |||||||||||
Percentage of payment amount plus VAT | 1.50% | ||||||||||
2022 Loan Agreement [Member] | |||||||||||
Loans, Net (Details) [Line Items] | |||||||||||
Interest rate | 80% | ||||||||||
Loans and Security Agreement [Member] | |||||||||||
Loans, Net (Details) [Line Items] | |||||||||||
Aggregate principal amount | $ 3,000,000 | $ 3,000,000 | |||||||||
Bearing interest rate | 3.50% | ||||||||||
Interest rate | 5% | ||||||||||
Shares issued (in Shares) | shares | 41,040 | ||||||||||
Remaining balance principal due | 667,000 | ||||||||||
Line of Credit Facility, Commitment Fee Amount | $ 50,000 | ||||||||||
Convertible Preferred Stock [Member] | |||||||||||
Loans, Net (Details) [Line Items] | |||||||||||
Issuance of warrants (in Shares) | shares | 41,040 | ||||||||||
Exercise price of per share (in Dollars per share) | $ / shares | $ 5.12 |
Loans, Net (Details) - Schedule
Loans, Net (Details) - Schedule of the Effective Date, management by assistance of third-party $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of the Effective Date Management by Assistance of Third Party [Abstract] | |
Derivative warrant liability (see Note 8) | $ 78 |
Straight loan | 822 |
Total gross consideration | $ 900 |
Loans, Net (Details) - Schedu_2
Loans, Net (Details) - Schedule of the reconciliation of the carrying amount - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of the Reconciliation of the Carrying Amount [Abstract] | |||
Opening balance | $ 508 | $ 1,069 | $ 1,469 |
Consideration received from PPP Note | 54 | 75 | |
Net consideration received from IBI Loan | 887 | ||
Recognition of fair value of derivative warrant liability | (88) | ||
PPP Note forgiveness (see also Note 6B) | (129) | ||
Amortization of discounts relating to straight loan (see also Note 13) | 14 | 14 | 29 |
Accrued interest expenses relating to straight loan (see also Note 13) | 77 | 45 | 91 |
Repayment of accrued interest relating to straight loan | (77) | (45) | (91) |
Repayment of Facility Fee relating to straight loan | (10) | (40) | |
Repayment of principal relating to straight loans | (582) | (500) | (504) |
Derecognition due to extinguishment of original straight loan | (672) | ||
Recognition subsequent to substantial modification of terms | 712 | ||
Exchange rate differences | (12) | ||
Closing balance | $ 717 | $ 508 | $ 1,069 |
Loans, Net (Details) - Schedu_3
Loans, Net (Details) - Schedule of maturity dates of outstanding loans - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Maturity Dates of Outstanding Loans [Abstract] | |||
First year (current maturities) | [1] | $ 164 | $ 508 |
Second year | 288 | ||
Third year | 265 | ||
Closing balance | $ 717 | $ 508 | |
[1]As described in Note 6C above, the Company is required to repay each year a minimum amount of $330 with respect to Repayment Amount (principal and interest). |
Other Current Liabilities (Deta
Other Current Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Other Current Liabilities [Abstract] | |
Accrued interest | $ 11 |
Other Current Liabilities (De_2
Other Current Liabilities (Details) - Schedule of other current liabilties - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Other Current Liabilties Abstract | |||
Employees and payroll accruals | $ 298 | $ 341 | |
Accrued expenses | [1] | 85 | 126 |
Government authorities | 42 | 33 | |
Total other current liabilities | $ 425 | $ 500 | |
[1]Including accrued interest relating to straight loan amounted to $11 as of December 31, 2022. See also Note 13. |
Derivative Warrants Liabiliti_3
Derivative Warrants Liabilities (Details) - Schedule of reconciliation of the fair value of derivative warrants liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Reconciliation Of The Fair Value Of Derivative Warrants Liabilities Abstract | ||
Opening balance | $ 50 | |
Recognition of fair value of 2021 Warrant issued upon substantial modification of terms (see Note 6A1) | 50 | |
Recognition of fair value of Warrant Share issued at Effective Date (see Note 6C) | 88 | |
Closing balance | $ 138 | $ 50 |
Convertible Advance Investmen_2
Convertible Advance Investment (Details) - USD ($) | 12 Months Ended | ||||||
Feb. 27, 2023 | Dec. 31, 2022 | Feb. 17, 2022 | Aug. 25, 2021 | Mar. 25, 2021 | May 07, 2020 | Aug. 06, 2019 | |
Convertible Advance Investment (Details) [Line Items] | |||||||
Amount raised | $ 350,000 | ||||||
Aggregate investment | $ 10,000 | $ 54,000 | $ 75,000 | ||||
Discount percentage | 10% | ||||||
Redemption payment percentage | 200% | ||||||
Conversion price | 80% | ||||||
Public offering price (in Dollars per share) | $ 4 | ||||||
IPO [Member] | |||||||
Convertible Advance Investment (Details) [Line Items] | |||||||
Public offering price (in Dollars per share) | $ 4,000 | ||||||
Advance Investment Agreements [Member] | |||||||
Convertible Advance Investment (Details) [Line Items] | |||||||
Aggregate investment | $ 10,000,000 | ||||||
Discount percentage | 20% | ||||||
Advance Investment Agreements [Member] | Minimum [Member] | |||||||
Convertible Advance Investment (Details) [Line Items] | |||||||
Amount raised | $ 560,000 | ||||||
Advance Investment Agreements [Member] | Maximum [Member] | |||||||
Convertible Advance Investment (Details) [Line Items] | |||||||
Amount raised | $ 3,097,000 | ||||||
Advance Investment Agreements [Member] | Convertible Preferred Stock [Member] | |||||||
Convertible Advance Investment (Details) [Line Items] | |||||||
Aggregate investment | $ 10,000,000 | ||||||
Discount percentage | 20% | ||||||
Conversion amount | $ 62,500,000 |
Convertible Advance Investmen_3
Convertible Advance Investment (Details) - Schedule of reconciliation of the carrying amount of the convertible advance investment - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Reconciliation Of The Carrying Amount Of The Convertible Advance Investment [Abstract] | |||
Opening balance | $ 4,770 | $ 3,922 | $ 3,486 |
Net consideration received | 560 | ||
Change in the fair value of convertible advance investments (see also Note 13) | 70 | 288 | 436 |
Closing balance | $ 4,840 | $ 4,770 | $ 3,922 |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities (Details) ₪ in Thousands | 1 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||
Aug. 30, 2022 USD ($) | Aug. 31, 2022 USD ($) | Aug. 31, 2022 ILS (₪) | Feb. 28, 2022 USD ($) | Feb. 28, 2022 ILS (₪) | Aug. 31, 2021 USD ($) | Aug. 31, 2021 ILS (₪) | Feb. 28, 2021 USD ($) | Feb. 28, 2021 ILS (₪) | Jul. 31, 2023 USD ($) | Aug. 31, 2023 USD ($) | Aug. 31, 2023 ILS (₪) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | |
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||||
Rental fee | $ 5,600 | ₪ 18 | |||||||||||||
Monthly fee | $ 3,000 | $ 7,400 | ₪ 23 | $ 6,500 | ₪ 21 | $ 5,300 | ₪ 17 | ||||||||
Lease expenses | $ | $ 119,000 | $ 115,000 | $ 167,000 | ||||||||||||
Options to purchase (in Shares) | 1,048,297 | 927,988 | 839,665 | ||||||||||||
Forecast [Member] | |||||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||||
Monthly fee | $ 3,000 | $ 7,100 | ₪ 25 | ||||||||||||
Board of Directors [Member] | |||||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||||
Options to purchase (in Shares) | 19,000 |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities (Details) - Schedule of future minimum commitment under binding lease agreeements $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule Of Future Minimum Commitment Under Binding Lease Agreeements Abstract | |
2023 | $ 77 |
Total | $ 77 |
Shareholders_ Equity (Deficit_2
Shareholders’ Equity (Deficit) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||
Original issue price per share (in Dollars per share) | $ 1.2 | |
Aggregate liquidation preference of shares | $ 33,785 | $ 33,785 |
Net proceeds | $ 50,000 | |
Shares authorized (in Shares) | 22,000,000 | 22,000,000 |
Voluntary conversion description | subject to the listing of the Company’s Ordinary Shares on Nasdaq, the voluntary conversion of all the Ordinary 1, Ordinary 2, Preferred B, Preferred B-1 and Preferred B shares of the Company into Ordinary Shares (collectively, the “Voluntary Conversion”), (ii) subject to the listing of the Company’s Ordinary Shares on Nasdaq, a reverse share split of all outstanding Ordinary Shares of the Company at a ratio of 5:1 so that each 5 ordinary shares nominal value NIS 0.01 each shall be consolidated into 1 Ordinary Share each, and (the “Reverse Share Split”) (iii) subject to the listing of the Company’s Ordinary Shares on Nasdaq, the recapitalization and redistribution of the entire share capital of the Company (the “Recapitalization”), so that following such Voluntary Conversion and Recapitalization, the share capital of the Company shall consist of NIS 11,100,000 divided into 222,000,000 Ordinary Shares each of which 9,790,040 are issued and outstanding (post the aforesaid Reverse Share Split). | |
Minimum [Member] | ||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||
Shares authorized (in Shares) | 22,000,000 | |
Maximum [Member] | ||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||
Shares authorized (in Shares) | 222,000,000 |
Shareholders_ Equity (Deficit_3
Shareholders’ Equity (Deficit) (Details) - Schedule of composition of shareholders' equity - shares | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of shares | |||
Authorized shares | 22,000,000 | 22,000,000 | |
Issued and outstanding shares | 9,790,040 | 9,790,040 | |
Series Ordinary Shares [Member] | |||
Number of shares | |||
Authorized shares | [1] | 14,307,116 | 14,316,880 |
Issued and outstanding shares | [1] | 2,578,760 | 2,578,760 |
Series Convertible Ordinary 1 Shares [Member] | |||
Number of shares | |||
Authorized shares | [2] | 607,680 | 607,680 |
Issued and outstanding shares | [2] | 607,680 | 607,680 |
Series Convertible Ordinary 2 Shares [Member] | |||
Number of shares | |||
Authorized shares | [2] | 889,200 | 889,200 |
Issued and outstanding shares | [2] | 889,200 | 889,200 |
Series Convertible B Preferred Shares [Member] | |||
Number of shares | |||
Authorized shares | [2] | 2,047,200 | 2,047,200 |
Issued and outstanding shares | [2] | 2,047,200 | 2,047,200 |
Series Convertible B1 Preferred Shares [Member] | |||
Number of shares | |||
Authorized shares | [2] | 738,240 | 738,240 |
Issued and outstanding shares | [2] | 738,240 | 738,240 |
Series Convertible C Preferred Shares [Member] | |||
Number of shares | |||
Authorized shares | [2] | 3,410,564 | 3,400,800 |
Issued and outstanding shares | [2] | 2,928,960 | 2,928,960 |
[1]The Ordinary Shares confer upon the holders thereof all rights accruing to a shareholder of the Company, as provided in the Company’s Articles of Association (the “Articles”), including, without limitation, the right to receive notices of, and to attend, all general meetings, the right to vote thereat with each Ordinary Share held entitling the holder thereof to one vote at all general meetings (and written actions in lieu of meetings), the right to participate and share on a per share basis, in any distribution and in distribution of surplus assets and funds of the Company in the event of a liquidation event, and certain other rights as may be expressly provided for herein or under the Companies Law. All Ordinary Shares rank pari passu amongst themselves for all intents and purposes, including, without limitation, in relation to the amounts of capital paid or credited as paid on their nominal value. The voting, dividend and liquidation rights of the holders of Ordinary Shares are subject to and qualified by the rights, powers and preferences of the holders of the Convertible Preferred Shares and the Convertible Ordinary 1 and 2 Shares as set below.[2]The Convertible Ordinary 1 Shares, Convertible Ordinary 2 Shares, Convertible B Preferred Shares, Convertible B1 Preferred Shares and the Convertible C Preferred Shares (referring together herein as “Convertible Preferred Shares”) shall confer upon the holders thereof all rights conferred upon the holders of Ordinary Shares in the Company. In addition, the holders of Convertible Preferred Shares shall have rights, preferences and privileges, as follows: Liquidation preference - Based on preference of distribution, in the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, change in control or distribution, the Company’s assets or surplus funds legally available for distribution shall be distributed to the holders of Convertible Preferred Shares pursuant to which each Convertible Preferred Share will be entitled to receive 1.2 of the applicable original issue price paid by each Convertible Preferred shareholder plus all accrued but unpaid dividends and less the aggregate of all amounts previously paid in preference. The aggregate liquidation preference of all shares with preferences over Ordinary Shares as of December 31, 2022 and 2021 amounted to $33,785. None of the foregoing dollar amounts include dividends, as the Board of Directors has not declared any dividends since inception. The Convertible Preferred Shares have been classified as part of the permanent equity of the Company since upon occurrence of liquidation event all holder of the Ordinary Shares and the Convertible Preferred Shares will be entitled to receive the same form of consideration. Voting - Each shareholder shall have one vote for each Ordinary Share held by such shareholder of record or such Ordinary Shares as would be held by each holder of Convertible Preferred Share if all Convertible Preferred Shares were converted to Ordinary Shares at the then effective conversion rate, on every resolution. Conversion - Each holder of a Convertible Preferred Share shall be entitled to convert, at any time and from time to time, and without payment of additional consideration, into such number of fully paid and non-assessable shares of Ordinary Share in ratio as determined in the Articles, which initially shall be one to one. The conversion price initially shall be the applicable Original Issue Price subject to adjustments as describe in the Articles. All outstanding Convertible Preferred Shares shall automatically be converted into Ordinary Shares at the then-effective conversion rate applicable upon the earlier of (i) closing of sale of Ordinary Shares in an initial firm-commitment underwritten public offering, with net proceeds to the Company of $50,000 and at an offering price per share equal to at least 5 times the Preferred C Original Issue Price (Qualified IPO) or (ii) affirmative vote or written consent of majority shareholders of the then outstanding Convertible Preferred Shares, with respect to each series. |
Share Options (Details)
Share Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | |
Share Options [Abstract] | |||
Ordinary shares subject to adjustments | 2,069,280 | ||
Ordinary shares available for future issuance | 355,530 | ||
Weighted average grant date fair value of share options granted | $ 0.51 | $ 0.2 | $ 0.44 |
Exercised share options | 9,800 | ||
Total consideration | $ 11 | ||
Unrecognized compensation expense | $ 1,029 | ||
Weighted average period | 1 year 8 months 19 days |
Share Options (Details) - Sched
Share Options (Details) - Schedule of company’s share option activity for employees and members of the board of directors - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Company SShare Option Activity For Employees And Members Of The Board Of Directors Abstract | |||
Number of Share Options, Outstanding | 1,367,168 | 1,254,000 | 1,291,810 |
Weighted Average Exercise Price, Outstanding | $ 1.75 | $ 1.7 | $ 1.65 |
Weighted average remaining contractual life, Outstanding | 5 years 8 months 19 days | 6 years 1 month 13 days | 5 years 11 months 8 days |
Intrinsic value, Outstanding | $ 4,860 | $ 125 | $ 194 |
Number of Share Options, Granted | 286,875 | 214,688 | 353,960 |
Weighted Average Exercise Price, Granted | $ 1.83 | $ 2.05 | $ 1.8 |
Weighted average remaining contractual life, Granted | 9 years 7 months 20 days | 9 years 4 months 6 days | |
Number of Share Options, Exercised | (9,800) | ||
Weighted Average Exercise Price, Exercised | $ 1.15 | ||
Weighted average remaining contractual life, Exercised | |||
Number of Share Options, Forfeited or expired | (83,052) | (101,520) | (381,970) |
Weighted Average Exercise Price, Forfeited or expired | $ 1.45 | $ 1.8 | $ 1.75 |
Weighted average remaining contractual life, Forfeited or expired | |||
Number of Share Options, Outstanding | 1,570,991 | 1,367,168 | 1,254,000 |
Weighted Average Exercise Price, Outstanding | $ 1.78 | $ 1.75 | $ 1.7 |
Weighted average remaining contractual life, Outstanding | 4 years 11 months 19 days | 5 years 8 months 19 days | 6 years 1 month 13 days |
Intrinsic value, Outstanding | $ 2,435 | $ 4,860 | $ 125 |
Number of Share Options, Exercisable | 1,048,297 | 927,988 | 839,665 |
Weighted Average Exercise Price, Exercisable | $ 1.7 | $ 1.6 | $ 1.5 |
Weighted average remaining contractual life, Exercisable | 3 years 2 months 12 days | 4 years 3 months | 4 years 8 months 23 days |
Intrinsic value, Exercisable | $ 1,677 | $ 3,429 | $ 252 |
Share Options (Details) - Sch_2
Share Options (Details) - Schedule of outstanding and exercisable share options separated ranges of exercise prices | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options outstanding | 1,570,991 |
Share options exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options exercisable | 1,048,297,000 |
0.000 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 0 |
0.000 [Member] | Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options outstanding | 152,640 |
Weighted average remaining contractual term (years) | 2 years 5 months 1 day |
0.000 [Member] | Share options exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted average remaining contractual term (years) | 1 year 10 days |
Share options exercisable | 152,640,000 |
1.14 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 1.14 |
1.14 [Member] | Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options outstanding | 228,480 |
Weighted average remaining contractual term (years) | 1 year 4 months 20 days |
1.14 [Member] | Share options exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted average remaining contractual term (years) | 1 year 4 months 20 days |
Share options exercisable | 228,480,000 |
1.67 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 1.67 |
1.67 [Member] | Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options outstanding | 43,200 |
Weighted average remaining contractual term (years) | 2 years 2 months 15 days |
1.67 [Member] | Share options exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted average remaining contractual term (years) | 2 years 2 months 15 days |
Share options exercisable | 43,200,000 |
1.83 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 1.83 |
1.83 [Member] | Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options outstanding | 982,870 |
Weighted average remaining contractual term (years) | 6 years 9 months |
1.83 [Member] | Share options exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted average remaining contractual term (years) | 4 years 8 months 12 days |
Share options exercisable | 489,239,000 |
3.2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 3.2 |
3.2 [Member] | Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options outstanding | 35,001 |
Weighted average remaining contractual term (years) | 6 years 5 months 12 days |
3.2 [Member] | Share options exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted average remaining contractual term (years) | 6 years 5 months 12 days |
Share options exercisable | 10,938,000 |
3.79 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 3.79 |
3.79 [Member] | Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options outstanding | 60,000 |
Weighted average remaining contractual term (years) | 1 year 7 months 2 days |
3.79 [Member] | Share options exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted average remaining contractual term (years) | 1 year 7 months 2 days |
Share options exercisable | 60,000,000 |
4.17 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 4.17 |
4.17 [Member] | Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options outstanding | 28,800 |
Weighted average remaining contractual term (years) | 3 years 10 days |
4.17 [Member] | Share options exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted average remaining contractual term (years) | 3 years 10 days |
Share options exercisable | 28,800,000 |
5.12 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 5.12 |
5.12 [Member] | Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options outstanding | 40,000 |
Weighted average remaining contractual term (years) | 6 years 6 months 14 days |
5.12 [Member] | Share options exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted average remaining contractual term (years) | 6 years 6 months 14 days |
Share options exercisable | 35,000,000 |
Share Options (Details) - Sch_3
Share Options (Details) - Schedule of assumptions used to estimate the fair values of the share options granted - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Options (Details) - Schedule of assumptions used to estimate the fair values of the share options granted [Line Items] | |||
Volatility (%) | 61.49% | 64.75% | |
Risk-free interest rate (%) | 0.09% | ||
Dividend yield (%) | |||
Expected life (years) | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Exercise price ($) (in Dollars per share) | $ 1.83 | $ 1.8 | |
Share price ($) (in Dollars per share) | $ 3.3 | $ 3.2 | $ 1.8 |
Minimum [Member] | |||
Share Options (Details) - Schedule of assumptions used to estimate the fair values of the share options granted [Line Items] | |||
Volatility (%) | 61.89% | ||
Risk-free interest rate (%) | 3.64% | 0.03% | |
Exercise price ($) (in Dollars per share) | 1.8 | ||
Maximum [Member] | |||
Share Options (Details) - Schedule of assumptions used to estimate the fair values of the share options granted [Line Items] | |||
Volatility (%) | 61.91% | ||
Risk-free interest rate (%) | 3.85% | 0.04% | |
Exercise price ($) (in Dollars per share) | $ 3.2 |
Share Options (Details) - Sch_4
Share Options (Details) - Schedule of company’s equity-based awards recognized - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Company SEquity Based Awards Recognized Abstract | |||
Research and development | $ 144 | $ 94 | $ 60 |
Sales and marketing | 49 | 45 | 48 |
General and administrative | 29 | 18 | 12 |
Total compensation | $ 222 | $ 157 | $ 120 |
Financing Expenses, Net (Detail
Financing Expenses, Net (Details) - Schedule of financing expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Financing Expenses [Abstract] | |||
Change in fair value of convertible advance investment (see Note 9) | $ 70 | $ 288 | $ 436 |
Amortization of discount and accrued interest relating to straight loan received from commercial Bank (see Note 6 and Note 7) | 102 | 59 | 120 |
Modification of terms relating to straight loan (see Note 6A1) | 90 | ||
Amortization of discount relating to liability to related party (see Note 14) | 40 | ||
Exchange rate differences and others | (47) | 38 | 141 |
Total | $ 165 | $ 475 | $ 697 |
Related Parties Transactions (D
Related Parties Transactions (Details) ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 ILS (₪) | Feb. 17, 2022 | Jan. 01, 2020 USD ($) | |
Related Party Transactions [Abstract] | ||||
Gross amount (in New Shekels) | ₪ | ₪ 45 | |||
Current liability | $ 357 | |||
Interest rate | 15.45% | 5% | ||
Additional paid-in capital | $ 112 |
Related Parties Transactions _2
Related Parties Transactions (Details) - Schedule of the reconciliation of the carrying amount of the Company - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of The Reconciliation Of The Carrying Amount Of The Company Abstract | |||
Opening balance | $ 345 | $ 168 | |
Accrued liability in respect to additional services rendered | 115 | 177 | 168 |
Recognition of capital contribution from a controlling shareholder | (112) | ||
Amortization of discount relating to liability to related party | 40 | ||
Closing balance | $ 388 | $ 345 | $ 168 |
Related Parties Transactions _3
Related Parties Transactions (Details) - Schedule of maturity dates - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Maturity Dates Abstract | ||
First year (current maturities) | $ 126 | $ 345 |
Second year | 262 | |
Closing balance | $ 388 | $ 345 |
Related Parties Transactions _4
Related Parties Transactions (Details) - Schedule of expenses related to service agreement and the office services agreement - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Expenses Related To Service Agreement And The Office Services Agreement Abstract | |||
Research and development | $ 42 | $ 44 | $ 82 |
Sales and marketing | 42 | 44 | 58 |
General and administrative | 83 | 89 | 108 |
Total | $ 167 | $ 177 | $ 248 |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Taxes on Income [Abstract] | |||
Corporate tax rate | 23% | ||
Net operating losses (in Dollars) | $ 27,169 | ||
Capital losses carryforward (in Dollars) | $ 409 | ||
Federal tax rate | 21% | ||
Effective tax rate | 4.40% | 5.80% | 4% |
Taxes on Income (Details) - Sch
Taxes on Income (Details) - Schedule of loss (income) before taxes on income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Loss Income Before Taxes On Income Abstract | |||
Domestic | $ 1,293 | $ 1,104 | $ 2,529 |
Foreign operations (Beamr Inc and Imaging RU) | (97) | (204) | (165) |
Total | $ 1,196 | $ 900 | $ 2,364 |
Taxes on Income (Details) - S_2
Taxes on Income (Details) - Schedule of deferred income taxes reflect the net tax effects of net operating loss - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Deferred Income Taxes Reflect The Net Tax Effects Of Net Operating Loss Abstract | ||
Net operating loss and capital losses carry-forward | $ 6,343 | $ 6,254 |
Research and development credits | 438 | 588 |
Vacation accrual | 48 | 62 |
Net deferred tax asset before deferred tax liabilities and valuation allowance | 6,829 | 6,904 |
Valuation allowance | (6,829) | (6,904) |
Net deferred tax assets |
Segment Geographical Informat_3
Segment Geographical Information And Major Customers (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Geographical Information And Major Customers [Abstract] | |||
Number of operating segments (in Segment) | Segment | 1 | ||
Total revenue rate | 26% | 23% | 23% |
Trade receivables interest rate | 28% | 44% | |
Revenue recognized (in Dollars) | $ | $ 48 | $ 45 | $ 99 |
Segment Geographical Informat_4
Segment Geographical Information And Major Customers (Details) - Schedule of revenues by geographic region - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Geographical Information And Major Customers (Details) - Schedule of revenues by geographic region [Line Items] | |||
Revenues | $ 2,863 | $ 3,300 | $ 3,176 |
United States [Member] | |||
Segment Geographical Information And Major Customers (Details) - Schedule of revenues by geographic region [Line Items] | |||
Revenues | 2,134 | 2,597 | 2,558 |
Israel [Member] | |||
Segment Geographical Information And Major Customers (Details) - Schedule of revenues by geographic region [Line Items] | |||
Revenues | 22 | 101 | 61 |
Rest of the world [Member] | |||
Segment Geographical Information And Major Customers (Details) - Schedule of revenues by geographic region [Line Items] | |||
Revenues | $ 707 | $ 602 | $ 557 |
Segment Geographical Informat_5
Segment Geographical Information And Major Customers (Details) - Schedule of Long-lived assets net by geographic areas - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Geographical Information And Major Customers (Details) - Schedule of Long-lived assets net by geographic areas [Line Items] | ||
Long-lived assets, net | $ 15 | $ 21 |
Israel [Member] | ||
Segment Geographical Information And Major Customers (Details) - Schedule of Long-lived assets net by geographic areas [Line Items] | ||
Long-lived assets, net | 12 | 13 |
United States [Member] | ||
Segment Geographical Information And Major Customers (Details) - Schedule of Long-lived assets net by geographic areas [Line Items] | ||
Long-lived assets, net | 1 | 4 |
Russia [Member] | ||
Segment Geographical Information And Major Customers (Details) - Schedule of Long-lived assets net by geographic areas [Line Items] | ||
Long-lived assets, net | $ 2 | $ 4 |
Segment Geographical Informat_6
Segment Geographical Information And Major Customers (Details) - Schedule of revenue disaggregated by primary major product lines and services - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Software license: | ||||
Software license - transferred at a point of time | [1] | $ 2,740 | $ 3,188 | $ 3,019 |
PCS services transferred over a period of time | 123 | 112 | 157 | |
Advertising at a point of time upon clicks | 42 | |||
Total | 2,863 | 3,300 | 3,176 | |
Perpetual based software license [Member] | ||||
Software license: | ||||
Software license - transferred at a point of time | 1,068 | 1,156 | 1,043 | |
Term-based software license [Member] | ||||
Software license: | ||||
Software license - transferred at a point of time | $ 1,630 | $ 2,032 | $ 1,976 | |
[1]Revenue recognized from sales-based software license was $48, $45 and $99 during the years ended December 31, 2022, 2021 and 2020, respectively (see also Note 2N). |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | 12 Months Ended | |||
Feb. 27, 2023 | Dec. 31, 2022 | Mar. 14, 2022 | Apr. 29, 2021 | |
Subsequent Events (Details) [Line Items] | ||||
Offering price (in Dollars per share) | $ 4 | |||
Aggregate gross proceeds (in Dollars per share) | $ 5.12 | |||
Second loan and securities agreement, description | In addition, the Company granted the underwriters (i) 97,500 warrants which shall be exercisable into Ordinary Shares of the Company at an exercise price of $5.00 per Ordinary Share over a period of 5-years commencing August 26, 2023 and (ii) a 45-day option to purchase up to an additional 292,500 ordinary shares at the public offering price less discounts, to cover over-allotments. | |||
IPO [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Offering price (in Dollars per share) | $ 4,000 | |||
IPO [Member] | Minimum [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Authorized shares | 22,000,000 | |||
IPO [Member] | Maximum [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Authorized shares | 222,000,000 | |||
Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Offering price (in Dollars per share) | 4 | |||
Aggregate gross proceeds (in Dollars per share) | $ 7,800,000 | |||
Subsequent Event [Member] | Series C Convertible Preferred Shares [Member] | 2022 Loan Agreement [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Initial public offering | 1,950,000 | |||
Forecast [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Convertible preferred shares | 1 | |||
Forecast [Member] | Common Stock [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Convertible preferred shares | 2 | |||
Conversion shares | 7,211,280 |