Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Document Information Line Items | |
Entity Registrant Name | Beamr Imaging Ltd. |
Document Type | F-1 |
Amendment Flag | false |
Entity Central Index Key | 0001899005 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Address Line One | 10 HaManofim Street |
Entity Address, City or Town | Herzeliya |
Entity Address, Postal Zip Code | 4672561 |
Entity Address, Country | IL |
City Area Code | +1 |
Local Phone Number | -888-520-8735 |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 16185 Los Gatos BlvdSte 205 |
Entity Address, City or Town | Los Gatos |
Entity Address, Postal Zip Code | 95032 |
City Area Code | (650) |
Local Phone Number | 961-3098 |
Contact Personnel Name | Beamr, Inc. |
Entity Address, State or Province | CA |
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 |
Consolidated Statements of Chan
Consolidated 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 as at Dec. 31, 2019 | $ 51 | $ 5 | $ 78 | $ 29,753 | $ (26,310) | $ 3,577 | |
Balance as (in Shares) at Dec. 31, 2019 | 2,568,960 | 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 | (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 | ||||
Share-based compensation (Note 12) | 157 | 157 | |||||
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 | ||||
Contribution to equity due to free interest loan from controlling shareholder (Note 14) | 112 | 112 | |||||
Share-based compensation (Note 12) | 222 | 222 | |||||
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 | ||||
[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. 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. 1. In 2012, the Company incorporated a wholly -owned 2. In 2016, the Company incorporated a wholly -owned The Company and its subsidiaries, Beamr Inc. and Beamr Imaging RU, are collectively referred to as the “Group”. C. 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 -Accelerated 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 $7,800 prior to deducting underwriting discounts and other offering expenses. For additional information, see also Note 17. D. -19 During the year ended December 31, 2022, there were no material adverse impacts on the consolidated financial statements. The duration, scope and effects of the ongoing COVID -19 -party E. On February 24, 2022, Russia invaded Ukraine. The Company has an operation in Russia through its wholly -owned |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). A. The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions include (i) revenues recognition; (ii) identification of and measurement of financial instruments in funding transactions; (iii) recoverability of the Company’s goodwill upon subsequent periods (iv) measurement of fair value of equity awards and (v) evaluation of going concern. B. The functional currency of the Company and all of its subsidiaries all of which are primarily a direct and integral component of the Company’s operation is the US dollar (“$” 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. The consolidated financial statements include the accounts of the Group. Intercompany transactions and balances have been eliminated upon consolidation. D. Cash equivalents are short -term E. Research and development expenses are charged to operations, as incurred. ASC 985 -20 -20 F. 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 G. 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 -alone 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 -term 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 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 Rate of depreciation % Technology 20 Customer relationships 20 Trade names 10 H. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight -line The Company’s long -lived The lives used in computing straight -line Rate of depreciation % Computers and peripheral equipment 33 Office furniture and equipment 7 – 15 I. The Company entered into several non -cancelable 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 -10 The Company also elected the short -term -line J. 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 -10 -likely-than-not K. 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 L. 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. 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 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. 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: • • • • • The Company enters into contracts that mostly include software and software related services (i.e. Post -Contract 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 -based Under ASC 606, an entity recognizes revenue when or as it satisfies a performance obligation by transferring software license (either timely -based -and-if-available -and-if-available -line -based As the Company bundles software licenses (either time -based Since the Company does not sell PCS on a stand -alone -plus -party The stand -alone -based -alone 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 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. 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 -value 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 -financial 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 -term P. 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. 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. 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 Commencing January 1, 2018 and following the early adoption of ASU 2017 -11 -11 -round -11 S. 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 -current -40 -40 The fair value of the aforesaid warrants derivative liability is estimated using the Black -Scholes -free T. 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 -50 Under ASC 470 -50 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) the transaction significantly affects the terms of an embedded conversion option, such that the change in the fair value of the embedded conversion option (calculated as the difference between the fair value of the embedded conversion option immediately before and after the modification or exchange) is at least 10% of the carrying amount of the original debt instrument immediately before the modification or exchange or (ii) the transaction adds a substantive conversion option or eliminates a conversion option that was substantive at the date of the modification or exchange. 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. U. The Company applies the two -class -10 -10 -10 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 -converted 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 V. Upon initial recognition, the Company has considered the provisions of ASC 480 -10 Upon initial recognition, the Company has considered the provisions of ASC 815 -15 -10 Furthermore, the Company applied ASC 470 -20 -20 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 W. 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 X. -based compensation The Company measures and recognizes compensation expense for all equity -based -Stock -based -Scholes -pricing -free 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 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 -based -based -based -employees 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 |
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 December 31, 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 December 31, 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 December 31, 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 -term |
Loans, Net
Loans, Net | 12 Months Ended |
Dec. 31, 2022 | |
Loans, Net [Abstract] | |
LOANS, NET | NOTE 6 — LOANS, NET A. 1. 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 Upon initial recognition, the management by assistance of third -party 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 -years Upon the modification of the terms under the 2017 Loan Agreement, the Company has considered the provisions of ASC 470 -50 -50 -party -50 -current In June 2022, the Loan was fully repaid. 2. 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 On July 26, 2022, the 2022 Loan Agreement was terminated, and all related collateral was released. B. 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. 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 42 nd 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 -Share -month -month -Share 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 -time 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. 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. -Qualified -Qualified -Qualified -Qualified 3. -days 4. Each Warrant Share is exercisable until the earlier of (a) M&A, (b) IPO, or (c) a 10 -years 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 As of Closing Date Derivative warrant liability (see Note 8) $ 88 Straight loan 812 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. 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 — (672 ) — Recognition subsequent to substantial modification — 712 — Exchange rate differences (12 ) — — Closing balance $ 717 $ 508 $ 1,069 E. As of December 31, 2022 2021 First year (current maturities) (*) $ 164 $ 508 Second year 288 — Third year 265 — Closing balance $ 717 $ 508 (*) |
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 December 31, 2022 2021 Employees and payroll accruals $ 298 $ 341 Accrued expenses (*) 85 126 Government authorities 42 33 $ 425 $ 500 (*) |
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. -class 2. -Qualified -Qualified -Qualified -Qualified -Qualified 3. -money 4. 5. 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 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. 1. 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 Lease of premises 2023 $ 77 $ 77 The payments above are associated with short -term -term -line During the years ended December 31, 2022, 2021 and 2020, the total lease expenses were $119, $115 and $167, respectively. B. 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 3,800 -months |
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 December 31, 2022 As of December 31, 2021 Authorized Issued and outstanding Authorized Issued and outstanding 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. B. 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 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 All outstanding Convertible Preferred Shares shall automatically be converted into Ordinary Shares at the then -effective -commitment C. 1. 2. -1 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 The Plan permits the grant of up to 2,069,280 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 Share Options Weighted Average Exercise Price Weighted average remaining contractual life Intrinsic value 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 Share Options Weighted Average Exercise Price Weighted average remaining contractual life Intrinsic value 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 Share Options Weighted Average Exercise Price Weighted average remaining contractual life Intrinsic value 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 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 outstanding as of December 31, 2022 Weighted average remaining contractual term (years) Share options exercisable as of December 31, 2022 Weighted average remaining contractual term (years) $ $ $ 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 $0.20 per share option, respectively. During the years ended December 31, 2022 and 2021, share options have not been exercised into Ordinary Shares. During the year ended December 31, 2020, certain employees exercised 9,800 The following table presents the assumptions used to estimate the fair values of the share options granted in the reported periods presented: Year ended December 31 2022 2021 2020 Volatility (%) 61.49% 64.75% 61.89% – 61.91% Risk-free interest rate (%) 3.64% – 3.85% 0.09% 0.03% – 0.04% Dividend yield (%) — — — Expected life (years) 6.25 6.25 6.25 Exercise price ($) 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 The total compensation cost related to all of the Company’s equity -based 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 — 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 -months -going -going 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 -in -months 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 40 — — Closing balance $ 388 $ 345 $ 168 Maturity dates: As of December 31, 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. 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. 1. Beamr Inc. have not received final tax assessments for the tax years ended December 31, 2019 through 2022. 2. -FZ Beamr Imaging RU have not received final tax assessments for the tax years ended December 31, 2020 through 2022. C. D. 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. As of December 31 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. |
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. 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. 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. -lived assets, net, by geographic areas: As of December 31, 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. 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. 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 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 (*) -based |
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 24, 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 -day -allotments -allotment 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 | A. 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 | B. 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. 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 equivalents are short -term |
Research and development expenses | E. Research and development expenses are charged to operations, as incurred. ASC 985 -20 -20 |
Deferred offering costs | F. 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 |
Goodwill and Intangible Assets | G. 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 -alone 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 -term 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 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 Rate of depreciation % Technology 20 Customer relationships 20 Trade names 10 |
Property and equipment | H. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight -line The Company’s long -lived The lives used in computing straight -line Rate of depreciation % Computers and peripheral equipment 33 Office furniture and equipment 7 – 15 |
Leases | I. The Company entered into several non -cancelable 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 -10 The Company also elected the short -term -line |
Deferred income taxes | J. 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 -10 -likely-than-not |
Employees benefit plans | K. 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 |
Contingencies | L. 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 | M. 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 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 | N. 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: • • • • • The Company enters into contracts that mostly include software and software related services (i.e. Post -Contract 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 -based Under ASC 606, an entity recognizes revenue when or as it satisfies a performance obligation by transferring software license (either timely -based -and-if-available -and-if-available -line -based As the Company bundles software licenses (either time -based Since the Company does not sell PCS on a stand -alone -plus -party The stand -alone -based -alone 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 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 | O. 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 -value 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 -financial 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 -term |
Convertible Ordinary 1 and 2 Shares and Preferred Shares | P. 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. 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 | R. 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 Commencing January 1, 2018 and following the early adoption of ASU 2017 -11 -11 -round -11 |
Derivative Warrants Liability | S. 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 -current -40 -40 The fair value of the aforesaid warrants derivative liability is estimated using the Black -Scholes -free |
Modifications or exchanges of loans | T. 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 -50 Under ASC 470 -50 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) the transaction significantly affects the terms of an embedded conversion option, such that the change in the fair value of the embedded conversion option (calculated as the difference between the fair value of the embedded conversion option immediately before and after the modification or exchange) is at least 10% of the carrying amount of the original debt instrument immediately before the modification or exchange or (ii) the transaction adds a substantive conversion option or eliminates a conversion option that was substantive at the date of the modification or exchange. 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 | U. The Company applies the two -class -10 -10 -10 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 -converted 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 |
Convertible Advance Investments | V. Upon initial recognition, the Company has considered the provisions of ASC 480 -10 Upon initial recognition, the Company has considered the provisions of ASC 815 -15 -10 Furthermore, the Company applied ASC 470 -20 -20 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 |
Capital contribution from a controlling shareholder | W. 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 |
Share-based compensation | X. -based compensation The Company measures and recognizes compensation expense for all equity -based -Stock -based -Scholes -pricing -free 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 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 -based -based -based -employees 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 |
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 December 31, 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 December 31, 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 December 31, 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) $ 88 Straight loan 812 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 — (672 ) — Recognition subsequent to substantial modification — 712 — Exchange rate differences (12 ) — — Closing balance $ 717 $ 508 $ 1,069 |
Schedule of maturity dates of outstanding loans | As of December 31, 2022 2021 First year (current maturities) (*) $ 164 $ 508 Second year 288 — Third year 265 — Closing balance $ 717 $ 508 (*) |
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 December 31, 2022 2021 Employees and payroll accruals $ 298 $ 341 Accrued expenses (*) 85 126 Government authorities 42 33 $ 425 $ 500 (*) |
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 premises 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 December 31, 2022 As of December 31, 2021 Authorized Issued and outstanding Authorized Issued and outstanding 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. B. 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 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 All outstanding Convertible Preferred Shares shall automatically be converted into Ordinary Shares at the then -effective -commitment C. |
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 Share Options Weighted Average Exercise Price Weighted average remaining contractual life Intrinsic value 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 Share Options Weighted Average Exercise Price Weighted average remaining contractual life Intrinsic value 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 Share Options Weighted Average Exercise Price Weighted average remaining contractual life Intrinsic value 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 outstanding as of December 31, 2022 Weighted average remaining contractual term (years) Share options exercisable as of December 31, 2022 Weighted average remaining contractual term (years) $ $ $ 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 — 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 40 — — Closing balance $ 388 $ 345 $ 168 |
Schedule of maturity dates | As of December 31, 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 December 31 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 December 31, 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 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 (*) -based |
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, $ 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 | ||||||||||
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 | $ 14 | $ 29 | ||||||||
Warrants purchase (in Shares) | shares | 9,764 | ||||||||||
Warrant value | 50 | ||||||||||
Line of Credit Facility, Fair Value of Amount Outstanding | 672 | ||||||||||
Represent value | $ 712 | ||||||||||
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 | $ 75 | ||||||||
PPP Amount bears interest rate | 1% | ||||||||||
Other income | $ 129 | ||||||||||
Agreement amount received | $ 900 | ₪ 3,100 | |||||||||
Royalty amount received | 1,200 | ₪ 4,172,760 | |||||||||
Minimum annual payment | $ 330 | ||||||||||
Percentage of outstanding repayment and payment amount | 50% | ||||||||||
Percentage of discount outstanding | 35% | ||||||||||
Non-refundable one-time fee | $ 13 | ||||||||||
Percentage of payment amount plus VAT | 200% | ||||||||||
Financing, less rate | 20% | ||||||||||
Value of divided | $ 62,500 | ||||||||||
Issuance term | 10 years | ||||||||||
Total incremental | $ 1 | ||||||||||
Payments of Loan Costs | 12 | ||||||||||
Repayment amount | $ 330 | ||||||||||
Warrant [Member] | |||||||||||
Loans, Net (Details) [Line Items] | |||||||||||
Financing, less rate | 20% | ||||||||||
Maximum [Member] | |||||||||||
Loans, Net (Details) [Line Items] | |||||||||||
Warrant total amount | $ 2,875 | ||||||||||
Amortization of discount and interest expenses | 12 | ||||||||||
Minimum [Member] | |||||||||||
Loans, Net (Details) [Line Items] | |||||||||||
Warrant total amount | $ 125 | ||||||||||
Amortization of discount and interest expenses | $ 59 | ||||||||||
Warrant value | $ 50 | ||||||||||
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 | $ 3,000 | |||||||||
Bearing interest rate | 3.50% | ||||||||||
Interest rate | 5% | ||||||||||
Shares issued (in Shares) | shares | 41,040 | ||||||||||
Remaining balance principal due | 667 | ||||||||||
Line of Credit Facility, Commitment Fee Amount | $ 50 | ||||||||||
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) | $ 88 |
Straight loan | 812 |
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 ($) $ / shares in Units, $ in Thousands | 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 | ||||||
Aggregate investment | $ 10,000 | $ 54 | $ 75 | ||||
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 | ||||||
Discount percentage | 20% | ||||||
Advance Investment Agreements [Member] | Minimum [Member] | |||||||
Convertible Advance Investment (Details) [Line Items] | |||||||
Amount raised | $ 560 | ||||||
Advance Investment Agreements [Member] | Maximum [Member] | |||||||
Convertible Advance Investment (Details) [Line Items] | |||||||
Amount raised | $ 3,097 | ||||||
Advance Investment Agreements [Member] | Convertible Preferred Stock [Member] | |||||||
Convertible Advance Investment (Details) [Line Items] | |||||||
Aggregate investment | $ 10,000 | ||||||
Discount percentage | 20% | ||||||
Conversion amount | $ 62,500 |
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, ₪ in Thousands | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||||||||
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 ($) | Jul. 31, 2023 RUB (₽) | Aug. 30, 2022 USD ($) | Aug. 30, 2022 RUB (₽) | Sep. 30, 2021 USD ($) | Sep. 30, 2021 RUB (₽) | Aug. 31, 2023 USD ($) | 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 | $ 7,400 | ₪ 23 | $ 6,500 | ₪ 21 | $ 5,300 | ₪ 17 | $ 3,000 | ₽ 213 | $ 3,000 | ₽ 200 | |||||||||
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 | ₽ 213 | $ 7,100 | ₪ 25 | |||||||||||||||
Board of Directors [Member] | |||||||||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||||||||
Options to purchase (in Shares) | 3,800 |
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 | |
Shareholders’ Equity (Deficit) (Details) - Schedule of composition of shareholders' equity [Line Items] | |||
Authorized shares | 22,000,000 | 22,000,000 | |
Issued and outstanding | 9,790,040 | 9,790,040 | |
Series Ordinary Shares [Member] | |||
Shareholders’ Equity (Deficit) (Details) - Schedule of composition of shareholders' equity [Line Items] | |||
Authorized shares | [1] | 14,307,116 | 14,316,880 |
Issued and outstanding | [1] | 2,578,760 | 2,578,760 |
Series Convertible Ordinary 1 Shares [Member] | |||
Shareholders’ Equity (Deficit) (Details) - Schedule of composition of shareholders' equity [Line Items] | |||
Authorized shares | [2] | 607,680 | 607,680 |
Issued and outstanding | [2] | 607,680 | 607,680 |
Series Convertible Ordinary 2 Shares [Member] | |||
Shareholders’ Equity (Deficit) (Details) - Schedule of composition of shareholders' equity [Line Items] | |||
Authorized shares | [2] | 889,200 | 889,200 |
Issued and outstanding | [2] | 889,200 | 889,200 |
Series Convertible B Preferred Shares [Member] | |||
Shareholders’ Equity (Deficit) (Details) - Schedule of composition of shareholders' equity [Line Items] | |||
Authorized shares | [2] | 2,047,200 | 2,047,200 |
Issued and outstanding | [2] | 2,047,200 | 2,047,200 |
Series Convertible B1 Preferred Shares [Member] | |||
Shareholders’ Equity (Deficit) (Details) - Schedule of composition of shareholders' equity [Line Items] | |||
Authorized shares | [2] | 738,240 | 738,240 |
Issued and outstanding | [2] | 738,240 | 738,240 |
Series Convertible C Preferred Shares [Member] | |||
Shareholders’ Equity (Deficit) (Details) - Schedule of composition of shareholders' equity [Line Items] | |||
Authorized shares | [2] | 3,410,564 | 3,400,800 |
Issued and outstanding | [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-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 1,570,991 |
Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted average remaining contractual term (years) | 1048297 years |
0.000 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 152,640 |
0.000 [Member] | Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options outstanding | 2.42 |
Weighted average remaining contractual term (years) | 152640 years |
0.000 [Member] | Share options exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options exercisable | 1,030 |
1.14 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 228,480 |
1.14 [Member] | Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options outstanding | 1.39 |
Weighted average remaining contractual term (years) | 228480 years |
1.14 [Member] | Share options exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options exercisable | 1,390 |
1.67 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 43,200 |
1.67 [Member] | Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options outstanding | 2.21 |
Weighted average remaining contractual term (years) | 43200 years |
1.67 [Member] | Share options exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options exercisable | 2,210 |
1.83 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 982,870 |
1.83 [Member] | Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options outstanding | 6.75 |
Weighted average remaining contractual term (years) | 489239 years |
1.83 [Member] | Share options exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options exercisable | 4,700 |
3.2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 35,001 |
3.2 [Member] | Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options outstanding | 6.45 |
Weighted average remaining contractual term (years) | 10938 years |
3.2 [Member] | Share options exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options exercisable | 6,450 |
3.79 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 60,000 |
3.79 [Member] | Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options outstanding | 1.59 |
Weighted average remaining contractual term (years) | 60000 years |
3.79 [Member] | Share options exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options exercisable | 1,590 |
4.17 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 28,800 |
4.17 [Member] | Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options outstanding | 3.03 |
Weighted average remaining contractual term (years) | 28800 years |
4.17 [Member] | Share options exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options exercisable | 3,030 |
5.12 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 40,000 |
5.12 [Member] | Share options outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options outstanding | 6.54 |
Weighted average remaining contractual term (years) | 35000 years |
5.12 [Member] | Share options exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share options exercisable | 6,540 |
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 |
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 |