Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | BRENMILLER ENERGY LTD. |
Document Type | F-1 |
Amendment Flag | false |
Entity Central Index Key | 0001901215 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Address Line One | Puglisi & Associates 850 Library Ave. |
Entity Address, Address Line Two | Suite 204 |
Entity Address, City or Town | Newark |
Entity Address, Postal Zip Code | 19711 |
Local Phone Number | 738-6680 |
City Area Code | (302) |
Entity Address, State or Province | DE |
Business Contact | |
Document Information Line Items | |
Contact Personnel Name | Avraham Brenmiller |
Entity Address, Address Line One | 13 Amal St. 4th Floor |
Entity Address, Address Line Two | Park Afek |
Entity Address, City or Town | Rosh Haayin |
Entity Address, Postal Zip Code | 4809249 |
Entity Address, Country | IL |
Local Phone Number | 77-693-5140 |
City Area Code | 972 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Postion (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 6,360 | $ 6,135 | $ 8,280 |
Restricted deposits | 34 | 34 | 47 |
Trade receivables | 1,004 | 657 | 162 |
Other receivables | 518 | 584 | 553 |
Inventory | 596 | 935 | 95 |
Assets held for sale (Rotem1) | 228 | 240 | |
TOTAL CURRENT ASSETS | 8,740 | 8,585 | 9,137 |
NON-CURRENT ASSETS: | |||
Cash and cash equivalent – long term | 380 | 373 | |
Restricted deposits | 82 | 85 | 179 |
Right-of-use assets, net | 1,262 | 1,462 | 3,018 |
Property, plant and equipment: | |||
Plant and equipment, net | 3,830 | 1,193 | 1,583 |
Advances to equipment supplier | 685 | ||
Rotem 1 project | 679 | ||
Total property, plant and equipment | 3,830 | 1,878 | 2,262 |
TOTAL NON-CURRENT ASSETS | 5,554 | 3,798 | 5,459 |
TOTAL ASSETS | 14,294 | 12,383 | 14,596 |
CURRENT LIABILITIES: | |||
Short-term bank credit and loans | 5 | ||
Trade payables | 556 | 246 | 264 |
Deferred revenues | 379 | 418 | 1,095 |
Other payables | 918 | 1,114 | 1,582 |
Provisions | 8 | 215 | |
Current maturities of liabilities for royalties | 356 | 260 | 41 |
Current maturities of lease liabilities | 622 | 606 | 954 |
TOTAL CURRENT LIABILITIES | 2,831 | 2,652 | 4,156 |
NON-CURRENT LIABILITIES: | |||
European Investment Bank (“EIB”) loan | 4,068 | 3,965 | |
Lease liabilities | 738 | 959 | 2,448 |
Liability for share options | 213 | ||
Liability for royalties | 1,792 | 2,143 | 2,236 |
TOTAL NON-CURRENT LIABILITIES | 6,598 | 7,067 | 4,897 |
PLEDGES, GUARANTEES, COMMITMENTS AND CONTINGENT LIABILITIES | |||
TOTAL LIABILITIES | 9,429 | 9,719 | 9,053 |
EQUITY: | |||
Share capital | 119 | 88 | 79 |
Share premium | 57,189 | 52,502 | 45,648 |
Receipts on account of warrants | 3,807 | 1,487 | 1,176 |
Capital reserve from transactions with controlling shareholders | 54,061 | 54,061 | 54,061 |
Capital reserve on share based payments | 3,498 | 2,861 | 1,318 |
Foreign currency cumulative translation reserve | (1,912) | (1,582) | (1,053) |
Accumulated deficit | (111,897) | (106,753) | (95,686) |
TOTAL EQUITY | 4,865 | 2,664 | 5,543 |
TOTAL LIABILITIES AND EQUITY | $ 14,294 | $ 12,383 | $ 14,596 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUES: | |||||
REVENUES | $ 580 | $ 1,520 | $ 1,520 | $ 395 | |
COSTS AND EXPENSES: | |||||
COST OF REVENUES | (1,132) | (883) | (1,935) | (4,051) | (122) |
RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES, NET | (1,664) | (2,467) | (4,618) | (3,700) | (3,913) |
FACILITIES LAUNCHING EXPENSES | (343) | ||||
MARKETING AND PROJECT PROMOTION EXPENSES | (683) | (612) | (1,222) | (747) | (370) |
GENERAL AND ADMINISTRATIVE EXPENSES | (2,398) | (2,328) | (4,465) | (2,586) | (1,466) |
SHARE IN LOSS OF JOINT VENTURE | (29) | ||||
ROTEM 1 PROJECT – IMPAIRMENT AND CLOSURE LOSS, NET | (171) | (82) | (2,973) | ||
OTHER EXPENSES (INCOME), NET | 2 | 38 | (737) | (295) | (143) |
OPERATING LOSS | (5,295) | (4,761) | (11,628) | (11,066) | (9,330) |
FINANCIAL INCOME | 270 | 964 | 919 | 1,073 | 963 |
FINANCIAL EXPENSES | (119) | (154) | (358) | (355) | (1,114) |
FINANCIAL INCOME, NET | 151 | 810 | 561 | 718 | (151) |
LOSS FOR THE PERIOD | (5,144) | (3,951) | (11,067) | (10,348) | (9,481) |
OTHER COMPREHENSIVE LOSS – ITEM THAT WILL NOT BE RECLASSIFIED TO PROFIT OR LOSS – EXCHANGE DIFFERENCES ON TRANSLATION TO PRESENTATION CURRNECY | (330) | (622) | (529) | (14) | (64) |
COMPREHENSIVE LOSS FOR THE PERIOD | $ (5,474) | $ (4,573) | $ (11,596) | $ (10,362) | $ (9,545) |
LOSS PER ORDINARY SHARE (in Dollars) - | |||||
Basic loss (in Dollars per share) | $ (0.29) | $ (0.28) | $ (0.76) | $ (0.87) | $ (1.19) |
Weighted average number of shares outstanding used in the computation of basic loss per share (in Shares) | 17,498,762 | 14,018,290 | |||
Fully diluted loss (in Dollars per share) | $ (0.29) | $ (0.28) | $ (0.76) | $ (0.94) | $ (1.19) |
LICENSING FEE | |||||
REVENUES: | |||||
REVENUES | $ 1,500 | $ 1,500 | |||
Thermal energy storage units sold | |||||
REVENUES: | |||||
REVENUES | 285 | ||||
Engineering services | |||||
REVENUES: | |||||
REVENUES | $ 20 | $ 110 | |||
OTHER ENGINEERING SERVICES | |||||
REVENUES: | |||||
REVENUES | $ 580 | $ 20 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Profit or loss [abstract] | ||
Fully diluted loss | $ (0.29) | $ (0.28) |
Weighted average number of shares outstanding used in the computation of diluted loss per share | 17,498,762 | 14,018,290 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Share capital | Share premium | Receipts for warrants | Capital reserve from transactions with controlling shareholder | Capital reserve on share-based payments | Foreign currency cumulative translation reserve | Accumulated dAccumulated deficit eficit | Total | |
BALANCE at Dec. 31, 2019 | $ 43 | $ 20,594 | $ 854 | $ 53,993 | $ 790 | $ (975) | $ (75,857) | $ (558) | |
CHANGES DURING 2020: | |||||||||
Loss for the period | (9,481) | (9,481) | |||||||
Currency translation differences | (64) | (64) | |||||||
Comprehensive loss for the period | (64) | (9,481) | (9,545) | ||||||
Issuance of share and warrants, net | 15 | 6,120 | 1,215 | 7,350 | |||||
Exercise of options | [1] | 740 | (49) | (107) | 584 | ||||
Expiry of warrants | 782 | (782) | |||||||
Conversion of convertible loans into shares | 5 | 1,722 | (62) | 1,665 | |||||
Benefit in respect of controlling shareholder’s loan | 60 | 60 | |||||||
Share-based payments | 137 | 137 | |||||||
BALANCE at Dec. 31, 2020 | 63 | 29,958 | 1,176 | 54,053 | 820 | (1,039) | (85,338) | (307) | |
CHANGES DURING 2020: | |||||||||
Loss for the period | (10,348) | (10,348) | |||||||
Currency translation differences | (14) | (14) | |||||||
Comprehensive loss for the period | (14) | (10,348) | (10,362) | ||||||
Issuance of share and warrants, net | 16 | 15,661 | 15,677 | ||||||
Exercise of options | [1] | 29 | (9) | 20 | |||||
Benefit in respect of controlling shareholder’s loan | 8 | 8 | |||||||
Share-based payments | 507 | 507 | |||||||
BALANCE at Dec. 31, 2021 | 79 | 45,648 | 1,176 | 54,061 | 1,318 | (1,053) | (95,686) | 5,543 | |
CHANGES DURING 2020: | |||||||||
Loss for the period | (3,951) | (3,951) | |||||||
Currency translation differences | (622) | (622) | |||||||
Comprehensive loss for the period | (622) | (3,951) | (4,573) | ||||||
Issuance of share and warrants, net | 9 | 6,509 | 656 | 7,174 | |||||
Share-based payments | 728 | 728 | |||||||
BALANCE at Jun. 30, 2022 | 88 | 52,157 | 1,832 | 54,061 | 2,046 | (1,675) | (99,637) | 8,872 | |
BALANCE at Dec. 31, 2021 | 79 | 45,648 | 1,176 | 54,061 | 1,318 | (1,053) | (95,686) | 5,543 | |
CHANGES DURING 2020: | |||||||||
Loss for the period | (11,067) | (11,067) | |||||||
Currency translation differences | (529) | (529) | |||||||
Comprehensive loss for the period | (529) | (11,067) | (11,596) | ||||||
Issuance of share and warrants, net | 9 | 6,509 | 656 | 7,174 | |||||
Expiry of warrants | 345 | (345) | |||||||
Share-based payments | 1,543 | 1,543 | |||||||
BALANCE at Dec. 31, 2022 | 88 | 52,502 | 1,487 | 54,061 | 2,861 | (1,582) | (106,753) | 2,664 | |
CHANGES DURING 2020: | |||||||||
Loss for the period | (5,144) | (5,144) | |||||||
Currency translation differences | (330) | (330) | |||||||
Comprehensive loss for the period | (330) | (5,144) | (5,474) | ||||||
Issuance of share and warrants, net | 28 | 3,918 | 2,320 | 6,266 | |||||
Share-based payments | 3 | 769 | 637 | 1,409 | |||||
BALANCE at Jun. 30, 2023 | $ 119 | $ 57,189 | $ 3,807 | $ 54,061 | $ 3,498 | $ (1,912) | $ (111,897) | $ 4,865 | |
[1] Amounts less than USD 1 thousand. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS - OPERATING ACTIVITIES: | |||||
Loss for the period | $ (5,144) | $ (3,951) | $ (11,067) | $ (10,348) | $ (9,481) |
Adjustments for: | |||||
Depreciation | 65 | 121 | 239 | 250 | 220 |
Amortization of right-of-use assets | 275 | 273 | 535 | 471 | 458 |
Impairment loss of inventory | 2 | 114 | 127 | ||
Impairment and closure net loss of Rotem 1 project | 155 | 82 | 2,973 | ||
Royalty obligation initial recognition and adjustment | (130) | 86 | 175 | (13) | 1,807 |
Provision | (8) | 24 | (183) | 150 | 63 |
Share in loss of joint venture | 29 | 30 | |||
Other income | (80) | ||||
Loss from write-down of production line | 704 | 311 | 16 | ||
Fair value adjustment of share options’ liability | (178) | (197) | (1,053) | 730 | |
Other financial expenses, net | 254 | 46 | 348 | 187 | 384 |
Other financial income (Notes 12C) | (952) | ||||
Share-based payment | 1,409 | 728 | 1,543 | 507 | 137 |
Total Adjustments | (3,279) | (2,902) | (7,716) | (9,342) | (3,518) |
Changes in operating working capital: | |||||
Increase in trade and other receivables | (353) | (709) | (610) | (98) | (205) |
Decrease (increase) in inventory | 301 | (243) | (894) | 507 | (400) |
Increase in trade payables | 14 | 14 | (18) | ||
Increase (decrease) in deferred revenues and trade and other payables | 315 | (1,128) | (895) | 898 | 744 |
Net cash used for operating activities (see Appendix A) | (3,016) | (4,982) | (10,101) | (8,021) | (3,397) |
B. NON-CASH INVESTMENT AND FINANCING ACTIVITIES: | |||||
Conversion of convertible loan into ordinary shares | 1,665 | ||||
Recognition of share options issued in loan settlement arrangement | 494 | ||||
Recognition of Lease liability and right-of-use asset | 143 | 449 | 601 | 789 | 777 |
Derecognition of lease liability | 1,512 | 1,668 | |||
Derecognition of right of use asset | 1,432 | 1,463 | |||
Borrowing costs capitalized | 72 | 20 | |||
Issuance of shares and warrants in exchange of accrued and unpaid CEO salary | 225 | ||||
Recognition of property, plant and equipment paid in the past as advances to suppliers | 9 | ||||
C. INTEREST PAYMENTS (included in financing activities items) | 45 | 33 | 69 | 179 | 107 |
D. INTEREST INCOME (included in investing activities items) | 90 | 51 | |||
CASH FLOWS - INVESTING ACTIVITIES: | |||||
Purchase of equipment | (7) | (30) | (39) | (47) | (23) |
Installation of production line | (2,090) | (108) | (1,426) | (193) | (416) |
Consideration from sale of equipment, metals and parts | 21 | ||||
Investment in Joint venture | (74) | (33) | |||
Restricted deposits and interest received, net | 87 | 136 | 2 | 58 | |
Net cash used for investing activities | (2,010) | (212) | (1,362) | (238) | (360) |
CASH FLOWS - FINANCING ACTIVITIES: | |||||
Proceeds from issuance of shares and warrants, net | 6,038 | 7,174 | 7,174 | 15,677 | 7,350 |
Exercise of options and warrants | 20 | 584 | |||
Short-term bank credit and loans | (73) | ||||
Loan received from EIB | 3,726 | ||||
Repayment of bank loan and interest thereon | (5) | (5) | (16) | (1,618) | |
Payments with respect to lease liabilities and interest thereon | (319) | (284) | (647) | (546) | (497) |
Repayment of royalties’ liability | (17) | (24) | (85) | (12) | |
Amounts recognized as liability for royalties | 6 | 28 | 314 | 24 | |
Repayment of shareholders’ loan | (949) | ||||
Receipt of loan from third party | 874 | ||||
Repayment of loan from third party and interest thereon | (897) | ||||
Net cash provided by financing activities | 5,708 | 6,889 | 10,477 | 14,198 | 5,723 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 682 | 1,695 | (986) | 5,939 | 1,966 |
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | (450) | (831) | (786) | 63 | (40) |
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | 6,508 | 8,280 | 8,280 | 2,278 | 352 |
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | $ 6,740 | $ 9,144 | $ 6,508 | $ 8,280 | $ 2,278 |
General
General | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
General [Abstract] | ||
GENERAL | NOTE 1 - GENERAL A. General description of the Company and its operations Brenmiller Energy Ltd. (hereinafter – “The Company”’ or “the Parent Company”) was incorporated and commenced its business operations in Israel in 2012. The Company’s registered offices are in Rosh Ha’Ayin in Israel. The Company is a public company whose shares are traded on the Tel-Aviv Stock Exchange since August 2017, and, commencing May 2022, on Nasdaq (TASE and Nasdaq: BNRG). During the reported period, the Company announced its intension to make a voluntary deregistration of its securities from trading on the Tel-Aviv Stock Exchange, which will take effect on September 11, 2023 (the last trading day will be September 7, 2023). The Company is controlled by Mr. Avraham Brenmiller (hereinafter: the “Controlling shareholder”), who serves as the Company’s CEO and as Chairman of the Board of Directors, and his sons. These consolidated financial statements use the US Dollar as the presentation currency (see Note 2 to the annual financial statements). The Company is a technology company in the field of thermal energy storage generated from a variety of energy sources and supplies steam and/or hot air, services, products and equipment in this field. The Company primarily focusses on the industrial heating market and the power plants market. Through June 30, 2023, the Company’s main activity was focused on the development of its technology and its application into products and commercial solutions and continued the assembling of its new production line to facilitate commercial operations. B. Liquidity The Company has not yet generated significant revenues from its operations and has an accumulated deficit as of June 30, 2023, as well as a history of net losses and negative operating cash flows. Through June 30, 2023, the Company commenced the commercialization of its products and services and is in the process of assembling a new production line to facilitate this shift in operations from the development stage to commercial operations. However, the Company expects to continue incurring losses and negative cash flows from operations until its products reach profitability. As a result of these expected losses and negative cash flows from operations, along with the Company’s current cash position, the Company has concluded that a material uncertainty exists that may cast significant doubt (or cast substantial doubt as contemplated by PCAOB standards) about the Company’s ability to continue as a going concern. These financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans include the continued commercialization of the Company’s products and services, raising capital through a private placements or public offerings and through government grants under approved R&D plans and receiving the second tranche of the loan from our EIB credit facility. In addition, management is planning to find additional cash sources through additional equity and debt financing. There are no assurances however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializing its products and raising capital, it may need to reduce, delay, or adjust its operating expenses, including commercialization of existing products or be unable to expand its operations, as desired. C. Approval of unaudited condensed consolidated financial statements The unaudited condensed consolidated financial statements of the Group for the period ended June 30, 2023 were approved by the Board of Directors (the “Board”) on August 9, 2023 and signed on its behalf by the Chief Executive Officer and the Chief Financial Officer. | NOTE 1 - GENERAL: A. General description of the Company and its operations Brenmiller Energy Ltd. (hereinafter – “The Company” or “the Parent Company”) was incorporated and commenced its business operations in Israel in 2012. The Company’s registered offices are in Rosh Ha’Ayin in Israel. The Company is a public company whose shares are traded on the Tel-Aviv Stock Exchange since August 2017, and, commencing May 2022, on Nasdaq (TASE and Nasdaq: BNRG). The Company is controlled by Mr. Avraham Brenmiller (hereinafter: “The Controlling shareholder”), who serves as the Company’s CEO and as Chairman of the Board of Directors, and his sons. These consolidated financial statements use the US Dollar as the presentation currency (see Note 2C). The Company is a technology company in the field of thermal energy storage generated from a variety of energy sources and supplies steam and/or hot air, services, products and equipment in this field. The Company primarily focusses on the industrial heating market and the power plants market. Through 2022, the Company’s main activity was focused on the development of its technology and its application into products and commercial solutions; In 2022, the Company commenced the commercialization of its products and services and is in the process of assembling a new production line to facilitate commercial operations. As of December 31, 2022, the Company has several subsidiaries and a joint venture company, that are currently inactive, or are in the early stages of operations (“the Group”)– see Note 4. B. The impact of Covid-19 As of the date of approval of these consolidated financial statements, the Company’s management continues to examine the impacts of the Coronavirus and is unable to estimate the full extent of its possible effects. No significant adverse effect on the Company’s operations and on the results of its operation, is apparent at this stage. C. Liquidity The Company has not yet generated significant revenues from its operations and has an accumulated deficit as of December 31, 2022, as well as a history of net losses and negative operating cash flows. In 2022, the company commenced the commercialization of its products and services and is in the process of assembling a new production line to facilitate this shift in operations from the development stage to commercial operations. However, the Company expects to continue incurring losses and negative cash flows from operations until its products reach profitability. As a result of these expected losses and negative cash flows from operations, along with the Company’s current cash position, the Company has concluded that a material uncertainty exists that may cast significant doubt (or cast substantial doubt as contemplated by PCAOB standards) about the Company’s ability to continue as a going concern. These financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans include the continued commercialization of the Company’s products and services, raising capital through a private placement that was authorized on January 24, 2023 (note 20) and through government grants under approved R&D plans and receiving the second tranche of the loan from our EIB credit facility (Note 12A). In addition, management is planning to find additional cash sources through additional equity and debt financing. There are no assurances however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializing its products and raising capital, it may need to reduce, delay, or adjust its operating expenses, including commercialization of existing products or be unable to expand its operations, as desired. D. Approval of consolidated financial statements The consolidated financial statements of the Group for the year ended December 31, 2022 were approved by the Board of Directors (the “Board”) on March 20, 2023 and signed on its behalf by the Chief Executive Officer and the Chief Financial Officer. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies Abstract | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: A. Basis of presentation: The Group’s financial statements have been prepared in accordance with International Financial Reporting Standard (hereafter – “IFRS”), which are standards and interpretations issued by the International Accounting Standards Board (hereafter – “IASB”). In connection with the presentation of these financial statements it should be stated as follows: 1) The significant accounting policies, described below, have been applied on a consistent basis in relation to all the years presented, unless noted otherwise. 2) The consolidated financial statements have been prepared in accordance with the historical cost convention, except for share option’s liability that is presented at fair value. 3) Preparation of financial statements in accordance with IFRS, requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. Areas involving a higher degree of judgement, or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 3. Actual results may differ materially from estimates and assumptions used by the Group’s management. 4) The period of the Group’s operating cycle is 12 months. 5) The Group classifies its expenses on the statement of comprehensive loss based on the functions of such expenses. 6) Revenue comparative figures have been disaggregated in the statement of comprehensive loss to conform with current year presentation. B. Interest in other entities: 1) Subsidiary companies and consolidation Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which the company gains control of such entities, and are de-consolidated when control ceases. Balances and intra-group transactions, including revenue, expenses and dividends in respect of transactions between the Group companies, have been eliminated. 2) Joint venture The Company’s interest in the newly formed joint venture is accounted for using the equity method, after initially being recognized at cost in the consolidated balance sheet. Under the equity method of accounting, investments are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable are recognized as a reduction in the carrying amount of the investment. C. Functional and presentation currency: New Israeli Shekels (NIS) is the Parent Company’s functional currency. The Group’s presentation currency as used in the consolidated financial statements is the US Dollar (USD). Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are generally recognized in profit or loss. Presentation currency The results and financial position from the Parent Company’s functional currency or the functional currency of its subsidiaries are translated into the presentation currency using the following procedures: assets and liabilities for each financial position presented are translated at the closing rate at the date of that financial position. Income and expenses for each statement of comprehensive loss are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and all resulting exchange differences are recognized in other comprehensive income. Such exchange differences arising on translation to the presentation currency will not be reclassified to profit or loss. D. Property, plant and equipment Property, plant and equipment items are initially recognized at cost of acquisition or construction, less relevant government investment grants. The cost of self-constructed assets includes the cost of the direct materials, as well as any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Subsequent costs are included when incurred as part of the asset’s book value or recognized as a separate asset, as the case may be, only when future economic benefits attributable to the fixed asset item are expected to flow to the Group, and the cost of the item is reliably measurable. When part of a fixed asset item is replaced, its carrying amount is deducted from the books. All other costs of repairs and maintenance work are charged to the statement of income or loss during the reporting period when they are incurred. All items of property, plant and equipment are presented at historical cost less accumulated depreciation and impairment write-downs. Assets are depreciated under the straight-line method, in order to amortize their cost or their estimated value to their residual value over their useful life, as follows: Plant 10-14 years Computers and equipment 3 years Leasehold improvements Over the shorter of the lease term, or useful life 5-10 years Furniture and equipment 7-16 years Vehicles 7 years Depreciation and amortization expenses are charged to comprehensive income in a systematic manner as detailed above, over the expected useful life of the items, from the date the asset is ready for use, i.e., when it has reached the location and condition necessary for it to be capable of operating in the manner intended by management. The residual values of the assets, their useful life and the depreciation method are reviewed, and updated as necessary, at least once a year. An asset amount is immediately written down to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. See also Note 8B. E. Intangible assets Research and development Research expenses are charged to profit or loss as incurred. Costs incurred in respect of development projects (relating to the design and examination of new or improved products) are recognized as intangible assets when the following conditions are met: ● technological feasibility exists for completing development of the intangible asset so that it will be available for use or sale, or; ● it is management’s intention to complete development of the intangible asset for use or sale; ● the Group has the ability to use or sell the intangible asset; ● it is probable that the intangible asset will generate future economic benefits, including existence of a market for the output of the intangible asset or the intangible asset itself or, if the intangible asset is to be used internally, the usefulness of the intangible asset; ● adequate technical, financial and other resources are available to complete development of the intangible asset, as well as the use or sale thereof; and ● the Group has the ability to reliably measure the expenditure attributable to the intangible asset during its development. Other development costs that do not meet these conditions are expensed as incurred. Development costs previously recognized as an expense are not recognized as an asset in subsequent periods. As of December 31, 2022, the Group has not yet capitalized development expenses, see also Note 3B. F. Impairment of non-monetary assets Non-monetary assets are examined for impairment, on the occurrence of events or changes in circumstances, which indicate that their carrying value will not be recoverable. Impairment loss is recognized to the extent that the carrying amount of a non-monetary asset exceeds its recoverable value. The recoverable amount of an asset is the higher of the fair value of the asset, less costs to sale, and its value in use. For the purpose of examining impairment, the assets are divided into the lowest levels for which there are separate identifiable cash flows (cash-generating units). Non-monetary assets, with the exception of goodwill, that were written down for impairment, are further examined on each statement of position date, to identify a possible write-up of the impairment loss recognized. G. Government grants Government grants, which are received from Israeli government agencies and ministries, from the BIRD Foundation and NYPA (in a combined agreement – see Note 12B), as participation in research and development that is conducted by the Company, fall within the scope of “forgivable loans” as set forth in the International Accounting Standard 20: “Accounting for Government Grants and Disclosure of Government Assistance” (“IAS 20”). The Group recognizes each forgivable loan on a systematic basis at the same time the Group records, as an expense, the related research and development costs for which the grant is received, provided that there is reasonable assurance that (a) the Group complies with the conditions attached to the grant and (b) it is probable that the grant will be received (usually upon receipt of approval notice). When at the time of grant approval there is a reasonable assurance that the Group will comply with the forgivable loan conditions attached to the grant, and it is reasonably assured that the Group will not pay royalties, grant income is recorded against the related research and development expenses in the statements of comprehensive loss. If forgivable loans are initially carried to income, as described above, and in subsequent periods it is no longer reasonably assured that royalties will not be paid, the Group recognizes a financial liability under IFRS 9, that is measured at amortized cost, based on the Group’s best estimate of the amount required to settle the Group’s obligation at the end of each reporting period. The difference between the amount received and the fair value of the liability recognized at inception (present value) is treated as a government grant according to IAS 20 recognized as a deduction of research and development expenses. Changes in estimates of payable royalties are carried to financial income, or expenses, as appropriate. Commencing July 1, 2020, per management’s assessment that it is no longer reasonably assured that royalties will not be paid, the Company accounts for grants received as a liability under IFRS 9. H. Provisions The Group recognizes provisions when it has a legal or constructive obligation resulting from past events, whose resolution would imply cash outflows, or the delivery of other resources owned by the Group. Obligations or losses related to contingencies are recognized as liabilities in the statements of financial position only when present obligations exist resulting from past events and it is probable to result in an outflow of resources and the amount can be measured reliably. Otherwise, a qualitative disclosure is included in the notes to the financial statements. As of December 31, 2022 and 2021, the Company has made provisions in respect of an onerous contract, presented among current liabilities. I. Borrowing costs Costs for specific and general borrowing that are directly attributable to the acquisition, construction or production of a qualifying asset (an asset that requires a substantial period of time to prepare it for its intended use or sale) are capitalized as part of the asset’s cost, during the period from the date when all the following conditions are first met: (a) the Group incurs expenditures for the asset; (b) borrowing costs are incurred for the Group; and (c) the Group undertakes activities that are necessary to prepare the asset for its intended use or sale. The capitalization of such borrowing costs is discontinued when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are completed. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are those borrowing costs that would have been avoided if the expenditure on the qualifying asset had not been made. Other borrowing costs are recognized as an expense in the period they are incurred. J. Trade receivables Trade receivables comprise of amounts receivable from the Group’s customers for goods sold or services rendered in the ordinary course of business. When the collection of these amounts is expected to occur within one year or less, they are classified as current assets; otherwise, they are classified as non-current assets. K. Cash and cash equivalents Cash and cash equivalents include: cash on hand, short-term deposits in banks that are not restricted in use, and other short-term investments with high liquidity and whose original maturity does not exceed 3 months. L. Financial Assets: 1) Classification Financial assets at amortized cost Financial assets at amortized cost are financial assets held under a business model whose purpose is to hold financial assets in order to collect contractual cash flows, and their contractual terms provide entitlement at specified times to cash flows that are only principal payments and interest for the unpaid principal amount. These assets are classified as current assets, except for maturities that extend beyond 12 months period after the date of the statement of financial position, which are classified as non-current assets. The Group’s financial assets at amortized cost are included in the items: “Trade and other receivables”, “Restricted deposits” and “Cash and cash equivalents” that appear in the statement of financial position. 2) Recognition and measurement Regular way purchase or sales of financial assets is recognized and derecognized, as applicable, using trade date accounting. Financial assets classified at amortized cost, are measured in subsequent periods at amortized cost based on the effective interest method. 3) Allowance for expected credit losses The Group recognizes a loss allowance for expected credit losses on a financial asset that is measured at amortized cost. On each financial position date, the Group assesses and recognizes the change in expected credit losses of financial instruments since initial recognition in profit or loss. The Group had no material credit losses in 2022 and 2021. M. Derivative financial instruments Share options granted to Bank (see Note 12C) are derivative instruments. Derivative financial instruments are initially recognized at fair value at the date of entering into the derivative contract and are remeasured in subsequent periods at fair value. Fair value adjustments are carried to financial income or expenses, as appropriate. N. Inventory Inventory is valued using the lower of cost or net realizable value. Net realizable value is an estimate selling price in the ordinary course of business, less the estimated costs to complete and sell the inventory. O. Share capital Ordinary shares of the Company are classified as share capital. Incremental costs, which are directly attributable to the issuance of new shares, are presented in equity as a deduction from the issuance proceeds. P. Trade payables Suppliers’ balances include the Company’s obligations to pay for goods or services purchased from suppliers during the normal course of business. Suppliers’ balances are classified as current liabilities when the payment is to be made within one year or less; otherwise, they are classified as non-current liabilities. Q. Financial liabilities Loans are initially recognized at fair value, less transaction costs. In subsequent periods loans are measured at amortized cost; any difference between the consideration (less transaction costs) and the redemption value is recognized in profit or loss over the loan period, in accordance with the effective interest method. Amortized cost of royalty obligations is adjusted to reflect any changes in the estimated timing or amounts of cash flows, based on the present value of the updated cash flows, discounted at the original effective interest rate. Adjustment differences are carried to financial income or expenses, as appropriate. Loans are classified as current liabilities unless the Group has an unconditional right to defer repayment of the loans for at least 12 months after the end of the reporting period, in which case they are classified as non-current liabilities. R. Fair value measurements Under IFRS, fair value represents an “Exit Value”, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, considering the counterparty’s credit risk in the valuation. The concept of Exit Value is premised on the existence of a market and market participants for the specific asset or liability. When there is no market and/or market participants willing to make a market, IFRS establishes a fair value hierarchy that gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group has the ability to access at the measurement date. A quote price in an active market provides the most reliable evidence of fair value and is used without adjustment to measure fair value whenever available. Level 2 - Inputs, other than quoted prices in active markets, that are observable for the asset or liability, either directly or indirectly, and are used mainly to determine the fair value of securities, investments or loans that are not actively traded Level 3 - Unobservable inputs for the asset or liability are used when little or no market data is available. The Group used unobservable inputs to determine fair values, to the extent there are no Level 1 or Level 2 inputs, in valuation models such as Black-Scholes, binomial, discounted cash flows or multiples, including risk assumptions consistent with what market participants would use to arrive at fair value. S. Loss per share Basic loss per share is calculated by dividing the loss attributable to shareholders, by the weighted average number of ordinary shares outstanding during the period. In calculating the diluted income or loss per share, potential shares are taken into account, but only when their effect is dilutive (reducing the income or increasing the loss per share). T. Employee benefits: 1) Short-term employee benefits Short-term employee benefits which include salaries, vacation days, sickness, recreation pay and contributions for Social Security, are recognized as expenses upon the provision of the services. Under Israeli law, every employee is entitled to vacation days and recreation pay, both of which are calculated on an annual basis. Eligibility is based on the length of the employment period. The Company accrues a liability and expense for vacation and recreation pay, based on the individual entitlement of each employee. 2) Post-employment benefits Israeli labor laws and the Group’s employment agreements require to pay retirement benefits to employees terminated or leaving their employment in certain other circumstances. This liability is covered by defined contribution plans, whereas the Group pays contributions to publicly or privately administered pension insurance plans. The Group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. The expense recognized in 2022 and 2021 in relation to these contributions was USD 586 thousand and USD 533 thousand, respectively. U. Share-based payment The Company operates a share-based payment plan for the Company’s employees and service providers, which is paid with the Company’s equity instruments, in which the Company receives services from employees and service providers in exchange for the Company’s equity instruments (options). The Company recognizes expenses in respect of services received in exchange for share options, as follows: for employees, these expenses are determined with reference to the fair value of the options at the time of grant. For service providers, these expenses are determined on basis of the fair value of the services received, unless the fair value of such services cannot be determined (in which case, the fair value of the options is used). These expenses are carried respectively to a capital reserve in equity. Non-market vesting conditions are included among the assumptions used to estimate the number of options expected to vest. The total expense is recognized during the vesting period, which is the period during which all the conditions defined for the vesting of the share-based payment arrangement are required to be met. At each date of the statement of financial position, the Company updates its estimates regarding the number of options expected to vest, based on non-market vesting conditions, and recognizes the effect of the change compared to the original estimates, if any, in profit or loss, and respectively in equity. When exercising the options, the Company issues new shares. The proceeds, less transaction costs that can be attributed directly, are carried to share capital and premium on shares. V. Revenue recognition: Revenue from contracts with customers: 1) Measuring revenue The Group recognizes revenue in accordance with International Financial Reporting Standard 15 (hereinafter - IFRS 15). The Group’s revenues are measured according to the amount of consideration to which the Company expects to be entitled in exchange for the transfer of goods or services promised to the customer, except for amounts collected for third parties, such as certain sales taxes. Revenue is shown net of VAT. The Group does not adjust the amount of consideration promised for the effects of a significant financing component if the Company expects, at the time of entering into the contract, that the period between the date the customer pays for these goods or services will be one year or shorter. 2) Timing of revenue recognition In accordance with IFRS 15, the Company recognizes revenue when the customer gains control of the goods or services promised under the contract with the customer. For each performance obligation, the Company determines, at the time of entering into the contract, whether it fulfills the performance obligation over time, or at a point in time. A performance obligation is satisfied over time, if one of the following criteria is met: (a) the customer receives and consumes at the same time the benefits provided by the Company; (b) the Company’s performance creates or enhances an asset that is controlled by the customer while creating or improving it; or (c) the Company’s performance does not create an asset with an alternative use to the Company, and the Company is entitled to an enforceable payment for performance completed up to that date. A performance obligation that is not satisfied over time, is satisfied at a point in time. 3) Types of revenue of the Group: Sale of storage units The Group manufactures and sells storage units based on the development and technology it owns. The Group sells the storage units as a finished product. The sale of storage units is recognized when the Group delivers the product to the customer. Delivery of the storage units does not occur until the products have been sent to the specified location, and the customer has received the products in accordance with the contract of sale and the Group has objective evidence that all the criteria for receipt have been met. Provision of engineering services The Group provides, from time to time, ancillary engineering services in connection with the potential sale of the storage units. Revenue from the provision of such services is recognized in the reporting period in which the services are rendered, as the Group’s performance creates an asset that is controlled by the customer while it is created. Revenue is recognized in accordance with milestones performed. Granting rights for the production and distribution of storage units The Group grants, at its discretion, rights for production and / or distribution of the storage units in various countries around the world. The granting of these rights can entitle the Company to revenue, either from payment for production license and its use, and/or royalty income generated from the sale of the storage units by the entity that received the production and distribution rights. Income from production license is recognized when the relevant know-how is transferred to the licensee; royalties are recognized upon sale of units. Contract liabilities The Group’s contract liabilities from contracts with customers consist primarily of deferred revenue. Deferred revenue is mainly comprised of payment made on completion of certain milestones, prior to final delivery. W. Leases: 1) The Group leases building, offices and vehicles. Lease agreements are for a period of between 3 and 5 years, but may include extension options. 2) The Group’s policy with respect to leases in which the Company is the lessee: The Group assesses, when entering a contract, whether the contract is a lease or whether it includes a lease. A contract is a lease or includes a lease if the contract conveys the right to control the use of an identified asset for a period of time, in exchange for consideration, with the exception of lease transactions for a period of up to 12 months. The Group reassesses whether a contract is a lease or whether it includes a lease only if the terms of the contract have changed. On initial recognition, the Group recognizes a lease liability at the present value of future lease payments, which include, inter alia, the exercise price of extension options whose exercise is reasonably certain. Concurrently, the Company recognizes a right-of-use asset in the amount of the obligation in respect of the lease, adjusted for any lease payments made on or before the start date, less any lease incentives received, plus any initial direct costs incurred by the Group. Variable lease payments that are linked to the Israeli Consumer Price Index are measured initially by using the existing index at the beginning of the lease, and are included in the calculation of the liability in respect of a lease. When there is a change in the cash flows of the lease as a result of a change in the index, the Group re-measures the liability in respect of the lease based on the updated contractual flows, adjusting respectively the right-of-use asset. Since the interest rate inherent in the lease cannot be easily determined, the Group’s incremental interest rate is used. This interest rate is the rate that the Group would have been required to pay in order to borrow, for a similar period and with similar collateral, the amounts needed to obtain an asset with a value similar to a right-of-use asset in a similar economic environment. The lease period is the period during which the lease is non-cancellable, including periods covered by an option to extend the lease that is reasonably certain to be exercised by the Group, and periods covered by an option to cancel the lease if it is reasonably certain that it will not be exercised by the Group. After the commencement of the lease, the Group measures the right-of-use asset at cost, less accumulated depreciation and accumulated impairment losses, adjusted for any re-measurement of the lease liability. Depreciation on a right-of-use asset is calculated according to the straight-line method, over the estimated useful life of the leased asset or the lease period, whichever is shorter: Interest on the lease liability is recognized in profit or loss periodically during the lease term, in the amount that produces a constant periodic interest rate on the remaining balance of the lease liability. The lease contractual periodical payment, net of the interest amount, as above, is reduced from the carrying amount of the lease liability. Payment in respect of short-term leases are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with term of 12 months or less without a purchase option. Rentals of such leases, which are not material to the Company, are charged directly to operating expenses (accounted for as operating leases). Y. New Accounting Pronouncements Accounting pronouncements adopted in the current year Commencing January 1, 2022, the Company adopted the amendments to IAS 16, IAS 37. These amendments address and clarify inter alia issues that arise in determining onerous contracts and makings provisions therefor, and the recognition of proceeds received before the intended use of property, plant and equipment. The adoption of the said amendments did not have a material impact on the financial statements . Recently issued accounting pronouncements, not yet adopted An amendment to IAS 12 “Taxes on income” that will become effective in January 1, 2023, will require the Company to provide deferred taxes related to assets and liabilities arising from a single transaction, which , as relates to the Company, will apply to temporary differences arising on the initial recognition of right-of-use assets and the corresponding lease liabilities; as applicable to the Company, this amendment is required for assets and liabilities recognized initially in 2021 and thereafter, and is not expected to have any effect on taxes on income and results for 2021 and 2022. |
Critical Accounting Estimates a
Critical Accounting Estimates and Judgements | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Accounting Judgements and Estimates Text Block [Abstract] | |
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS | NOTE 3 - CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS: Estimates and judgments are constantly reviewed, and are based on past experience and other factors, including expectations regarding future events, which are considered reasonable in light of existing circumstances. The Company formulates estimates and assumptions regarding the future. By their very nature, it is rare for the resulting accounting estimates to be identical to the actual reference results. The estimates and assumptions, for which there is a significant risk of making material adjustments to the book values of assets and liabilities during the next fiscal year, are detailed below. A. Royalty obligations The total grants received by the Company from Israeli government authorities, Bird Foundation and NYPA (see Note 12B), for which there may be an obligation to pay royalties, amounted to USD 4.4 million. As stated in Note 2G, the Company’s management must examine whether there is reasonable assurance that the grants received will not be refunded. The financial statements include liabilities in respect of government grants received (as above), and for the credit received from EIB, as estimated by management, in relation to the Company’s expected revenues. The total royalty liabilities in respect of the grants received, based on the discounted estimated royalties, amount as of December 31, 2022 and 2021 to approximately USD 2.4 million and USD 2.3 million, respectively. The discount rate applied to new liabilities recognized in 2022 and 2021 is 15.52%, and 12.5%, respectively. B. Development costs Development costs are recorded in accordance with the accounting policies detailed in Note 2E. The Company’s management has examined the conditions for capitalization of such costs specified in Note 2E as aforesaid and in its opinion, as of December 31, 2022 and 2021, and as of the date of preparation of these financial statements, the conditions have not been met. Therefore, as of December 31, 2022 and 2021, the Company has not yet capitalized such amounts and research and development expenses were charged to the statement of comprehensive loss. |
Investee Companies
Investee Companies | 12 Months Ended |
Dec. 31, 2022 | |
Investee Companies [Abstract] | |
INVESTEE COMPANIES | NOTE 4 - INVESTEE COMPANIES: The following table specifies the Company’s investee companies by percentage of ownership, country of incorporation and status as of the date of these financial statements: Name Ownership Country of incorporation Status Brenmiller Energy NL B.V. 100 % The Netherlands Established on April 26, 2022; in early stages of operations Brenmiller Energy (Rotem) Ltd. 100 % Israel Ceased operations in 2022 (Note 8C) Hybrid Bio-Sol 10 Ltd. 100 % Israel Not yet commenced operations Brenmiller Energy U.S. Inc. 100 % United States Inactive Rani Zim Sustainable Energy Ltd. * 45 % Israel Inactive * On December 21, 2021, the Company, Rani Zim (a shareholder), a Company owned by one of the Company’s directors and an unrelated party, signed an agreement for the establishment of a new company (incorporated on January 4, 2022), of which the Company and Rani Zim each hold 45% of its shares. The new company was formed as a joint venture that is jointly controlled by the above two main shareholders (“the JV”), and was intended to engage in promoting and marketing energy solutions in the Israeli market. In April 2022, the parties have agreed to put the operations of the JV on hold until further notice. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND CASH EQUIVALENTS | NOTE 5 - CASH AND CASH EQUIVALENTS: December 31 2022 2021 USD in thousands Cash at bank 6,394 7,657 Short-term bank deposits 114 623 Total cash and cash equivalent* 6,508 8,280 Less – amount classified as non-current** (373 ) - Presented as current 6,135 8,280 6,194 7,547 * Denominated in foreign currency ** Due to commitment to EIB to maintain a cash balance of Euro 350 thousand at all times. See Note 12A. |
Receivables
Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
RECEIVABLES | NOTE 6 - RECEIVABLES: A. Trade receivables include major customers, by geography, as follows: December 31 2022 2021 USD in thousands Customer A (South America) 100 % 60 % Customer B (Europe) - 40 % B. Other receivables December 31 2022 2021 USD in thousands Institutions 378 212 Grants receivable (see Note 2G) - 204 Others 206 137 584 553 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Inventories [Abstract] | |
INVENTORY | NOTE 7 - INVENTORY: Comprised as follows: December 31 2022 2021 USD in thousands Work in progress* 871 - Raw materials** 64 95 935 95 * Work in progress is in connection with two commenced projects to supply systems to European companies. No revenue has been recognized to date with respect to these projects. ** As of December 31,2022 and 2021, the Company reduced its raw materials inventory to its net realizable value and recognized a loss of USD 2 thousand and USD 114 thousand, for the years 2022 and 2021, respectively |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 8 PROPERTY, PLANT AND EQUIPMENT: A. The composition of assets and accumulated depreciation, grouped by major classifications: Plant (see B below) Computers and equipment Leasehold improvement Office Furniture and equipment Vehicles Total USD in thousands Cost: Balance as of January 1, 2022 1,678 681 519 164 172 3,214 Additions – new production facility 708 35 - 4 - 747 Disposals (1,083 ) - - - - (1,083 ) Translation differences (206 ) (81 ) (61 ) (20 ) (20 ) (388 ) Balance as of December 31, 2022 1,097 635 458 148 152 2,490 Accumulated depreciation: Balance as of January 1, 2022 367 641 417 95 111 1,631 Additions 153 25 27 10 24 239 Disposals (379 ) - - - - (379 ) Translation differences (42 ) (76 ) (50 ) (11 ) (15 ) (194 ) Balance as of December 31, 2022 99 590 394 94 120 1,297 Depreciated balance as of December 31, 2022 998 45 64 54 32 1,193 Cost: Balance as of January 1, 2021 1,850 626 501 158 152 3,287 Additions 193 32 - 1 14 240 Disposals (414 ) - - - - (414 ) Translation differences 49 23 18 5 6 101 Balance as of December 31, 2021 1,678 681 519 164 172 3,214 Accumulated depreciation: Balance as of January 1, 2021 288 602 376 82 83 1,431 Additions 171 19 26 10 24 250 Disposals (103 ) - - - - (103 ) Translation differences 11 20 15 3 4 53 Balance as of December 31, 2021 367 641 417 95 111 1,631 Depreciated balance as of December 31, 2021 1,311 40 102 69 61 1,583 B. New production facility in Dimona In August 2022, the Company commenced the construction of its newly upgraded production facility in Dimona, Israel, which is planned to be fully operational by the end of 2023. Accordingly, the Company has reassessed the period of the expected lease term in Dimona to include the option period (2 additional years) under such lease and recognized an additional USD 449 thousand in respect of the right of use asset and lease liability. The new production facility, which has not yet commenced operations (and therefore is not yet depreciated), will include inter-connectivity and smart automation of production in the production of bGen TES modules. Consequently, as part of the transitioning to the new production facility, the Company reassessed the remaining life and recoverability of the old production line and its components, and recognized a write down of parts that cannot be utilized in the new facility to their estimated fair value less cost of sale, resulting with a loss recognition of USD 704 thousand (presented among “other expenses” in 2022). As of December 31, 2022, the total amount of the facility under construction, including capitalized borrowing costs of USD 20 thousand, amounts to USD 599 thousand. Firm commitments have been signed for the construction of certain equipment within the facility that amount to USD 2,124 thousand (advances have been made in the amount of USD 685 thousand). C. Rotem 1 project The Rotem 1 project, owned and executed by the subsidiary Brenmiller Energy (Rotem) Ltd. (“Brenmiller Rotem”), was initiated and planned as a facility for generating electricity to be sold to the Israel Electricity Corporation (IEC) for a period of 20 years from the date of operation of the facility, using thermo-solar technology, combining energy storage and gas use. The Project construction has been on hold from the end of 2019, and eventually abandoned following the Company’s decision to focus on its core technology other that the initialization and operation of power plants, and fail of negotiations for sale of control in Brenmiller Rotem to a third party. In 2020, an impairment loss of USD 2,973 thousand was recognized, and as from December 31, 2020, the facility is presented on the basis of the net realizable value of its main asset). During 2022, the Company commenced negotiations with potential buyers of the asset and accordingly has presented it as an “asset held for sale” at fair value less costs to sell, among current assets. During 2022, following an agreement reached with the lessor of the land (on which the project was built), the Company completed vacating the premises and the land was returned to the lessor, after dismantling the facility. Following this, Brenmiller Rotem ceased its operations. Consequently, Brenmiller Rotem derecognized the lease obligation and right of use of the land. Net loss derived from the closure of Rotem 1 project, as presented in the statement of comprehensive loss for the year 2022, is comprised of write-down loss in the amount of USD 360 thousand, of the asset held for sale above, vacating expenses of USD 16 thousand, net of lease termination gain (Note 9C) of USD 205 thousand. |
Right-Of-Use Assets and Lease L
Right-Of-Use Assets and Lease Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Right of Use Assets and Lease Liabilities Explanatory [Abstract] | |
RIGHT-OF-USE ASSETS AND LEASE LIABILITIES | NOTE 9 - RIGHT-OF-USE ASSETS AND LEASE LIABILITIES: This Note refers to leases in which the Group is the lessee. A. Right-of-use assets: Land Offices and buildings Vehicles Total USD in thousands Cost: Balance as of January 1, 2022 1,721 2,027 770 4,518 Additions and modifications during the year (Note 8B) - 449 152 601 Derecognition of Rotem 1 lease (note 8C) (1,721 ) - - (1,721 ) Translation differences - (238 ) (90 ) (328 ) Balance as of December 31, 2022 - 2,238 832 3,070 Accumulated depreciation: Balance as of January 1, 2022 258 897 345 1,500 Depreciation - 361 174 535 Derecognition of Rotem 1 lease (note 8C) (258 ) - - (258 ) Translation differences - (120 ) (49 ) (169 ) Balance as of December 31, 2022 - 1,138 470 1,608 Depreciated balance as of December 31, 2022 - 1,100 362 1,462 Depreciation period 5- 6 years 3 years Land Offices and buildings Vehicles Total USD in thousands Cost: Balance as of January 1, 2021 1,664 1,556 361 3,581 Additions and modifications during the year - 400 389 789 Translation differences 57 71 20 148 Balance as of December 31, 2021 1,721 2,027 770 4,518 Accumulated depreciation: Balance as of January 1, 2021 166 591 221 978 Depreciation 83 276 112 471 Translation differences 9 30 12 51 Balance as of December 31, 2021 258 897 345 1,500 Depreciated balance as of December 31, 2021 1,463 1,130 425 3,018 B. Leases liabilities: Land Offices and Buildings Vehicles Total USD in thousands Balance as of January 1, 2022 1,755 1,217 430 3,402 Additions (Note 8B) - 449 152 601 Derecognition of Rotem 1 lease (Note 8C) (1,668 ) - - (1,668 ) Interest expense - 58 11 69 Lease payments (64 ) (401 ) (182 ) (647 ) Translation differences (23 ) (127 ) (42 ) (192 ) Balance as of December 31, 2022 - 1,196 369 1,565 Current maturities of lease obligations - 405 201 606 Long-term lease obligations - 791 168 959 Balance as of December 31, 2022 - 1,196 369 1,565 Balance as of January 1, 2021 1,704 1,022 147 2,873 Additions - 400 389 789 Interest expense 62 110 7 179 Lease payments (67 ) (358 ) (121 ) (546 ) Translation differences 56 43 8 107 Balance as of December 31, 2021 1,755 1,217 430 3,402 Current maturities of lease obligations 337 433 184 954 Long-term lease obligations 1,418 784 246 2,448 Balance as of December 31, 2021 1,755 1,217 430 3,402 C. Additional lease information: 1) On July 15, 2015, the Company entered into an agreement to lease its offices in Park Afek, Rosh Ha’ayin. The said lease agreement was signed for a period of five years from the date of the contract, with an option to renew for an additional 5 years. The agreement includes a stipulation that the Company is given the right to terminate the contract from July 2017 and each subsequent year until the end of the agreement period in exchange for cash compensation, as defined in the agreement. In February 2020, the lease option was exercised for an additional 5 years until August 2025, while updating the leased area and rent. The lease payments are linked to the Israeli Consumer Price Index (“CPI”). 2) On March 9, 2014, Brenmiller Rotem entered into an agreement to lease land owned by the State of Israel, on which Brenmiller Rotem was establishing, installing and operating Rotem 1, for a period of 10 years from the date of the transfer of possession to Bernmiller Rotem with an option to extend the agreement for another 10 years. Bernmiller Rotem received possession of the land during the month of December 2017. On March 2022, the Company and the lessor agreed to cease the lease effective November, 2022 and the land holding was returned to the lessor (Note 8C). As agreed between the parties, part of Brenmiller Rotem’s lease unpaid debt of NIS 441 thousand (USD 125 thousand), was waived at this time. Consequently, the Company derecognized the balances of the right-of-use asset and the lease liability and recognized a termination gain of NIS 695 thousand (USD 205 thousand). 3) On July 1, 2021, the Company entered into a new lease agreement with the lessor of the building that serves as the Company’s manufacturing plant (see 8B above), for alternate premises. The new lease period ends on June 30, 2024, with an option for 2 additional years. Consequently, an additional liability and right of use asset of approximately USD 400 thousand was recognized in the second half of 2021 for a lease period of three years. In 2022, taking into account the construction of the new production facility and the expected exercise of the option, an additional liability and right of use asset of approximately USD 449 thousand was recognized in the first half of 2022 for an additional lease period of two years. |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2022 | |
Taxes on Income [Abstract] | |
TAXES ON INCOME | NOTE 10 - TAXES ON INCOME: A. Taxation of companies in Israel The revenue of the Company and its subsidiaries in Israel is subject to corporate tax at a regular rate. The corporate tax rate that applies to the Company’s profits is 23%. Capital gains of the Company and its subsidiaries in Israel are taxable according to the regular corporate tax rate applying to the tax year. B. Losses carried forward for tax purposes As of December 31, 2022, the Company had losses carried forward in the amount of approximately USD 65 million. C. Deferred taxes The Company did not recognize deferred tax assets in respect of losses for tax purposes (see B. above) since their utilization is not expected in the foreseeable future. D. Tax assessments The Company files consolidated tax returns with its subsidiary Brenmiller Rotem. The Company has final tax assessments up to and including the tax year 2017. The other subsidiaries have not been assessed for tax purposes since their incorporation. |
Other Payables
Other Payables | 12 Months Ended |
Dec. 31, 2022 | |
Other payables [Abstract] | |
OTHER PAYABLES | NOTE 11 - OTHER PAYABLES: December 31 2022 2021 USD in thousands Employees and employee institutions 806 871 Expenses payable 305 620 Other liabilities 3 91 1,114 1,582 |
Loans and Royalty Obligations
Loans and Royalty Obligations | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of loans from banks and royalty obligations [Abstract] | |
LOANS AND ROYALTY OBLIGATIONS | NOTE 12 - LOANS AND ROYALTY OBLIGATIONS: A. Loan from the European Investment Bank (hereinafter: “EIB”) On March 31, 2021, the Company and EIB signed an agreement for the receipt of financing for the expansion plan of the Company and the establishment of an advanced production plant for thermal storage systems in Israel (“the financing agreement”), the main terms of which are as follows: 1) The financing is limited to an amount of Euros 7.5 million. 2) The drawing down of the loan will be done in 2 tranches – the first, in the amount of Euros 4 million, was done in July 2022, and the second, in an amount of up to Euros 3.5 million, can be drawn within a period of 36 months from signing the agreement. 3) The loan is payable in Euros and is for a period of 6 years from the time of the drawing down of the tranche with an annual interest rate of 5% for the first tranche and 3% for the second tranche. In the first three years, only interest will be payable on the loan, whereas in the fourth, fifth and sixth years, 3 identical payments of principal and interest will be payable. In addition, the Company will pay royalties to EIB at a rate of 2% of the sum of the Company’s sales up to the extent of the loan that has actually been drawn down (up to additional 100% of the drawn amount). The repayment of the royalty liability is not limited in time. The Group accounted for the loan liability and the royalty liability as two separate financial instruments as each represents a contractual right or obligation with its own terms and conditions, each may be transferred or settled separately; and each is exposed to risks that may differ from the risks to which the other financial instrument is exposed. Consequently, the Company allocated the proceeds received to the loan liability component and the royalty’s liability component on a relative fair value basis, resulting with an effective annual interest rate of 6.84% for the loan liability and 15.52.% for the royalty liability. See also B. Below. 4) In addition to general conditions applicable to the drawing down of the loan, the drawing down of the second tranche is dependent on reaching certain milestones by that time, including inter alia: obtaining an aggregate contribution in cash by way of capital contribution in an amount equal to at least 100% of the second tranche, achieving specified minimum cumulated offtake orders of storage modules, obtaining a duly executed agreement with a third party (dated after the cut-off date of 31st August 2020) for at least one project outside Israel with a specified minimum order of storage modules, and cumulative revenues for the 12 months immediately preceding the disbursement date amount to at least EUR 4 million. 5) The EIB has the right to cancel part of the loan that has not been granted to the Company and to demand the immediate repayment of the amount of the loan that has been made available to the Company in the event of a change in control in the Company. 6) As security for the loan, the Company pledged the equipment that has been agreed upon in the financing agreement as well as all of the revenues generated from the sale of thermal energy storage systems manufactured by the Company under a first ranking fixed lien. 7) The Company is to comply with the following main covenants: a prohibition on the sale of certain assets except in the regular course of business, a prohibition on the execution of a merger or a structural change in the Company’s group, except in the cases that have been determined in the financing agreement with the bank, the Company may not distribute a dividend except in the cases that are set forth in the financing agreement with bank, the Company will be entitled to receive a government grant up to the amount that is set forth in the financing agreement with the bank, and the Company is to hold cash and cash equivalents in an amount of not less than 350 thousand Euros at all times. B. Royalty obligations 1) Royalty liabilities are comprised as follows: December 31 2022 2021 USD in thousands In respect of Israeli government grants 1,307 1,368 Relating to NYPA Project (including Bird foundation) 776 909 In respect of EIB finance agreement (see A above) 320 - Total royalty liabilities 2,403 2,277 Less – amounts presented as current maturities (260 ) (41 ) Non-current royalty liabilities 2,143 2,236 2) Israeli government grants Through December 31, 2022, the Company received grants from the Innovation Authority in the cumulative amount of approximately USD 4.2 million for support programs in research and development activities. In exchange for the support from the Innovation Authority, the Company is subject to the provisions of the Encouragement of Research and Development Law in connection with intellectual property and is also obligated to pay royalties at a rate of between 3% and 5% (in accordance with the Encouragement of Research and Development in Industry Regulations (Rate of Royalties and Rules for their Payment), 5756 - 1996) from all revenues from the use of technology developed up to the ceiling of USD 3.3 million out of the total amount of such support, linked to the dollar, and bearing LIBOR interest. Subject to the Company’s announcement to the Innovation Authority regarding the feasibility of a partial transfer of production outside Israel, the royalty ceiling was increased to 120% of the above amounts received. Out of the total of the above USD 3.3 million, an amount of USD 0.8 million is for technology that has not matured into a product and for which no royalties will be paid. Royalties’ liability for the remaining USD 2.5 million (discounted), was recognized as a liability. As of December 31, 2022, the Company received grants from the Israel Ministry of Energy in the cumulative amount of approximately USD 0.7 million for support programs in research and development activities. In return, the Company is obligated, inter alia, to pay royalties of between 3% and 5% of all revenues from the use of the technology developed, up to the ceiling of the total amount of such support which is linked to the Israeli Consumer Price Index plus annual interest at the rate established by the Israeli Accountant General. In addition, the Company received in prior years under two support programs of the Israel Ministry of Economy and Industry, an amount of approximately USD 56 thousand each in connection with the Company’s international marketing activities. In return for the said support, the Company is obligated to pay royalties of 3% of the Company’s revenues from exports to countries for which the support was received. 3) NYPA Project Under a cooperation agreement signed in January 2018 with the New York Power Authority (hereinafter - “NYPA”) the Company and NYPA established a pilot facility (currently in its commissioning phase). The pilot facility includes a high temperature storage combined heat and power (“CHP”) unit developed by the Company (“the Product”), that will provide electricity and hot water to the campus of a university in north New York (the “NYPA Project”). Pursuant to the provisions of the NYPA Agreement, signed for a period of 10 years, and amendment made thereto in prior years, NYPA bore the costs of engineering services and the cost of materials required for the integration of the facility, and is responsible to provide technical and logistical support for the commissioning of the Product and will support the marketing efforts of the thermal storage solution developed by the Company in the US and Canada. As part of the Project financing, the Company and NYPA (hereinafter – “the Parties”) received a conditional grant from the Bird Foundation (Israel-United States Research and Development Foundation) (hereinafter - the “Bird Foundation”), in the sum of USD 1 million, under a cooperation and financing agreement with the Bird Foundation that was signed in April 2018. The Company is committed to pay the Bird Foundation royalties from gross revenues derived from the sale, leasing or other marketing or commercial exploitation, including service or maintenance contracts of the Product, or the licensing of the Product, at the rate of 5%, up to a maximum refund of 150% of the total amount of the grant, subject to the extension of the repayment period. Under the NYPA agreement, the Company will pay annual royalties to NYPA of 5% from gross sales made, beginning June 1, 2022, until NYPA has been fully compensated for the expenditure amounts agreed between the parties. Royalties for each year will be paid in the subsequent year, the first of shall be retroactive and include the Company’s gross sales from all its applications since January 11, 2018. As of December 31, 2022, the total basis amount for such royalty payments, amounts to USD 1,148 thousand. After NYPA is fully compensated for the above amount, NYPA shall receive 3.5% royalties from gross sales made within the US territory, for the remainder of a 10-year-period beginning upon the initial sale or licensing of the Product to a third party, or to the end of the term of the NYPA agreement, whichever is longer. 4) In accordance with the update of management’s assessment regarding the expected income from the sale of storage units in the coming years, liabilities in respect of the grants and financing received were included in the financial statements. Total nominal amounts of grants for which the Company does not expect to pay royalties, and has not provided therefor, amount to USD 699 thousand. As to projected undiscounted payments of royalty liabilities in the following years with respect to recognized royalty obligations - see Note 13A. C. Warrants During 2020, the Company and Bank Leumi Le-Israel Ltd. (the “Bank”) signed a final outline plan for the early repayment and settlement of Brenmiller Rotem’s remaining debt and credit facitlity to the bank. Under the plan, and pursuant to an agreement signed on July 20, 2020, the Company paid USD 1.52 million in cash, allowed the forfeiture of a pledged deposit of approximately USD 109 thousand and issued to the Bank 370,000 non-marketable share options (warrants) that can be exercised to 185,000 Ordinary Shares of NIS 0.02 of the Company (see also Note 14A.) with a total value of approximately USD 494 thousand (calculated according to the “Black & Scholes” model). Subsequent to the above, the Bank waived and gave up any claim, pledge and guarantees provided by the Company in favor of the Bank. Consequently, the Company recognized in 2020 a financial gain of USD 0.9 million. The warrants, which have a net exercise mechanism (cashless), are a derivative financial liability that is measured at fair value through profit or loss. They are exercisable at any time, based on share price of NIS 30.70, for a period of 3 years. As of December 31, 2022 and 2021and 2020, the fair value of the Bank options was estimated at approximately USD Nil The above fair values (level 2 in the hierarchy), were calculated according to the Black and Scholes formula and is based on the following assumptions: December 31, 2022 2021 2020 Standard deviation* 54 % 71 % 91 % Risk free interest 3.25 % 0 % 0 % Expected dividend 0 % 0 % 0 % Exercise period 0.5 years 1.5 years 2.5 years Actual Share price (in dollars, unadjusted) 1.4 3.0 5.9 * The degree of volatility is based on the historical volatility of the Company’s share for the corresponding periods over the expected life of the option up to the date of exercise. |
Financial Instruments
Financial Instruments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disclosure of Financial Risk Management [Abstract] | ||
FINANCIAL INSTRUMENTS | NOTE 11 - FINANCIAL INSTRUMENTS: A. Fair value estimates of financial instruments (that are not presented at fair value) The fair value of the loan from EIB as at June 30, 2023, based on citations of interest rates in the market (level 2 of fair value hierarchy), approximates USD 3,623 thousand. The book value of other financial balances constitutes a reasonable approximation of their fair value since the effect of capitalization is not material. B. Exchange rate of the US Dollar The exchange rates of the USD and the changes therein during the reporting periods, are as follows: Six months ended 2023 2022 1 USD = Exchange rate at June 30, NIS 3.70 3.50 NIS Increase during the period 5.1 % 12.5 % | NOTE 13 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT: A. Financial risk management The Company’s activities expose it to various financial risks, the main being liquidity risk. The cash flow projections are performed by the Group’s finance division. The Group’s finance division examines current forecasts of liquidity requirements of the Group to ensure that there is sufficient cash for operational needs, see also Note 1C. The table below presents an analysis of the Group’s non-derivative financial liabilities classified into relevant maturity groups, according to the period remaining to the date of their contractual maturity as of December 31, 2022 and 2021. The amounts shown in the table are undiscounted contractual cash flows: Less than 1 year Between 1 -2 years Between Over 5 years USD in thousands BALANCE AS OF DECEMBER 31, 2022: Trade and other payables 1,267 - - - EIB loan 213 213 3,412 1,493 Lease liabilities 606 573 465 - Liability for royalties* 260 281 2,025 7,537 2,346 1,067 5,902 9,030 BALANCE AS OF DECEMBER 31, 2021: Credit and bank loans 5 - - - Trade and other payables 1,755 - - - Lease liabilities 954 768 1,469 1,448 Liability for royalties* 41 343 2,763 3,068 2,755 1,111 4,232 4,516 * Estimated timing and amounts, based on management revenue projections (see Note 3A). B. Changes in main financial liabilities in respect of which cash flows are classified as cash flows from financing activities: Bank loans Related Party loan Liability for share options EIB loan Liability for royalties Lease liabilities USD in thousands Balance as of January 1, 2021 21 964 1,263 - 2,204 2,873 Changes during 2021: Cash flows received - - - - 24 - Cash flows paid (16 ) (949 ) - - (12 ) (546 ) Amounts carried to profit or loss - - (1,053 ) - (13 ) 179 Changes in leases - - - - - 789 Translation differences - (15 ) 3 - 75 107 Balance as of December 31, 2021 5 - 213 - 2,278 3,402 Changes during 2022: Cash flows received - - - 3,726 314 - Cash flows paid (5 ) - - - (85 ) (647 ) Amounts carried to profit or loss - - (197 ) 330 175 (136 ) Changes in leases - - - - - (862 ) Translation differences - - (16 ) (91 ) (279 ) (192 ) Balance as of December 31, 2022 - - - 3,965 2,403 1,565 C. Foreign Currency risk: The Group is exposed to foreign currency risk mainly with respect to revenue generated outside of Israel, the purchase of raw materials, foreign subcontractors and/or advisors and royalty liabilities that are denominated or linked to the USD. The currencies in which most expenses are denominated are NIS (mainly payroll expenses), the dollar, and to a lesser degree, the Euro. Commencing 2022, the Company exposure to the Euro has increased as a result of its Obligations to the EIB (Note 12A). Also, fluctuations in foreign currency exchange rates may affect the profitability of the Company projects in the countries that it operated. Consequently, the Group is exposed to fluctuations in the dollar/NIS and the Euro/NIS. As of December 31, 2022 and 2021, the balance of USD liability for royalties amounted to USD 1,423 thousand and USD 1,605 thousand, respectively. The balance of Euro liabilities (for EIB and royalties) amounted at December 31, 2022 to Euro 4,103 thousand. An increase of 5% in the exchange rate of the NIS/USD, while all other variables remain constant, will increase the Company’s loss and accumulated deficit by USD 37 thousand. An increase of 5% in the exchange rate of the NIS/Euro, while all other variables remain constant, will increase the Company’s loss and accumulated deficit by USD 203 thousand. The exchange rates of the USD and the changes therein during the reporting periods, are as follows: 2022 2021 1 Euro = 1 USD = Exchange rate at December 31, NIS 3.753 NIS 3.519 3.110 NIS Increase (decrease) during the year 6.9 % 13.2 % (3.3 )% D. Fair value estimates of financial instruments (that are not presented at fair value) The book value of financial balances constitutes a reasonable approximation of their fair value since the effect of capitalization is not material. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
EQUITY | NOTE 14 - EQUITY: A. Share capital The Company’s share capital, as of December 31, 2022, consists of ordinary shares with a par value of NIS 0.02 per share (“Ordinary Shares”) that are traded on the Tel Aviv Stock Exchange (“TASE”) and on Nasdaq (see 3 below). Following a two for one reverse stock split that took effect on February 20, 2022 (“the reverse stock split”), the Company consolidated its Ordinary shares of NIS 0.01 par value into Ordinary shares of NIS 0.02 par value. Share data in these financial statements, have been adjusted retroactively to give effect to the reverse stock split, and the consequent changes made to warrants and options issued by the Company. Changes during 2021 and 2022 are as follows: Number of shares 2022 2021 2020 Issued and paid Ordinary Shares of NIS 0.02 Outstanding shares at the beginning of the year 13,706,328 11,119,303 7,711,666 Shares issued in public offering and private placements during the year 1,517,655 2,585,025 2,509,689 Share issued for warrants exercised during the year - - 12,375 Share issued for share options exercised during the year - 2,000 51,000 Conversion of convertible loans during the year - - 834,573 Outstanding shares at the end of the year 15,223,983 13,706,328 11,119,303 Authorized 50,000,000 50,000,000 50,000,000 1) On June 14, 2020, the Company completed a capital raising of USD 1.4 million through a private offering in which 416,665 Ordinary Shares and 499,998 non-marketable warrants that can be exercised into 249,999 Ordinary Shares of NIS 0.02 of the Company were issued. Every two warrants are exercisable, for a period of 4 years from issuance, at the price of 18 New Israeli Shekels. The consideration received for the warrants and the shares was recorded on a relative fair value basis. Issuance costs amounted to USD 80 thousand. 2) On June 4, 2020, an investment agreement was signed between the Company and Mr. Rani Zim (including through companies under his control and / or those on his behalf). On July 23, 2020 and after the approval of the Company’s General Meeting, the transaction was completed, in which the Company issued Mr. Rani Zim and Mr. Yoav Kaplan a total of 2,093,024 Ordinary Shares of NIS 0.02 par value, for consideration of USD 5.3 million. Issuance costs amounted to USD 74 thousand. 3) On July 23, 2020, upon the execution of the investment agreement as above, the two convertible loans made to the Company during September-October 2019, were automatically converted according to their terms. In this framework, the cumulative debt and interest of approximately USD 1.7 million was converted into 834,573 Ordinary Shares of NIS 0.02 par value of the Company. 4) On February 8, 2021, the Company completed a public offering in the Tel Aviv stock exchange, pursuant to a Shelf Offering Report. As part of the offering, 314,215 Ordinary Shares of NIS 0.02 par value of the Company were issued to the public. The total gross consideration that the Company received amounted to approximately USD 3.0 million, before issuance costs. Issuance costs amounted to USD 44 thousand. 5) On February 18, 2021, the Company completed a capital raising in an amount of approximately USD 5.6 million by means of a private placement, in which 600,500 Ordinary Shares of NIS 0.02 par value were issued. Issuance costs amounted to USD 95 thousand. 6) On October 31, 2021, and as part of the Company’s preparation for listing on Nasdaq, the Company entered into an investment agreement with 4 accredited investors that includes a private placement of the Company’s Ordinary Shares and warrants for a capital investment of USD 15 million, to be made in two stages. According to the agreement, upon closing of the first stage on December 30, 2021 the Company received an aggregate amount of USD 7.5 million against the issuance of 1,670,310 Ordinary Shares of NIS 0.02 par value. On May 24, 2022, following the completion of listing on Nasdaq and the effectiveness of a registration statement covering the resale of the Ordinary Shares and the ordinary shares underlying the prefunded warrants under the investment agreement, an additional investment of USD 7.5 million, was made against the issuance of additional 1,517,655 Ordinary Shares and 152,655 prefunded warrants to purchase Ordinary Shares of NIS 0.02 par value, at an exercise price of NIS 0.60 per ordinary share exercisable immediately upon issuance for a period of 5 years from issuance. In connection with the above investment agreement and its facilitation of, the Company paid transaction fees to a third party consisting of cash consideration of USD 275 thousand and non-marketable options, exercisable into 53,596 Ordinary Shares of the Company, for an exercise price of NIS 14.18 per one Ordinary Share of 0.02 par value. The above fees were paid proportionately upon the closing of each stage of the investment agreement. Consequently, issuance costs of USD 592 thousand, including the value attributed to the options granted of USD 275 thousand, were charged to share premium derived from the issuance of Ordinary Shares. The value attributed to the above options was calculated according to the Black and Scholes formula. 7) As to the issuance of units of Ordinary Shares and warrants in a private placement subsequent to December 31, 2022, and the conversion of the unpaid salary of the controlling shareholder to identical units, see Note 21. B. Warrants: 1) Warrants (series 1) Series 1 were issued in 2018 as part of a public offering in TASE. 1,200,000 warrants, exercisable to 600,000 Ordinary Shares for a period of 2 years were issued. During 2020, a total of 24,315 warrants (Series 1) were exercised in exchange for approximately USD 120 thousand. On March 1, 2020, the remaining warrants (Series 1) expired. 2) Warrants (series 2 and 3) These warrants were issued on November 16, 2020, in a public offering in TASE under a Shelf Offering Report, which included 400,000 warrants (Series 2) and 400,000 warrants (Series 3). The total gross proceeds received in the offering amounts to approximately USD 0.74 million, before issuance expenses. Every two warrants (Series 2) are exercisable for NIS 48, to 1 Ordinary Share of NIS 0.02 par value of the Company for a period of one year. Every two options (Series 3) are exercisable for NIS 70, to 1 Ordinary Share of NIS 0.02 par value of the Company for a period of three years. Under an arrangement offered by the Company to the holders of its series 2 and 3 warrants, approved by the district court in Lod on October 26, 2021, and after the approval of a special general meeting of the abovesaid warrant holders, the period for exercise of the above warrants was extended by one year (through November 15, 2022 for series 2 and November 15, 2024 for series 3). All other terms of the warrants remain unchanged. As of the approval date of these consolidated financial statements, no warrants have been exercised yet, and series 2 warrants have expired. Warrants series 3 are quoted on the TASE. 3) Non- marketable warrants As at December 31, 2022 and 2021, the Company has 499,998 outstanding non-marketable warrants, issued with ordinary shares in a private placement made on June 14, 2020, see A1) above. As to prefunded warrants issued under the investment agreement – see A above. C. Share-based payments: 1) In July 2013, the Company’s Board of Directors (“the Board”) approved a share option scheme that is intended to provide an incentive to retain or attract employees, directors, consultants and service providers of the Company and its Affiliates and will be administered by the Board (“the 2013 plan”). On September 15, 2022, the Board approved an amendment to the plan, that will allow the Company to reserve from time-to-time, out of its authorized unissued share capital, such number of Shares, as the Board deems appropriate. The options can be exercised for 10 years from the date of their allotment. An option that is not exercised by that date will expire. Pursuant to the options plan, the options for the Company’s employees and officers, other than its controlling shareholder, will be allocated under Section 102 of the Israeli Income Tax Ordinance (where the Board of Directors can determine the type of option as “Option 102 in the Non-Trustee Track” or “Option 102 in the Trustee Track”) and the options for persons who are not employees or officers in the Group, in addition to the controlling shareholder of the Group, will be allocated in accordance with Section 3(i) of the Israeli Income Tax Ordinance. 2) On August 2, 2020, the Board of Directors approved the grant, under the 2013 Plan, of 461,500 share options that can be exercised to 230,750 Ordinary Shares of NIS 0.02 par value of the Company to officers, employees of the Company and a service provider. The options were allotted on September 13, 2020. Every two options are exercisable into one ordinary share for a consideration of 26 New Israeli Shekels. The options vest evenly over four years from the date they were granted (September 13, 2020). The economic estimated value of the options totaled USD 664 thousand, calculated according to the Black and Scholes formula, based on the following assumptions: expected dividend 0%, standard deviation between 78% -105% and risk-free interest of 0.1%. The degree of volatility is based on the historical volatility of the Company’s share for the corresponding periods over the expected life of the option up to the date of exercise (expected 2.5 years in average). 3) In July 2021, the Company published a non-exceptional and insignificant private placement report to a provider of services to the Company, who serves in the role of Chairman of the Advisory Committee, for 144,432 non-marketable and non-transferrable share options, that are exercisable into 72,216 Ordinary shares of NIS 0.02 par value of the Company. 36,108 of the issued and allotted options vest over a period of six months, after which they are exercisable to 18,054 Ordinary Shares (every two options confer the right to one Ordinary Share of NIS 0.02 par value for NIS 0.6 per share). The remaining 108,324 options are exercisable to 54,162 Ordinary Shares, so that every 2 options confer the right to one Ordinary Share of NIS 0.02 par value for NIS 23.6 per share, and vest as follows; 25% after 12 months, and the remaining 75% on a monthly basis over a period of 36 months, that starts after the first 12 months. The above 36 months may be accelerated to 24 months vesting period, or 12 months vesting period, in certain events. All options expire after 5 years. The options were valued at USD 247 thousand, according to the Black and Scholes formula, based on the following assumptions: expected dividend 0%, standard deviation 76%, risk-free interest of 0.1% and expected life to exercise of 5 years. 4) On October 31, 2021, the Company’s Board of Directors approved the grant, under the 2013 Plan, of 486,500 non-marketable share options to 26 employees and advisors (three of which are officers of the Company), under the 2013 share options plan of the Company. Every two options are realizable into 1 Ordinary Share of NIS 0.02 par value of the Company (subject to adjustments), for NIS 19.4, in a cashless exercise manner, in which the grantor will receive Ordinary Shares that reflect the benefit component in the realized options. The option vest in three equal portions over a period of three years. The options were valued at USD 1,056 thousand (of which the officers’ options amount to USD 313 thousand), according to the Black and Scholes formula, based on the following assumptions: share price of NIS 9.81 (adjusted to reflect a transaction occurred immediately after the grant), expected dividend 0%, standard deviation 76%, risk-free interest of 0.1% and expected life to exercise of 6 to 10 years. 5) On February 9, 2022, the Board of Directors approved the grant of 25,000 non-marketable share options, exercisable to 25,000 Ordinary shares of NIS 0.02 of the Company, to an employee of the Company, based on the terms of the 2013 options plan. Each option is realizable into one share for NIS 19.4. in a cashless exercise manner; The option vest in three equal portions over a period of three years. The estimated value of the above options is NIS 282 thousand (USD 87 thousand, as of approval date), which was calculated according to the Black and Scholes formula, based on the following assumptions: expected dividend 0%, standard deviation 75%, risk-free interest of 0.1% and expected life to exercise of 6 years. 6) As to the grant of non-marketable share options to a mediator – see A4 above. 7) As to the grant of non-marketable share options to directors and controlling shareholders – see Note 20. Information on the awards outstanding and the related weighted average exercise price as of and for the years ended December 31, 2022, 2021 Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 Relating to options: Number of potential Ordinary shares Exercise price range* Number of potential ordinary shares Exercise price range* Number of potential ordinary shares Exercise price range* Outstanding at beginning of the year 739,514 NIS 23.4; USD 10.0 438,250 NIS 26; USD 10.0 323,600 USD 10.0 Granted 749,798 NIS 13.78 - NIS 80 342,264 NIS 14.18 – 23.4 230,750 NIS 26.0 Exercised** - - (2,000 ) USD 10.0 (43,000 ) USD 10.0 Forfeited (42,500 ) NIS 13.78 – NIS 19.4 (29,500 ) NIS 26; USD 10.0 (3,000 ) USD 10.0 Expired - - (9,500 ) NIS 26; USD 10.0 (70,100 ) USD 10.0 Outstanding at end of the year 1,446,812 NIS 13.78 – NIS 80 739,514 NIS 14.18; USD 10.0 438,250 NIS 26; USD 10 Exercisable at end of the year 486,874 NIS 14.18; USD 10.0 282,861 NIS 23.4; USD 10.0 175,800 USD 10.0 * Per 1 Ordinary Share of NIS 0.02 par value. Exercise price is quoted in denominated currency, see relevant exchange rates in Note 13C. ** Average share price for options exercised in 2021 – USD 9 . 12 . The following table summarizes information about stock-based awards outstanding at December 31, 2022 2021 and 2020 Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 Exercise price range Number of potential Ordinary shares Weighted average remaining contractual life (years) Number of potential ordinary shares Weighted average remaining contractual life (years) Number of potential ordinary shares Weighted average remaining contractual life (years) NIS 13.78 – NIS 19.4 677,346 7.3 270,048 9.1 - - NIS 23.4 – NIS 26.0 274,466 2.8 274,466 3.8 230,750 4.5 USD 10 195,000 2.2 195,000 3.2 207,500 4.3 NIS 40; NIS 60; NIS 80 300,000 9.2 - - - - NIS 13.78 – NIS 80 1,446,812 6.1 739,514 5.6 438,250 4.4 |
Pledges, Guarantees, Commitment
Pledges, Guarantees, Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Commitments [Abstract] | |
PLEDGES, GUARANTEES, COMMITMENTS AND CONTINGENT LIABILITIES: | NOTE 15 - PLEDGES, GUARANTEES, COMMITMENTS AND CONTINGENT LIABILITIES: A. As of December 31, 2022, the Company have pledged deposits of USD 85 thousand (presented as long-term restricted deposits) against bank guarantees in respect of the lease agreements for its offices, and additional deposits of USD 34 thousand (presented as short-term restricted deposits), against a guarantee in favor of a program with the Ministry of Energy and for securing credit. As to pledges made to secure the EIB loan – see note 12A. B. Commitments: The Company has entered into an agreement with a number of service providers for the purpose of locating and recruiting investors. The consideration for these agreements is on a basis of success in recruitment only, at a rate of 2% to 5% of the gross investment amount that will be recorded as share issuance costs that will be deducted from the premium on shares. C. Distribution and production agreement: In February 2020 the Company entered into an agreement with Fortlev Energia Solar Ltda (“Fortlev”) – a Brazilian company, pursuant to which it granted Fortlev a license for a period of 25 years to market its bGen technology in Brazil and Colombia. Under the agreement, until such time that Fortlev has established a production facility of its own, the Company shall pay Fortlev a commission fee of 10% of any sale it has completed in these territories. After the completion of a production facility, the Company will grant Fortlev an exclusive license for production and marketing of its product in these territories in which case, Fortlev will pay the Company 10% royalty from the sale of such products. |
Revenues
Revenues | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
General [Abstract] | ||
REVENUES: | NOTE 6 – REVENUES - | NOTE 16 - REVENUES: In 2022, the Company recognized the revenue for licensing under the licensing agreement with a customer in Brazil (Fortlev -see Note 15C.), following the completion of know-how delivery. Revenue in 2021 was derived from Thermal energy storage units sold to a customer in Brazil and other engineering services provided to a customer in Europe. Revenue recognized that was included in the contract liability balance (deferred revenue) at the beginning of the years ended December 31, 2022 and 2021, amounts to USD 939 thousand and USD 95, respectively. As of December 31, 2022, USD 243 of the amount of deferred revenue is expected to be recognized during 2023 and the balance in 2024. |
Costs and Expenses
Costs and Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Costs and Expenses [Abstract] | |
COSTS AND EXPENSES | NOTE 17 - COSTS AND EXPENSES: A. COST OF REVENUES: Year ended December 31, 2022 2021 2020 USD in thousands Salary and related expenses - 1,163 79 Consultants and subcontractors 247 881 1 Expenditure on materials (including inventory impairment loss) 2 792 1 Depreciation and other - 259 29 Maintenance - 93 12 249 3,188 122 Operating costs not attributed to projects (mainly salary and related expenses) * 1,686 863 - 1,935 4,051 122 Onerous contract provision included in costs 8 215 63 * Costs and expenses relating to periods in which the plant did not operate in full capacity. B. RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES, NET: Year ended December 31, 2022 2021 2020 USD in thousands Salary and related expenses 2,609 2,529 1,747 Consultants and subcontractors 441 998 632 Expenditure on materials 1,020 738 1,111 Depreciation and other 615 534 314 Office maintenance 208 167 137 4,893 4,966 3,941 Less: Government Grants, see Note 3A (275 ) (1,266 ) (1,734 ) Add: royalty liability recognized for government grants (Note 12B) - - 1,706 4,618 3,700 3,913 C. MARKETING AND PROJECT PROMOTION EXPENSES, NET: Year ended December 31, 2022 2021 2020 USD in thousands Salary and related expenses 954 521 190 Office maintenance 15 27 28 Project Promotion 84 45 82 Consultants 38 90 22 Other 131 64 74 1,222 747 396 Less: Government grants, Note 3A. - - (26 ) 1,222 747 370 D. GENERAL AND ADMINISTRATIVE EXPENSES: Year ended December 31, 2022 2021 2020 USD in thousands Salary and related expenses 2,302 1,070 557 Office maintenance 93 77 66 Consultants and insurance 1,660 1,104 548 Depreciation and other 410 335 295 4,465 2,586 1,466 E. OTHER EXPENSES, NET Year ended December 31, 2022 2021 2020 USD in thousands Share in loss of joint venture (Note 4) 30 - - Write down of production line (Note 8B) 704 314 - Other 3 (19 ) 143 737 295 143 |
Financial Income and Expenses,
Financial Income and Expenses, Net | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Finance Income and expenses [Abstract] | |
FINANCIAL INCOME AND EXPENSES, NET | NOTE 18 - FINANCIAL INCOME AND EXPENSES, NET: A. Financial income: Year ended December 31 2022 2021 2020 USD in thousands Interest income 51 3 - Fair value adjustment of share option’s liability – Note 12C. 197 1,053 - Debt arrangement gain – see Note 12C. - - 915 Exchange rate differences, Net 671 17 48 919 1,073 963 B. Financial expenses: Year ended December 31 2022 2021 2020 USD in thousands Interest and fees to banks 17 82 120 Notional interest and linkage in respect of shareholder’s loan - 8 55 Interest on EIB loan 92 - - Interest on lease liabilities 69 179 104 Exchange rate differences - 75 12 Fair value adjustment of share option’s liability – Note 12C. - - 730 Interest on convertible loans - - 93 Adjustment of royalties’ obligation 180 11 - 358 355 1,114 |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Loss Per Share [Abstract] | |
LOSS PER SHARE | NOTE 19 - LOSS PER SHARE: The loss per share is calculated by dividing the loss attributed to shareholders by the weighted average number of ordinary shares outstanding. Basic Loss Per Share: Year ended December 31 2022 2021 2020 Loss attributed to the shareholders of the Company (USD in thousands) (11,067 ) (10,348 ) (9,481 ) Weighted average number of ordinary shares outstanding 14,627,761 11,934,472 7,950,325 Basic loss per share (USD) (0.76 ) (0.87 ) (1.19 ) Diluted Loss Per Share: Year ended December 31 2022 2021 2020 Loss attributed to the shareholders of the Company (USD in thousands), as above (11,067 ) (10,348 ) (9,481 ) Financial expenses relating to fair value adjustment of warrants* - (1,053 ) - (11,067 ) (11,401 ) (9,481 ) Weighted average number of ordinary shares outstanding, as above 14,627,761 11,934,472 7,950,325 Potential shares from exercise of warrants* - 185,000 - 14,627,761 12,119,472 7,952,325 Fully diluted loss per share (USD) (0.76 ) (0.94 ) (1.19 ) * In 2022 and 2020, all share options and warrants had anti-dilutive effect and therefore the diluted loss per share data for 2022 and 2020 is the same as the basic loss per share data. For 2021, except for the warrants that are classified as a liability, all other share options and warrants have anti-dilutive effect. |
Transactions with Related Parti
Transactions with Related Parties | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disclosure of Transactions Between Related Parties [Abstract] | ||
TRANSACTIONS WITH RELATED PARTIES | NOTE 10 - TRANSACTIONS WITH RELATED PARTIES – | NOTE 20 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES: The Company’s key management personnel include, together with other parties, per the definition of “related parties” referred to in IAS 24R, include the members of the Board of Directors, and the members of senior management. A. Transactions with related parties: For the year ended December 31 2022 2021 2020 USD in thousands Salary and related expenses to related parties employed in the Group (see B. below) – in respect of 3 persons* 1,390 682 485 Notional interest and linkage for shareholder’s loan** - 8 55 Remuneration of directors - for four directors * 152 57 45 * Including benefits recognized for share based payments . ** The shareholder’s loan was repaid in full in February 2021. Balances with related parties: December 31 2022 2021 USD in thousands Other payables - Employees and Institutions 282 * 310 Payables - expenses payable for directors’ remuneration 28 15 * As to the conversion of USD 224 thousands into ordinary shares of the Company - see Note 21C. B. Employment agreements with related parties: 1) Under the employment agreement that took effect in June 2017, following the listing of the Company’s shares for trading on the Tel Aviv Stock Exchange, Mr. Avraham Brenmiller - the controlling shareholder in respect of his position as CEO of the Company, and his sons Nir and Doron Brenmiller who are employed as senior officers of the Company, received a gross monthly salary of USD 24.5 thousand and USD 14 thousand (for each of his sons), and were also entitled to annual bonuses determined as a percentage of consolidated profit before tax, with a cap. 2) During 2019, per notices given by the CEO and his sons, Nir and Doron, their monthly salary was reduced by 50%, 30% and 30%, respectively. Commencing 2021, That reduction was partially canceled for Nir and Doron so that, as of January 2021, the monthly salary of each of them is approximately USD 12.5 thousand gross. 3) On February 9, 2022, the annual and extraordinary shareholders’ meeting of the Company approved the following: a. To reappoint Mr. Avraham Brenmiller as the chairman of the Company’s Board of Directors for an additional period of 18 months, commencing February 1, 2022. b. To update the terms and salary of employment of Mr. Nir Brenmiller and Mr. Doron Brenmiller for a period of three years, commencing the date of approval of the shareholders’ meeting, to a monthly gross salary of NIS 55,000 (approximately USD 17.1 thousand). c. To cancel the conditional annual bonus described in (1) above. d. To grant Mr. Avraham Brenmiller 150,000 non-marketable options, Mr. Nir Brenmiller and Mr. Doron Brenmiller - 75,000 non-marketable options, each, with the following terms: The options vest in three equal bunches over a period of 3 years (33.3% each year), Each option is exercisable into one Ordinary Share of NIS 0.02, with the following exercise prices: first bunch – NIS 40 per one share, second bunch – NIS 60 per one share, third bunch – NIS 80 per one share (based on exchange rates as of approval date – USD 12.44 USD 18.66 And USD 24.88, respectively). The estimated value of the above options is NIS 2,616 thousand (USD 810 thousand, as of approval date), which was calculated according to the Black and Scholes formula, based on the following assumptions: expected dividend 0%, standard deviation 75%, risk-free interest of 0.1% and expected life to exercise of 8 to 10 years (the options will expire after 10 years from issuance). 4) On August 25, 2022, following the recommendation of the remuneration committee of the Company, and the approval of the Board of Directors, a Special General Meeting of the Company’s shareholders approved the adoption of a new compensation policy for the Company’s officers and directors. The new compensation policy, sets, with respect to related parties (controlling shareholders and directors), the following: Mr. Avi Brenmiller The employment agreement of Mr. Avi Brenmiller, as CEO of the Board, will be renewed for a period of three years, as of August 1, 2022, continuing with the same gross monthly salary of NIS 37,000 (approximately USD 10,600), with customary office terms and will be provided with a private car for his use with all expenses and possible tax consequences covered by the Company. These employment terms refer only to his duty as CEO, and he will not be entitled to any compensation as Chairperson. Mr. Brenmiller’s dual roles as CEO and Chairperson will be valid until August 1, 2023. During his employment, Mr. Brenmiller will be eligible to receive an annual bonus, subject to the achievement of measurable goals, in accordance with the maximum amount stated in the Company’s compensation policy, as may be from time to time, subject to all required approvals according to applicable law. In addition, as of June 23, 2022, he will be rewarded with a total of 225,000 share options to purchase up to 225,000 ordinary shares of the Company under the Company’s 2013 global incentive option plan. The options exercise price shall be NIS 13.78 per share (based on the average market share price in the last 30 days prior to the grant date, plus 15%), and they shall vest over three years (33.3% at the end of each year). Estimated value of this grant aggregates NIS 2.2 million (approximately USD 619 thousand, as of June 30, 2022). The estimated value of the above options was calculated according to the Black and Scholes formula, based on the following assumptions: expected dividend 0%, standard deviation 75%, risk-free interest of 2% and expected life to exercise of 8 to 10 years. The employment of Mr. Avi Brenmiller is for an indefinite term, subject the required approvals under applicable law. Either party may terminate the agreement with a written prior notice of 6 months. Non-executive directors To award, as of June 23, 2022, all non-executive directors of the Company with 30,000 share options to purchase up to 30,000 ordinary shares of the Company, each (120,000 options in total), with vesting conditions and exercise price that are similar to the options granted to Mr. Avi Brenmiller except that the expected life to exercise which are 2 to 4 years. Estimated value of each grant aggregates NIS 184 thousand (approximately USD 52 thousand for each non-executive director). 5) Directors’ and Officers’ Liability Insurance Policy Following the recommendation of the Compensation Committee and the approval of the Board of Directors from June 23, 2022, on July 1, 2022 the Company updated its Directors’ and Officers’ liability insurance policy to accommodate the change in the regulatory environment in which the Company operates. C. As to changes made subsequent to December 31, 2022, in the compensation policy for officers and directors of the Company, the conversion of unpaid salary to Mr. Brenmiller into units of ordinary shares and warrants of the Company and his investment in the Company’s capital in the framework of a private placement of private investors – see Note 21. |
Significant Events during the P
Significant Events during the Period | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disclosure of Events After Reporting Period [Abstract] | ||
SIGNIFICANT EVENTS DURING THE PERIOD | NOTE 5 - SIGNIFICANT EVENTS DURING THE PERIOD: A. Private placement to investors and the controlling shareholder Pursuant to the approval of an extraordinary meeting of the Company’s shareholders held on January 24, 2023, of a definitive private placemet agreements signed at the end of 2022 (see also Note 21A to the consolidated annual financial statements for 2022), in February 16, 2023, the Company completed a private placement by certain investors, part of whom are existing shareholders of the Company (the “Investors”), and the controlling shareholder of the Company, in an aggregate amount of NIS 12.463 million (USD 3.59 million). Under the investor agreements the Company issued 2,338,264 units, each consisting of one Ordinary Share of NIS 0.02 and one non-registrable and non-tradeable warrant at a price of NIS 5.33 (USD 1.55) per each issued Unit. Each warrant is exercisable into one Ordinary Share subject to payment of exercise price of NIS 6.13 (USD 1.78) per warrant for a term of five (5) years from the issuance date of the offered warrants. Issuance costs (of approximately USD 29 thousands) and the placement proceeds were allocated on a relative fair value basis (USD 2.24 million to share capital and premium and USD 1.35 million to the warrants); the warrants fair value was determined on the basis of the Black & scholes option pricing model. The above private placement includes 645,028 units (representing a total investment of USD 1 million in cash), offered to Mr. Avraham Brenmiller - the Company’s controlling shareholder and the Company’s Chief Executive Officer and Chairman of the Board - with the same terms and conditions, as offered to the other investors. The Investors and the controlling shareholder received piggyback registration rights for their ordinary shares and associated warrants. The Company has agreed to file a registration statement with the SEC to register the resale of the warrant shares thirty (30) days after becoming shelf eligible. Upon effectiveness of such registration statement, the aforementioned piggyback rights shall expire. On June 29, 2023, the Company filed with the SEC a registration statement of Form F-3 to affect the registration of the ordinary shares and warrants, as above. The Investors are subject to certain restrictions regarding resale of the Units, the Offered Shares and the shares underlying the Offered Warrants for Investors pursuant to Israeli and U.S. laws. B. An amendment to the Company’s compensation policy for officers and directors Pursuant to the approval of an extraordinary meeting of the Company’s shareholders held on January 24, 2023, and as recommended by the Board of Directors and compensation committee, the Company adopted an amendment to the Company’s compensation policy, which includes an efficiency plan to decrease expenses and the Company’s burn rate, which plan may include, inter alia, exchanging accrued and unpaid cash salary to Company’s employees and officers with equity-based compensation (the “Efficiency Plan”). The amendment presents the following changes to the current compensation policy from August 25, 2022: i. To allow the Compensation Committee and the Board of Directors to exchange basic salary with equity-based compensation, either in whole or in part, by issuing Restricted Shares (“RS”) or Restricted Shares Units (“RSU”) which will be vested on a monthly basis. In such case, the calculation of the RS and RSU value in comparison to the basic salary will include a discount of up to 15%. ii. To allow the Compensation Committee and the Board of Directors to exchange accrued and unpaid cash salary to office holders, including shareholders and /or relative of controlling shareholders, with RSU or any other equity-based compensation in accordance with the Company’s option plan (as defined in the current compensation policy) with the following minimum terms: vesting period of no less than one month, share price that will be calculated according to the average of Company’s market share price in the last 5-30 days (at the Boards’ discretion), with a discount of up to 15%. iii. To grant equity-based compensation in exchange of accrued and unpaid employee’s salary to Mr. Avraham Brenmiller. Following the above approval, the Company converted the unpaid salary balance of Mr. Brenmiller as at December 31, 2022 (in respect of prior years) in the amount of NIS 790 thousand (approximately USD 225 thousand), into equity under the terms of the Private Placement to the Investors and the Private Placement to Mr. Brenmiller, as described in A above, respectively, except the exercise period as described below. Accordingly, the Company granted Mr. Brenmiller 148,217 units, consisting of 148,217 Ordinary Shares of NIS 0.02 par value and 148,217 associated Warrants, at a price of NIS 5.33 (USD 1.55) per each issued unit. Each warrant is exercisable into one Ordinary Share subject to payment of exercise price of NIS 6.13 (USD 1.78) per warrant and has a term of two (2) years as of the issuance date of the warrants for Mr. Brenmiller. Under the above approved compensation plan, the Company granted during the period to its employees and service providers: (a) 22,164 RSU shares in exchange for employees salary of NIS 207 thousand (approximately USD 58 thousand); these shares vest mainly over 12 months, of which 3 months have vested), (b) 39,892 RSU shares in exchange for service providers salary of NIS 254 thousand (approximately USD 71 thousand); these shares vest mainly over 12 months, of which 6 months have vested), and (c) bonuses in fully vested 473,171 RS shares to employees and service providers, with estimated value in the amount of NIS 2,328 thousand (USD 649 thousand). In addition, following the approval of the extraordinary shareholders meeting and the recommendation of the Board of Directors, the controlling shareholders were granted share options (received instead of RSU, with no incremental value as of the modification date), as follows: 33,536 fully vested share options in exchange for bonus payment in the amount of NIS 165 thousand (USD 46 thousand) and 13,643 share options in exchange for salary of NIS 157 thousand (USD 44 thousand). In calculating the share options amount granted in exchange for salary, a 10% discount was taken into account and they vest over a period of 12 months (of which 2 month have already vested). C. Clean Energy production for an Israeli Beverage Producer: During the period, the Company received an approval from the Israeli Ministry of Environmental Protection for a NIS 2.2 million (approximately USD $610,000) grant, conditional on the built and installation of a bGen™ TES system at a beverage plant owned and operated by an Israeli beverage producing company. The approved grant is to fund the clean energy project outlined in a Memorandum of Understanding (“MOU”) between the Company and the beverage company. Through the proposed Energy as a Service (EaaS) joint venture Brenmiller’s bGen™ is to provide clean steam, replacing the fossil fuel-based steam boilers that currently power the beverages plant. The TES project is expected to have a capacity of 35 MWh and a maximum capacity of 14 tons of steam per hour. D. Dimona Israel Production Facility: The Company is proceeding with the assembly of its TES gigafactory in Dimona, Israel, under the arrangement with EIB. The production facility is planned to be Industry 4.0 compliant and will have a fully automated line with a production capacity of up to 4 GWh of its patented bGen TM The Company expects that it will be operational by the end of 2023 and plans to ramp-up the production line during 2024 and increase its production capacity in order to reach the target of 4 GWh annually. E. An agreement with sales agent On June 9, 2023, the Company, entered into a Sales Agreement with A.G.P./Alliance Global Partners (“the Sales Agent”), pursuant to which the Company may offer and sell, from time to time, to or through the Sales Agent as agent or principal, ordinary shares, par value NIS 0.02 per share. The Ordinary Shares will be offered and sold pursuant to the Company’s currently effective registration statement on Form F-3, the prospectus contained therein and the prospectus supplement filed with the Securities and Exchange Commission dated June 9, 2023, under which the Company may offer and sell its Ordinary Shares having an aggregate offering price of up to USD 9,350 thousand from time to time through A.G.P. F. June 2023 private placement On June 15, 2023, the Company completed a private placement offering of its securities for the aggregate gross proceeds of USD 2.5 million (NIS 8.97 million) with one of the Company’s shareholders, a Switzerland-based company. The placement included 2,487,778 units (“Units”), each Unit consisting of one ordinary share of the Company, par value NIS 0.02 per share (the “Ordinary Shares”), and one non-tradeable warrant to purchase one ordinary share, at a price per Unit of $1.00. The warrants are exercisable at a price of NIS 4.4 (approximately USD 1.20) per share, reflecting a 33% premium over the market price of the Company’s Ordinary Shares on The Nasdaq Stock Market LLC at the close on June 12, 2023. The warrants are exercisable beginning on June 12, 2024 and are exercisable until June 12, 2029. Issuance costs (of approximately USD 20 thousand) and the placement proceeds were allocated on a relative fair value basis (USD 1.57 million to share capital and premium and USD 0.93 million to the warrants); the warrants fair value was determined on the basis of the Black & scholes option pricing model. | NOTE 21 - EVENTS AFTER DECEMBER 31, 2022: Following the recommendations of the Board of Directors, on January 24, 2023, an extraordinary meeting of the Company’s shareholders approved the following: A. Private placement to investors and the controlling shareholder An investment in the Company through a private placement by certain investors, part of whom are existing shareholders of the Company (the “Investors”), and the controlling shareholder of the Company, in an aggregate amount of NIS 12.463 million (USD 3.625 million), under the Company entered into definitive private placement agreements (from November 29, 2022 and December 6, 2022; the “Agreements”) with the Investors for the issuance through a private placement of 2,338,264 units, each consisting of one Ordinary Share of NIS 0.02 and one non-registrable and non-tradeable warrant at a price of NIS 5.33 (USD 1.55) per each issued Unit. Each warrant is exercisable into one Ordinary Share subject to payment of exercise price of NIS 6.13 (USD 1.78) per warrant for a term of five (5) years from the issuance date of the offered warrants. The above private placement includes 645,028 units (representing a total investment of USD 1 million in cash), offered to Mr. Avraham Brenmiller - the Company’s controlling shareholder and the Company’s Chief Executive Officer and Chairman of the Board - with the same terms and conditions, as offered to the other investors. The Investors and the controlling shareholder received piggyback registration rights for their ordinary shares and associated warrants. The Company has agreed to file a registration statement with the SEC to register the resale of the warrant shares thirty (30) days after becoming shelf eligible. Upon effectiveness of such registration statement, the aforementioned piggyback rights shall expire. The Investors are subject to certain restrictions regarding resale of the Units, the Offered Shares and the shares underlying the Offered Warrants for Investors pursuant to Israeli and U.S. laws. In February 16, 2023, the Company completed the issuance of the above units and received the total consideration as above. B. An amendment to the Company’s compensation policy for officers and directors On November 23, 2022, the Board of Directors decided to implement an efficiency plan to decrease expenses and the Company’s burn rate, which plan may include, inter alia, exchanging accrued and unpaid cash salary to Company’s employees and officers with equity-based compensation (the “Efficiency Plan”). Therefore, on November 23, 2022, the Compensation Committee of the Board of Directors and the Board of Directors, respectively, approved and recommended to the shareholders of the Company to approve the adoption of an amendment to the compensation policy, which presents the following changes to the current compensation policy from August 25, 2022, as amended and approved by the shareholders of the Company: To allow the Compensation Committee and the Board of Directors to exchange basic salary with equity-based compensation, either in whole or in part, by issuing Restricted Shares (“RS”) or Restricted Shares Units (“RSU”) which will be vested on a monthly basis. In such case, the calculation of the RS and RSU value in comparison to the basic salary will include a discount of up to 15%. To allow the Compensation Committee and the Board of Directors to exchange accrued and unpaid cash salary to office holders, including shareholders and /or relative of controlling shareholders, with RSU or any other equity-based compensation in accordance with the Company’s option plan (as defined in the current compensation policy) with the following minimum terms: vesting period of no less than one month, share price that will be calculated according to the average of Company’s market share price in the last 5-30 days (at the Boards’ discretion), with a discount of up to 15%. C. To approve a grant of equity-based compensation in exchange of accrued and unpaid employee’s salary to Mr. Avraham Brenmiller As part of the Company’s Efficiency Plan, as described above, the shareholders approved the grant of equity-based compensation in exchange of unpaid employee’s cash salary to Mr. Brenmiller. As of December 31, 2022, Mr. Brenmiller had an unpaid salary balance (in respect of prior years) in the amount of NIS 790 thousand (approximately USD 225 thousand). In exchange for the above unpaid salary and in connection with the Efficiency Plan, on November 17, 2022 and November 23, 2022, the Compensation Committee and the Board of Directors, respectively, approved and voted to recommend that the shareholders approve to convert the unpaid salary into equity under the terms of the Private Placement to the Investors and the Private Placement to Mr. Brenmiller, as described in A above, respectively, except the exercise period as described below. Accordingly, the Company will grant Mr. Brenmiller 148,217 units, consisting of 148,217 Ordinary Shares of NIS 0.02 par value and 148,217 associated Warrants, at a price of NIS 5.33 (USD 1.55) per each issued unit. Each warrant is exercisable into one Ordinary Share subject to payment of exercise price of NIS 6.13 (USD 1.78) per warrant and has a term of two (2) years as of the issuance date of the warrants for Mr. Brenmiller. |
The Basis for the Preparation o
The Basis for the Preparation of the Unaudited Condensed Consolidated Financial Statements | 6 Months Ended |
Jun. 30, 2023 | |
The Basis for the Preparation of the Unaudited Condensed Consolidated Financial Statements [Abstract] | |
THE BASIS FOR THE PREPARATION OF THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 2 - THE BASIS FOR THE PREPARATION OF THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The Group’s condensed consolidated financial statements as of June 30, 2023 and 2022 and for the interim six month periods then ended (hereinafter: “The financial information for the interim period”) were prepared in accordance with International Accounting Standard 34: “Interim Financial reporting” (hereinafter: “IAS 34”). The financial information for the interim period is presented in a condensed form and does not include all of the information and disclosures that are required within the framework of annual financial statements. The financial information for the interim period should be read in conjunction with the annual financial statements for the year ended December 31, 2022 and the accompanying notes thereto, which comply with the International Financial Reporting Standards (hereinafter: “IFRS Standards”), as issued by the International Accounting Standard Board (“IASB”). |
Principal Accounting Policies
Principal Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Principal Accounting Policies [Abstract] | |
PRINCIPAL ACCOUNTING POLICIES | NOTE 3 - PRINCIPAL ACCOUNTING POLICIES The principal accounting policies and calculation methods, which have been implemented in the preparation of the financial information for the interim period, are consistent with those that were implemented in the preparation of the Group’s annual financial statements for the year ended December 31, 2022, except for the following IFRS guidance that is applicable to the Company, that became effective and is applied commencing January 1, 2023: Amendment to IAS 12 – this amendment requires to recognize deferred taxes in transactions that, on initial recognitions, give rise to equal amounts of taxable and deductible temporary differences, which , as relates to the Company, apply to temporary differences arising on the initial recognition of right-of-use assets and the corresponding lease liabilities; the adoption of this amendment had no material effect on the Company’s financial statements. Amendment to IAS 8 – this amendment clarifies the definition of accounting estimated and how should companies distinguish between changes in accounting policies and changes in accounting estimates. The adoption of this amendment had no material effect on the Company’s financial statements. Amendment to IAS 1 – this amendment requires that the annual financial statements for 2023, will disclose the material accounting policies (that may affect the decisions of the main users) instead of the significant accounting policies. The Company will apply the materiality threshold in disclosing its accounting policies in its 2023 annual financial statements. |
Significant Accounting Estimate
Significant Accounting Estimates and Judgments | 6 Months Ended |
Jun. 30, 2023 | |
Significant Accounting Estimates and Judgments [Abstract] | |
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS | NOTE 4 - SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS The preparation of the interim financial statements requires the Company’s management to exercise judgment and it also requires the use of accounting estimates and assumptions, which affect the implementation of the Group’s accounting policy and the reported amounts of the assets, liabilities and expenses. The actual results may be different from these estimates. When preparing these interim condensed consolidated financial statements, the significant judgments that were applied by the management in the implementation of the Group’s accounting policy and the uncertainty that is inherent in the key sources of the estimates were identical to those in the Group’s annual consolidated financial statements for the year ended December 31, 2022. |
Cost of Revenues
Cost of Revenues | 6 Months Ended |
Jun. 30, 2023 | |
Cost of Revenues [Abstract] | |
COST OF REVENUES | NOTE 7 - COST OF REVENUES Six months ended 2023 2022 USD in thousands Salary and related expenses 392 - Consultants and subcontractors 112 5 Operating costs not attributed to projects (mainly salary and related expenses) 628 878 1,132 883 |
Research, Development and Engin
Research, Development and Engineering Expenses, Net | 6 Months Ended |
Jun. 30, 2023 | |
Research, Development and Engineering Expenses, Net [Abstract] | |
RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES, NET | NOTE 8 - RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES, NET: Six months ended 2023 2022 USD in thousands Total research, development and engineering expenses 1,758 2,730 Less – grants (94 ) (263 ) 1,664 2,467 |
General and Administrative Expe
General and Administrative Expenses | 6 Months Ended |
Jun. 30, 2023 | |
General and Administrative Expenses [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 9 - GENERAL AND ADMINISTRATIVE EXPENSES: Six months ended 2023 2022 USD in thousands Salary and related expenses 1,279 1,051 Consultants and insurance 903 1,018 Depreciation and other 162 214 Office maintenance 54 45 2,398 2,328 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | A. Basis of presentation: The Group’s financial statements have been prepared in accordance with International Financial Reporting Standard (hereafter – “IFRS”), which are standards and interpretations issued by the International Accounting Standards Board (hereafter – “IASB”). In connection with the presentation of these financial statements it should be stated as follows: 1) The significant accounting policies, described below, have been applied on a consistent basis in relation to all the years presented, unless noted otherwise. 2) The consolidated financial statements have been prepared in accordance with the historical cost convention, except for share option’s liability that is presented at fair value. 3) Preparation of financial statements in accordance with IFRS, requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. Areas involving a higher degree of judgement, or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 3. Actual results may differ materially from estimates and assumptions used by the Group’s management. 4) The period of the Group’s operating cycle is 12 months. 5) The Group classifies its expenses on the statement of comprehensive loss based on the functions of such expenses. 6) Revenue comparative figures have been disaggregated in the statement of comprehensive loss to conform with current year presentation. |
Interest in other entities | B. Interest in other entities: 1) Subsidiary companies and consolidation Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which the company gains control of such entities, and are de-consolidated when control ceases. Balances and intra-group transactions, including revenue, expenses and dividends in respect of transactions between the Group companies, have been eliminated. 2) Joint venture The Company’s interest in the newly formed joint venture is accounted for using the equity method, after initially being recognized at cost in the consolidated balance sheet. Under the equity method of accounting, investments are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable are recognized as a reduction in the carrying amount of the investment. |
Functional and presentation currency | C. Functional and presentation currency: New Israeli Shekels (NIS) is the Parent Company’s functional currency. The Group’s presentation currency as used in the consolidated financial statements is the US Dollar (USD). Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are generally recognized in profit or loss. Presentation currency The results and financial position from the Parent Company’s functional currency or the functional currency of its subsidiaries are translated into the presentation currency using the following procedures: assets and liabilities for each financial position presented are translated at the closing rate at the date of that financial position. Income and expenses for each statement of comprehensive loss are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and all resulting exchange differences are recognized in other comprehensive income. Such exchange differences arising on translation to the presentation currency will not be reclassified to profit or loss. |
Property, plant and equipment | D. Property, plant and equipment Property, plant and equipment items are initially recognized at cost of acquisition or construction, less relevant government investment grants. The cost of self-constructed assets includes the cost of the direct materials, as well as any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Subsequent costs are included when incurred as part of the asset’s book value or recognized as a separate asset, as the case may be, only when future economic benefits attributable to the fixed asset item are expected to flow to the Group, and the cost of the item is reliably measurable. When part of a fixed asset item is replaced, its carrying amount is deducted from the books. All other costs of repairs and maintenance work are charged to the statement of income or loss during the reporting period when they are incurred. All items of property, plant and equipment are presented at historical cost less accumulated depreciation and impairment write-downs. Assets are depreciated under the straight-line method, in order to amortize their cost or their estimated value to their residual value over their useful life, as follows: Plant 10-14 years Computers and equipment 3 years Leasehold improvements Over the shorter of the lease term, or useful life 5-10 years Furniture and equipment 7-16 years Vehicles 7 years Depreciation and amortization expenses are charged to comprehensive income in a systematic manner as detailed above, over the expected useful life of the items, from the date the asset is ready for use, i.e., when it has reached the location and condition necessary for it to be capable of operating in the manner intended by management. The residual values of the assets, their useful life and the depreciation method are reviewed, and updated as necessary, at least once a year. An asset amount is immediately written down to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. See also Note 8B. |
Intangible assets | E. Intangible assets Research and development Research expenses are charged to profit or loss as incurred. Costs incurred in respect of development projects (relating to the design and examination of new or improved products) are recognized as intangible assets when the following conditions are met: ● technological feasibility exists for completing development of the intangible asset so that it will be available for use or sale, or; ● it is management’s intention to complete development of the intangible asset for use or sale; ● the Group has the ability to use or sell the intangible asset; ● it is probable that the intangible asset will generate future economic benefits, including existence of a market for the output of the intangible asset or the intangible asset itself or, if the intangible asset is to be used internally, the usefulness of the intangible asset; ● adequate technical, financial and other resources are available to complete development of the intangible asset, as well as the use or sale thereof; and ● the Group has the ability to reliably measure the expenditure attributable to the intangible asset during its development. Other development costs that do not meet these conditions are expensed as incurred. Development costs previously recognized as an expense are not recognized as an asset in subsequent periods. As of December 31, 2022, the Group has not yet capitalized development expenses, see also Note 3B. |
Impairment of non-monetary assets | F. Impairment of non-monetary assets Non-monetary assets are examined for impairment, on the occurrence of events or changes in circumstances, which indicate that their carrying value will not be recoverable. Impairment loss is recognized to the extent that the carrying amount of a non-monetary asset exceeds its recoverable value. The recoverable amount of an asset is the higher of the fair value of the asset, less costs to sale, and its value in use. For the purpose of examining impairment, the assets are divided into the lowest levels for which there are separate identifiable cash flows (cash-generating units). Non-monetary assets, with the exception of goodwill, that were written down for impairment, are further examined on each statement of position date, to identify a possible write-up of the impairment loss recognized. |
Government grants | G. Government grants Government grants, which are received from Israeli government agencies and ministries, from the BIRD Foundation and NYPA (in a combined agreement – see Note 12B), as participation in research and development that is conducted by the Company, fall within the scope of “forgivable loans” as set forth in the International Accounting Standard 20: “Accounting for Government Grants and Disclosure of Government Assistance” (“IAS 20”). The Group recognizes each forgivable loan on a systematic basis at the same time the Group records, as an expense, the related research and development costs for which the grant is received, provided that there is reasonable assurance that (a) the Group complies with the conditions attached to the grant and (b) it is probable that the grant will be received (usually upon receipt of approval notice). When at the time of grant approval there is a reasonable assurance that the Group will comply with the forgivable loan conditions attached to the grant, and it is reasonably assured that the Group will not pay royalties, grant income is recorded against the related research and development expenses in the statements of comprehensive loss. If forgivable loans are initially carried to income, as described above, and in subsequent periods it is no longer reasonably assured that royalties will not be paid, the Group recognizes a financial liability under IFRS 9, that is measured at amortized cost, based on the Group’s best estimate of the amount required to settle the Group’s obligation at the end of each reporting period. The difference between the amount received and the fair value of the liability recognized at inception (present value) is treated as a government grant according to IAS 20 recognized as a deduction of research and development expenses. Changes in estimates of payable royalties are carried to financial income, or expenses, as appropriate. Commencing July 1, 2020, per management’s assessment that it is no longer reasonably assured that royalties will not be paid, the Company accounts for grants received as a liability under IFRS 9. |
Provisions | H. Provisions The Group recognizes provisions when it has a legal or constructive obligation resulting from past events, whose resolution would imply cash outflows, or the delivery of other resources owned by the Group. Obligations or losses related to contingencies are recognized as liabilities in the statements of financial position only when present obligations exist resulting from past events and it is probable to result in an outflow of resources and the amount can be measured reliably. Otherwise, a qualitative disclosure is included in the notes to the financial statements. As of December 31, 2022 and 2021, the Company has made provisions in respect of an onerous contract, presented among current liabilities. |
Borrowing costs | I. Borrowing costs Costs for specific and general borrowing that are directly attributable to the acquisition, construction or production of a qualifying asset (an asset that requires a substantial period of time to prepare it for its intended use or sale) are capitalized as part of the asset’s cost, during the period from the date when all the following conditions are first met: (a) the Group incurs expenditures for the asset; (b) borrowing costs are incurred for the Group; and (c) the Group undertakes activities that are necessary to prepare the asset for its intended use or sale. The capitalization of such borrowing costs is discontinued when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are completed. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are those borrowing costs that would have been avoided if the expenditure on the qualifying asset had not been made. Other borrowing costs are recognized as an expense in the period they are incurred. |
Trade receivables | J. Trade receivables Trade receivables comprise of amounts receivable from the Group’s customers for goods sold or services rendered in the ordinary course of business. When the collection of these amounts is expected to occur within one year or less, they are classified as current assets; otherwise, they are classified as non-current assets. |
Cash and cash equivalents | K. Cash and cash equivalents Cash and cash equivalents include: cash on hand, short-term deposits in banks that are not restricted in use, and other short-term investments with high liquidity and whose original maturity does not exceed 3 months. |
Financial Assets | L. Financial Assets: 1) Classification Financial assets at amortized cost Financial assets at amortized cost are financial assets held under a business model whose purpose is to hold financial assets in order to collect contractual cash flows, and their contractual terms provide entitlement at specified times to cash flows that are only principal payments and interest for the unpaid principal amount. These assets are classified as current assets, except for maturities that extend beyond 12 months period after the date of the statement of financial position, which are classified as non-current assets. The Group’s financial assets at amortized cost are included in the items: “Trade and other receivables”, “Restricted deposits” and “Cash and cash equivalents” that appear in the statement of financial position. 2) Recognition and measurement Regular way purchase or sales of financial assets is recognized and derecognized, as applicable, using trade date accounting. Financial assets classified at amortized cost, are measured in subsequent periods at amortized cost based on the effective interest method. 3) Allowance for expected credit losses The Group recognizes a loss allowance for expected credit losses on a financial asset that is measured at amortized cost. On each financial position date, the Group assesses and recognizes the change in expected credit losses of financial instruments since initial recognition in profit or loss. The Group had no material credit losses in 2022 and 2021. |
Derivative financial instruments | M. Derivative financial instruments Share options granted to Bank (see Note 12C) are derivative instruments. Derivative financial instruments are initially recognized at fair value at the date of entering into the derivative contract and are remeasured in subsequent periods at fair value. Fair value adjustments are carried to financial income or expenses, as appropriate. |
Inventory | N. Inventory Inventory is valued using the lower of cost or net realizable value. Net realizable value is an estimate selling price in the ordinary course of business, less the estimated costs to complete and sell the inventory. |
Share capital | O. Share capital Ordinary shares of the Company are classified as share capital. Incremental costs, which are directly attributable to the issuance of new shares, are presented in equity as a deduction from the issuance proceeds. |
Trade payables | P. Trade payables Suppliers’ balances include the Company’s obligations to pay for goods or services purchased from suppliers during the normal course of business. Suppliers’ balances are classified as current liabilities when the payment is to be made within one year or less; otherwise, they are classified as non-current liabilities. |
Financial liabilities | Q. Financial liabilities Loans are initially recognized at fair value, less transaction costs. In subsequent periods loans are measured at amortized cost; any difference between the consideration (less transaction costs) and the redemption value is recognized in profit or loss over the loan period, in accordance with the effective interest method. Amortized cost of royalty obligations is adjusted to reflect any changes in the estimated timing or amounts of cash flows, based on the present value of the updated cash flows, discounted at the original effective interest rate. Adjustment differences are carried to financial income or expenses, as appropriate. Loans are classified as current liabilities unless the Group has an unconditional right to defer repayment of the loans for at least 12 months after the end of the reporting period, in which case they are classified as non-current liabilities. |
Fair value measurements | R. Fair value measurements Under IFRS, fair value represents an “Exit Value”, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, considering the counterparty’s credit risk in the valuation. The concept of Exit Value is premised on the existence of a market and market participants for the specific asset or liability. When there is no market and/or market participants willing to make a market, IFRS establishes a fair value hierarchy that gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group has the ability to access at the measurement date. A quote price in an active market provides the most reliable evidence of fair value and is used without adjustment to measure fair value whenever available. Level 2 - Inputs, other than quoted prices in active markets, that are observable for the asset or liability, either directly or indirectly, and are used mainly to determine the fair value of securities, investments or loans that are not actively traded Level 3 - Unobservable inputs for the asset or liability are used when little or no market data is available. The Group used unobservable inputs to determine fair values, to the extent there are no Level 1 or Level 2 inputs, in valuation models such as Black-Scholes, binomial, discounted cash flows or multiples, including risk assumptions consistent with what market participants would use to arrive at fair value. |
Loss per share | S. Loss per share Basic loss per share is calculated by dividing the loss attributable to shareholders, by the weighted average number of ordinary shares outstanding during the period. In calculating the diluted income or loss per share, potential shares are taken into account, but only when their effect is dilutive (reducing the income or increasing the loss per share). |
Employee benefits | T. Employee benefits: 1) Short-term employee benefits Short-term employee benefits which include salaries, vacation days, sickness, recreation pay and contributions for Social Security, are recognized as expenses upon the provision of the services. Under Israeli law, every employee is entitled to vacation days and recreation pay, both of which are calculated on an annual basis. Eligibility is based on the length of the employment period. The Company accrues a liability and expense for vacation and recreation pay, based on the individual entitlement of each employee. 2) Post-employment benefits Israeli labor laws and the Group’s employment agreements require to pay retirement benefits to employees terminated or leaving their employment in certain other circumstances. This liability is covered by defined contribution plans, whereas the Group pays contributions to publicly or privately administered pension insurance plans. The Group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. The expense recognized in 2022 and 2021 in relation to these contributions was USD 586 thousand and USD 533 thousand, respectively. |
Share-based payment | U. Share-based payment The Company operates a share-based payment plan for the Company’s employees and service providers, which is paid with the Company’s equity instruments, in which the Company receives services from employees and service providers in exchange for the Company’s equity instruments (options). The Company recognizes expenses in respect of services received in exchange for share options, as follows: for employees, these expenses are determined with reference to the fair value of the options at the time of grant. For service providers, these expenses are determined on basis of the fair value of the services received, unless the fair value of such services cannot be determined (in which case, the fair value of the options is used). These expenses are carried respectively to a capital reserve in equity. Non-market vesting conditions are included among the assumptions used to estimate the number of options expected to vest. The total expense is recognized during the vesting period, which is the period during which all the conditions defined for the vesting of the share-based payment arrangement are required to be met. At each date of the statement of financial position, the Company updates its estimates regarding the number of options expected to vest, based on non-market vesting conditions, and recognizes the effect of the change compared to the original estimates, if any, in profit or loss, and respectively in equity. When exercising the options, the Company issues new shares. The proceeds, less transaction costs that can be attributed directly, are carried to share capital and premium on shares. |
Revenue recognition | V. Revenue recognition: Revenue from contracts with customers: 1) Measuring revenue The Group recognizes revenue in accordance with International Financial Reporting Standard 15 (hereinafter - IFRS 15). The Group’s revenues are measured according to the amount of consideration to which the Company expects to be entitled in exchange for the transfer of goods or services promised to the customer, except for amounts collected for third parties, such as certain sales taxes. Revenue is shown net of VAT. The Group does not adjust the amount of consideration promised for the effects of a significant financing component if the Company expects, at the time of entering into the contract, that the period between the date the customer pays for these goods or services will be one year or shorter. 2) Timing of revenue recognition In accordance with IFRS 15, the Company recognizes revenue when the customer gains control of the goods or services promised under the contract with the customer. For each performance obligation, the Company determines, at the time of entering into the contract, whether it fulfills the performance obligation over time, or at a point in time. A performance obligation is satisfied over time, if one of the following criteria is met: (a) the customer receives and consumes at the same time the benefits provided by the Company; (b) the Company’s performance creates or enhances an asset that is controlled by the customer while creating or improving it; or (c) the Company’s performance does not create an asset with an alternative use to the Company, and the Company is entitled to an enforceable payment for performance completed up to that date. A performance obligation that is not satisfied over time, is satisfied at a point in time. 3) Types of revenue of the Group: Sale of storage units The Group manufactures and sells storage units based on the development and technology it owns. The Group sells the storage units as a finished product. The sale of storage units is recognized when the Group delivers the product to the customer. Delivery of the storage units does not occur until the products have been sent to the specified location, and the customer has received the products in accordance with the contract of sale and the Group has objective evidence that all the criteria for receipt have been met. Provision of engineering services The Group provides, from time to time, ancillary engineering services in connection with the potential sale of the storage units. Revenue from the provision of such services is recognized in the reporting period in which the services are rendered, as the Group’s performance creates an asset that is controlled by the customer while it is created. Revenue is recognized in accordance with milestones performed. Granting rights for the production and distribution of storage units The Group grants, at its discretion, rights for production and / or distribution of the storage units in various countries around the world. The granting of these rights can entitle the Company to revenue, either from payment for production license and its use, and/or royalty income generated from the sale of the storage units by the entity that received the production and distribution rights. Income from production license is recognized when the relevant know-how is transferred to the licensee; royalties are recognized upon sale of units. Contract liabilities The Group’s contract liabilities from contracts with customers consist primarily of deferred revenue. Deferred revenue is mainly comprised of payment made on completion of certain milestones, prior to final delivery. |
Leases | W. Leases: 1) The Group leases building, offices and vehicles. Lease agreements are for a period of between 3 and 5 years, but may include extension options. 2) The Group’s policy with respect to leases in which the Company is the lessee: The Group assesses, when entering a contract, whether the contract is a lease or whether it includes a lease. A contract is a lease or includes a lease if the contract conveys the right to control the use of an identified asset for a period of time, in exchange for consideration, with the exception of lease transactions for a period of up to 12 months. The Group reassesses whether a contract is a lease or whether it includes a lease only if the terms of the contract have changed. On initial recognition, the Group recognizes a lease liability at the present value of future lease payments, which include, inter alia, the exercise price of extension options whose exercise is reasonably certain. Concurrently, the Company recognizes a right-of-use asset in the amount of the obligation in respect of the lease, adjusted for any lease payments made on or before the start date, less any lease incentives received, plus any initial direct costs incurred by the Group. Variable lease payments that are linked to the Israeli Consumer Price Index are measured initially by using the existing index at the beginning of the lease, and are included in the calculation of the liability in respect of a lease. When there is a change in the cash flows of the lease as a result of a change in the index, the Group re-measures the liability in respect of the lease based on the updated contractual flows, adjusting respectively the right-of-use asset. Since the interest rate inherent in the lease cannot be easily determined, the Group’s incremental interest rate is used. This interest rate is the rate that the Group would have been required to pay in order to borrow, for a similar period and with similar collateral, the amounts needed to obtain an asset with a value similar to a right-of-use asset in a similar economic environment. The lease period is the period during which the lease is non-cancellable, including periods covered by an option to extend the lease that is reasonably certain to be exercised by the Group, and periods covered by an option to cancel the lease if it is reasonably certain that it will not be exercised by the Group. After the commencement of the lease, the Group measures the right-of-use asset at cost, less accumulated depreciation and accumulated impairment losses, adjusted for any re-measurement of the lease liability. Depreciation on a right-of-use asset is calculated according to the straight-line method, over the estimated useful life of the leased asset or the lease period, whichever is shorter: Interest on the lease liability is recognized in profit or loss periodically during the lease term, in the amount that produces a constant periodic interest rate on the remaining balance of the lease liability. The lease contractual periodical payment, net of the interest amount, as above, is reduced from the carrying amount of the lease liability. Payment in respect of short-term leases are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with term of 12 months or less without a purchase option. Rentals of such leases, which are not material to the Company, are charged directly to operating expenses (accounted for as operating leases). |
New Accounting Pronouncements | Y. New Accounting Pronouncements Accounting pronouncements adopted in the current year Commencing January 1, 2022, the Company adopted the amendments to IAS 16, IAS 37. These amendments address and clarify inter alia issues that arise in determining onerous contracts and makings provisions therefor, and the recognition of proceeds received before the intended use of property, plant and equipment. The adoption of the said amendments did not have a material impact on the financial statements . Recently issued accounting pronouncements, not yet adopted An amendment to IAS 12 “Taxes on income” that will become effective in January 1, 2023, will require the Company to provide deferred taxes related to assets and liabilities arising from a single transaction, which , as relates to the Company, will apply to temporary differences arising on the initial recognition of right-of-use assets and the corresponding lease liabilities; as applicable to the Company, this amendment is required for assets and liabilities recognized initially in 2021 and thereafter, and is not expected to have any effect on taxes on income and results for 2021 and 2022. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies Abstract | |
Schedule of the Useful Life, Measured as Period of Time, Used for Property, Plant and Equipment | Assets are depreciated under the straight-line method, in order to amortize their cost or their estimated value to their residual value over their useful life, as follows: Plant 10-14 years Computers and equipment 3 years Leasehold improvements Over the shorter of the lease term, or useful life 5-10 years Furniture and equipment 7-16 years Vehicles 7 years |
Investee Companies (Tables)
Investee Companies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investee Companies [Abstract] | |
Schedule of Investee Companies by Percentage of Ownership, Country of Incorporation and Status | The following table specifies the Company’s investee companies by percentage of ownership, country of incorporation and status as of the date of these financial statements: Name Ownership Country of incorporation Status Brenmiller Energy NL B.V. 100 % The Netherlands Established on April 26, 2022; in early stages of operations Brenmiller Energy (Rotem) Ltd. 100 % Israel Ceased operations in 2022 (Note 8C) Hybrid Bio-Sol 10 Ltd. 100 % Israel Not yet commenced operations Brenmiller Energy U.S. Inc. 100 % United States Inactive Rani Zim Sustainable Energy Ltd. * 45 % Israel Inactive * On December 21, 2021, the Company, Rani Zim (a shareholder), a Company owned by one of the Company’s directors and an unrelated party, signed an agreement for the establishment of a new company (incorporated on January 4, 2022), of which the Company and Rani Zim each hold 45% of its shares. The new company was formed as a joint venture that is jointly controlled by the above two main shareholders (“the JV”), and was intended to engage in promoting and marketing energy solutions in the Israeli market. In April 2022, the parties have agreed to put the operations of the JV on hold until further notice. |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | December 31 2022 2021 USD in thousands Cash at bank 6,394 7,657 Short-term bank deposits 114 623 Total cash and cash equivalent* 6,508 8,280 Less – amount classified as non-current** (373 ) - Presented as current 6,135 8,280 6,194 7,547 * Denominated in foreign currency ** Due to commitment to EIB to maintain a cash balance of Euro 350 thousand at all times. See Note 12A. |
Receivables (Tables)
Receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Trade Receivables | Trade receivables include major customers, by geography, as follows: December 31 2022 2021 USD in thousands Customer A (South America) 100 % 60 % Customer B (Europe) - 40 % |
Schedule of Other Receivables | Other receivables December 31 2022 2021 USD in thousands Institutions 378 212 Grants receivable (see Note 2G) - 204 Others 206 137 584 553 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Inventories [Abstract] | |
Schedule of inventory | December 31 2022 2021 USD in thousands Work in progress* 871 - Raw materials** 64 95 935 95 * Work in progress is in connection with two commenced projects to supply systems to European companies. No revenue has been recognized to date with respect to these projects. ** As of December 31,2022 and 2021, the Company reduced its raw materials inventory to its net realizable value and recognized a loss of USD 2 thousand and USD 114 thousand, for the years 2022 and 2021, respectively |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Composition of Assets and Accumulated Depreciation | The composition of assets and accumulated depreciation, grouped by major classifications: Plant (see B below) Computers and equipment Leasehold improvement Office Furniture and equipment Vehicles Total USD in thousands Cost: Balance as of January 1, 2022 1,678 681 519 164 172 3,214 Additions – new production facility 708 35 - 4 - 747 Disposals (1,083 ) - - - - (1,083 ) Translation differences (206 ) (81 ) (61 ) (20 ) (20 ) (388 ) Balance as of December 31, 2022 1,097 635 458 148 152 2,490 Accumulated depreciation: Balance as of January 1, 2022 367 641 417 95 111 1,631 Additions 153 25 27 10 24 239 Disposals (379 ) - - - - (379 ) Translation differences (42 ) (76 ) (50 ) (11 ) (15 ) (194 ) Balance as of December 31, 2022 99 590 394 94 120 1,297 Depreciated balance as of December 31, 2022 998 45 64 54 32 1,193 Cost: Balance as of January 1, 2021 1,850 626 501 158 152 3,287 Additions 193 32 - 1 14 240 Disposals (414 ) - - - - (414 ) Translation differences 49 23 18 5 6 101 Balance as of December 31, 2021 1,678 681 519 164 172 3,214 Accumulated depreciation: Balance as of January 1, 2021 288 602 376 82 83 1,431 Additions 171 19 26 10 24 250 Disposals (103 ) - - - - (103 ) Translation differences 11 20 15 3 4 53 Balance as of December 31, 2021 367 641 417 95 111 1,631 Depreciated balance as of December 31, 2021 1,311 40 102 69 61 1,583 |
Right-Of-Use Assets and Lease_2
Right-Of-Use Assets and Lease Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Right of Use Assets and Lease Liabilities Explanatory [Abstract] | |
Schedule of Right of Use Assets | Land Offices and buildings Vehicles Total USD in thousands Cost: Balance as of January 1, 2022 1,721 2,027 770 4,518 Additions and modifications during the year (Note 8B) - 449 152 601 Derecognition of Rotem 1 lease (note 8C) (1,721 ) - - (1,721 ) Translation differences - (238 ) (90 ) (328 ) Balance as of December 31, 2022 - 2,238 832 3,070 Accumulated depreciation: Balance as of January 1, 2022 258 897 345 1,500 Depreciation - 361 174 535 Derecognition of Rotem 1 lease (note 8C) (258 ) - - (258 ) Translation differences - (120 ) (49 ) (169 ) Balance as of December 31, 2022 - 1,138 470 1,608 Depreciated balance as of December 31, 2022 - 1,100 362 1,462 Depreciation period 5- 6 years 3 years Land Offices and buildings Vehicles Total USD in thousands Cost: Balance as of January 1, 2021 1,664 1,556 361 3,581 Additions and modifications during the year - 400 389 789 Translation differences 57 71 20 148 Balance as of December 31, 2021 1,721 2,027 770 4,518 Accumulated depreciation: Balance as of January 1, 2021 166 591 221 978 Depreciation 83 276 112 471 Translation differences 9 30 12 51 Balance as of December 31, 2021 258 897 345 1,500 Depreciated balance as of December 31, 2021 1,463 1,130 425 3,018 |
Schedule of Leases Liabilities | Land Offices and Buildings Vehicles Total USD in thousands Balance as of January 1, 2022 1,755 1,217 430 3,402 Additions (Note 8B) - 449 152 601 Derecognition of Rotem 1 lease (Note 8C) (1,668 ) - - (1,668 ) Interest expense - 58 11 69 Lease payments (64 ) (401 ) (182 ) (647 ) Translation differences (23 ) (127 ) (42 ) (192 ) Balance as of December 31, 2022 - 1,196 369 1,565 Current maturities of lease obligations - 405 201 606 Long-term lease obligations - 791 168 959 Balance as of December 31, 2022 - 1,196 369 1,565 Balance as of January 1, 2021 1,704 1,022 147 2,873 Additions - 400 389 789 Interest expense 62 110 7 179 Lease payments (67 ) (358 ) (121 ) (546 ) Translation differences 56 43 8 107 Balance as of December 31, 2021 1,755 1,217 430 3,402 Current maturities of lease obligations 337 433 184 954 Long-term lease obligations 1,418 784 246 2,448 Balance as of December 31, 2021 1,755 1,217 430 3,402 |
Other Payables (Tables)
Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other payables [Abstract] | |
Schedule of Other Payables | December 31 2022 2021 USD in thousands Employees and employee institutions 806 871 Expenses payable 305 620 Other liabilities 3 91 1,114 1,582 |
Loans and Royalty Obligations (
Loans and Royalty Obligations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of loans from banks and royalty obligations [Abstract] | |
Schedule of Royalty Liabilities | Royalty liabilities are comprised as follows: December 31 2022 2021 USD in thousands In respect of Israeli government grants 1,307 1,368 Relating to NYPA Project (including Bird foundation) 776 909 In respect of EIB finance agreement (see A above) 320 - Total royalty liabilities 2,403 2,277 Less – amounts presented as current maturities (260 ) (41 ) Non-current royalty liabilities 2,143 2,236 |
Schedule of Fair Values (Level 2 In The Hierarchy), Were Calculated According to the Black and Scholes | The above fair values (level 2 in the hierarchy), were calculated according to the Black and Scholes formula and is based on the following assumptions: December 31, 2022 2021 2020 Standard deviation* 54 % 71 % 91 % Risk free interest 3.25 % 0 % 0 % Expected dividend 0 % 0 % 0 % Exercise period 0.5 years 1.5 years 2.5 years Actual Share price (in dollars, unadjusted) 1.4 3.0 5.9 * The degree of volatility is based on the historical volatility of the Company’s share for the corresponding periods over the expected life of the option up to the date of exercise. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disclosure of Financial Risk Management [Abstract] | ||
Schedule of Undiscounted Contractual Cash Flows | The table below presents an analysis of the Group’s non-derivative financial liabilities classified into relevant maturity groups, according to the period remaining to the date of their contractual maturity as of December 31, 2022 and 2021. The amounts shown in the table are undiscounted contractual cash flows: Less than 1 year Between 1 -2 years Between Over 5 years USD in thousands BALANCE AS OF DECEMBER 31, 2022: Trade and other payables 1,267 - - - EIB loan 213 213 3,412 1,493 Lease liabilities 606 573 465 - Liability for royalties* 260 281 2,025 7,537 2,346 1,067 5,902 9,030 BALANCE AS OF DECEMBER 31, 2021: Credit and bank loans 5 - - - Trade and other payables 1,755 - - - Lease liabilities 954 768 1,469 1,448 Liability for royalties* 41 343 2,763 3,068 2,755 1,111 4,232 4,516 * Estimated timing and amounts, based on management revenue projections (see Note 3A). | |
Schedule of Changes in Main Financial Liabilities in Respect of Which Cash Flows are Classified as Cash Flows from Financing Activities | Changes in main financial liabilities in respect of which cash flows are classified as cash flows from financing activities: Bank loans Related Party loan Liability for share options EIB loan Liability for royalties Lease liabilities USD in thousands Balance as of January 1, 2021 21 964 1,263 - 2,204 2,873 Changes during 2021: Cash flows received - - - - 24 - Cash flows paid (16 ) (949 ) - - (12 ) (546 ) Amounts carried to profit or loss - - (1,053 ) - (13 ) 179 Changes in leases - - - - - 789 Translation differences - (15 ) 3 - 75 107 Balance as of December 31, 2021 5 - 213 - 2,278 3,402 Changes during 2022: Cash flows received - - - 3,726 314 - Cash flows paid (5 ) - - - (85 ) (647 ) Amounts carried to profit or loss - - (197 ) 330 175 (136 ) Changes in leases - - - - - (862 ) Translation differences - - (16 ) (91 ) (279 ) (192 ) Balance as of December 31, 2022 - - - 3,965 2,403 1,565 | |
Schedule of Exchange Rates | The exchange rates of the USD and the changes therein during the reporting periods, are as follows: Six months ended 2023 2022 1 USD = Exchange rate at June 30, NIS 3.70 3.50 NIS Increase during the period 5.1 % 12.5 % | The exchange rates of the USD and the changes therein during the reporting periods, are as follows: 2022 2021 1 Euro = 1 USD = Exchange rate at December 31, NIS 3.753 NIS 3.519 3.110 NIS Increase (decrease) during the year 6.9 % 13.2 % (3.3 )% |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Share Capital | Changes during 2021 and 2022 are as follows: Number of shares 2022 2021 2020 Issued and paid Ordinary Shares of NIS 0.02 Outstanding shares at the beginning of the year 13,706,328 11,119,303 7,711,666 Shares issued in public offering and private placements during the year 1,517,655 2,585,025 2,509,689 Share issued for warrants exercised during the year - - 12,375 Share issued for share options exercised during the year - 2,000 51,000 Conversion of convertible loans during the year - - 834,573 Outstanding shares at the end of the year 15,223,983 13,706,328 11,119,303 Authorized 50,000,000 50,000,000 50,000,000 |
Schedule of Share Options Granted Subsequent | Information on the awards outstanding and the related weighted average exercise price as of and for the years ended December 31, 2022, 2021 Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 Relating to options: Number of potential Ordinary shares Exercise price range* Number of potential ordinary shares Exercise price range* Number of potential ordinary shares Exercise price range* Outstanding at beginning of the year 739,514 NIS 23.4; USD 10.0 438,250 NIS 26; USD 10.0 323,600 USD 10.0 Granted 749,798 NIS 13.78 - NIS 80 342,264 NIS 14.18 – 23.4 230,750 NIS 26.0 Exercised** - - (2,000 ) USD 10.0 (43,000 ) USD 10.0 Forfeited (42,500 ) NIS 13.78 – NIS 19.4 (29,500 ) NIS 26; USD 10.0 (3,000 ) USD 10.0 Expired - - (9,500 ) NIS 26; USD 10.0 (70,100 ) USD 10.0 Outstanding at end of the year 1,446,812 NIS 13.78 – NIS 80 739,514 NIS 14.18; USD 10.0 438,250 NIS 26; USD 10 Exercisable at end of the year 486,874 NIS 14.18; USD 10.0 282,861 NIS 23.4; USD 10.0 175,800 USD 10.0 * Per 1 Ordinary Share of NIS 0.02 par value. Exercise price is quoted in denominated currency, see relevant exchange rates in Note 13C. ** Average share price for options exercised in 2021 – USD 9 . 12 . |
Schedule of Stock-Based Awards Outstanding | The following table summarizes information about stock-based awards outstanding at December 31, 2022 2021 and 2020 Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 Exercise price range Number of potential Ordinary shares Weighted average remaining contractual life (years) Number of potential ordinary shares Weighted average remaining contractual life (years) Number of potential ordinary shares Weighted average remaining contractual life (years) NIS 13.78 – NIS 19.4 677,346 7.3 270,048 9.1 - - NIS 23.4 – NIS 26.0 274,466 2.8 274,466 3.8 230,750 4.5 USD 10 195,000 2.2 195,000 3.2 207,500 4.3 NIS 40; NIS 60; NIS 80 300,000 9.2 - - - - NIS 13.78 – NIS 80 1,446,812 6.1 739,514 5.6 438,250 4.4 |
Costs and Expenses (Tables)
Costs and Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Costs and Expenses [Abstract] | |
Schedule of Costs and Expenses | COST OF REVENUES: Year ended December 31, 2022 2021 2020 USD in thousands Salary and related expenses - 1,163 79 Consultants and subcontractors 247 881 1 Expenditure on materials (including inventory impairment loss) 2 792 1 Depreciation and other - 259 29 Maintenance - 93 12 249 3,188 122 Operating costs not attributed to projects (mainly salary and related expenses) * 1,686 863 - 1,935 4,051 122 Onerous contract provision included in costs 8 215 63 * Costs and expenses relating to periods in which the plant did not operate in full capacity. Year ended December 31, 2022 2021 2020 USD in thousands Salary and related expenses 2,609 2,529 1,747 Consultants and subcontractors 441 998 632 Expenditure on materials 1,020 738 1,111 Depreciation and other 615 534 314 Office maintenance 208 167 137 4,893 4,966 3,941 Less: Government Grants, see Note 3A (275 ) (1,266 ) (1,734 ) Add: royalty liability recognized for government grants (Note 12B) - - 1,706 4,618 3,700 3,913 Year ended December 31, 2022 2021 2020 USD in thousands Salary and related expenses 954 521 190 Office maintenance 15 27 28 Project Promotion 84 45 82 Consultants 38 90 22 Other 131 64 74 1,222 747 396 Less: Government grants, Note 3A. - - (26 ) 1,222 747 370 Year ended December 31, 2022 2021 2020 USD in thousands Salary and related expenses 2,302 1,070 557 Office maintenance 93 77 66 Consultants and insurance 1,660 1,104 548 Depreciation and other 410 335 295 4,465 2,586 1,466 Year ended December 31, 2022 2021 2020 USD in thousands Share in loss of joint venture (Note 4) 30 - - Write down of production line (Note 8B) 704 314 - Other 3 (19 ) 143 737 295 143 |
Financial Income and Expenses_2
Financial Income and Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Finance Income and expenses [Abstract] | |
Schedule of Financial Income | Financial income Year ended December 31 2022 2021 2020 USD in thousands Interest income 51 3 - Fair value adjustment of share option’s liability – Note 12C. 197 1,053 - Debt arrangement gain – see Note 12C. - - 915 Exchange rate differences, Net 671 17 48 919 1,073 963 |
Schedule of Financial Expenses | Financial expenses Year ended December 31 2022 2021 2020 USD in thousands Interest and fees to banks 17 82 120 Notional interest and linkage in respect of shareholder’s loan - 8 55 Interest on EIB loan 92 - - Interest on lease liabilities 69 179 104 Exchange rate differences - 75 12 Fair value adjustment of share option’s liability – Note 12C. - - 730 Interest on convertible loans - - 93 Adjustment of royalties’ obligation 180 11 - 358 355 1,114 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Loss Per Share [Abstract] | |
Schedule of Basic Loss Per Share | Basic Loss Per Share: Year ended December 31 2022 2021 2020 Loss attributed to the shareholders of the Company (USD in thousands) (11,067 ) (10,348 ) (9,481 ) Weighted average number of ordinary shares outstanding 14,627,761 11,934,472 7,950,325 Basic loss per share (USD) (0.76 ) (0.87 ) (1.19 ) |
Schedule of Diluted Loss Per Share | Diluted Loss Per Share: Year ended December 31 2022 2021 2020 Loss attributed to the shareholders of the Company (USD in thousands), as above (11,067 ) (10,348 ) (9,481 ) Financial expenses relating to fair value adjustment of warrants* - (1,053 ) - (11,067 ) (11,401 ) (9,481 ) Weighted average number of ordinary shares outstanding, as above 14,627,761 11,934,472 7,950,325 Potential shares from exercise of warrants* - 185,000 - 14,627,761 12,119,472 7,952,325 Fully diluted loss per share (USD) (0.76 ) (0.94 ) (1.19 ) * In 2022 and 2020, all share options and warrants had anti-dilutive effect and therefore the diluted loss per share data for 2022 and 2020 is the same as the basic loss per share data. For 2021, except for the warrants that are classified as a liability, all other share options and warrants have anti-dilutive effect. |
Transactions with Related Par_2
Transactions with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Transactions Between Related Parties [Abstract] | |
Schedule of Transactions With Related Parties | Transactions with related parties: For the year ended December 31 2022 2021 2020 USD in thousands Salary and related expenses to related parties employed in the Group (see B. below) – in respect of 3 persons* 1,390 682 485 Notional interest and linkage for shareholder’s loan** - 8 55 Remuneration of directors - for four directors * 152 57 45 |
Schedule of Balances with Related Parties | Balances with related parties: December 31 2022 2021 USD in thousands Other payables - Employees and Institutions 282 * 310 Payables - expenses payable for directors’ remuneration 28 15 |
Cost of Revenues (Tables)
Cost of Revenues (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Cost of Revenues [Abstract] | |
Schedule of Cost of Revenues | Six months ended 2023 2022 USD in thousands Salary and related expenses 392 - Consultants and subcontractors 112 5 Operating costs not attributed to projects (mainly salary and related expenses) 628 878 1,132 883 |
Research, Development and Eng_2
Research, Development and Engineering Expenses, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Research, Development and Engineering Expenses, Net [Abstract] | |
Schedule of Research, Development and Engineering Expenses, Net | RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES, NET: Six months ended 2023 2022 USD in thousands Total research, development and engineering expenses 1,758 2,730 Less – grants (94 ) (263 ) 1,664 2,467 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
General and Administrative Expenses [Abstract] | |
Schedule of General and Administrative Expenses | GENERAL AND ADMINISTRATIVE EXPENSES: Six months ended 2023 2022 USD in thousands Salary and related expenses 1,279 1,051 Consultants and insurance 903 1,018 Depreciation and other 162 214 Office maintenance 54 45 2,398 2,328 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) ₪ in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2023 ILS (₪) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Significant Accounting Policies (Details) [Line Items] | ||||
Expense recognized to contributions | $ 46 | ₪ 165 | $ 586 | $ 533 |
Bottom of range [member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Lease agreements | 3 years | |||
Top of range [member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Lease agreements | 5 years |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of the Useful Life, Measured as Period of Time, Used for Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Plant [Member] | Bottom of Range [member] | |
Significant Accounting Policies (Details) - Schedule of the Useful Life, Measured as Period of Time, Used for Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Plant [Member] | Top of Range [member] | |
Significant Accounting Policies (Details) - Schedule of the Useful Life, Measured as Period of Time, Used for Property, Plant and Equipment [Line Items] | |
Estimated useful life | 14 years |
Computers and Equipment [Member] | |
Significant Accounting Policies (Details) - Schedule of the Useful Life, Measured as Period of Time, Used for Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Leasehold Improvements [Member] | Bottom of Range [member] | |
Significant Accounting Policies (Details) - Schedule of the Useful Life, Measured as Period of Time, Used for Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Leasehold Improvements [Member] | Top of Range [member] | |
Significant Accounting Policies (Details) - Schedule of the Useful Life, Measured as Period of Time, Used for Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Furniture and Equipment [Member] | Bottom of Range [member] | |
Significant Accounting Policies (Details) - Schedule of the Useful Life, Measured as Period of Time, Used for Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Furniture and Equipment [Member] | Top of Range [member] | |
Significant Accounting Policies (Details) - Schedule of the Useful Life, Measured as Period of Time, Used for Property, Plant and Equipment [Line Items] | |
Estimated useful life | 16 years |
Vehicles [Member] | |
Significant Accounting Policies (Details) - Schedule of the Useful Life, Measured as Period of Time, Used for Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Critical Accounting Estimates_2
Critical Accounting Estimates and Judgements (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of Accounting Judgements and Estimates Text Block [Abstract] | ||
Government grants description | The total grants received by the Company from Israeli government authorities, Bird Foundation and NYPA (see Note 12B), for which there may be an obligation to pay royalties, amounted to USD 4.4 million. As stated in Note 2G, the Company’s management must examine whether there is reasonable assurance that the grants received will not be refunded.The financial statements include liabilities in respect of government grants received (as above), and for the credit received from EIB, as estimated by management, in relation to the Company’s expected revenues. The total royalty liabilities in respect of the grants received, based on the discounted estimated royalties, amount as of December 31, 2022 and 2021 to approximately USD 2.4 million and USD 2.3 million, respectively. | |
Discount rate | 15.52% | 12.50% |
Investee Companies (Details)
Investee Companies (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Investee Companies [Abstract] | |
Ownership percentage | 45% |
Investee Companies (Details) -
Investee Companies (Details) - Schedule of Investee Companies by Percentage of Ownership, Country of Incorporation and Status | 12 Months Ended | |
Dec. 31, 2022 | ||
Brenmiller Energy NL B.V. [Member] | ||
Investee Companies (Details) - Schedule of Investee Companies by Percentage of Ownership, Country of Incorporation and Status [Line Items] | ||
Ownership percentage | 100% | |
Country of incorporation | The Netherlands | |
Status | Established on April 26, 2022; in early stages of operations | |
Brenmiller Energy (Rotem) Ltd. [Member] | ||
Investee Companies (Details) - Schedule of Investee Companies by Percentage of Ownership, Country of Incorporation and Status [Line Items] | ||
Ownership percentage | 100% | |
Country of incorporation | Israel | |
Status | Ceased operations in 2022 (Note 8C) | |
Hybrid Bio-Sol 10 Ltd. [Member] | ||
Investee Companies (Details) - Schedule of Investee Companies by Percentage of Ownership, Country of Incorporation and Status [Line Items] | ||
Ownership percentage | 100% | |
Country of incorporation | Israel | |
Status | Not yet commenced operations | |
Brenmiller Energy U.S. Inc. [Member] | ||
Investee Companies (Details) - Schedule of Investee Companies by Percentage of Ownership, Country of Incorporation and Status [Line Items] | ||
Ownership percentage | 100% | |
Country of incorporation | United States | |
Status | Inactive | |
Rani Zim Sustainable Energy Ltd. [Member] | ||
Investee Companies (Details) - Schedule of Investee Companies by Percentage of Ownership, Country of Incorporation and Status [Line Items] | ||
Ownership percentage | 45% | [1] |
Country of incorporation | Israel | [1] |
Status | Inactive | [1] |
[1] On December 21, 2021, the Company, Rani Zim (a shareholder), a Company owned by one of the Company’s directors and an unrelated party, signed an agreement for the establishment of a new company (incorporated on January 4, 2022), of which the Company and Rani Zim each hold 45% of its shares. The new company was formed as a joint venture that is jointly controlled by the above two main shareholders (“the JV”), and was intended to engage in promoting and marketing energy solutions in the Israeli market. In April 2022, the parties have agreed to put the operations of the JV on hold until further notice. |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) € in Thousands | Dec. 31, 2022 EUR (€) |
Cash and Cash Equivalents [Abstract] | |
Cash | € 350 |
Cash and Cash Equivalents (De_2
Cash and Cash Equivalents (Details) - Schedule of Cash and Cash Equivalents - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Cash And Cash Equivalents Abstract | |||
Cash at bank | $ 6,394 | $ 7,657 | |
Short-term bank deposits | 114 | 623 | |
Total cash and cash equivalent | [1] | 6,508 | 8,280 |
Less – amount classified as non-current | [2] | (373) | |
Presented as current | 6,135 | 8,280 | |
Denominated in foreign currency | $ 6,194 | $ 7,547 | |
[1] Denominated in foreign currency Due to commitment to EIB to maintain a cash balance of Euro 350 thousand at all times. See Note 12A. |
Receivables (Details) - Schedul
Receivables (Details) - Schedule of Trade Receivables | Dec. 31, 2022 | Dec. 31, 2021 |
Customer A [Member] | South America [Member] | ||
Receivables (Details) - Schedule of Trade Receivables [Line Items] | ||
Trade receivables | 100% | 60% |
Customer B [Member] | Europe [Member] | ||
Receivables (Details) - Schedule of Trade Receivables [Line Items] | ||
Trade receivables | 40% |
Receivables (Details) - Sched_2
Receivables (Details) - Schedule of Other Receivables - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of other receivables [Abstract] | ||
Institutions | $ 378 | $ 212 |
Grants receivable (see Note 2G) | 204 | |
Others | 206 | 137 |
Total other receivables | $ 584 | $ 553 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Inventories [Abstract] | ||
Reduce that was recognized as a loss during the periods | $ 2 | $ 114 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of inventory - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Inventory Abstract | |||
Work in progress | [1] | $ 871 | |
Raw materials | [2] | 64 | 95 |
Total | $ 935 | $ 95 | |
[1] Work in progress is in connection with two commenced projects to supply systems to European companies. No revenue has been recognized to date with respect to these projects. As of December 31,2022 and 2021, the Company reduced its raw materials inventory to its net realizable value and recognized a loss of USD 2 thousand and USD 114 thousand, for the years 2022 and 2021, respectively |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Right of use asset and lease liability | $ 449 | |
Write down of production line | 704 | |
Total amount of capital borrowing costs | 20 | |
Total amount of facility under construction | 599 | |
Firm commitment costs | 2,124 | |
Advance of firm commitments | $ 685 | |
Generating electricity to be sold | 20 years | |
Impairment loss | $ 2,973 | |
Write-down loss | $ 360 | |
Vacating expenses | 16 | |
Lease termination gain | $ 205 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of Composition of Assets and Accumulated Depreciation - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cost: | ||
Balance | $ 3,214 | $ 3,287 |
Additions | 747 | 240 |
Disposals | (1,083) | (414) |
Translation differences | (388) | 101 |
Balance | 2,490 | 3,214 |
Accumulated depreciation: | ||
Balance | 1,631 | 1,431 |
Additions | 239 | 250 |
Disposals | (379) | (103) |
Translation differences | (194) | 53 |
Balance | 1,297 | 1,631 |
Depreciated balance | 1,193 | 1,583 |
Plant [Member] | ||
Cost: | ||
Balance | 1,678 | 1,850 |
Additions | 708 | 193 |
Disposals | (1,083) | (414) |
Translation differences | (206) | 49 |
Balance | 1,097 | 1,678 |
Accumulated depreciation: | ||
Balance | 367 | 288 |
Additions | 153 | 171 |
Disposals | (379) | (103) |
Translation differences | (42) | 11 |
Balance | 99 | 367 |
Depreciated balance | 998 | 1,311 |
Computers and equipment [Member] | ||
Cost: | ||
Balance | 681 | 626 |
Additions | 35 | 32 |
Disposals | ||
Translation differences | (81) | 23 |
Balance | 635 | 681 |
Accumulated depreciation: | ||
Balance | 641 | 602 |
Additions | 25 | 19 |
Disposals | ||
Translation differences | (76) | 20 |
Balance | 590 | 641 |
Depreciated balance | 45 | 40 |
Leasehold improvement [Member] | ||
Cost: | ||
Balance | 519 | 501 |
Additions | ||
Disposals | ||
Translation differences | (61) | 18 |
Balance | 458 | 519 |
Accumulated depreciation: | ||
Balance | 417 | 376 |
Additions | 27 | 26 |
Disposals | ||
Translation differences | (50) | 15 |
Balance | 394 | 417 |
Depreciated balance | 64 | 102 |
Office Furniture and equipment [Member] | ||
Cost: | ||
Balance | 164 | 158 |
Additions | 4 | 1 |
Disposals | ||
Translation differences | (20) | 5 |
Balance | 148 | 164 |
Accumulated depreciation: | ||
Balance | 95 | 82 |
Additions | 10 | 10 |
Disposals | ||
Translation differences | (11) | 3 |
Balance | 94 | 95 |
Depreciated balance | 54 | 69 |
Vehicles [Member] | ||
Cost: | ||
Balance | 172 | 152 |
Additions | 14 | |
Disposals | ||
Translation differences | (20) | 6 |
Balance | 152 | 172 |
Accumulated depreciation: | ||
Balance | 111 | 83 |
Additions | 24 | 24 |
Disposals | ||
Translation differences | (15) | 4 |
Balance | 120 | 111 |
Depreciated balance | $ 32 | $ 61 |
Right-Of-Use Assets and Lease_3
Right-Of-Use Assets and Lease Liabilities (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jul. 15, 2015 | Mar. 09, 2014 USD ($) | Mar. 09, 2014 ILS (₪) | Feb. 29, 2020 | Dec. 31, 2022 USD ($) | Dec. 31, 2022 ILS (₪) | Dec. 31, 2021 USD ($) | |
Right-Of-Use Assets and Lease Liabilities (Details) [Line Items] | |||||||
Lease agreement, term | 5 years | ||||||
Additional lease agreement term | 10 years | 10 years | 5 years | ||||
Lease option exercised term | 10 years | 10 years | 5 years | ||||
Lease unpaid debt | $ 125 | ₪ 441 | |||||
Recognized termination gain | $ 205 | ₪ 695 | |||||
Additional liability (in Dollars) | $ 601 | $ 789 | |||||
Leased period | 2 years | 2 years | 3 years | ||||
Buildings [member] | |||||||
Right-Of-Use Assets and Lease Liabilities (Details) [Line Items] | |||||||
Additional liability (in Dollars) | $ 449 | $ 400 |
Right-Of-Use Assets and Lease_4
Right-Of-Use Assets and Lease Liabilities (Details) - Schedule of Right of Use Assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cost: | ||
Balance | $ 4,518 | $ 3,581 |
Additions and modifications during the year | 601 | 789 |
Derecognition of Rotem 1 lease (note 8C) | (1,721) | |
Translation differences | (328) | 148 |
Balance | 3,070 | 4,518 |
Accumulated depreciation: | ||
Balance | 1,500 | 978 |
Depreciation | 535 | 471 |
Derecognition of Rotem 1 lease (note 8C) | (258) | |
Translation differences | (169) | 51 |
Balance | 1,608 | 1,500 |
Depreciated balance | 1,462 | 3,018 |
Land [member] | ||
Cost: | ||
Balance | 1,721 | 1,664 |
Additions and modifications during the year | ||
Derecognition of Rotem 1 lease (note 8C) | (1,721) | |
Translation differences | 57 | |
Balance | 1,721 | |
Accumulated depreciation: | ||
Balance | 258 | 166 |
Depreciation | 83 | |
Derecognition of Rotem 1 lease (note 8C) | (258) | |
Translation differences | 9 | |
Balance | 258 | |
Depreciated balance | 1,463 | |
Offices and buildings [Member] | ||
Cost: | ||
Balance | 2,027 | 1,556 |
Additions and modifications during the year | 449 | 400 |
Derecognition of Rotem 1 lease (note 8C) | ||
Translation differences | (238) | 71 |
Balance | 2,238 | 2,027 |
Accumulated depreciation: | ||
Balance | 897 | 591 |
Depreciation | 361 | 276 |
Derecognition of Rotem 1 lease (note 8C) | ||
Translation differences | (120) | 30 |
Balance | 1,138 | 897 |
Depreciated balance | $ 1,100 | 1,130 |
Offices and buildings [Member] | Bottom of range [member] | ||
Accumulated depreciation: | ||
Depreciation period | 5 years | |
Offices and buildings [Member] | Top of range [member] | ||
Accumulated depreciation: | ||
Depreciation period | 6 years | |
Vehicles [Member] | ||
Cost: | ||
Balance | $ 770 | 361 |
Additions and modifications during the year | 152 | 389 |
Derecognition of Rotem 1 lease (note 8C) | ||
Translation differences | (90) | 20 |
Balance | 832 | 770 |
Accumulated depreciation: | ||
Balance | 345 | 221 |
Depreciation | 174 | 112 |
Derecognition of Rotem 1 lease (note 8C) | ||
Translation differences | (49) | 12 |
Balance | 470 | 345 |
Depreciated balance | $ 362 | $ 425 |
Depreciation period | 3 years |
Right-Of-Use Assets and Lease_5
Right-Of-Use Assets and Lease Liabilities (Details) - Schedule of Leases Liabilities - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Right-Of-Use Assets and Lease Liabilities (Details) - Schedule of Leases Liabilities [Line Items] | |||
Balance as of beginning | $ 3,402 | $ 2,873 | |
Additions | 601 | 789 | |
Derecognition of Rotem 1 lease (Note 8C) | (1,668) | ||
Interest expense | 69 | 179 | $ 104 |
Lease payments | (647) | (546) | |
Translation differences | (192) | 107 | |
Balance as of ending | 1,565 | 3,402 | 2,873 |
Current maturities of lease obligations | 606 | 954 | |
Long-term lease obligations | 959 | 2,448 | |
Balance as of ending | 1,565 | 3,402 | |
Land [member] | |||
Right-Of-Use Assets and Lease Liabilities (Details) - Schedule of Leases Liabilities [Line Items] | |||
Balance as of beginning | 1,755 | 1,704 | |
Additions | |||
Derecognition of Rotem 1 lease (Note 8C) | (1,668) | ||
Interest expense | 62 | ||
Lease payments | (64) | (67) | |
Translation differences | (23) | 56 | |
Balance as of ending | 1,755 | 1,704 | |
Current maturities of lease obligations | 337 | ||
Long-term lease obligations | 1,418 | ||
Balance as of ending | 1,755 | ||
Offices and buildings [Member] | |||
Right-Of-Use Assets and Lease Liabilities (Details) - Schedule of Leases Liabilities [Line Items] | |||
Balance as of beginning | 1,217 | 1,022 | |
Additions | 449 | 400 | |
Derecognition of Rotem 1 lease (Note 8C) | |||
Interest expense | 58 | 110 | |
Lease payments | (401) | (358) | |
Translation differences | (127) | 43 | |
Balance as of ending | 1,196 | 1,217 | 1,022 |
Current maturities of lease obligations | 405 | 433 | |
Long-term lease obligations | 791 | 784 | |
Balance as of ending | 1,196 | 1,217 | |
Vehicles [member] | |||
Right-Of-Use Assets and Lease Liabilities (Details) - Schedule of Leases Liabilities [Line Items] | |||
Balance as of beginning | 430 | 147 | |
Additions | 152 | 389 | |
Derecognition of Rotem 1 lease (Note 8C) | |||
Interest expense | 11 | 7 | |
Lease payments | (182) | (121) | |
Translation differences | (42) | 8 | |
Balance as of ending | 369 | 430 | $ 147 |
Current maturities of lease obligations | 201 | 184 | |
Long-term lease obligations | 168 | 246 | |
Balance as of ending | $ 369 | $ 430 |
Taxes on Income (Details)
Taxes on Income (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Taxes on Income [Abstract] | |
Corporate tax rate | 23% |
Losses carried forward in amount | $ 65 |
Other Payables (Details) - Sche
Other Payables (Details) - Schedule of Other Payables - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other payables [Abstract] | ||
Employees and employee institutions | $ 806 | $ 871 |
Expenses payable | 305 | 620 |
Other liabilities | 3 | 91 |
Total | $ 1,114 | $ 1,582 |
Loans and Royalty Obligations_2
Loans and Royalty Obligations (Details) € in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2022 EUR (€) | Jul. 20, 2020 USD ($) ₪ / shares shares | Mar. 09, 2014 | Oct. 31, 2021 shares | Jul. 31, 2021 ₪ / shares shares | Jul. 20, 2020 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 ₪ / shares | |
Loans and Royalty Obligations (Details) [Line Items] | |||||||||||
Financing amount (in Euro) | € | € 7,500 | ||||||||||
Period of drawing loans | 6 years | 6 years | |||||||||
Royalties to EIB rate | 2% | 2% | |||||||||
Additional payment percentage | 100% | 100% | |||||||||
Loan liability | 6.84% | 6.84% | |||||||||
Royalty liability percentage | 15.52% | 15.52% | |||||||||
Aggregate contribution percentage | 100% | 100% | |||||||||
Cumulative revenue period | 12 months | 12 months | |||||||||
Disbursement amount (in Euro) | € | € 4,000 | ||||||||||
Cash and cash equivalents (in Euro) | € | € 350 | ||||||||||
Received grants cummulative amount | $ 4,200 | ||||||||||
The ceiling of the royalties obligation | $ 3,300 | ||||||||||
Royalty ceiling increased | 120% | 120% | |||||||||
The amount received and no royalties will be paid | $ 800 | ||||||||||
Royalties liability | 2,500 | ||||||||||
Cumulative amount | $ 700 | ||||||||||
Royalties percentage | 3% | 3% | |||||||||
Cumulative amount | $ 56 | ||||||||||
Obligated to pay royalities | 3% | 3% | |||||||||
Agreement period | 10 years | 5 years | |||||||||
The amount of grants received | $ 1,000 | ||||||||||
Annual royalties percentage | 5% | 5% | |||||||||
The amount of royalty obligation | $ 1,148 | ||||||||||
Royalties from gross sales | 3.50% | 3.50% | |||||||||
Total nominal accounts | $ 699 | ||||||||||
Cash paid | $ 1,520 | $ 1,520 | 275 | ||||||||
Deposits | $ 109 | $ 109 | |||||||||
Non-marketable share options | (in Shares) | shares | 486,500 | 370,000 | |||||||||
Ordinary shares exercised (in Shares) | shares | 185,000 | 18,054 | |||||||||
Ordinary shares (in New Shekels per share) | ₪ / shares | $ 0.02 | ||||||||||
The total value of warrants that the company issued to the bank | $ 494 | ||||||||||
Financial income | $ 900 | ||||||||||
Exercise price (in New Shekels per share) | ₪ / shares | ₪ 0.6 | ||||||||||
Exercisable term | 3 years | 3 years | |||||||||
Fair value bank options | $ 213 | 1,263 | |||||||||
Fair value adjustment | $ 197 | $ 1,053 | $ 730 | ||||||||
Minimum [Member] | |||||||||||
Loans and Royalty Obligations (Details) [Line Items] | |||||||||||
Royalties rate | 3% | 3% | |||||||||
Royalties rate | 5% | 5% | |||||||||
Maximum [Member] | |||||||||||
Loans and Royalty Obligations (Details) [Line Items] | |||||||||||
Royalties rate | 5% | 5% | |||||||||
Maximum refund of the total amount of the grant | 150% | 150% | |||||||||
First tranche [Member] | |||||||||||
Loans and Royalty Obligations (Details) [Line Items] | |||||||||||
Financing agreement amount (in Euro) | € | € 4,000 | ||||||||||
Annual interest rate | 5% | 5% | |||||||||
Second tranche [Member] | |||||||||||
Loans and Royalty Obligations (Details) [Line Items] | |||||||||||
Financing agreement amount (in Euro) | € | € 3,500 | ||||||||||
Annual interest rate | 3% | 3% | |||||||||
NYPA Project [Member] | |||||||||||
Loans and Royalty Obligations (Details) [Line Items] | |||||||||||
Agreement period | 10 years | 10 years | |||||||||
Israel Innovation Authority [Member] | |||||||||||
Loans and Royalty Obligations (Details) [Line Items] | |||||||||||
The amount that have been received | $ 3,300 | ||||||||||
Royalties percentage | 5% | 5% | |||||||||
Warrant [Member] | |||||||||||
Loans and Royalty Obligations (Details) [Line Items] | |||||||||||
Exercise price (in New Shekels per share) | ₪ / shares | ₪ 30.7 |
Loans and Royalty Obligations_3
Loans and Royalty Obligations (Details) - Schedule of Royalty Liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Royalty Liabilities Abstract | ||
In respect of Israeli government grants | $ 1,307 | $ 1,368 |
Relating to NYPA Project (including Bird foundation) | 776 | 909 |
In respect of EIB finance agreement (see A above) | 320 | |
Total royalty liabilities | 2,403 | 2,277 |
Less – amounts presented as current maturities | (260) | (41) |
Non-current royalty liabilities | $ 2,143 | $ 2,236 |
Loans and Royalty Obligations_4
Loans and Royalty Obligations (Details) - Schedule of Fair Values (Level 2 In The Hierarchy), Were Calculated According to the Black and Scholes - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Fair Values Level2 In The Hierarchy Were Calculated According To The Black And Scholes Abstract | ||||
Standard deviation | [1] | 54% | 71% | 91% |
Risk free interest | 3.25% | 0% | 0% | |
Expected dividend | 0% | 0% | 0% | |
Exercise period | 6 months | 1 year 6 months | 2 years 6 months | |
Actual Share price (in dollars, unadjusted) (in Dollars per share) | $ 1.4 | $ 3 | $ 5.9 | |
[1]The degree of volatility is based on the historical volatility of the Company’s share for the corresponding periods over the expected life of the option up to the date of exercise. |
Financial Instruments (Details)
Financial Instruments (Details) € in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 EUR (€) | |
Financial Instruments (Details) [Line Items] | ||||
Royalty obligation | $ 1,423 | $ 1,605 | ||
Balance of euro liabilities (in Euro) | € | € 4,103 | |||
Exchange rate percentage | 5% | |||
Loss and accumulated deficit increase in exchange rate | $ 203 | |||
Foreign Currency Risk [Member] | ||||
Financial Instruments (Details) [Line Items] | ||||
Exchange rate percentage | 5% | |||
Loss and accumulated deficit increase in exchange rate | $ 37 | |||
EIB [Member] | ||||
Financial Instruments (Details) [Line Items] | ||||
Fair value of loan amount | $ 3,623 |
Financial Instruments (Detail_2
Financial Instruments (Details) - Schedule of Undiscounted Contractual Cash Flows - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Less than 1 year [Member] | |||
Financial Instruments (Details) - Schedule of Undiscounted Contractual Cash Flows [Line Items] | |||
Trade and other payables | $ 1,267 | $ 1,755 | |
EIB loan | 213 | ||
Lease liabilities | 606 | 954 | |
Liability for royalties | [1] | 260 | 41 |
Total | 2,346 | 2,755 | |
Credit and bank loans | 5 | ||
Between 1 -2 years [Member] | |||
Financial Instruments (Details) - Schedule of Undiscounted Contractual Cash Flows [Line Items] | |||
Trade and other payables | |||
EIB loan | 213 | ||
Lease liabilities | 573 | 768 | |
Liability for royalties | [1] | 281 | 343 |
Total | 1,067 | 1,111 | |
Credit and bank loans | |||
Between 2 – 5 years [Member] | |||
Financial Instruments (Details) - Schedule of Undiscounted Contractual Cash Flows [Line Items] | |||
Trade and other payables | |||
EIB loan | 3,412 | ||
Lease liabilities | 465 | 1,469 | |
Liability for royalties | [1] | 2,025 | 2,763 |
Total | 5,902 | 4,232 | |
Credit and bank loans | |||
Over 5 years [Member] | |||
Financial Instruments (Details) - Schedule of Undiscounted Contractual Cash Flows [Line Items] | |||
Trade and other payables | |||
EIB loan | 1,493 | ||
Lease liabilities | 1,448 | ||
Liability for royalties | [1] | 7,537 | 3,068 |
Total | $ 9,030 | 4,516 | |
Credit and bank loans | |||
[1]Estimated timing and amounts, based on management revenue projections (see Note 3A). |
Financial Instruments (Detail_3
Financial Instruments (Details) - Schedule of Changes in Main Financial Liabilities in Respect of Which Cash Flows are Classified as Cash Flows from Financing Activities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Bank loans [Member] | ||
Financial Instruments (Details) - Schedule of Changes in Main Financial Liabilities in Respect of Which Cash Flows are Classified as Cash Flows from Financing Activities [Line Items] | ||
Balance | $ 5 | $ 21 |
Changes during 2021: | ||
Cash flows received | ||
Cash flows paid | (5) | (16) |
Amounts carried to profit or loss | ||
Changes in leases | ||
Translation differences | ||
Balance | 5 | |
Related Party loan [Member] | ||
Financial Instruments (Details) - Schedule of Changes in Main Financial Liabilities in Respect of Which Cash Flows are Classified as Cash Flows from Financing Activities [Line Items] | ||
Balance | 964 | |
Changes during 2021: | ||
Cash flows received | ||
Cash flows paid | (949) | |
Amounts carried to profit or loss | ||
Changes in leases | ||
Translation differences | (15) | |
Balance | ||
Liability for share options [Member] | ||
Financial Instruments (Details) - Schedule of Changes in Main Financial Liabilities in Respect of Which Cash Flows are Classified as Cash Flows from Financing Activities [Line Items] | ||
Balance | 213 | 1,263 |
Changes during 2021: | ||
Cash flows received | ||
Cash flows paid | ||
Amounts carried to profit or loss | (197) | (1,053) |
Changes in leases | ||
Translation differences | (16) | 3 |
Balance | 213 | |
EIB loan [Member] | ||
Financial Instruments (Details) - Schedule of Changes in Main Financial Liabilities in Respect of Which Cash Flows are Classified as Cash Flows from Financing Activities [Line Items] | ||
Balance | ||
Changes during 2021: | ||
Cash flows received | 3,726 | |
Cash flows paid | ||
Amounts carried to profit or loss | 330 | |
Changes in leases | ||
Translation differences | (91) | |
Balance | 3,965 | |
Liability for royalties [Member] | ||
Financial Instruments (Details) - Schedule of Changes in Main Financial Liabilities in Respect of Which Cash Flows are Classified as Cash Flows from Financing Activities [Line Items] | ||
Balance | 2,278 | 2,204 |
Changes during 2021: | ||
Cash flows received | 314 | 24 |
Cash flows paid | (85) | (12) |
Amounts carried to profit or loss | 175 | (13) |
Changes in leases | ||
Translation differences | (279) | 75 |
Balance | 2,403 | 2,278 |
lease liabilities [Member] | ||
Financial Instruments (Details) - Schedule of Changes in Main Financial Liabilities in Respect of Which Cash Flows are Classified as Cash Flows from Financing Activities [Line Items] | ||
Balance | 3,402 | 2,873 |
Changes during 2021: | ||
Cash flows received | ||
Cash flows paid | (647) | (546) |
Amounts carried to profit or loss | (136) | 179 |
Changes in leases | (862) | 789 |
Translation differences | (192) | 107 |
Balance | $ 1,565 | $ 3,402 |
Financial Instruments (Detail_4
Financial Instruments (Details) - Schedule of Exchange Rates | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Euro [Member] | ||
Financial Instruments (Details) - Schedule of Exchange Rates [Line Items] | ||
Exchange rate at December 31, | NIS 3.753 | |
Decrease during the year | 6.90% | |
USD [Member] | ||
Financial Instruments (Details) - Schedule of Exchange Rates [Line Items] | ||
Exchange rate at December 31, | NIS 3.519 | 3.110 NIS |
Decrease during the year | 13.20% | (3.30%) |
Equity (Details)
Equity (Details) ₪ / shares in Units, $ / shares in Units, ₪ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||
May 24, 2022 USD ($) shares | Feb. 09, 2022 ₪ / shares shares | Feb. 18, 2021 USD ($) shares | Feb. 08, 2021 USD ($) | Aug. 02, 2020 USD ($) shares | Jul. 23, 2020 USD ($) | Jul. 20, 2020 USD ($) shares | Oct. 31, 2021 USD ($) ₪ / shares shares | Jul. 31, 2021 USD ($) shares | Nov. 16, 2020 USD ($) shares | Jul. 20, 2020 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 ILS (₪) shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2018 shares | Jun. 30, 2023 USD ($) | Jun. 09, 2023 ₪ / shares | Dec. 31, 2022 ₪ / shares | May 24, 2022 ₪ / shares | Feb. 20, 2022 ₪ / shares | Dec. 30, 2021 ₪ / shares shares | Oct. 31, 2021 ₪ / shares | Jul. 31, 2021 ₪ / shares shares | Feb. 18, 2021 ₪ / shares | Feb. 08, 2021 ₪ / shares shares | Aug. 02, 2020 ₪ / shares shares | Jul. 23, 2020 ₪ / shares shares | Jun. 14, 2020 USD ($) shares | Jun. 14, 2020 ₪ / shares | |
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||
Exercise price per ordinary shares | (per share) | ₪ 0.02 | $ 0.02 | ₪ 0.02 | ₪ 0.02 | ₪ 0.02 | ₪ 0.02 | ₪ 23.6 | ₪ 0.02 | ₪ 0.02 | ₪ 0.02 | ₪ 0.02 | ₪ 0.02 | |||||||||||||||||||
Share capital (in Dollars) | $ | $ 5,600,000 | $ 88,000 | $ 79,000 | $ 119,000 | $ 1,400,000 | ||||||||||||||||||||||||||
Ordinary shares issued | 416,665 | ||||||||||||||||||||||||||||||
Non marketable warrant | 499,998 | ||||||||||||||||||||||||||||||
Exercised ordinary share | 249,999 | ||||||||||||||||||||||||||||||
Warrants issuance term period | 4 years | ||||||||||||||||||||||||||||||
Issuance costs (in Dollars) | $ | $ 95,000 | $ 44,000 | $ 80,000 | ||||||||||||||||||||||||||||
Ordinary shares | 600,500 | 600,000 | 1,670,310 | 314,215 | 230,750 | 834,573 | |||||||||||||||||||||||||
Consideration amount (in Dollars) | $ | $ 3,000,000 | ||||||||||||||||||||||||||||||
Cumulative debt and interest (in Dollars) | $ | $ 1,700,000 | ||||||||||||||||||||||||||||||
Capital investments (in Dollars) | $ | $ 15,000,000 | ||||||||||||||||||||||||||||||
Aggregate amount (in Dollars) | $ | $ 7,500,000 | ||||||||||||||||||||||||||||||
Additional investments of capital (in Dollars) | $ | $ 7,500,000 | ||||||||||||||||||||||||||||||
Prefunded warrants to purchase ordinary shares | 152,655 | ||||||||||||||||||||||||||||||
Exercise price per share (in New Shekels per share) | (per share) | $ 1.78 | ₪ 6.13 | |||||||||||||||||||||||||||||
Issuance for a period | 5 years | ||||||||||||||||||||||||||||||
Cash consideration (in Dollars) | $ | $ 1,520,000 | $ 1,520,000 | $ 275,000 | ||||||||||||||||||||||||||||
Exercised ordinary shares | 53,596 | 53,596 | |||||||||||||||||||||||||||||
Stock issuance costs (in Dollars) | $ | $ 592,000 | ||||||||||||||||||||||||||||||
Options granted (in Dollars) | $ | $ 275,000 | ||||||||||||||||||||||||||||||
Warrants that was exercise to ordinary shares | 24,315 | ||||||||||||||||||||||||||||||
Warrants exercised price total value (in Dollars) | $ | $ 120,000 | ||||||||||||||||||||||||||||||
Gross proceeds (in Dollars) | $ | $ 740,000 | ||||||||||||||||||||||||||||||
Description of warrant exercise | Every two options (Series 3) are exercisable for NIS 70, to 1 Ordinary Share of NIS 0.02 par value of the Company for a period of three years. | ||||||||||||||||||||||||||||||
Share options | 461,500 | ||||||||||||||||||||||||||||||
Estimated value of options (in Dollars) | $ | $ 664,000 | ||||||||||||||||||||||||||||||
Expected dividend percent | 0% | ||||||||||||||||||||||||||||||
Percentage of standard deviation | 76% | 75% | 75% | ||||||||||||||||||||||||||||
Expected life of options | 2 years 6 months | 6 years | 6 years | ||||||||||||||||||||||||||||
Non-marketable share options | 486,500 | 370,000 | |||||||||||||||||||||||||||||
Share options issued | 36,108 | ||||||||||||||||||||||||||||||
Ordinary shares exercised | 185,000 | 18,054 | |||||||||||||||||||||||||||||
Exercise price per share | shares (in New Shekels per share) | ₪ / shares | 0.6 | ||||||||||||||||||||||||||||||
Shares options | 25,000 | 54,162 | |||||||||||||||||||||||||||||
Ordinary shares par value (in Dollars) | $ | $ 0.02 | ||||||||||||||||||||||||||||||
Options value (in Dollars) | $ | $ 247,000 | ||||||||||||||||||||||||||||||
Expected dividend percentage | 0% | 0% | 0% | ||||||||||||||||||||||||||||
Cashless exercise per share (in New Shekels per share) | ₪ / shares | $ 19.4 | ||||||||||||||||||||||||||||||
Description of options granted | The options were valued at USD 1,056 thousand (of which the officers’ options amount to USD 313 thousand), according to the Black and Scholes formula, based on the following assumptions: share price of NIS 9.81 (adjusted to reflect a transaction occurred immediately after the grant), expected dividend 0%, standard deviation 76%, risk-free interest of 0.1% and expected life to exercise of 6 to 10 years. | The options were valued at USD 1,056 thousand (of which the officers’ options amount to USD 313 thousand), according to the Black and Scholes formula, based on the following assumptions: share price of NIS 9.81 (adjusted to reflect a transaction occurred immediately after the grant), expected dividend 0%, standard deviation 76%, risk-free interest of 0.1% and expected life to exercise of 6 to 10 years. | |||||||||||||||||||||||||||||
Shares options | 25,000 | ||||||||||||||||||||||||||||||
Cashless exercise per share (in New Shekels per share) | ₪ / shares | ₪ 19.4 | ||||||||||||||||||||||||||||||
Estimated value | $ 87,000 | ₪ 282 | |||||||||||||||||||||||||||||
Risk free interest rate, share options granted | 0.10% | 0.10% | |||||||||||||||||||||||||||||
Average Share price for options exercised (in Dollars per share) | $ / shares | $ 9.6 | $ 12 | |||||||||||||||||||||||||||||
Black and Scholes formula [Member] | |||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||
Risk-free interest rate | 0.10% | ||||||||||||||||||||||||||||||
Series 2 [Member] | |||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||
Warrants issued | 400,000 | ||||||||||||||||||||||||||||||
Series 3 [Member] | |||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||
Warrants issued | 400,000 | ||||||||||||||||||||||||||||||
Bottom of range [member] | |||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||
Percentage of standard deviation | 78% | ||||||||||||||||||||||||||||||
Ordinary shares vested percentage | 25% | ||||||||||||||||||||||||||||||
Top of range [member] | |||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||
Percentage of standard deviation | 105% | ||||||||||||||||||||||||||||||
Ordinary shares vested percentage | 75% | ||||||||||||||||||||||||||||||
Mr. Rani Zim and Mr. Yoav Kaplan [Member] | |||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||
Exercise price per ordinary shares | ₪ / shares | ₪ 0.02 | ||||||||||||||||||||||||||||||
Issuance costs (in Dollars) | $ | 74,000 | ||||||||||||||||||||||||||||||
Ordinary shares | 2,093,024 | ||||||||||||||||||||||||||||||
Consideration amount (in Dollars) | $ | $ 5,300,000 | ||||||||||||||||||||||||||||||
Ordinary shares [member] | |||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||
Exercise price per one ordinary shares (in Dollars per share) | $ / shares | $ 14.18 | ||||||||||||||||||||||||||||||
Chairman of the Advisory Committee [Member] | |||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||
Exercise price per ordinary shares | ₪ / shares | ₪ 0.02 | ||||||||||||||||||||||||||||||
Ordinary shares | 72,216 | ||||||||||||||||||||||||||||||
Non-marketable share options | 144,432 | ||||||||||||||||||||||||||||||
Share-based payments [Member] | |||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||
Share options issued | 108,324 | ||||||||||||||||||||||||||||||
Additional Ordinary Shares [Member] | |||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||
Ordinary shares | 1,517,655 | ||||||||||||||||||||||||||||||
Share capital [Member] | |||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||
Exercise price per ordinary shares | ₪ / shares | ₪ 0.02 | ₪ 0.01 | |||||||||||||||||||||||||||||
Ordinary shares [member] | |||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||
Exercise price per ordinary shares | $ / shares | 0.02 | ||||||||||||||||||||||||||||||
Exercise price per share (in New Shekels per share) | ₪ / shares | ₪ 0.6 | ||||||||||||||||||||||||||||||
Ordinary shares amount (in Dollars per share) | $ / shares | $ 1 | ||||||||||||||||||||||||||||||
Series 1 [Member] | |||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||
Warrants issued | 1,200,000 | ||||||||||||||||||||||||||||||
Series 2 [Member] | |||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||
Description of warrant exercise | Every two warrants (Series 2) are exercisable for NIS 48, to 1 Ordinary Share of NIS 0.02 par value of the Company for a period of one year. | ||||||||||||||||||||||||||||||
Share-based payments [Member] | |||||||||||||||||||||||||||||||
Equity (Details) [Line Items] | |||||||||||||||||||||||||||||||
Exercise price per ordinary shares | ₪ / shares | ₪ 0.02 | ||||||||||||||||||||||||||||||
Risk-free interest rate | 0.10% | ||||||||||||||||||||||||||||||
Expected dividend percentage | 0% |
Equity (Details) - Schedule of
Equity (Details) - Schedule of Share Capital - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Issued and paid Ordinary Shares of NIS 0.02 | |||
Outstanding shares at the beginning of the year | 13,706,328 | 11,119,303 | 7,711,666 |
Shares issued in public offering and private placements during the year | 1,517,655 | 2,585,025 | 2,509,689 |
Share issued for warrants exercised during the year | 12,375 | ||
Share issued for share options exercised during the year | 2,000 | 51,000 | |
Conversion of convertible loans during the year | 834,573 | ||
Outstanding shares at the end of the year | 15,223,983 | 13,706,328 | 11,119,303 |
Authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of Share Options Granted Subsequent | 12 Months Ended | ||||||
Dec. 31, 2022 $ / shares shares | Dec. 31, 2022 ₪ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2021 ₪ / shares shares | Dec. 31, 2020 $ / shares shares | Dec. 31, 2020 ₪ / shares shares | ||
Equity (Details) - Schedule of Share Options Granted Subsequent [Line Items] | |||||||
Number of potential Ordinary shares Outstanding at beginning of the year | shares | 739,514 | 739,514 | 438,250 | 438,250 | 323,600 | 323,600 | |
Exercise price range Outstanding at beginning of the year (in New Shekels per share and Dollars per share) | $ / shares | [1] | $ 10 | |||||
Number of potential ordinary shares Granted | shares | 749,798 | 749,798 | 342,264 | 342,264 | 230,750 | 230,750 | |
Exercise price range Granted (in New Shekels per share and Dollars per share) | [1] | ₪ 26 | |||||
Number of potential ordinary shares Exercised | shares | [2] | (2,000) | (2,000) | (43,000) | (43,000) | ||
Exercise price range Exercised (in New Shekels per share and Dollars per share) | $ / shares | [1] | $ 10 | $ 10 | ||||
Number of potential ordinary shares Forfeited | shares | (42,500) | (42,500) | (29,500) | (29,500) | (3,000) | (3,000) | |
Exercise price range Forfeited (in New Shekels per share and Dollars per share) | $ / shares | [1] | $ 10 | |||||
Number of potential ordinary shares Expired | shares | (9,500) | (9,500) | (70,100) | (70,100) | |||
Exercise price range Expired (in New Shekels per share and Dollars per share) | $ / shares | [1] | $ 10 | |||||
Number of potential ordinary shares Outstanding at end of the year | shares | 1,446,812 | 1,446,812 | 739,514 | 739,514 | 438,250 | 438,250 | |
Number of potential ordinary shares Exercisable at end of the year | shares | 486,874 | 486,874 | 282,861 | 282,861 | 175,800 | 175,800 | |
Exercise price range Exercisable at end of the year (in New Shekels per share and Dollars per share) | $ / shares | [1] | $ 10 | |||||
Top of range [member] | |||||||
Equity (Details) - Schedule of Share Options Granted Subsequent [Line Items] | |||||||
Exercise price range Outstanding at beginning of the year (in New Shekels per share and Dollars per share) | [1] | ₪ 23.4 | ₪ 26 | ||||
Exercise price range Granted (in New Shekels per share and Dollars per share) | [1] | 13.78 | 14.18 | ||||
Exercise price range Exercised (in New Shekels per share and Dollars per share) | [1] | ||||||
Exercise price range Forfeited (in New Shekels per share and Dollars per share) | [1] | 13.78 | 26 | ||||
Exercise price range Expired (in New Shekels per share and Dollars per share) | [1] | 26 | |||||
Exercise price range Outstanding at end of the year (in New Shekels per share and Dollars per share) | [1] | 13.78 | 14.18 | ₪ 26 | |||
Exercise price range Exercisable at end of the year (in New Shekels per share and Dollars per share) | [1] | 14.18 | 23.4 | ||||
Bottom of range [member] | |||||||
Equity (Details) - Schedule of Share Options Granted Subsequent [Line Items] | |||||||
Exercise price range Outstanding at beginning of the year (in New Shekels per share and Dollars per share) | $ / shares | [1] | $ 10 | $ 10 | ||||
Exercise price range Granted (in New Shekels per share and Dollars per share) | [1] | 80 | ₪ 23.4 | ||||
Exercise price range Forfeited (in New Shekels per share and Dollars per share) | (per share) | [1] | 19.4 | 10 | ||||
Exercise price range Expired (in New Shekels per share and Dollars per share) | $ / shares | [1] | 10 | |||||
Exercise price range Outstanding at end of the year (in New Shekels per share and Dollars per share) | (per share) | [1] | ₪ 80 | 10 | $ 10 | |||
Exercise price range Exercisable at end of the year (in New Shekels per share and Dollars per share) | $ / shares | [1] | $ 10 | $ 10 | ||||
[1]Per 1 Ordinary Share of NIS 0.02 par value. Exercise price is quoted in denominated currency, see relevant exchange rates in Note 13C.[2]Average share price for options exercised in 2021 – USD 9 . 12 . |
Equity (Details) - Schedule o_3
Equity (Details) - Schedule of Stock-Based Awards Outstanding - shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
NIS 13.78 – NIS 19.4 [Member] | |||
Equity (Details) - Schedule of Stock-Based Awards Outstanding [Line Items] | |||
Number of potential Ordinary shares | 677,346 | 270,048 | |
Weighted average remaining contractual life (years) | 7 years 3 months 18 days | 9 years 1 month 6 days | |
NIS 23.4 – NIS 26.0 [Member] | |||
Equity (Details) - Schedule of Stock-Based Awards Outstanding [Line Items] | |||
Number of potential Ordinary shares | 274,466 | 274,466 | 230,750 |
Weighted average remaining contractual life (years) | 2 years 9 months 18 days | 3 years 9 months 18 days | 4 years 6 months |
USD 10 [Member] | |||
Equity (Details) - Schedule of Stock-Based Awards Outstanding [Line Items] | |||
Number of potential Ordinary shares | 195,000 | 195,000 | 207,500 |
Weighted average remaining contractual life (years) | 2 years 2 months 12 days | 3 years 2 months 12 days | 4 years 3 months 18 days |
NIS 40 NIS 60 NIS 80 [Member] | |||
Equity (Details) - Schedule of Stock-Based Awards Outstanding [Line Items] | |||
Number of potential Ordinary shares | 300,000 | ||
Weighted average remaining contractual life (years) | 9 years 2 months 12 days | ||
NIS 13.78 NIS 80 [Member] | |||
Equity (Details) - Schedule of Stock-Based Awards Outstanding [Line Items] | |||
Number of potential Ordinary shares | 1,446,812 | 739,514 | 438,250 |
Weighted average remaining contractual life (years) | 6 years 1 month 6 days | 5 years 7 months 6 days | 4 years 4 months 24 days |
Pledges, Guarantees, Commitme_2
Pledges, Guarantees, Commitments and Contingent Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 29, 2020 | Dec. 31, 2022 | |
Pledges, Guarantees, Commitments and Contingent Liabilities (Details) [Line Items] | ||
Non current Deposit amount (in Dollars) | $ 85 | |
Current deposit amount (in Dollars) | $ 34 | |
License for a period | 25 years | |
Commission fee percentage | 10% | |
Royalty percentage | 10% | |
Minimum [Member] | ||
Pledges, Guarantees, Commitments and Contingent Liabilities (Details) [Line Items] | ||
Percentage of gross investment amount | 2% | |
Maximum [Member] | ||
Pledges, Guarantees, Commitments and Contingent Liabilities (Details) [Line Items] | ||
Percentage of gross investment amount | 5% |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
General [Abstract] | ||
Contract liability deferred revenue | $ 939 | $ 95 |
Deferred revenue | $ 243 |
Costs and Expenses (Details) -
Costs and Expenses (Details) - Schedule of Costs and Expenses - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Costs of Revenue [Member] | |||||
Costs and Expenses (Details) - Schedule of Costs and Expenses [Line Items] | |||||
Salary and related expenses | $ 1,163 | $ 79 | |||
Consultants and subcontractors | 247 | 881 | 1 | ||
Expenditure on materials | 2 | 792 | 1 | ||
Depreciation and other | 259 | 29 | |||
Maintenance | 93 | 12 | |||
Cost of revenue gross total | 249 | 3,188 | 122 | ||
Operating costs not attributed to projects (mainly salary and related expenses) * | 1,686 | [1] | 863 | [1] | |
Cost of revenue net total | 1,935 | 4,051 | 122 | ||
Onerous contract provision included in costs | 8 | 215 | 63 | ||
Research, Development and Engineering Expenses, net [Member] | |||||
Costs and Expenses (Details) - Schedule of Costs and Expenses [Line Items] | |||||
Salary and related expenses | 2,609 | 2,529 | 1,747 | ||
Consultants and subcontractors | 441 | 998 | 632 | ||
Expenditure on materials | 1,020 | 738 | 1,111 | ||
Depreciation and other | 615 | 534 | 314 | ||
Office maintenance | 208 | 167 | 137 | ||
Total | 4,893 | 4,966 | 3,941 | ||
Less: Government Grants, see Note 3A | (275) | (1,266) | (1,734) | ||
Add: royalty liability recognized for government grants (Note 12B) | 1,706 | ||||
Research, development and engineering expenses, net | 4,618 | 3,700 | 3,913 | ||
Marketing and project promotion expenses, net [Member] | |||||
Costs and Expenses (Details) - Schedule of Costs and Expenses [Line Items] | |||||
Salary and related expenses | 954 | 521 | 190 | ||
Office maintenance | 15 | 27 | 28 | ||
Project Promotion | 84 | 45 | 82 | ||
Consultants | 38 | 90 | 22 | ||
Other | 131 | 64 | 74 | ||
Total | 1,222 | 747 | 396 | ||
Less: Government Grants, see Note 3A | (26) | ||||
Marketing and project promotion expenses, net | 1,222 | 747 | 370 | ||
General and administrative expenses [Member] | |||||
Costs and Expenses (Details) - Schedule of Costs and Expenses [Line Items] | |||||
Salary and related expenses | 2,302 | 1,070 | 557 | ||
Depreciation and other | 410 | 335 | 295 | ||
General and administrative expenses | 4,465 | 2,586 | 1,466 | ||
Office maintenance | 93 | 77 | 66 | ||
Consultants and insurance | 1,660 | 1,104 | 548 | ||
Other expenses [Member] | |||||
Costs and Expenses (Details) - Schedule of Costs and Expenses [Line Items] | |||||
Share in loss of joint venture (Note 4) | 30 | ||||
Write down of production line (Note 8B) | 704 | 314 | |||
Other | 3 | (19) | 143 | ||
Total other expenses,net | $ 737 | $ 295 | $ 143 | ||
[1]Costs and expenses relating to periods in which the plant did not operate in full capacity. |
Financial Income and Expenses_3
Financial Income and Expenses, Net (Details) - Schedule of Financial Income - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Financial Income [Abstract] | |||||
Interest income | $ 51 | $ 3 | |||
Fair value adjustment of share option’s liability – Note 12C. | 197 | 1,053 | |||
Debt arrangement gain – see Note 12C. | 915 | ||||
Exchange rate differences, Net | 671 | 17 | 48 | ||
Total | $ 270 | $ 964 | $ 919 | $ 1,073 | $ 963 |
Financial Income and Expenses_4
Financial Income and Expenses, Net (Details) - Schedule of Financial Expenses - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule of Financial Expenses [Abstract] | ||||||
Interest and fees to banks | $ 17 | $ 82 | $ 120 | |||
Notional interest and linkage in respect of shareholder’s loan | [1] | 8 | 55 | |||
Interest on EIB loan | 92 | |||||
Interest on lease liabilities | 69 | 179 | 104 | |||
Exchange rate differences | 75 | 12 | ||||
Fair value adjustment of share option’s liability – Note 12C. | 730 | |||||
Interest on convertible loans | 93 | |||||
Adjustment of royalties’ obligation | 180 | 11 | ||||
Total financial expenses | $ 119 | $ 154 | $ 358 | $ 355 | $ 1,114 | |
[1]The shareholder’s loan was repaid in full in February 2021. |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of Basic Loss Per Share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Basic Loss Per Share [Abstract] | |||
Loss attributed to the shareholders of the Company (USD in thousands) | $ (11,067) | $ (10,348) | $ (9,481) |
Weighted average number of ordinary shares outstanding | 14,627,761 | 11,934,472 | 7,950,325 |
Basic loss per share (USD) | $ (0.76) | $ (0.87) | $ (1.19) |
Loss Per Share (Details) - Sc_2
Loss Per Share (Details) - Schedule of Diluted Loss Per Share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule of Diluted Loss Per Share [Abstract] | ||||
Loss attributed to the shareholders of the Company (USD in thousands), as above | $ (11,067) | $ (10,348) | $ (9,481) | |
Financial expenses relating to fair value adjustment of warrants | [1] | (1,053) | ||
Net value | $ (11,067) | $ (11,401) | $ (9,481) | |
Weighted average number of ordinary shares outstanding, as above (in Shares) | 14,627,761 | 11,934,472 | 7,950,325 | |
Potential shares from exercise of warrants | [1] | $ 185,000 | ||
Total | $ 14,627,761 | $ 12,119,472 | $ 7,952,325 | |
Fully diluted loss per share (USD) (in Dollars per share) | $ (0.76) | $ (0.94) | $ (1.19) | |
[1]In 2022 and 2020, all share options and warrants had anti-dilutive effect and therefore the diluted loss per share data for 2022 and 2020 is the same as the basic loss per share data. For 2021, except for the warrants that are classified as a liability, all other share options and warrants have anti-dilutive effect. |
Transactions with Related Par_3
Transactions with Related Parties (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||
Aug. 01, 2022 USD ($) | Aug. 01, 2022 ILS (₪) | Jun. 30, 2022 USD ($) | Jun. 23, 2022 USD ($) | Jun. 23, 2022 ILS (₪) ₪ / shares shares | Feb. 09, 2022 ILS (₪) | Jun. 30, 2022 ILS (₪) | Jun. 23, 2022 ₪ / shares shares | Jan. 31, 2021 USD ($) | Jun. 17, 2017 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Transactions with Related Parties (Details) [Line Items] | ||||||||||||||
Other payables that was converted to ordinary shares | $ 225,000 | $ 224,000 | ||||||||||||
Gross monthly salary | $ 24,500 | |||||||||||||
Monthly salary reduce percentage | 30% | |||||||||||||
Gross salary | $ 12,500 | $ 17,100 | ||||||||||||
Grant non marketable options (in Shares) | shares | 150,000 | |||||||||||||
Description of options granted | The options vest in three equal bunches over a period of 3 years (33.3% each year), Each option is exercisable into one Ordinary Share of NIS 0.02, with the following exercise prices: first bunch – NIS 40 per one share, second bunch – NIS 60 per one share, third bunch – NIS 80 per one share (based on exchange rates as of approval date – USD 12.44 USD 18.66 And USD 24.88, respectively).The estimated value of the above options is NIS 2,616 thousand (USD 810 thousand, as of approval date), which was calculated according to the Black and Scholes formula, based on the following assumptions: expected dividend 0%, standard deviation 75%, risk-free interest of 0.1% and expected life to exercise of 8 to 10 years (the options will expire after 10 years from issuance). | |||||||||||||
Share options to purchase (in Shares) | shares | 225,000 | 225,000 | ||||||||||||
Exercise price (in New Shekels per share) | ₪ / shares | ₪ 13.78 | ₪ 13.78 | ||||||||||||
Addition to the price | 15% | |||||||||||||
Grant vest percentage | 33.30% | |||||||||||||
Grant aggregates amount | $ 619,000 | ₪ 184,000 | ₪ 2,200,000 | |||||||||||
Expected dividend | 0% | 0% | 0% | |||||||||||
standard deviation percentage | 75% | |||||||||||||
Risk-free interest | 3.25% | 0% | 0% | |||||||||||
Written prior notice | 6 months | |||||||||||||
Total ordinary shares that was granted to directors | $ 120,000 | |||||||||||||
Sons [Member] | ||||||||||||||
Transactions with Related Parties (Details) [Line Items] | ||||||||||||||
Gross salary | $ 10,600 | |||||||||||||
Senior officers [Member] | ||||||||||||||
Transactions with Related Parties (Details) [Line Items] | ||||||||||||||
Gross monthly salary | $ 14,000 | |||||||||||||
Mr. Nir Brenmiller [Member] | ||||||||||||||
Transactions with Related Parties (Details) [Line Items] | ||||||||||||||
Gross monthly salary | ₪ | ₪ 55,000 | |||||||||||||
Grant non marketable options (in Shares) | shares | 75,000 | |||||||||||||
Maximum [Member] | ||||||||||||||
Transactions with Related Parties (Details) [Line Items] | ||||||||||||||
Expected life to exercise | 4 years | 4 years | 8 years | |||||||||||
Minimum [Member] | ||||||||||||||
Transactions with Related Parties (Details) [Line Items] | ||||||||||||||
Expected life to exercise | 2 years | 2 years | 10 years | |||||||||||
Black and Scholes formula [Member] | ||||||||||||||
Transactions with Related Parties (Details) [Line Items] | ||||||||||||||
Risk-free interest | 2% | |||||||||||||
CEO [Member] | Nir and Doron [Member] | ||||||||||||||
Transactions with Related Parties (Details) [Line Items] | ||||||||||||||
Monthly salary reduce percentage | 30% | |||||||||||||
Mr. Avi Brenmiller [Member] | ||||||||||||||
Transactions with Related Parties (Details) [Line Items] | ||||||||||||||
Gross monthly salary | ₪ | ₪ 37,000 | |||||||||||||
Non-executive directors [Member] | ||||||||||||||
Transactions with Related Parties (Details) [Line Items] | ||||||||||||||
Other payables that was converted to ordinary shares | $ 30,000 | |||||||||||||
Share options to purchase (in Shares) | shares | 30,000 | 30,000 | ||||||||||||
Grant aggregates amount | $ 52,000 | |||||||||||||
CEO [Member] | ||||||||||||||
Transactions with Related Parties (Details) [Line Items] | ||||||||||||||
Monthly salary reduce percentage | 50% |
Transactions with Related Par_4
Transactions with Related Parties (Details) - Schedule of Transactions With Related Parties - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule of Transactions with Related Parties [Abstract] | ||||
Salary and related expenses to related parties employed in the Group (see B. below) – in respect of 3 persons* | $ 1,390 | $ 682 | $ 485 | |
Notional interest and linkage for shareholder’s loan | [1] | 8 | 55 | |
Remuneration of directors - for four directors | [2] | $ 152 | $ 57 | $ 45 |
[1]The shareholder’s loan was repaid in full in February 2021.[2]Including benefits recognized for share based payments. |
Transactions with Related Par_5
Transactions with Related Parties (Details) - Schedule of Balances with Related Parties - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Balances with Related Parties [Abstract] | |||
Other payables - Employees and Institutions | $ 282 | [1] | $ 310 |
Payables - expenses payable for directors’ remuneration | $ 28 | $ 15 | |
[1]As to the conversion of USD 224 thousands into ordinary shares of the Company - see Note 21C |
Significant Events during the_2
Significant Events during the Period (Details) ₪ / shares in Units, $ / shares in Units, ₪ in Thousands | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||
Jun. 15, 2023 | Jun. 09, 2023 USD ($) | Feb. 16, 2023 USD ($) | Feb. 16, 2023 ILS (₪) | Jun. 30, 2023 USD ($) $ / shares shares T | Jun. 30, 2023 ILS (₪) shares T | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 ILS (₪) ₪ / shares shares | Dec. 31, 2021 USD ($) | Jun. 30, 2023 ₪ / shares | Jun. 09, 2023 ₪ / shares | Dec. 31, 2022 ILS (₪) ₪ / shares | Feb. 20, 2022 ₪ / shares | Feb. 09, 2022 ₪ / shares | Dec. 30, 2021 ₪ / shares | Oct. 31, 2021 ₪ / shares | Jul. 31, 2021 ₪ / shares | Feb. 18, 2021 ₪ / shares | Feb. 08, 2021 ₪ / shares | Aug. 02, 2020 ₪ / shares | Jul. 23, 2020 ₪ / shares | Jun. 14, 2020 ₪ / shares | |
Significant Events during the Period (Details) [Line Items] | ||||||||||||||||||||||
The amount received from issuing ordinary shares | $ 3,590,000 | ₪ 12,463 | $ 3,625,000 | ₪ 12,463 | ||||||||||||||||||
Issuance of private placement (in Shares) | 2,338,264 | 2,338,264 | ||||||||||||||||||||
Ordinary share (in Shares) | 1 | 1 | ||||||||||||||||||||
Exercise price | $ / shares | $ 0.02 | |||||||||||||||||||||
Warrant price | (per share) | $ 1.55 | ₪ 5.33 | ||||||||||||||||||||
Warrant term | 2 years | 2 years | ||||||||||||||||||||
Private placement amount (in Shares) | 645,028 | 645,028 | ||||||||||||||||||||
Total Investment of private placement | $ | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||
Days after becoming shelf eligible (in Shares) | 30 | 30 | ||||||||||||||||||||
Discount of share price | 15% | 15% | ||||||||||||||||||||
Discount of share price | 15% | 15% | ||||||||||||||||||||
Unpaid salary balance | $ 225,000 | ₪ 790 | ||||||||||||||||||||
Grant shares (in Shares) | 148,217 | 148,217 | ||||||||||||||||||||
Grant ordinary Shares (in Shares) | 148,217 | 148,217 | ||||||||||||||||||||
Grant ordinary Shares par value (in Dollars per share) | $ / shares | $ 0.02 | |||||||||||||||||||||
Associated Warrants (in Shares) | 148,217 | 148,217 | ||||||||||||||||||||
Exercise price | (per share) | $ 1.78 | ₪ 6.13 | ||||||||||||||||||||
Investor agreements, description | Under the investor agreements the Company issued 2,338,264 units, each consisting of one Ordinary Share of NIS 0.02 and one non-registrable and non-tradeable warrant at a price of NIS 5.33 (USD 1.55) per each issued Unit. Each warrant is exercisable into one Ordinary Share subject to payment of exercise price of NIS 6.13 (USD 1.78) per warrant for a term of five (5) years from the issuance date of the offered warrants. | Under the investor agreements the Company issued 2,338,264 units, each consisting of one Ordinary Share of NIS 0.02 and one non-registrable and non-tradeable warrant at a price of NIS 5.33 (USD 1.55) per each issued Unit. Each warrant is exercisable into one Ordinary Share subject to payment of exercise price of NIS 6.13 (USD 1.78) per warrant for a term of five (5) years from the issuance date of the offered warrants. | ||||||||||||||||||||
Issuance costs | $ | $ 29,000 | |||||||||||||||||||||
Placement proceeds that was allocated to share capital and premium | $ | $ 2,240,000 | |||||||||||||||||||||
Basic salary discount percentage | 15% | 15% | ||||||||||||||||||||
Market share price discount percentage | 15% | 15% | ||||||||||||||||||||
Unpaid salary, description | Following the above approval, the Company converted the unpaid salary balance of Mr. Brenmiller as at December 31, 2022 (in respect of prior years) in the amount of NIS 790 thousand (approximately USD 225 thousand), into equity under the terms of the Private Placement to the Investors and the Private Placement to Mr. Brenmiller, as described in A above, respectively, except the exercise period as described below. Accordingly, the Company granted Mr. Brenmiller 148,217 units, consisting of 148,217 Ordinary Shares of NIS 0.02 par value and 148,217 associated Warrants, at a price of NIS 5.33 (USD 1.55) per each issued unit. Each warrant is exercisable into one Ordinary Share subject to payment of exercise price of NIS 6.13 (USD 1.78) per warrant and has a term of two (2) years as of the issuance date of the warrants for Mr. Brenmiller. | Following the above approval, the Company converted the unpaid salary balance of Mr. Brenmiller as at December 31, 2022 (in respect of prior years) in the amount of NIS 790 thousand (approximately USD 225 thousand), into equity under the terms of the Private Placement to the Investors and the Private Placement to Mr. Brenmiller, as described in A above, respectively, except the exercise period as described below. Accordingly, the Company granted Mr. Brenmiller 148,217 units, consisting of 148,217 Ordinary Shares of NIS 0.02 par value and 148,217 associated Warrants, at a price of NIS 5.33 (USD 1.55) per each issued unit. Each warrant is exercisable into one Ordinary Share subject to payment of exercise price of NIS 6.13 (USD 1.78) per warrant and has a term of two (2) years as of the issuance date of the warrants for Mr. Brenmiller. | ||||||||||||||||||||
Employees and service providers, description | (a) 22,164 RSU shares in exchange for employees salary of NIS 207 thousand (approximately USD 58 thousand); these shares vest mainly over 12 months, of which 3 months have vested), (b) 39,892 RSU shares in exchange for service providers salary of NIS 254 thousand (approximately USD 71 thousand); these shares vest mainly over 12 months, of which 6 months have vested), and (c) bonuses in fully vested 473,171 RS shares to employees and service providers, with estimated value in the amount of NIS 2,328 thousand (USD 649 thousand). | (a) 22,164 RSU shares in exchange for employees salary of NIS 207 thousand (approximately USD 58 thousand); these shares vest mainly over 12 months, of which 3 months have vested), (b) 39,892 RSU shares in exchange for service providers salary of NIS 254 thousand (approximately USD 71 thousand); these shares vest mainly over 12 months, of which 6 months have vested), and (c) bonuses in fully vested 473,171 RS shares to employees and service providers, with estimated value in the amount of NIS 2,328 thousand (USD 649 thousand). | ||||||||||||||||||||
Vested share options (in Shares) | 33,536 | 33,536 | ||||||||||||||||||||
Bonus payment amount | $ 46,000 | ₪ 165 | $ 586,000 | $ 533,000 | ||||||||||||||||||
Share options (in Shares) | 13,643 | 13,643 | ||||||||||||||||||||
Amount exchange salary | $ 44,000 | ₪ 157 | ||||||||||||||||||||
Share options amount granted in exchange for salary | 10% | 10% | ||||||||||||||||||||
Approval grant from the israeli ministry of environmental protection | $ 610,000 | ₪ 2,200 | ||||||||||||||||||||
Total capacity (in US Tons) | T | 14 | 14 | ||||||||||||||||||||
Principal ordinary shares par value (in New Shekels per share) | (per share) | $ 0.02 | ₪ 0.02 | ₪ 0.02 | ₪ 0.02 | ₪ 0.02 | ₪ 0.02 | ₪ 23.6 | ₪ 0.02 | ₪ 0.02 | ₪ 0.02 | ₪ 0.02 | ₪ 0.02 | ||||||||||
Ordinary shares aggregate offering price | $ | $ 9,350,000 | |||||||||||||||||||||
Premium market price percentage | 33% | 33% | ||||||||||||||||||||
Mr. Brenmiller [Member] | ||||||||||||||||||||||
Significant Events during the Period (Details) [Line Items] | ||||||||||||||||||||||
Ordinary share (in Shares) | 1 | 1 | ||||||||||||||||||||
June 2023 Private Placement [Member] | ||||||||||||||||||||||
Significant Events during the Period (Details) [Line Items] | ||||||||||||||||||||||
Issuance costs | $ | $ 20,000 | |||||||||||||||||||||
Placement proceeds that was allocated to share capital and premium | $ | 1,570,000 | |||||||||||||||||||||
Private placement, description | the Company completed a private placement offering of its securities for the aggregate gross proceeds of USD 2.5 million (NIS 8.97 million) with one of the Company’s shareholders, a Switzerland-based company. The placement included 2,487,778 units (“Units”), each Unit consisting of one ordinary share of the Company, par value NIS 0.02 per share (the “Ordinary Shares”), and one non-tradeable warrant to purchase one ordinary share, at a price per Unit of $1.00. | |||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||
Significant Events during the Period (Details) [Line Items] | ||||||||||||||||||||||
Ordinary share (in Shares) | 1 | 1 | ||||||||||||||||||||
Exercise price | (per share) | $ 1.78 | ₪ 6.13 | ||||||||||||||||||||
Warrant price | (per share) | $ 1.55 | ₪ 5.33 | ||||||||||||||||||||
Warrant term | 5 years | 5 years | ||||||||||||||||||||
Placement proceeds that was allocated to warrants | $ | $ 1,350,000 | |||||||||||||||||||||
Exercisable price | (per share) | $ 1.2 | ₪ 4.4 | ||||||||||||||||||||
Warrants [Member] | June 2023 Private Placement [Member] | ||||||||||||||||||||||
Significant Events during the Period (Details) [Line Items] | ||||||||||||||||||||||
Placement proceeds that was allocated to warrants | $ | $ 930,000 | |||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||
Significant Events during the Period (Details) [Line Items] | ||||||||||||||||||||||
Private placement amount (in Shares) | 645,028 | 645,028 |
Cost of Revenues (Details) - Sc
Cost of Revenues (Details) - Schedule of Cost of Revenues - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule Of Cost Of Revenues Abstract | ||
Salary and related expenses | $ 392 | |
Consultants and subcontractors | 112 | 5 |
Operating costs not attributed to projects (mainly salary and related expenses) | 628 | 878 |
Cost of revenues, total | $ 1,132 | $ 883 |
Research, Development and Eng_3
Research, Development and Engineering Expenses, Net (Details) - Schedule of Research, Development and Engineering Expenses, Net - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Research Development and Engineering Expenses Net [Abstract] | |||||
Total research, development and engineering expenses | $ 1,758 | $ 2,730 | |||
Less – grants | (94) | (263) | |||
Total | $ 1,664 | $ 2,467 | $ 4,618 | $ 3,700 | $ 3,913 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - Schedule of General and Administrative Expenses - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of General and Administrative Expenses [Abstract] | |||||
Salary and related expenses | $ 1,279 | $ 1,051 | |||
Consultants and insurance | 903 | 1,018 | |||
Depreciation and other | 162 | 214 | |||
Office maintenance | 54 | 45 | |||
General and administrative expenses, total | $ 2,398 | $ 2,328 | $ 4,465 | $ 2,586 | $ 1,466 |
Financial Instruments (Detail_5
Financial Instruments (Details) - Schedule of Exchange Rates | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule Of Exchange Rates Abstract | ||
Exchange rate at June 30, | NIS 3.70 | 3.50 NIS |
Increase during the period | 5.10% | 12.50% |