Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information Line Items | |
Entity Registrant Name | ParaZero Technologies Ltd. |
Trading Symbol | PRZO |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 10,073,956 |
Amendment Flag | false |
Entity Central Index Key | 0001916241 |
Entity Current Reporting Status | No |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-41760 |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Address Line One | 30 Dov Hoz |
Entity Address, City or Town | Kiryat Ono |
Entity Address, Postal Zip Code | 5555626 |
Entity Address, Country | IL |
Title of 12(b) Security | Ordinary Shares, par value NIS 0.02 per share |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | U.S. GAAP |
Auditor Firm ID | 1197 |
Auditor Name | Brightman Almagor Zohar & Co |
Auditor Location | Tel Aviv, Israel |
Business Contract | |
Document Information Line Items | |
Entity Address, Address Line One | 30 Dov Hoz |
Entity Address, City or Town | Kiryat Ono |
Entity Address, Postal Zip Code | 55555626 |
Entity Address, Country | IL |
Contact Personnel Name | Boaz Shetzer |
City Area Code | +972 |
Local Phone Number | 3-688-5252 |
Contact Personnel Email Address | contact@ParaZero.com |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 7,428,405 | $ 89,806 |
Trade receivables | 22,376 | 184,064 |
Other current assets | 651,560 | 179,541 |
Deferred initial public offering costs | 291,133 | |
Inventories | 264,468 | 304,823 |
TOTAL CURRENT ASSETS | 8,366,809 | 1,049,367 |
NON-CURRENT ASSETS: | ||
Operating lease right-of-use asset | 8,127 | 56,893 |
Property and equipment, net | 49,981 | 41,311 |
TOTAL NON-CURRENT ASSETS | 58,108 | 98,204 |
TOTAL ASSETS | 8,424,917 | 1,147,571 |
CURRENT LIABILITIES: | ||
Trade payables | 56,682 | 47,260 |
Operating lease liabilities | 7,543 | 45,097 |
Other current liabilities | 690,861 | 774,647 |
Convertible notes | 1,514,928 | |
TOTAL CURRENT LIABILITIES | 755,086 | 2,381,932 |
NON-CURRENT LIABILITIES: | ||
Derivative warrant liabilities | 1,564,773 | |
Operating lease liabilities, net of current portion | 7,775 | |
Loan from a related party | 399,794 | |
TOTAL NON-CURRENT LIABILITIES | 1,564,773 | 407,569 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY (DEFICIT): | ||
Ordinary shares, NIS 0.02 par value: Authorized 25,000,000 as of December 31, 2023 and December 31, 2022; Issued and outstanding 10,073,956 and 3,597,442 shares as of December 31, 2023 and as of December 31, 2022, respectively | 56,227 | 21,456 |
Additional paid-in capital | 24,471,888 | 12,988,292 |
Accumulated losses | (18,423,057) | (14,651,678) |
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) | 6,105,058 | (1,641,930) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | $ 8,424,917 | $ 1,147,571 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - ₪ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value (in New Shekels per share) | ₪ 0.02 | ₪ 0.02 |
Ordinary shares, share authorized | 25,000,000 | 25,000,000 |
Ordinary shares, shares issued | 10,073,956 | 3,597,442 |
Ordinary shares, shares outstanding | 10,073,956 | 3,597,442 |
Statements of Comprehensive Los
Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Statement [Abstract] | ||||
Sales | $ 620,508 | $ 560,118 | $ 724,391 | |
Cost of Sales | 476,610 | 337,565 | 464,715 | |
Gross profit | 143,898 | 222,553 | 259,676 | |
Research and development expenses | 636,801 | 640,328 | 603,702 | |
Selling and marketing expenses | 487,904 | 264,728 | 168,700 | |
General and administrative expenses | 1,472,872 | 766,711 | 474,703 | |
Initial public offering expenses | 345,925 | 389,396 | ||
Operating loss | 2,799,604 | 1,838,610 | 987,429 | |
Change in fair value of convertible notes | 504,976 | |||
Change in fair value of derivative warrant liabilities | 277,600 | |||
Issuance expenses attributable to derivate warrant liability | 247,129 | |||
Interest expenses on related party loan | 152,745 | 17,386 | ||
Other finance income, net | (210,675) | (202,958) | (372,048) | |
Net loss and comprehensive loss | $ 3,771,379 | $ 1,653,038 | $ 615,381 | |
Net loss per ordinary share, basic (in Dollars per share) | $ 0.77 | $ 0.49 | $ 1.71 | |
Weighted-average number of ordinary shares outstanding, basic (in Shares) | [1] | 4,891,071 | 3,349,071 | 359,743 |
[1]See Note 2X. |
Statements of Comprehensive L_2
Statements of Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Net loss per ordinary share, diluted | $ 0.77 | $ 0.49 | $ 1.71 |
Weighted-average number of ordinary shares outstanding, diluted | 4,891,071 | 3,349,071 | 359,743 |
Statements of Changes In Shareh
Statements of Changes In Shareholders’ Equity (Deficit) - USD ($) | Ordinary shares | Additional paid-in Capital | Accumulated Losses | Total |
Balance at Dec. 31, 2020 | $ 1,945 | $ 6,380,403 | $ (12,383,259) | $ (6,000,911) |
Balance (in Shares) at Dec. 31, 2020 | 359,743 | |||
Comprehensive loss | (615,381) | (615,381) | ||
Balance at Dec. 31, 2021 | $ 1,945 | 6,380,403 | (12,998,640) | (6,616,292) |
Balance (in Shares) at Dec. 31, 2021 | 359,743 | |||
Conversion of Former Parent Company’s debt into ordinary shares and warrants | $ 19,511 | 6,403,797 | 6,423,308 | |
Conversion of Former Parent Company’s debt into ordinary shares and warrants (in Shares) | 3,237,699 | |||
Stock based compensation | 91,377 | 91,377 | ||
Benefit to the Company by an equity holder with respect to funding transactions | 112,715 | 112,715 | ||
Comprehensive loss | (1,653,038) | (1,653,038) | ||
Balance at Dec. 31, 2022 | $ 21,456 | 12,988,292 | (14,651,678) | $ (1,641,930) |
Balance (in Shares) at Dec. 31, 2022 | 3,597,442 | 3,597,442 | ||
Stock based compensation | 490,015 | $ 490,015 | ||
Conversion of convertible note into ordinary shares | $ 2,734 | 2,017,170 | 2,019,904 | |
Conversion of convertible note into ordinary shares (in Shares) | 504,976 | |||
Issuance of ordinary shares and warrants upon initial public offering, net of issuance costs | $ 10,561 | 5,919,064 | 5,929,625 | |
Issuance of ordinary shares and warrants upon initial public offering, net of issuance costs (in Shares) | 1,950,000 | |||
Issuance of ordinary shares, pre-funded warrants, and warrants upon private placement, net of issuance costs (*) | $ 21,476 | 3,045,180 | 3,066,656 | |
Issuance of ordinary shares, pre-funded warrants, and warrants upon private placement, net of issuance costs (*) (in Shares) | 4,021,538 | |||
Benefit to the Company by an equity holder with respect to funding transactions | 12,167 | 12,167 | ||
Comprehensive loss | (3,771,379) | (3,771,379) | ||
Balance at Dec. 31, 2023 | $ 56,227 | $ 24,471,888 | $ (18,423,057) | $ 6,105,058 |
Balance (in Shares) at Dec. 31, 2023 | 10,073,956 | 10,073,956 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (3,771,379) | $ (1,653,038) | $ (615,381) |
Adjustments required to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 17,087 | 18,495 | 17,627 |
Stock based compensation | 14,815 | 52,286 | |
Interest expenses with respect to funding from related party | 112,373 | 12,509 | |
Change in fair value of convertible loan | 504,976 | ||
Changes in fair value of derivative liabilities | 277,600 | ||
Issuance expenses attributable to derivative warrant liabilities | 247,129 | ||
Inventory write-down | 33,360 | 12,387 | |
Foreign currency exchange differences with respect to amount due to a Former Parent Company | (243,948) | (402,365) | |
Finance expenses | 583 | 4,021 | 342 |
Changes in operating assets and liabilities: | |||
Trade receivables, net | 161,689 | (176,863) | 28,595 |
Other current assets | (472,020) | (96,782) | 21,667 |
Deferred initial public offering cost | (252,041) | ||
Inventories | 6,995 | 34,205 | 6,738 |
Operating lease right-of-use asset | 48,766 | (48,633) | 49,020 |
Trade payables | 9,422 | 10,145 | (35,764) |
Operating lease liabilities | (45,911) | (48,975) | 50,836 |
Other accounts payable | (83,785) | 404,597 | (107,213) |
Net cash used in operating activities | (2,938,300) | (1,971,635) | (985,898) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (25,757) | (9,725) | (5,572) |
Net cash used in investing activities | (25,757) | (9,725) | (5,572) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cost associated with the conversion of the Former Parent Company’s debt | (84,780) | ||
Proceeds from issuance of convertible notes | 1,514,928 | ||
Issuance of ordinary shares in initial public offering, net of issuance costs (Note 9c) | 6,695,957 | ||
Issuance of ordinary shares, pre-funded warrants and warrants in private placement, net of issuance costs (Note 9b) | 4,106,699 | ||
Receipt of loan from related party | 245,000 | 500,000 | |
Repayment of loan from related party | (745,000) | ||
Receipt of loans from the Former Parent Company | 107,994 | 940,624 | |
Repayment of bank loan | (30,068) | ||
Net cash provided by financing activities | 10,302,656 | 2,038,142 | 910,556 |
Net (decrease) increase in cash and cash equivalents | 7,338,599 | 56,782 | (80,914) |
Cash and cash equivalents at beginning of the year | 89,806 | 33,024 | 113,938 |
Cash and cash equivalents at the end of the year | 7,428,405 | 89,806 | 33,024 |
Supplementary disclosure on cash flows: | |||
Cash paid for interest | 40,000 | 4,876 | |
Cash received from interest | 53,804 | ||
Supplemental disclosure of non-cash investment and financing activities: | |||
Right-of-use assets obtained in exchange for operating lease liabilities | 97,532 | ||
Conversion of the Former Parent Company’s debt into ordinary shares | 6,508,089 | ||
Benefit to the Company by an equity holder with respect to funding transactions | 12,167 | 112,715 | |
Conversion of convertible notes into ordinary shares | 2,019,904 | ||
Stock based compensation included as issuance costs | $ 475,201 | $ 39,091 |
General
General | 12 Months Ended |
Dec. 31, 2023 | |
General [Abstract] | |
GENERAL | NOTE 1 — GENERAL: A. PARAZERO TECHNOLOGIES LTD. - The Company sells its products internationally. The Company in October 2022, the Company entered into an unsecured credit facility agreement (the “Credit Facility Agreement”) with Medigus Ltd. (“Medigus”), a material shareholder of the Company, as further amended in June 2023, in an aggregate initial amount of up to $745 thousand, which was repaid in August 2023, following the completion of the IPO (see Note 9C3)). Furthermore, as noted above, on July 31, 2023, the Company raised $7.8 million from its IPO, and on October 30, 2023, the Company raised $5.1 million in a private investment in public equity (the “PIPE”) (see Note 9B). Management expects that it will require additional financing in the future to fund its operations until it has generated significant revenues. Based on the Company’s current operating plan, the Company’s management currently estimates that its cash position will support its current operations as currently conducted for more than 12 months from the date of issuance of these financial statements. B. On January 28, 2022, the Former Parent Company sold its shares in the Company to a consortium of investors led by Medigus and facilitated by L.I.A. Pure Capital Ltd., an Israeli venture capital firm. C. On . D. On each to purchase one Ordinary Share |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The significant accounting policies followed in the preparation of the financial statements are as follows: A. Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as to disclose contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting years. On an ongoing basis, management evaluates its estimates, judgments and assumptions. Management bases its estimates, judgments and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. B. Functional and foreign currency The financial statements of the Company are prepared in U.S. dollars (the functional currency), which is the currency of the primary economic environment in which the entity operates. The Company has funded its operations to date through financing mainly denominated in U.S. dollars and majority of the Company’s revenues during the years ended December 31, 2023, 2022 and 2021 were denominated in U.S. dollars. Transactions and balances that are denominated in currencies other than U.S. dollars have been remeasured into U.S. dollars in accordance with principles set forth in Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters. Monetary assets and liabilities denominated in New Israeli Shekel (“NIS”) are remeasured into U.S. dollars at the end of each reporting period using the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are measured at historical rates. Foreign currency transaction gains or losses are recorded in the statements of comprehensive loss as financing income or expenses, as appropriate. C. Cash and cash equivalents Cash and cash equivalents consist of cash and bank deposits with insignificant interest rate risk and original maturities of three months or less. D. Trade receivables Trade receivables are initially recognized at the invoiced amount less an allowance for estimated losses, if identified. E. Inventories The cost of inventories comprises all costs of purchase, and other costs incurred in bringing the inventories to their present location and condition. Inventories are stated at the lower of cost, determined by the first-in, first-out method, or market based on net realizable value. Inventories are adjusted for estimated excess and obsolescence and written down to net realizable value based upon estimates of future demand, technology developments, and market conditions. F. Property and equipment, net Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis, over the useful lives of the assets at annual rates as follows: Years Computers 3-7 Research and Development equipment 6-7 Furniture and office equipment 17 Leasehold improvements Shorter of economic life or remaining lease term Depreciation expense was $17,087, $18,495, and $17,627 for the years ended December 31, 2023, 2022, and 2021, respectively. G. Fair value measurement The Company measures and discloses fair value in accordance with the Financial Accounting Standards Board (“FASB”), ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair-value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 — unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Level 2 — pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3 — pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Level 3 inputs are considered as the lowest priority within the fair value hierarchy. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The carrying amounts of cash and cash equivalents, trade receivables, other current assets, trade payables and other account payables approximate their fair value due to the short-term maturity of such instruments. The Company’s financial liabilities measured at fair value on a recurring basis consisted of derivative warrant liabilities as of December 31, 2023 (level 3) and convertible notes as of December 31, 2022 (level 2). H. Initial public offering costs The Company capitalized certain legal, professional accounting and other third-party fees that were direct and incremental fees associated with new securities to be issued in the IPO, as deferred initial public offering costs in the balance sheet. Following the completion of the IPO, deferred initial public offering costs were recorded in stockholders’ equity as a reduction from gross proceeds within additional paid-in capital. Fees attributable to the resale of existing securities that were offered together with newly issued shares in the IPO were recognized as initial public offering expenses within the statement of comprehensive loss. As of December 31, 2023 and December 31, 2022, the Company recognized initial public offering expenses of $345,925 and $389,396 respectively, within the statement of comprehensive loss. I. Loans from Related Party During fiscal years 2023 and 2022, the Company signed a Credit Facility Agreement with a related party. On the borrowing date of loans with related parties, the Company estimates the value of the benefit granted to it as the difference between the interest rate that the Company is required to pay to investors for the loans provided by them and the interest rate required to pay for similar unsecured loans to non-related parties. The value of the benefit was recorded within shareholders’ equity on the borrowing date. J. Convertible notes In accordance with ASC 480-10, “Accounting for Certain Financial instruments with Characteristics of both Liabilities and Equity inancial instruments that have characteristics of both liabilities and equity are classified as liabilities and are initially and subsequent to issuance measured at fair value, if at inception such instruments, in the predominant scenario, may be settled either by issuing a variable number of shares that in the aggregate provide a fixed monetary value, by issuing a variable number of shares that is inversely related to changes in the fair value of the Company’s share or by issuing a variable number of shares that is based on variations in an observable market or index, other than a market of index measured by reference to the fair value of the Company’s share. The Company issued convertible notes (see Note 7) to investors and related parties in 2022. Such convertible notes embodied a conditional obligation for the Company to issue a variable number of shares based on a fixed monetary amount known at inception and as such were classified as liabilities and were initially and subsequent to issuance measured at fair value. K. Warrants classification When the Company issues freestanding instruments, it first analyzes the provisions of the Financial Accounting Standards Board (“FASB”) ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging L. Warranty reserve The Company provides a one-year standard warranty for its products. The Company records a provision for the estimated cost to repair or replace products under warranty at the time of sale. Factors that affect the Company’s warranty reserve include the number of units sold, historical and anticipated rates of warranty repairs and the cost per repair. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. As of December 31, 2023 and December 31, 2022, the Company recorded under the other current liabilities line item a provision of $5,793 and $9,136 respectively. M. Stock based compensation The Company accounts for stock based compensation under ASC Topic 718, Compensation - Stock Compensation stock based stock options The Company recognizes compensation expenses for the value of its awards granted based on the graded -vesting method over the requisite service period for each separately vesting portion of the award. Forfeitures are accounted for as they occur. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s statements of comprehensive loss. The Black-Scholes option-pricing model requires the Company to make several assumptions, of which the most significant are the fair market value of the underlying ordinary shares, expected share price volatility and the expected option term. Expected volatility was calculated based on the implied volatilities from market comparisons of certain publicly traded companies that operate in the same industry as the Company. The expected option term represents the period of time that options granted are expected to be outstanding. The expected option term is determined based on the simplified method in accordance with Staff Accounting Bulletin No. 110, as adequate historical experience is not available to provide a reasonable estimate. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The assumptions used to determine the fair value of the stock based awards are management’s best estimates and involve inherent uncertainties and the application of judgment. N. Recently issued accounting pronouncements As an emerging growth company, the Jumpstart Our Business Startup Act of 2012 (the “JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The Company adopted the following accounting standards during the year: On January 1, 2023, the Company adopted ASU No. 2016-13, “ Financial Instruments – Credit Losses The following are accounting pronouncements that are not yet effective for the Company: In August 2020, FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40).” The amendments in this update affect entities that issue convertible instruments and/or contracts in an entity’s own equity. For convertible instruments, the instruments primarily affected are those issued with beneficial conversion features or cash conversion features because the accounting models for those specific features are removed. This ASU is effective for the Company starting on January 1, 2024. The Company does not believe that the adoption of this standard will have a material impact on the Company’s financial statements. In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280) In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – “ Improvements to Income Tax Disclosures O. Revenue recognition Revenue is recognized when (or as) control of the promised goods or services is transferred to the customer, and in an amount that reflects the consideration the Company is contractually due in exchange for those services or goods. The Company follows five steps to record revenue: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies its performance obligations. The Company’s revenues consist of sales of drone safety systems (“products”) with a one-year warranty, directly to system manufactures, resellers and an online store. The payments terms are usually an advance payment through a credit card, bank wire or 30 days credit upon delivery of the product for certain existing clients. The Company recognizes revenue from the sale of products at the point of time when control is transferred to its customers. Once the products have been physically delivered to the agreed location, the Company no longer has physical pos but has a present right to receive payment without retaining any significant risks or benefits. The products include warranties that require the Company to either replace or repair defective products during the warranty period if the products fail to comply with their described specifications. Such warranties are not accounted for as separate performance obligations and hence no revenue is allocated to them. Instead, a provision is made for the costs of satisfying the warranties. Q. Cost of sales Cost of sales consists primarily of expenses related to the purchase of materials of products sold, royalties, warranty costs, salary and related expenses. R. Research and development cost Research and development expenses consist primarily of payroll, payroll related expenses, subcontractors, and materials. Costs are expensed as incurred. S. Leases The Company accounts for leases in accordance with ASC 842 “ Leases . The Company has elected the practical expedient to include lease and non-lease components as a single lease component. Additionally, the Company has made a policy election not to recognize operating lease right-of- use assets and lease liabilities on leases with original terms of 12 months or less. Payments for variable lease costs are expensed as incurred and are not included in the operating lease ROU assets and lease liabilities. In accordance with ASC 360-10, management reviews operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows. If so indicated, an impairment loss would be recognized for the difference between the carrying amount of the asset and its fair value. U. Income taxes The Company accounts for income taxes in accordance with ASC 740 (Income Taxes) (“ASC 740”). Deferred taxes are determined utilizing the assets and liabilities method, which is based on the estimated future tax effects of the differences between the financial accounting and tax bases of assets and liabilities under the applicable tax laws. Deferred tax balances are computed using the tax rates expected to be in effect when those differences reverse. A valuation allowance in respect of deferred tax assets is provided if, based upon the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. As of December 31, 2023 and 2022, the Company recorded a full valuation allowance against its deferred tax assets. The Company applies ASC 740, which clarifies the accounting and reporting for uncertainties with respect to income taxes. ASC 740 prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. As of December 31, 2023 and 2022, no liability for uncertain tax positions were recorded. V. Severance pay Israeli labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. All of the Company’s employees are covered under Section 14 of the Severance Pay Law, 1963 (“Section 14”) Pursuant to Section 14, the Company’s employees are entitled to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments in accordance with Section 14 relieve the Company from any future severance payments in respect of those employees. W. Commitments and contingencies Liabilities for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized in accordance with ASC No. 450, “ Contingencies X. Basic and diluted loss per share Loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during Y. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 3 — OTHER CURRENT ASSETS: December 31 2023 2022 Governmental institutions 233,501 120,126 Prepaid expenses 349,632 59,415 Other current assets 68,427 - Total 651,560 179,541 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
INVENTORIES | NOTE 4 — INVENTORIES: December 31 2023 2022 Raw materials 261,192 284,028 Finished goods 3,276 20,791 Total 264,468 304,823 For the years ended December 31, 2023, 2022 and 2021, the Company wrote off inventory in the amount approximately $33 thousand, $12 thousand and $0 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | NOTE 5 — The Company had a two-year lease agreement for its office in Kiryat Ono, Israel that began in 2020, and was renewed in 2022 for an additional two years that ended in February 2024. The annual lease payment was approximately $50 thousand. In February 2024, the Company entered into a new lease agreement on different premises (see Note 16C) and extended the previous lease agreement by one month that ends in March 2024. As of December 31, 2023, the new operating lease had not commenced and was excluded from the tables below. The Company’s lease expenses were as follows: Year ended 2023 2022 2021 Lease expense $ 45,891 $ 47,425 $ 50,103 Other information related to operating leases as follows: December 31, 2023 2022 2021 Weighted-average remaining lease term — operating leases (years) 0.166 1.166 1.166 Weighted-average discount rate — operating leases (%) 6.00 6.00 6.00 Undiscounted maturities of operating lease payments are summarized as follows: December 31, 2024 $ 8,126 Total undiscounted cash flows $ 8,126 Less: imputed interest $ 583 Operating lease liabilities $ 7,543 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6 — PROPERTY AND EQUIPMENT, NET: Leasehold improvements Computers Furniture and office equipment R&D equipment Total Cost: Balance as of January 1, 2022 94,805 5,572 30,596 — 130,973 Additions during the year — 9,725 — — 9,725 Balance as of December 31, 2022 94,805 15,297 30,596 — 140,698 Additions during the year — 9,037 677 16,043 25,757 Balance as of December 31, 2023 94,805 24,334 31,273 16,043 166,455 Accumulated depreciation: Balance as of January 1, 2022 69,213 3,586 8,093 — 80,892 Additions during the year 14,216 1,774 2,505 — 18,495 Balance as of December 31, 2022 83,429 5,360 10,598 — 99,387 Additions during the year 9,490 4,026 2,548 1,023 17,087 Balance as of December 31, 2023 92,919 9,386 13,146 1,023 116,474 Net book value: As of December 31, 2023 1,886 14,948 18,127 15,020 49,981 As of December 31, 2022 11,376 9,937 19,998 — 41,311 |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes [Abstract] | |
CONVERTIBLE NOTES | NOTE 7 — CONVERTIBLE NOTES: In February, March and May 2022, the Company entered into certain SAFEs, as further amended in July 2023, with certain investors including related parties, officers and directors. As of December 31, 2022, the Company had received approximately $1,514,928 (such amount for each investor, the “Investment Amount”). The SAFEs provided for the conversion of the Investment Amount into the Company’s Ordinary Shares under certain circumstances: 1. Upon the occurrence of an initial public offering-event immediately prior to the closing of such initial public offering of the Company, the Investment Amount automatically converted into such number of Ordinary Shares and warrants, as applicable, issued in the initial public offering equal to the initial public offering price discounted by 25%. 2. Optional conversion following a written notice made at investor’s sole discretion equal to the purchase amount discounted by 20%. 3. In the event of liquidity event and dissolution event. 4. Mandatory conversion upon drop date — If the Investment Amount had not been converted prior to October 31, 2023 (the “Drop Date”), then on such Drop Date, the SAFE would have been automatically converted into such number of the most senior class of equity shares of the Company then outstanding, equal to, the Investment Amount, divided by the lowest price per share actually paid to the Company for such most senior class of equity shares of the Company then outstanding in an investment transaction by a third party on or after January 1, 2022, discounted by 20%. If such investment transaction did not occur by January 1, 2022, then the SAFE would have automatically converted into such number of the most senior class of equity shares of the Company then outstanding, equal to, the Investment Amount, divided by AUD3.313 (approximately $2.30) (subject to any customary adjustments for share splits and consolidations). As the conversion rate was not indexed to the Company’s share price, the Company accounted for the SAFEs as a liability which subsequently measured at fair value. On July 31, 2023, following the closing of the IPO, the aggregate amount of $1,514,928 received under the SAFE, was converted at a price equal to the IPO price discounted by 25%, into 504,976 Ordinary Shares of the Company. The Company recorded a finance expense of $504,976 for the year ended December 31, 2023 with respect to the change in the fair value of the SAFEs upon conversion. |
Other Accounts Payable
Other Accounts Payable | 12 Months Ended |
Dec. 31, 2023 | |
Other Accounts Payable [Abstract] | |
OTHER ACCOUNTS PAYABLE | NOTE 8 — OTHER ACCOUNTS PAYABLE: December 31 2023 2022 Employees, salaries and related liabilities 195,509 137,597 Advances from customers 201,762 185,002 Warranty provision 5,793 9,136 Accrued expenses 287,797 442,912 690,861 774,647 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders Equity Deficit [Abstract] | |
SHAREHOLDERS' EQUITY (DEFICIT) | NOTE 9 — SHAREHOLDERS’ EQUITY (DEFICIT): A. SHARE CAPITAL The Ordinary Shares entitle their holders: to receive notices of, and to attend, general meetings where each Ordinary Share shall have one vote for all purposes; to share distributions as may be declared by the Board of Directors of the Company and approved by the shareholders, if required; and, upon liquidation or dissolution — to participate in the distribution of the assets of the Company after payment of all debts and other liabilities of the Company, in accordance with the terms of the Company’s Articles of Association (the “Articles of Association”). In January 2024 the Company increased the number of authorized ordinary shares (See Note 16A). B. PRIVATE PLACEMENT On October 26, 2023, the Company entered into the PIPE with certain accredited investors for aggregate gross proceeds of approximately $5.1 million, before deducting fees to the placement agent and other expenses payable by the Company (the “issuance expenses”) of $975,811. The PIPE closed on October 30, 2023. As part of the PIPE, the Company issued an aggregate of (i) 1,136,364 Ordinary Shares, (ii) 3,500,000 pre-funded warrants each to purchase one Ordinary Share at an exercise price of $0.005 and, (iii) series B warrants convertible into an aggregate of up to 140,373 Ordinary Shares at an exercise price $0.005 (following the end of an adjustment period as further described below). The pre-funded warrants are exercisable as of December 31, 2023 and will not expire until exercised in full. Additionally, the Company issued 4,636,364 series A warrants each to purchase one Ordinary Share at an exercise price of $1.10 per Ordinary Share (subject to customary adjustments and certain anti-dilution adjustments), and were immediately exercisable for a period of 5.5 years from the date of issuance. The number of Ordinary Shares issuable under the series B warrant was initially subject to an adjustment determined by the trading price of the Ordinary Shares following the effectiveness of a resale registration statement (the “Resale Registration Statement”) (see below) that the Company undertook to file, subject to a pricing floor of $0.50 per Ordinary Share, such that the maximum number of Ordinary Shares underlying the series B warrants would have been be an aggregate of 5,563,638 shares. Following the effectiveness of the Resale Registration Statement, on December 14, 2023, the number of Ordinary Shares underlying the series B warrants was adjusted to an aggregate of 140,373 Shares. Subsequent to such adjustment, the series B warrants have substantially the same terms as the pre-funded warrants. During December 2023, certain warrant holders exercised 2,894,548 pre-funded warrants and 8,257 series B warrants via a cashless exercise mechanism for which they received 2,876,957 and 8,217 Ordinary Shares respectively. As of December 31, 2023, the remaining outstanding pre-funded, series A and series B warrants were 605,452, 4,636,364 and 132,116, respectively. The series A warrants have certain features that preclude equity classification; therefore, the series A warrants were accounted for as derivate warrant liabilities recorded at fair value (See note 11A). The PIPE proceeds were first allocated to the derivative warrant liabilities based on its fair value of $1,287,173 at the date of issuance with the remaining proceeds allocated to the equity instruments in the amount of $3,795,338, prior to the allocation of issuance expenses ($3,066,656 net of issuance expenses). The Company expensed a portion of the issuance expenses attributable to the derivative warrant liabilities. Such portion which amounted to $247,129 was determined based on the proportion of the fair value of the derivative warrant liabilities on the issuance date to gross proceeds from the PIPE and recorded in the statement of comprehensive loss for the year ended December 31, 2023. C. IPO On July 31, 2023, the Company issued and sold in connection with the closing of the IPO 1,950,000 Ordinary Shares at a price to the public of $4.00 per share. In addition, the Company granted the underwriters a 45-day option to purchase up to 292,500 additional ordinary shares at the initial price to the public, less underwriting discounts and commissions, to cover over-allotments. The 45-day option was not exercised by the underwriters. In connection with the IPO, the Company received gross proceeds of approximately $7.8 million before deducting underwriting discounts and commissions and before offering expenses ($5.8 million net proceeds after deducting approximately $0.8 million of underwriting discounts and commissions and approximately $1.2 million of other offering costs). The Ordinary Shares were approved for listing on the Nasdaq Capital Market and commenced trading under the symbol “PRZO” on July 27, 2023. In connection with the closing of the IPO, the following transactions took place: 1) All of the SAFEs representing an aggregate amount of $1,514,928 were converted into 504,976 Ordinary Shares of the Company. The fair value of the SAFEs prior to the conversion was $2,019,904. See Note 7 above. 2) The Company issued warrants to the underwriters to purchase up to an aggregate of 97,500 Ordinary Shares at an exercise price of $5.00 per share, exercisable during the five-year period commencing on the date that is six months from July 31, 2023. The fair value of the warrants issued to the underwriters of $93,600 was accounted for as an issuance cost charged to equity. 3) The Company repaid the used credit facility received from a related party in an aggregate amount of $745 thousand 4) During 2022, the Company entered into a consulting agreement with two consultants by which the Company would issue 179,510 warrants to each consultant upon the consummation of a qualified equity transaction. Each whole warrant would be exercisable to purchase one Ordinary Share of the Company, at an exercise price equal to the par value of the Company’s Ordinary Shares (NIS 0.02 or approximately $0.00555 per Ordinary Share), which may be paid also via cashless exercise at any time after the six-month anniversary of the grant date exercisable until August 9, 2028. The warrants were issued upon the consummation of the IPO and were fully vested on the issuance date and are exercisable at any time and from time to time, in whole or in part for a period of five years from the date of their grant. Considering the de-minimis exercise price, the fair values of the warrants were determined, taking into consideration the ordinary share price on the grant date and likelihood of attaining the performance condition. The total grant date fair value of the warrants was $387,660 thousand which was fully expensed upon the completion of the IPO. Total stock-based compensation expenses for the period ended December 31, 2022 was $91,377 of which $39,091 was capitalized within deferred initial public offering cost. For the year ended December 31, 2023, the Company incurred $296,283 of stock-based compensation expenses that was recorded as an issuance cost within shareholders’ equity net of the IPO proceeds. 5) The Company issued to its advisor 144,606 warrants, with each whole warrant exercisable for one Ordinary Share . Each whole warrant is exercisable to purchase one Ordinary Share of the Company, which may be paid also via cashless exercise at any time after the six-month anniversary of the grant date, D E F G H. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 10 — STOCK-BASED COMPENSATION: The Company’s Global Share Incentive Plan (2022) (the “Plan”) was adopted by Company’s Board of Directors on March 28, 2022. The Plan provides for the grant of options to purchase Ordinary Shares, restricted share units representing Ordinary Shares and Ordinary Shares (collectively, the “Awards”) to the Company’s employees, officers, directors, advisors and consultants in order to promote a close identity of interests between those individuals and us. The total number of Ordinary Shares reserved for issuance under the Plan is 610,156 Ordinary Shares. As of the date of this report, 243,984 Ordinary Shares remain available for future awards under the Plan. Ordinary Shares subject to Awards granted under the Plan that expire, are forfeited or otherwise terminated without having been exercised in full will become available again for future grant under the Plan. On September 20, 2023, the Company’s Board of Directors approved the grant of an aggregate of 366,172 options to purchase Ordinary Shares to certain employees and directors. Options granted to certain officers and directors require shareholder approval which was obtained in a shareholder general meeting on November 2, 2023. The exercise price of such options is $1.275 per Ordinary Share, exercisable for a period of 5 years from the grant date. Such options vest over four A summary of the stock option activity for the year ended December 31, 2023 is as follows: Number of Weighted Options outstanding as of December 31, 2022 - Granted 366,172 $ 1.275 Options outstanding as of December 31, 2023 366,172 $ 1.275 Options exercisable as of December 31, 2023 - $ - As of December 31, 2023, the weighted-average remaining contractual life of the outstanding options were 4.7 years. The Company used the Black-Scholes option-pricing model to determine the fair value of options granted during 2023. The following assumptions were applied in determining the options’ fair value on their grant date: 2023 Risk-free interest rate 4.51%-4.67% Expected option term (years) 3.8-5 Expected share price volatility 61.1%-66.3 % Dividend yield - As of December 31, 2023, the Company had 366,172 unvested options. As of December 31, 2023, the unrecognized compensation cost related to all unvested options of $197,384 is expected to be recognized as an expense on a straight-line basis over a weighted-average period of 3.8 years. The intrinsic value of the options expected to vest as of December 31, 2023 was $0. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants [Abstract] | |
WARRANTS | NOTE 11 —WARRANTS: A. Derivatives warrant liabilities As part of the PIPE the Company issued to accredited investors Units each consisting of (i) one Ordinary Share or pre-funded warrant, (ii) one series A warrant and (iii) one series B warrant, see Note 9B above. The terms of the series A warrants issued include certain features that preclude equity classification; therefore, they were classified as liabilities with changes in fair value recognized in profit or loss. Additionally, the terms include a cashless exercise provision and repricing provisions, under certain circumstances. The fair value of the series A warrants issued in the PIPE at the time of the initial closing, which took place on October 30, 2023, and on December 31, 2023, was calculated by an independent valuation expert, performing numerous iterations using the Black–Scholes option price model, based on a probability of a down round protection adjustment event and using the following assumptions: October 30, December 31, Expected volatility (%) 55.95%-59.37% 55.08%-60.24 Risk-free interest rate (%) 4.78%-4.99% 3.85%-4.05% Expected Life (years) 2-5 2-5 Value per share $0.59 $0.71 Exercise price (U.S. dollars per share) $1.1 $1.1 The following table sets forth the fair value changes of the series A warrants during the year ended December 31, 2023: Balance as of December 31, 2022 - Initial measurement 1,287,173 Change in fair value 277,600 Balance as of December 31, 2023 1,564,773 B. Equity warrant Warrants issued as part of the Delta Drone transaction with the Former Parent Company and upon the IPO completion: Issuance date In connection with No. of Exercise No. of 2022* Delta Drone Warrants 111,261 $ 4.00 111,261 2023** IPO Underwriter Warrants 97,500 $ 5.00 97,500 2023*** IPO Consultants Warrants 359,020 $ 0.00555 359,020 2023**** IPO Consultants Warrants 144,606 $ 1.275 144,606 * see Note 12B ** see Note 9C2) *** see Note 9C4) **** see Note 9C5) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 — COMMITMENTS AND CONTINGENCIES: A. Israel Innovation Authority: The Company has received royalty-bearing grants from the Israel Innovation Authority (the “IIA”), for approved research and development projects. The programs include grants for: wages, materials, subcontractors and miscellaneous. The Company is required to pay royalties at the rate of 3%-3.5% depending on meeting certain conditions on sales of the products developed with the funds provided by the IIA, up to an amount equal to 300% of the IIA research and development grant received, depending upon the manufacturing volume that is performed outside of Israel, indexed to the U.S. dollar and bearing interest., Until December 31, 2023, the interest was calculated at a rate based on an annual application of the London Interbank Offered Rate, or the LIBOR, applicable to U.S. dollar deposits, however, pursuant to the latest IIA regulations, as of January 1, 2024, IIA grants received after June 30, 2017, shall bear interest calculated at a rate based on an annual application of the SOFR, or at an alternative rate published by the Bank of Israel, plus approximately 0.72%. indexed to the dollar including accrued interest at the SOFR rate. As of December 31, 2019, the research and development projects funded by the IIA were completed. The total amount of the IIA grant received was $748 thousand. As of December 31, 2023, the maximum obligation with respect to the grants received from the IIA, including accrued interest, contingent upon entitled future sales, is $613 thousand. revenues recorded between the years 2019-2023, of the products developed with the funds provided by the IIA. When a company develops know-how, technology or products using IIA grants, the terms of these grants and the Research Law restrict the transfer of such know-how, and the transfer of manufacturing or manufacturing rights of such products, technologies or know-how outside of Israel, without the prior approval of the IIA. Therefore, the discretionary approval of an IIA committee would be required for any transfer to third parties inside or outside of Israel of know-how or manufacturing or manufacturing rights related to those aspects of such technologies. There is no certainty that the Company would obtain such approvals B. Former Parent Company On January 28, 2022, the Former Parent Company announced it had entered into a binding agreement with a consortium of investors led by Medigus and facilitated by Israeli venture capital firm L.I.A. Pure Capital Ltd (“Pure Capital”), for the sale of 100% of the share capital of the Company for a total consideration of Australian Dollar (“AUD”) 6 million (approximately $4.2 million) in cash (the “Acquisition”), and all outstanding liabilities between the Company and the Former Parent Company were converted into equity immediately prior to the closing of the Acquisition. On February 2, 2022 (the “Issue Date”), the Company issued to the Former Parent Company a warrant to purchase 111,261 Ordinary Shares. The exercise price of such warrant is (A) if a Trigger Event (defined below) occurs, the price per Company Ordinary Shares in the IPO, or, (B) if a Trigger Event has not occurred, US $2.7797 per each Company Ordinary Shares, reflecting a pre-money valuation of US $10,000,000 on a fully diluted as-converted basis as of the Issue Date. Further, (A) if an IPO of the Company occurs before the fifth anniversary of the Issue Date, then the warrant shall expire after the lapse of 90 days from the earlier of (“Trigger Event”): (i) the fifth anniversary of the Issue Date; or (ii) the price per each Company Ordinary Shares has increased by at least 50% compared to the listing price per Company Ordinary Shares as part of the IPO (to be determined based upon one-calendar-month volume weighted average price); and (B) if no IPO of the Company occurs before the lapse of the fifth anniversary of the Issue Date, then the warrant shall expire after the lapse of 12 months from the fifth anniversary of the Issue Date. As of December 31, 2023, following the closing of the IPO, the number of the outstanding warrants is 111,261 with an exercise price of $4.00 per ordinary share and expiration date of no later than July 31, 2028. |
Loan from Related Party
Loan from Related Party | 12 Months Ended |
Dec. 31, 2023 | |
Loan from Related Party [Abstract] | |
LOAN FROM RELATED PARTY | NOTE 13 — LOAN FROM RELATED PARTY: In August 2022, the Company received a $250 thousand loan from Medigus bearing an interest rate of 8% per annum, to be repaid upon the earlier of (i) August 4, 2024, (ii) the date the Company closes an equity financing round, which would include IPO, (iii) the date on which the Company will receive a bank financing or (iv) the occurrence of certain events of default. On October 30, 2022, the Company terminated the Medigus Loan and repaid the balance of $250 thousand plus the accrued interest ($4,876), in accordance with the loan agreement. On October 30, 2022, the Company entered into the Credit Facility Agreement with Medigus to borrow from time to time amounts from Medigus for the purposes of financing the ongoing activities and the payment of certain expenses in connection with the IPO Pursuant to the Credit Facility Agreement, as of October 30, 2022, Medigus made available to the Company credit facility with an aggregate initial amount of up to $625 thousand. On June 26, 2023, the Company amended the Credit Facility Agreement with Medigus to increase the amount of the Credit Facility to up to $745 thousand. As of December 31, 2022, and June 30, 2023, the Company received from Medigus $500 thousand and $745 thousand, respectively. The Credit Facility bears no interest, and the outstanding credit shall be due and payable on the earlier of (i) one year from the date of the Credit Facility Agreement (The Company may extend such time by up to six months), (ii) the closing of the Company’s IPO or (iii) the occurrence of certain events of default. If the outstanding credit is repaid in connection with the closing of the Company’s IPO, the Company will be obligated to make a one-time payment of an additional $40,000 to Medigus. On the borrowing date, the Company estimated the value of the benefit received based on the interest rate that the Company would be required to pay for similar unsecured loans to non-related parties. The value of the benefit was recorded within shareholders’ equity on each borrowing date. The accumulated interest expenses calculated as of December 31, 2023 and December 31, 2022 in the amount of $7,073 and $10,396 respectively, were charged to finance expenses. The used credit facility in an aggregate amount of $745 thousand was fully repaid in August 2023, following the closing of the IPO. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 14 — INCOME TAXES: A Corporate tax rate: The standard tax rate in Israel was 23% during the years ended December 31, 2023, 2022 and 2021. Tax assessments of the Company through tax year 2017 B. Deferred tax assets and liabilities: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred taxes are computed using the standard tax rates of 23%. Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2023 2022 Net operating loss carry forward $ 3,612,947 $ 2,693,459 Research and development expenses 145,249 135,367 Provision for warranty 1,332 2,101 Provision for vacation and convalescence 17,459 15,799 Issuance cost 81,010 86,464 Total deferred tax assets 3,857,998 2,933,190 Less - valuation allowance (3,857,998 ) (2,933,190 ) Net deferred tax assets $ - $ - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences or carry-forwards are deductible. Based on the level of historical taxable losses, management has recorded a full valuation allowance on its deferred tax assets. C As of December 31, 2023 and December 31, 2022, the operating loss carry-forwards amounted to approximately $15.7 million and $12.7 million, respectively. Operating losses in Israel may be carried forward indefinitely to offset against future taxable operational income. D. Reconciliation of the theoretical tax expense to actual tax expense: The main reconciling item between the statutory tax rate of the Company and the effective rate is the provision for a full valuation allowance in respect of tax benefits from carry forward tax losses due to the uncertainty of the realization of such tax benefits (see above). |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Transactions with Related Parties [Abstract] | |
TRANSACTIONS WITH RELATED PARTIES | NOTE 15 — TRANSACTIONS WITH RELATED PARTIES: A. B. C. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 — SUBSEQUENT EVENTS: A B. C. The monthly aggregate rental payment is NIS 71,000 plus VAT, as required under Israeli law. At the end of the term, the Company has an option to extend the lease for additional three years. In addition, the Company |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Use of estimates | A. Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as to disclose contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting years. On an ongoing basis, management evaluates its estimates, judgments and assumptions. Management bases its estimates, judgments and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. |
Functional and foreign currency | B. Functional and foreign currency The financial statements of the Company are prepared in U.S. dollars (the functional currency), which is the currency of the primary economic environment in which the entity operates. The Company has funded its operations to date through financing mainly denominated in U.S. dollars and majority of the Company’s revenues during the years ended December 31, 2023, 2022 and 2021 were denominated in U.S. dollars. Transactions and balances that are denominated in currencies other than U.S. dollars have been remeasured into U.S. dollars in accordance with principles set forth in Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters. Monetary assets and liabilities denominated in New Israeli Shekel (“NIS”) are remeasured into U.S. dollars at the end of each reporting period using the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are measured at historical rates. Foreign currency transaction gains or losses are recorded in the statements of comprehensive loss as financing income or expenses, as appropriate. |
Cash and cash equivalents | C. Cash and cash equivalents Cash and cash equivalents consist of cash and bank deposits with insignificant interest rate risk and original maturities of three months or less. |
Trade receivables | D. Trade receivables Trade receivables are initially recognized at the invoiced amount less an allowance for estimated losses, if identified. |
Inventories | E. Inventories The cost of inventories comprises all costs of purchase, and other costs incurred in bringing the inventories to their present location and condition. Inventories are stated at the lower of cost, determined by the first-in, first-out method, or market based on net realizable value. Inventories are adjusted for estimated excess and obsolescence and written down to net realizable value based upon estimates of future demand, technology developments, and market conditions. |
Property and equipment, net | F. Property and equipment, net Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis, over the useful lives of the assets at annual rates as follows: Years Computers 3-7 Research and Development equipment 6-7 Furniture and office equipment 17 Leasehold improvements Shorter of economic life or remaining lease term Depreciation expense was $17,087, $18,495, and $17,627 for the years ended December 31, 2023, 2022, and 2021, respectively. |
Fair value measurement | G. Fair value measurement The Company measures and discloses fair value in accordance with the Financial Accounting Standards Board (“FASB”), ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair-value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 — unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Level 2 — pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3 — pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Level 3 inputs are considered as the lowest priority within the fair value hierarchy. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The carrying amounts of cash and cash equivalents, trade receivables, other current assets, trade payables and other account payables approximate their fair value due to the short-term maturity of such instruments. The Company’s financial liabilities measured at fair value on a recurring basis consisted of derivative warrant liabilities as of December 31, 2023 (level 3) and convertible notes as of December 31, 2022 (level 2). |
Initial public offering costs | H. Initial public offering costs The Company capitalized certain legal, professional accounting and other third-party fees that were direct and incremental fees associated with new securities to be issued in the IPO, as deferred initial public offering costs in the balance sheet. Following the completion of the IPO, deferred initial public offering costs were recorded in stockholders’ equity as a reduction from gross proceeds within additional paid-in capital. Fees attributable to the resale of existing securities that were offered together with newly issued shares in the IPO were recognized as initial public offering expenses within the statement of comprehensive loss. As of December 31, 2023 and December 31, 2022, the Company recognized initial public offering expenses of $345,925 and $389,396 respectively, within the statement of comprehensive loss. |
Loans from Related Party | I. Loans from Related Party During fiscal years 2023 and 2022, the Company signed a Credit Facility Agreement with a related party. On the borrowing date of loans with related parties, the Company estimates the value of the benefit granted to it as the difference between the interest rate that the Company is required to pay to investors for the loans provided by them and the interest rate required to pay for similar unsecured loans to non-related parties. The value of the benefit was recorded within shareholders’ equity on the borrowing date. |
Convertible notes | J. Convertible notesIn accordance with ASC 480-10, “Accounting for Certain Financial instruments with Characteristics of both Liabilities and Equity”, financial instruments that have characteristics of both liabilities and equity are classified as liabilities and are initially and subsequent to issuance measured at fair value, if at inception such instruments, in the predominant scenario, may be settled either by issuing a variable number of shares that in the aggregate provide a fixed monetary value, by issuing a variable number of shares that is inversely related to changes in the fair value of the Company’s share or by issuing a variable number of shares that is based on variations in an observable market or index, other than a market of index measured by reference to the fair value of the Company’s share.The Company issued convertible notes (see Note 7) to investors and related parties in 2022. Such convertible notes embodied a conditional obligation for the Company to issue a variable number of shares based on a fixed monetary amount known at inception and as such were classified as liabilities and were initially and subsequent to issuance measured at fair value. |
Warrants classification | K. Warrants classification When the Company issues freestanding instruments, it first analyzes the provisions of the Financial Accounting Standards Board (“FASB”) ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) in order to determine whether the instrument should be classified as a liability, with subsequent changes in fair value recognized in the statements of comprehensive loss in each period. If the instrument is not within the scope of ASC 480, the Company further analyzes the provisions of FASB ASC Topic 815, Derivatives and Hedging (“ASC 815-40”) in order to determine whether the instrument is considered indexed to the entity’s own stock, and qualifies for classification within equity. If the provisions of ASC 815-40 for equity classification are not met, the instrument is classified as a liability, with subsequent changes in fair value recognized in the statements of comprehensive loss in each period. |
Warranty reserve | L. Warranty reserveThe Company provides a one-year standard warranty for its products. The Company records a provision for the estimated cost to repair or replace products under warranty at the time of sale. Factors that affect the Company’s warranty reserve include the number of units sold, historical and anticipated rates of warranty repairs and the cost per repair. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. As of December 31, 2023 and December 31, 2022, the Company recorded under the other current liabilities line item a provision of $5,793 and $9,136 respectively. |
Stock based compensation | M. Stock based compensation The Company accounts for stock based compensation under ASC Topic 718, Compensation - Stock Compensation stock based stock options The Company recognizes compensation expenses for the value of its awards granted based on the graded -vesting method over the requisite service period for each separately vesting portion of the award. Forfeitures are accounted for as they occur. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s statements of comprehensive loss. The Black-Scholes option-pricing model requires the Company to make several assumptions, of which the most significant are the fair market value of the underlying ordinary shares, expected share price volatility and the expected option term. Expected volatility was calculated based on the implied volatilities from market comparisons of certain publicly traded companies that operate in the same industry as the Company. The expected option term represents the period of time that options granted are expected to be outstanding. The expected option term is determined based on the simplified method in accordance with Staff Accounting Bulletin No. 110, as adequate historical experience is not available to provide a reasonable estimate. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The assumptions used to determine the fair value of the stock based awards are management’s best estimates and involve inherent uncertainties and the application of judgment. |
Recently issued accounting pronouncements | N. Recently issued accounting pronouncements As an emerging growth company, the Jumpstart Our Business Startup Act of 2012 (the “JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The Company adopted the following accounting standards during the year: On January 1, 2023, the Company adopted ASU No. 2016-13, “ Financial Instruments – Credit Losses The following are accounting pronouncements that are not yet effective for the Company: In August 2020, FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40).” The amendments in this update affect entities that issue convertible instruments and/or contracts in an entity’s own equity. For convertible instruments, the instruments primarily affected are those issued with beneficial conversion features or cash conversion features because the accounting models for those specific features are removed. This ASU is effective for the Company starting on January 1, 2024. The Company does not believe that the adoption of this standard will have a material impact on the Company’s financial statements. In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280) In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – “ Improvements to Income Tax Disclosures |
Revenue recognition | O. Revenue recognition Revenue is recognized when (or as) control of the promised goods or services is transferred to the customer, and in an amount that reflects the consideration the Company is contractually due in exchange for those services or goods. The Company follows five steps to record revenue: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies its performance obligations. The Company’s revenues consist of sales of drone safety systems (“products”) with a one-year warranty, directly to system manufactures, resellers and an online store. The payments terms are usually an advance payment through a credit card, bank wire or 30 days credit upon delivery of the product for certain existing clients. The Company recognizes revenue from the sale of products at the point of time when control is transferred to its customers. Once the products have been physically delivered to the agreed location, the Company no longer has physical pos but has a present right to receive payment without retaining any significant risks or benefits. The products include warranties that require the Company to either replace or repair defective products during the warranty period if the products fail to comply with their described specifications. Such warranties are not accounted for as separate performance obligations and hence no revenue is allocated to them. Instead, a provision is made for the costs of satisfying the warranties. |
Cost of sales | Q. Cost of sales Cost of sales consists primarily of expenses related to the purchase of materials of products sold, royalties, warranty costs, salary and related expenses. |
Research and development cost | R. Research and development cost Research and development expenses consist primarily of payroll, payroll related expenses, subcontractors, and materials. Costs are expensed as incurred. |
Leases | S. Leases The Company accounts for leases in accordance with ASC 842 “ Leases . The Company has elected the practical expedient to include lease and non-lease components as a single lease component. Additionally, the Company has made a policy election not to recognize operating lease right-of- use assets and lease liabilities on leases with original terms of 12 months or less. Payments for variable lease costs are expensed as incurred and are not included in the operating lease ROU assets and lease liabilities. In accordance with ASC 360-10, management reviews operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows. If so indicated, an impairment loss would be recognized for the difference between the carrying amount of the asset and its fair value. |
Income taxes | U. Income taxes The Company accounts for income taxes in accordance with ASC 740 (Income Taxes) (“ASC 740”). Deferred taxes are determined utilizing the assets and liabilities method, which is based on the estimated future tax effects of the differences between the financial accounting and tax bases of assets and liabilities under the applicable tax laws. Deferred tax balances are computed using the tax rates expected to be in effect when those differences reverse. A valuation allowance in respect of deferred tax assets is provided if, based upon the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. As of December 31, 2023 and 2022, the Company recorded a full valuation allowance against its deferred tax assets. The Company applies ASC 740, which clarifies the accounting and reporting for uncertainties with respect to income taxes. ASC 740 prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. As of December 31, 2023 and 2022, no liability for uncertain tax positions were recorded. |
Severance pay | V. Severance payIsraeli labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. All of the Company’s employees are covered under Section 14 of the Severance Pay Law, 1963 (“Section 14”). Pursuant to Section 14, the Company’s employees are entitled to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments in accordance with Section 14 relieve the Company from any future severance payments in respect of those employees. |
Commitments and contingencies | W. Commitments and contingencies Liabilities for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized in accordance with ASC No. 450, “ Contingencies |
Basic and diluted loss per share | X. Basic and diluted loss per share Loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during |
Concentration of Credit Risk | Y. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Property and Equipment, Net | Depreciation is calculated on a straight-line basis, over the useful lives of the assets at annual rates as follows: Years Computers 3-7 Research and Development equipment 6-7 Furniture and office equipment 17 Leasehold improvements Shorter of economic life or remaining lease term |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Assets [Abstract] | |
Schedule of Other Current Assets | December 31 2023 2022 Governmental institutions 233,501 120,126 Prepaid expenses 349,632 59,415 Other current assets 68,427 - Total 651,560 179,541 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
Schedule of Inventories | December 31 2023 2022 Raw materials 261,192 284,028 Finished goods 3,276 20,791 Total 264,468 304,823 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Expenses | The Company’s lease expenses were as follows: Year ended 2023 2022 2021 Lease expense $ 45,891 $ 47,425 $ 50,103 |
Schedule of Other Information Related to Operating Leases | Other information related to operating leases as follows: December 31, 2023 2022 2021 Weighted-average remaining lease term — operating leases (years) 0.166 1.166 1.166 Weighted-average discount rate — operating leases (%) 6.00 6.00 6.00 |
Schedule of Undiscounted Maturities of Operating Lease Payments | Undiscounted maturities of operating lease payments are summarized as follows: December 31, 2024 $ 8,126 Total undiscounted cash flows $ 8,126 Less: imputed interest $ 583 Operating lease liabilities $ 7,543 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment, Net | Leasehold improvements Computers Furniture and office equipment R&D equipment Total Cost: Balance as of January 1, 2022 94,805 5,572 30,596 — 130,973 Additions during the year — 9,725 — — 9,725 Balance as of December 31, 2022 94,805 15,297 30,596 — 140,698 Additions during the year — 9,037 677 16,043 25,757 Balance as of December 31, 2023 94,805 24,334 31,273 16,043 166,455 Accumulated depreciation: Balance as of January 1, 2022 69,213 3,586 8,093 — 80,892 Additions during the year 14,216 1,774 2,505 — 18,495 Balance as of December 31, 2022 83,429 5,360 10,598 — 99,387 Additions during the year 9,490 4,026 2,548 1,023 17,087 Balance as of December 31, 2023 92,919 9,386 13,146 1,023 116,474 Net book value: As of December 31, 2023 1,886 14,948 18,127 15,020 49,981 As of December 31, 2022 11,376 9,937 19,998 — 41,311 |
Other Accounts Payable (Tables)
Other Accounts Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Accounts Payable [Abstract] | |
Schedule of Other Accounts Payable | December 31 2023 2022 Employees, salaries and related liabilities 195,509 137,597 Advances from customers 201,762 185,002 Warranty provision 5,793 9,136 Accrued expenses 287,797 442,912 690,861 774,647 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation [Abstract] | |
Schedule of Stock Option Activity | A summary of the stock option activity for the year ended December 31, 2023 is as follows: Number of Weighted Options outstanding as of December 31, 2022 - Granted 366,172 $ 1.275 Options outstanding as of December 31, 2023 366,172 $ 1.275 Options exercisable as of December 31, 2023 - $ - |
Schedule of Grand Date Fair Value of Options Granted | The Company used the Black-Scholes option-pricing model to determine the fair value of options granted during 2023. The following assumptions were applied in determining the options’ fair value on their grant date: 2023 Risk-free interest rate 4.51%-4.67% Expected option term (years) 3.8-5 Expected share price volatility 61.1%-66.3 % Dividend yield - |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants [Abstract] | |
Schedule of Fair Value of Series A Warrants Issued Performing Numerous Iterations Using Black–Scholes Option Price Model | The fair value of the series A warrants issued in the PIPE at the time of the initial closing, which took place on October 30, 2023, and on December 31, 2023, was calculated by an independent valuation expert, performing numerous iterations using the Black–Scholes option price model, based on a probability of a down round protection adjustment event and using the following assumptions: October 30, December 31, Expected volatility (%) 55.95%-59.37% 55.08%-60.24 Risk-free interest rate (%) 4.78%-4.99% 3.85%-4.05% Expected Life (years) 2-5 2-5 Value per share $0.59 $0.71 Exercise price (U.S. dollars per share) $1.1 $1.1 |
Schedule of Fair Value Changes of the Series A Warrants | The following table sets forth the fair value changes of the series A warrants during the year ended December 31, 2023: Balance as of December 31, 2022 - Initial measurement 1,287,173 Change in fair value 277,600 Balance as of December 31, 2023 1,564,773 |
Schedule of Warrants Issued | Warrants issued as part of the Delta Drone transaction with the Former Parent Company and upon the IPO completion: Issuance date In connection with No. of Exercise No. of 2022* Delta Drone Warrants 111,261 $ 4.00 111,261 2023** IPO Underwriter Warrants 97,500 $ 5.00 97,500 2023*** IPO Consultants Warrants 359,020 $ 0.00555 359,020 2023**** IPO Consultants Warrants 144,606 $ 1.275 144,606 * see Note 12B ** see Note 9C2) *** see Note 9C4) **** see Note 9C5) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Company’s Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2023 2022 Net operating loss carry forward $ 3,612,947 $ 2,693,459 Research and development expenses 145,249 135,367 Provision for warranty 1,332 2,101 Provision for vacation and convalescence 17,459 15,799 Issuance cost 81,010 86,464 Total deferred tax assets 3,857,998 2,933,190 Less - valuation allowance (3,857,998 ) (2,933,190 ) Net deferred tax assets $ - $ - |
General (Details)
General (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Oct. 30, 2023 | Jul. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
General [Line Items] | |||||||
Accumulated losses (in Dollars) | $ (18,423,057) | $ (14,651,678) | |||||
Shareholders’ equity (in Dollars) | $ 6,105,058 | (1,641,930) | $ (6,616,292) | $ (6,000,911) | |||
Accumulated deficit (in Dollars) | (1,600,000) | ||||||
Simple agreements for future equity (in Dollars) | $ 1,515,000 | ||||||
Gross proceeds (in Dollars) | $ 5,100,000 | $ 7,800,000 | |||||
Number of warrants issued | 3,500,000 | ||||||
Purchase of ordinary shares | 1 | ||||||
Cashless exercise | 8,257 | ||||||
Investors received | 2,876,957 | ||||||
IPO [Member] | |||||||
General [Line Items] | |||||||
Gross proceeds (in Dollars) | $ 5,100,000 | $ 7,800,000 | |||||
Shares issue and sold | 1,950,000 | ||||||
Ordinary shares issued | 179,510 | ||||||
Pre-funded warrants | 111,261 | ||||||
Pre-Funded Warrants [Member] | |||||||
General [Line Items] | |||||||
Pre-funded warrants | 605,452 | ||||||
Ordinary Shares [Member] | |||||||
General [Line Items] | |||||||
Shares issue and sold | 1,136,364 | ||||||
Series A warrants [Member] | |||||||
General [Line Items] | |||||||
Number of warrants issued | 4,636,364 | ||||||
Pre-funded warrants | 4,636,364 | ||||||
Series B warrants [Member] | |||||||
General [Line Items] | |||||||
Number of warrants issued | 140,373 | ||||||
Ordinary shares issued | 8,217 | ||||||
Pre-funded warrants | 132,116 | ||||||
Warrant [Member] | |||||||
General [Line Items] | |||||||
Pre-funded warrants exercised shares | 2,894,548 | ||||||
Credit Facility Agreement [Member] | |||||||
General [Line Items] | |||||||
Aggregate initial amount (in Dollars) | $ 745,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | |||
Depreciation expense | $ 17,087 | $ 18,495 | $ 17,627 |
Prospective initial public offering expenses | 345,925 | 389,396 | |
Other accounts payable warranty provision | $ 5,793 | $ 9,136 | |
Employee Severance [Member] | |||
Significant Accounting Policies [Line Items] | |||
Employees monthly deposits rate | 8.33% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Computers [Member] | Minimum [Member] | |
Schedule of Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 3 years |
Computers [Member] | Maximum [Member] | |
Schedule of Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 7 years |
Research and Development Equipment [Member] | Minimum [Member] | |
Schedule of Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 6 years |
Research and Development Equipment [Member] | Maximum [Member] | |
Schedule of Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 7 years |
Furniture and Office Equipment [Member] | |
Schedule of Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 17 years |
Leasehold Improvements [Member] | |
Schedule of Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Shorter of economic life or remaining lease term |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of Other Current Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Other Accounts Receivable [Abstract] | ||
Governmental institutions | $ 233,501 | $ 120,126 |
Prepaid expenses | 349,632 | 59,415 |
Other current assets | 68,427 | |
Total | $ 651,560 | $ 179,541 |
Inventories (Details)
Inventories (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventories [Abstract] | |||
Wrote off inventory | $ 33,360 | $ 12,387 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Inventories [Abstract] | ||
Raw materials | $ 261,192 | $ 284,028 |
Finished goods | 3,276 | 20,791 |
Total | $ 264,468 | $ 304,823 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 31, 2024 | Feb. 29, 2024 | |
Lease [Line Items] | |||
Lease payment | $ 50 | ||
Forecast [Member] | |||
Lease [Line Items] | |||
Lease agreement | 1 month | 2 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Lease Expenses - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Company’s Lease Expenses [Abstract] | |||
Lease expense | $ 45,891 | $ 47,425 | $ 50,103 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Other Information Related to Operating Leases | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Other Information Related to Operating Leases [Abstract] | |||
Weighted-average remaining lease term — operating leases | 1 month 30 days | 1 year 1 month 30 days | 1 year 1 month 30 days |
Weighted-average discount rate — operating leases | 6% | 6% | 6% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Undiscounted Maturities of Operating Lease Payments - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Undiscounted Maturities of Operating Lease Payments [Abstract] | ||
2024 | $ 8,126 | |
Total undiscounted cash flows | 8,126 | |
Less: imputed interest | 583 | |
Operating lease liabilities | $ 7,543 | $ 45,097 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cost [Member] | ||
Cost: | ||
Cost, Begining Balance | $ 140,698 | $ 130,973 |
Cost, Additions during the year | 25,757 | 9,725 |
Cost, Ending Balance | 166,455 | 140,698 |
Accumulated depreciation [Member] | ||
Accumulated depreciation: | ||
Accumulated depreciation, Begining Balance | 99,387 | 80,892 |
Accumulated depreciation, Addition | 17,087 | 18,495 |
Accumulated depreciation, Ending Balance | 116,474 | 99,387 |
Net Book Value [Member] | ||
Accumulated depreciation: | ||
Net book value | 49,981 | 41,311 |
Leasehold improvements [Member] | Cost [Member] | ||
Cost: | ||
Cost, Begining Balance | 94,805 | 94,805 |
Cost, Additions during the year | ||
Cost, Ending Balance | 94,805 | 94,805 |
Leasehold improvements [Member] | Accumulated depreciation [Member] | ||
Accumulated depreciation: | ||
Accumulated depreciation, Begining Balance | 83,429 | 69,213 |
Accumulated depreciation, Addition | 9,490 | 14,216 |
Accumulated depreciation, Ending Balance | 92,919 | 83,429 |
Leasehold improvements [Member] | Net Book Value [Member] | ||
Accumulated depreciation: | ||
Net book value | 1,886 | 11,376 |
Computers [Member] | Cost [Member] | ||
Cost: | ||
Cost, Begining Balance | 15,297 | 5,572 |
Cost, Additions during the year | 9,037 | 9,725 |
Cost, Ending Balance | 24,334 | 15,297 |
Computers [Member] | Accumulated depreciation [Member] | ||
Accumulated depreciation: | ||
Accumulated depreciation, Begining Balance | 5,360 | 3,586 |
Accumulated depreciation, Addition | 4,026 | 1,774 |
Accumulated depreciation, Ending Balance | 9,386 | 5,360 |
Computers [Member] | Net Book Value [Member] | ||
Accumulated depreciation: | ||
Net book value | 14,948 | 9,937 |
Furniture and office equipment [Member] | Cost [Member] | ||
Cost: | ||
Cost, Begining Balance | 30,596 | 30,596 |
Cost, Additions during the year | 677 | |
Cost, Ending Balance | 31,273 | 30,596 |
Furniture and office equipment [Member] | Accumulated depreciation [Member] | ||
Accumulated depreciation: | ||
Accumulated depreciation, Begining Balance | 10,598 | 8,093 |
Accumulated depreciation, Addition | 2,548 | 2,505 |
Accumulated depreciation, Ending Balance | 13,146 | 10,598 |
Furniture and office equipment [Member] | Net Book Value [Member] | ||
Accumulated depreciation: | ||
Net book value | 18,127 | 19,998 |
R&D equipment [Member] | Cost [Member] | ||
Cost: | ||
Cost, Begining Balance | ||
Cost, Additions during the year | 16,043 | |
Cost, Ending Balance | 16,043 | |
R&D equipment [Member] | Accumulated depreciation [Member] | ||
Accumulated depreciation: | ||
Accumulated depreciation, Begining Balance | ||
Accumulated depreciation, Addition | 1,023 | |
Accumulated depreciation, Ending Balance | 1,023 | |
R&D equipment [Member] | Net Book Value [Member] | ||
Accumulated depreciation: | ||
Net book value | $ 15,020 |
Convertible Notes (Details)
Convertible Notes (Details) | 12 Months Ended | |||||
Jul. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 AUD ($) | |
Convertible Notes [Line Items] | ||||||
Stock Issued During Period, Value, Conversion of Units | $ 1,514,928 | $ 6,423,308 | ||||
Initial Public Offering Price Discounted Percentage | 25% | |||||
Percentage Of Discount On Purchase Amount | 20% | |||||
Percentage Of Discount On Investment Percentage | 20% | |||||
Divided amount | $ 2.3 | $ 3.313 | ||||
Aggregate amount | $ 1,514,928 | $ 1,514,928 | 1,514,928 | |||
Percentage of converted price | 25% | |||||
Converted into ordinary shares | shares | 504,976 | |||||
Change in the fair value of conversion | 504,976 | |||||
Convertible Debt [Member] | ||||||
Convertible Notes [Line Items] | ||||||
Change in the fair value of conversion | $ 504,976 |
Other Accounts Payable (Details
Other Accounts Payable (Details) - Schedule of Other Accounts Payable - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Other Accounts Payable [Abstract] | ||
Employees, salaries and related liabilities | $ 195,509 | $ 137,597 |
Advances from customers | 201,762 | 185,002 |
Warranty provision | 5,793 | 9,136 |
Accrued expenses | 287,797 | 442,912 |
Total | $ 690,861 | $ 774,647 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||
Dec. 14, 2023 shares | Oct. 26, 2023 USD ($) | Jul. 31, 2023 $ / shares shares | Oct. 02, 2022 shares | May 23, 2022 shares | Feb. 02, 2022 USD ($) $ / shares | Jan. 28, 2022 shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2023 ₪ / shares | Dec. 31, 2022 ₪ / shares | Sep. 25, 2022 ILS (₪) shares | |
Shareholders' Equity (Deficit) [Line Items] | ||||||||||||||
Equity instruments amount (in Dollars) | $ | $ 975,811 | $ 3,795,338 | ||||||||||||
Fair value amount (in Dollars) | $ | $ 1,287,173 | 1,287,173 | ||||||||||||
Net issuance expenses (in Dollars) | $ | 3,066,656 | |||||||||||||
Fair value warrants (in Dollars) | $ | 277,600 | |||||||||||||
Ordinary shares, par value (in New Shekels per share) | ₪ / shares | ₪ 0.02 | ₪ 0.02 | ||||||||||||
Ordinary per share (in Dollars per share) | $ / shares | $ 0.00555 | |||||||||||||
Share-based compensation expenses (in Dollars) | $ | $ 14,815 | $ 52,286 | ||||||||||||
Stockholders equity reverse stock split | On June 26, 2022, the shareholders of the Company approved a 1-for-2 reverse stock split of the Company’s Ordinary Shares, pursuant to which holders of Ordinary Shares received one Ordinary Share, par value NIS 0.02, for every two ordinary shares, par value NIS 0.01, held before the reverse stock split. | |||||||||||||
Private Placement [Member] | ||||||||||||||
Shareholders' Equity (Deficit) [Line Items] | ||||||||||||||
Gross proceeds (in Dollars) | $ | $ 5,100,000 | |||||||||||||
Warrant ordinary shares | 1,136,364 | |||||||||||||
Pre-funded warrants purchase shares | 3,500,000 | |||||||||||||
Purchase ordinary share | 1 | 1 | ||||||||||||
Warrant, description | each to purchase one Ordinary Share at an exercise price of $1.10 per Ordinary Share (subject to customary adjustments and certain anti-dilution adjustments), and were immediately exercisable for a period of 5.5 years from the date of issuance. | |||||||||||||
Purchasers subject to a pricing floor price (in Dollars per share) | $ / shares | $ 0.5 | |||||||||||||
Comprehensive loss (in Dollars) | $ | $ 247,129 | |||||||||||||
Private Placement [Member] | Warrant [Member] | ||||||||||||||
Shareholders' Equity (Deficit) [Line Items] | ||||||||||||||
Pre-funded warrants purchase shares | 2,894,548 | |||||||||||||
Private Placement [Member] | Pre-Funded Warrants [Member] | ||||||||||||||
Shareholders' Equity (Deficit) [Line Items] | ||||||||||||||
Remaining outstanding shares | 605,452 | |||||||||||||
IPO [Member] | ||||||||||||||
Shareholders' Equity (Deficit) [Line Items] | ||||||||||||||
Gross proceeds (in Dollars) | $ | $ 7,800,000 | |||||||||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 4 | $ 4 | ||||||||||||
Warrant shares | 111,261 | 111,261 | ||||||||||||
Sale closing shares issued | 1,950,000 | |||||||||||||
Sale of stock price per share (in Dollars per share) | $ / shares | $ 4 | |||||||||||||
Aggregate purchase shares | 292,500 | |||||||||||||
Offering expenses net proceeds (in Dollars) | $ | $ 5,800,000 | |||||||||||||
Deferred underwriting commissions (in Dollars) | $ | 800,000 | |||||||||||||
Offering costs (in Dollars) | $ | $ 1,200,000 | 1,200,000 | $ 39,091 | |||||||||||
Aggregate amount (in Dollars) | $ | $ 1,514,928 | |||||||||||||
Converted shares | 504,976 | |||||||||||||
Converted value (in Dollars) | $ | $ 2,019,904 | |||||||||||||
Fair value warrants (in Dollars) | $ | 387,660 | |||||||||||||
Repaid credit facility (in Dollars) | $ | 745,000 | |||||||||||||
Bonus shares issued | 179,510 | |||||||||||||
Share-based compensation expenses (in Dollars) | $ | $ 296,283 | $ 91,377 | ||||||||||||
Warrants shares issued | 144,606 | 144,606 | ||||||||||||
Warrant exercisable shares | 1 | |||||||||||||
Fair value of the warrants (in Dollars) | $ | $ 85,318 | |||||||||||||
IPO [Member] | Maximum [Member] | ||||||||||||||
Shareholders' Equity (Deficit) [Line Items] | ||||||||||||||
Share capital (in New Shekels) | ₪ | ₪ 500,000 | |||||||||||||
Capital units authorized | 25,000,000 | |||||||||||||
IPO [Member] | Minimum [Member] | ||||||||||||||
Shareholders' Equity (Deficit) [Line Items] | ||||||||||||||
Share capital (in New Shekels) | ₪ | ₪ 400,000 | |||||||||||||
Capital units authorized | 20,000,000 | |||||||||||||
IPO [Member] | Warrant [Member] | ||||||||||||||
Shareholders' Equity (Deficit) [Line Items] | ||||||||||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 5 | $ 1.275 | $ 1.275 | |||||||||||
Aggregate purchase shares | 97,500 | |||||||||||||
Fair value warrants (in Dollars) | $ | $ 93,600 | |||||||||||||
Warrant exercisable shares | 1 | |||||||||||||
Parent Company [Member] | ||||||||||||||
Shareholders' Equity (Deficit) [Line Items] | ||||||||||||||
Converted value (in Dollars) | $ | $ 10,000,000 | |||||||||||||
Ordinary shares, par value (in New Shekels per share) | $ / shares | $ 2.7797 | |||||||||||||
Ordinary shares issued | 3,237,700 | |||||||||||||
Series A warrants [Member] | Private Placement [Member] | ||||||||||||||
Shareholders' Equity (Deficit) [Line Items] | ||||||||||||||
Warrant ordinary shares | 0.005 | |||||||||||||
Remaining outstanding shares | 4,636,364 | |||||||||||||
Series B warrants [Member] | ||||||||||||||
Shareholders' Equity (Deficit) [Line Items] | ||||||||||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 0.005 | $ 0.005 | ||||||||||||
Series B warrants [Member] | Private Placement [Member] | ||||||||||||||
Shareholders' Equity (Deficit) [Line Items] | ||||||||||||||
Warrant ordinary shares | 140,373 | |||||||||||||
Warrant aggregate shares | 5,563,638 | |||||||||||||
Remaining outstanding shares | 132,116 | |||||||||||||
Series B warrants [Member] | Private Placement [Member] | Warrant [Member] | ||||||||||||||
Shareholders' Equity (Deficit) [Line Items] | ||||||||||||||
Warrant aggregate shares | 140,373 | |||||||||||||
Warrant shares | 8,257 | 8,257 | ||||||||||||
Series B warrants [Member] | Private Placement [Member] | Warrant [Member] | Maximum [Member] | ||||||||||||||
Shareholders' Equity (Deficit) [Line Items] | ||||||||||||||
Warrants cashless exercise shares | 2,876,957 | |||||||||||||
Series B warrants [Member] | Private Placement [Member] | Warrant [Member] | Minimum [Member] | ||||||||||||||
Shareholders' Equity (Deficit) [Line Items] | ||||||||||||||
Warrants cashless exercise shares | 8,217 | |||||||||||||
Board of Directors [Member] | ||||||||||||||
Shareholders' Equity (Deficit) [Line Items] | ||||||||||||||
Bonus shares issued | 672,691 | 4,178,206 | ||||||||||||
Stock split conversion ratio | 0.23 | 2.5 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |
Sep. 20, 2023 | Dec. 31, 2023 | |
Share-Based Compensation [Line Items] | ||
Ordinary shares reserved | 610,156 | |
Ordinary shares available for future awards | 243,984 | |
Aggregate options | 366,172 | 366,172 |
Options exercise price | $ 1.275 | |
Exercisable grant date | 5 years | |
Share based options vested | 4 years | |
Fair value of granted value | $ 212,199 | |
Weighted-average remaining contractual life of outstanding options | 4 years 8 months 12 days | |
Unrecognized compensation cost related to unvested options | $ 197,384 | |
Share based expected to be recognized weighted-average period | 3 years 9 months 18 days | |
Share based intrinsic value of options expected to vest | $ 0 | |
Second Anniversary Vesting [Member] | ||
Share-Based Compensation [Line Items] | ||
Share based granted vesting options, percentage | 50% | |
Share-Based Payment Arrangement [Member] | ||
Share-Based Compensation [Line Items] | ||
Share based unvested options | 366,172 | |
Share-Based Payment Arrangement [Member] | Second Anniversary Vesting [Member] | ||
Share-Based Compensation [Line Items] | ||
Share based granted vesting options, percentage | 6.25% |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of Stock Option Activity - $ / shares | 12 Months Ended | |
Sep. 20, 2023 | Dec. 31, 2023 | |
Schedule of Stock Option Activity [Abstract] | ||
Options outstanding as of ending | ||
Options outstanding as of ending | ||
Granted | 366,172 | 366,172 |
Granted | $ 1.275 | |
Options outstanding as of ending | 366,172 | |
Options outstanding as of ending | $ 1.275 | |
Options exercisable | ||
Options exercisable |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of Grand Date Fair Value of Options Granted | 12 Months Ended |
Dec. 31, 2023 | |
Stock-Based Compensation (Details) - Schedule of Grand Date Fair Value of Options Granted [Line Items] | |
Dividend yield | |
Minimum [Member] | |
Stock-Based Compensation (Details) - Schedule of Grand Date Fair Value of Options Granted [Line Items] | |
Risk-free interest rate | 4.51% |
Expected option term (years) | 3 years 9 months 18 days |
Expected share price volatility | 61.10% |
Maximum [Member] | |
Stock-Based Compensation (Details) - Schedule of Grand Date Fair Value of Options Granted [Line Items] | |
Risk-free interest rate | 4.67% |
Expected option term (years) | 5 years |
Expected share price volatility | 66.30% |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of Fair Value of Series A Warrants Issued Performing Numerous Iterations Using Black–Scholes Option Price Model - Warrants [Member] - $ / shares | 12 Months Ended | |
Oct. 30, 2023 | Dec. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Value per share (in Dollars per share) | $ 0.59 | $ 0.71 |
Exercise price (in Dollars per share) | $ 1.1 | $ 1.1 |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 55.95% | 55.08% |
Risk-free interest rate | 4.78% | 3.85% |
Expected Life | 2 years | 2 years |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 59.37% | 60.24% |
Risk-free interest rate | 4.99% | 4.05% |
Expected Life | 5 years | 5 years |
Warrants (Details) - Schedule_2
Warrants (Details) - Schedule of Fair Value Changes of the Series A Warrants | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Fair Value Changes of the Series A Warrants [Abstract] | |
Balance as of December 31, 2022 | |
Initial measurement | 1,287,173 |
Change in fair value | 277,600 |
Balance as of December 31, 2023 | $ 1,564,773 |
Warrants (Details) - Schedule_3
Warrants (Details) - Schedule of Warrants Issued | 12 Months Ended | |
Dec. 31, 2023 $ / shares shares | ||
Delta Drone Warrants [Member] | ||
Schedule of Warrants Issued [Line Items] | ||
Issuance date | 2022* | [1] |
In connection with | Delta Drone Warrants | [1] |
No. of warrants issued | 111,261 | [1] |
Exercise price per share | $ / shares | $ 4 | [1] |
No. of Ordinary shares underlying warrants | 111,261 | [1] |
IPO Underwriter Warrants [Member] | ||
Schedule of Warrants Issued [Line Items] | ||
Issuance date | 2023** | [2] |
In connection with | IPO Underwriter Warrants | [2] |
No. of warrants issued | 97,500 | [2] |
Exercise price per share | $ / shares | $ 5 | [2] |
No. of Ordinary shares underlying warrants | 97,500 | [2] |
IPO Consultants Warrants [Member] | ||
Schedule of Warrants Issued [Line Items] | ||
Issuance date | 2023*** | [3] |
In connection with | IPO Consultants Warrants | [3] |
No. of warrants issued | 359,020 | [3] |
Exercise price per share | $ / shares | $ 0.00555 | [3] |
No. of Ordinary shares underlying warrants | 359,020 | [3] |
IPO Consultants Warrants 1 [Member] | ||
Schedule of Warrants Issued [Line Items] | ||
Issuance date | 2023**** | [4] |
In connection with | IPO Consultants Warrants | [4] |
No. of warrants issued | 144,606 | [4] |
Exercise price per share | $ / shares | $ 1.275 | [4] |
No. of Ordinary shares underlying warrants | 144,606 | [4] |
[1]see Note 12B[2]see Note 9C2)[3]see Note 9C4)[4]see Note 9C5) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||||||
Feb. 02, 2022 USD ($) $ / shares shares | Jan. 28, 2022 USD ($) | Jan. 28, 2022 AUD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2023 ₪ / shares shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 ₪ / shares shares | |
Commitments and Contingencies [Abstract] | ||||||||
Total consideration | $ 4,200,000 | |||||||
Ordinary shares (in Shares) | shares | 10,073,956 | 10,073,956 | 3,597,442 | |||||
Ordinary per shares (in Dollars per share) | ₪ / shares | ₪ 0.02 | ₪ 0.02 | ||||||
IPO [Member] | ||||||||
Commitments and Contingencies [Abstract] | ||||||||
Converted value (in Dollars) | $ 2,019,904 | |||||||
Warrant outstanding (in Shares) | shares | 111,261 | 111,261 | ||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 4 | |||||||
Israel Innovation Authority [Member] | ||||||||
Commitments and Contingencies [Abstract] | ||||||||
Research and development grant received | 300% | |||||||
Grant received (in Dollars) | $ 748,000 | |||||||
Royalties payment (in Dollars) | $ 121,000 | |||||||
Minimum [Member] | Israel Innovation Authority [Member] | ||||||||
Commitments and Contingencies [Abstract] | ||||||||
Royalties rate | 3% | |||||||
Maximum [Member] | Israel Innovation Authority [Member] | ||||||||
Commitments and Contingencies [Abstract] | ||||||||
Royalties rate | 3.50% | |||||||
Grant received (in Dollars) | $ 613,000 | |||||||
Former Parent Company [Member] | ||||||||
Commitments and Contingencies [Abstract] | ||||||||
Sale percentage | 100% | 100% | ||||||
Total consideration | $ 6 | |||||||
Ordinary shares (in Shares) | shares | 111,261 | |||||||
Ordinary per shares (in Dollars per share) | $ / shares | $ 2.7797 | |||||||
Converted value (in Dollars) | $ 10,000,000 | |||||||
Former Parent Company [Member] | IPO [Member] | ||||||||
Commitments and Contingencies [Abstract] | ||||||||
Ordinary shares percentage | 50% | |||||||
Bank of Israel [Member] | ||||||||
Commitments and Contingencies [Abstract] | ||||||||
Bear interest rate | 0.72% | 0.72% |
Loan from Related Party (Detail
Loan from Related Party (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 26, 2023 | Oct. 30, 2022 | Aug. 31, 2022 | Aug. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Loan from Related Party [Line Items] | |||||||
Loan payment received | $ 745,000 | ||||||
Aggregate initial amount | $ 745,000 | ||||||
Credit facility | $ 745,000 | ||||||
Accumulated interest expenses | $ 7,073 | $ 10,396 | |||||
Medigus [Member] | |||||||
Loan from Related Party [Line Items] | |||||||
Loan payment received | $ 250,000 | $ 500,000 | |||||
Interest rate | 8% | ||||||
Loan repaid | $ 250,000 | ||||||
Aggregate initial amount | 625,000 | ||||||
Additional payment | $ 40,000 | ||||||
Medigus Loan [Member] | |||||||
Loan from Related Party [Line Items] | |||||||
Accrued interest | $ 4,876 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Line Items] | |||
Tax year | 2017 | ||
Standard tax rates | 23% | ||
Operating loss carry-forwards (in Dollars) | $ 15.7 | $ 12.7 | |
Israel [Member] | |||
Income Taxes [Line Items] | |||
Tax rate | 23% | 23% | 23% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Company’s Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Company’s Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss carry forward | $ 3,612,947 | $ 2,693,459 |
Research and development expenses | 145,249 | 135,367 |
Provision for warranty | 1,332 | 2,101 |
Provision for vacation and convalescence | 17,459 | 15,799 |
Issuance cost | 81,010 | 86,464 |
Total deferred tax assets | 3,857,998 | 2,933,190 |
Less - valuation allowance | (3,857,998) | (2,933,190) |
Net deferred tax assets |
Transactions with Related Par_2
Transactions with Related Parties (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2023 | Oct. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||
Total amount payable | $ 0 | |||
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Monthly fees | $ 10,000 | $ 10,000 | ||
Purchased total amount | $ 11,140 | |||
Maris-Tech [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total amount payable | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2024 shares | Dec. 31, 2023 ILS (₪) | Feb. 01, 2024 ft² | Jan. 23, 2024 ILS (₪) shares | |
Subsequent Events [Line Items] | ||||
Aggregate rental payment (in New Shekels) | ₪ | ₪ 71,000 | |||
Lessee, Operating Lease, Remaining Lease Term | 3 years | |||
Bank guarantee amount (in New Shekels) | ₪ | ₪ 248,000 | |||
Subsequent Event [Member] | ||||
Subsequent Events [Line Items] | ||||
Registered share capital (in New Shekels) | ₪ | ₪ 3,500,000 | |||
Ordinary shares issued | 200,000,000 | |||
Pre-funded warrants | 605,452 | |||
Series B warrants | 132,116 | |||
Cashless received | 601,367 | |||
Ordinary shares issued | 131,249 | |||
Square feet (in Square Feet) | ft² | 260 | |||
Lease Agreements [Member] | Subsequent Event [Member] | ||||
Subsequent Events [Line Items] | ||||
Square feet (in Square Feet) | ft² | 6,340 | |||
Capital Addition Purchase Commitments [Member] | Subsequent Event [Member] | ||||
Subsequent Events [Line Items] | ||||
Registered share capital (in New Shekels) | ₪ | ₪ 4,000,000 |