Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Entity Addresses [Line Items] | |
Document Type | F-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Registrant Name | SMX (Security Matters) Public Limited Company |
Entity Central Index Key | 0001940674 |
Entity Incorporation, State or Country Code | L2 |
Entity Address, Address Line One | Mespil Business Centre |
Entity Address, Address Line Two | Mespil House |
Entity Address, Address Line Three | Sussex Road |
Entity Address, City or Town | Dublin 4 |
Entity Address, Country | IE |
City Area Code | +353-1 |
Local Phone Number | 920-1000 |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 850 Library Avenue |
Entity Address, Address Line Two | Suite 204 |
Entity Address, City or Town | Newark |
Entity Address, State or Province | DE |
Entity Address, Postal Zip Code | 19711 |
Contact Personnel Name | Puglisi & Associates |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 168 | $ 1,398 |
Other current receivables | 634 | 3,673 |
Total current assets | 802 | 5,071 |
Non-current assets | ||
Intangible assets, net | 16,486 | 5,027 |
Goodwill | 32,957 | |
Property, plant and equipment, net | 411 | 555 |
Right of use assets | 389 | 414 |
Investment in associated companies | 115 | 221 |
Total non-current assets | 50,358 | 6,217 |
Total assets | 51,160 | 11,288 |
Current liabilities | ||
Trade payables | 10,515 | 2,972 |
Other payables | 2,483 | 650 |
Convertible notes | 377 | 563 |
Warrants - derivative financial liability | 1,143 | |
Pre-paid advance | 700 | |
Bridge loans liabilities | 1,750 | |
Convertible promissory note | 1,013 | |
Borrowings from related parties | 710 | |
Lease liabilities | 41 | 30 |
Total current liabilities | 18,022 | 4,925 |
Non-current liabilities | ||
Lease liabilities | 411 | 440 |
Bridge loans liabilities | 483 | 3,682 |
Long term payables | 85 | |
Total non-current liabilities | 894 | 4,207 |
Total liabilities | 18,916 | 9,132 |
Equity | ||
Issued capital and additional paid-in capital | 62,901 | 32,713 |
Foreign currency translation reserve | (491) | (537) |
Accumulated losses | (50,934) | (30,020) |
Total equity attributable to owners of the parent | 11,476 | 2,156 |
Non- controlling interest | 20,768 | |
Total equity | 32,244 | 2,156 |
Total liabilities and shareholders’ equity | $ 51,160 | $ 11,288 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Profit or loss [abstract] | |||||
Research and development expenses | $ 2,711 | $ 1,898 | $ 2,039 | ||
Selling and marketing expenses | 661 | 569 | 453 | ||
General and administrative expenses | 16,567 | 2,723 | 2,482 | ||
Listing expenses | 16,802 | ||||
Operating loss | (36,741) | (5,190) | (4,974) | ||
Finance expenses | 7,891 | 1,128 | 101 | ||
Finance income | 1,580 | 28 | 237 | ||
Gain from remeasurement of investment in associated company | 22,164 | ||||
Share of net profit (loss) of associated companies | (101) | 106 | (101) | ||
Loss before income tax | (20,989) | (6,184) | (4,939) | ||
Income tax | |||||
Net loss | (20,989) | (6,184) | (4,939) | ||
Items that will not be reclassified to profit or loss: | |||||
Adjustments arising from translating financial statements from functional currency to presentation currency | (224) | (522) | (7) | ||
Items that will or may be reclassified to profit or loss: | |||||
Exchange losses arising on translation of foreign operations | (59) | (238) | (375) | ||
Total other comprehensive loss | (283) | (760) | (382) | ||
Total comprehensive loss | (21,272) | (6,944) | (5,321) | ||
Net loss attributable to: | |||||
Equity holders of the Company | (20,914) | ||||
Non- controlling interest | $ (75) | ||||
Basic loss per share attributable to shareholders | $ (7.82) | $ (8.47) | [1],[2] | $ (7.41) | [1],[2] |
Diluted loss per share attributable to shareholders | $ (7.82) | $ (8.47) | [1],[2] | $ (7.41) | [1],[2] |
[1]Restated as a result of the SPAC transaction and after giving effect to the reverse stock split (see also Note 1.B)[2]Restated as a result of the SPAC transaction and the reverse share split described in Note 14B(4), the calculation of the basic and diluted loss per share for all past periods presented have been adjusted retrospectively based on the new number of shares as derived from the conversion ratio. |
Consolidated Statements of Chan
Consolidated Statements of Changes In Equity - USD ($) $ in Thousands | Issued and Additional paid in capital [member] | Foreign Currency Translation [Member] | Retained earnings [member] | Equity attributable to owners of parent [member] | Non-controlling interests [member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 24,733 | $ 605 | $ (18,897) | $ 6,441 | ||
IfrsStatementLineItems [Line Items] | ||||||
Net loss | (4,939) | |||||
Other comprehensive loss for the year | (382) | (382) | ||||
Total comprehensive loss for the year | (382) | (4,939) | (5,321) | |||
Issuance of shares, net | 5,892 | 5,892 | ||||
Share-based compensation | 484 | 484 | ||||
Conversion of warrants A to ordinary shares (See note 14.B.3) | ||||||
Loss after income tax for the year | (4,939) | (4,939) | ||||
Exercise of warrants | 395 | 395 | ||||
Ending balance, value at Dec. 31, 2021 | 31,504 | 223 | (23,836) | 7,891 | ||
IfrsStatementLineItems [Line Items] | ||||||
Net loss | (6,184) | |||||
Other comprehensive loss for the year | (760) | (760) | ||||
Total comprehensive loss for the year | (760) | (6,184) | (6,944) | |||
Issuance of shares, net | 182 | 182 | ||||
Share-based compensation | 306 | 306 | ||||
Conversion of warrants A to ordinary shares (See note 14.B.3) | ||||||
Loss after income tax for the year | (6,184) | (6,184) | ||||
Issuance of options to acquire intangible asset | 721 | 721 | ||||
Ending balance, value at Dec. 31, 2022 | 32,713 | (537) | (30,020) | $ 2,156 | 2,156 | |
IfrsStatementLineItems [Line Items] | ||||||
Net loss | (20,914) | (20,914) | (75) | (20,989) | ||
Other comprehensive loss for the year | 46 | 46 | 17 | 63 | ||
Total comprehensive loss for the year | 46 | (20,914) | (20,868) | (58) | (20,926) | |
Issuance of shares, net | 4,896 | 4,896 | 4,896 | |||
Recapitalization due to issuance of shares following the SPAC transaction, net | 11,460 | 11,460 | 11,460 | |||
Share-based compensation | 3,269 | 3,269 | 3,269 | |||
Conversion of financial liabilities to shares | 5,955 | 5,955 | 5,955 | |||
Exercise of options into shares | 10 | 10 | 10 | |||
Issuance of shares and warrants B, net (See note 14.B.3) | 1,837 | 1,837 | 1,837 | |||
Conversion of warrants A to ordinary shares (See note 14.B.3) | 1,008 | 1,008 | 1,008 | |||
Exercise of warrants B, net (See note 14 B.3) | 888 | 888 | 888 | |||
Issuance of warrants B after reset (See note 14 B.3) | 865 | 865 | 865 | |||
Non-controlling interests arising from initially consolidated companies | 20,826 | 20,826 | ||||
Loss after income tax for the year | (20,914) | |||||
Ending balance, value at Dec. 31, 2023 | $ 62,901 | $ (491) | $ (50,934) | $ 11,476 | $ 20,768 | $ 32,244 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Loss before tax for the year | $ (20,914) | $ (6,184) | $ (4,939) |
Share based compensation | 3,269 | 306 | 484 |
Depreciation and amortization | 225 | 290 | 315 |
Decrease (increase) in other current receivables | 2,938 | (2,936) | (463) |
Increase in trade payables | 2,074 | 2,217 | 401 |
Increase (decrease) in other payables | (235) | 114 | 60 |
Increase (decrease) in other liabilities | 19 | 17 | (3) |
Revaluation of financial liabilities at fair value | 1,496 | 387 | |
Interest expenses | 4,281 | 51 | 47 |
Revaluation of convertible notes | (382) | ||
Remeasurement of investment in associated company | (22,164) | ||
Provision of borrowing to related parties | 621 | 89 | |
Share in (earnings) losses of associated companies, net | 101 | (106) | 101 |
Issuance of options to underwriters | 11 | ||
SPAC transaction - listing costs | 16,802 | ||
Net cash flow used in operating activities | (12,479) | (5,223) | (3,908) |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (60) | (152) | (297) |
Capitalized development cost | (976) | (975) | (1,468) |
Net cash flow used in investing activities | (1,036) | (1,127) | (1,765) |
Cash flows from financing activities: | |||
Payments of borrowings to related parties | (172) | (103) | |
Payment of lease liabilities | (42) | (55) | (98) |
Proceeds from issuance of shares, warrants A and B, net (see note 14 B.3) | 2,630 | ||
Exercise of warrants B (see note 14 B.3) | 642 | 395 | |
Proceeds from issuance of convertible notes (see note 8.A) | 250 | 581 | |
Advance payment for equity, net (see note 10) | 2,679 | ||
Repayment of bridge loans (see note 9) | (30) | ||
Proceeds from issuance of shares, net | 182 | 5,892 | |
Proceeds from issuance of bridge loans and warrants (see note 9) | 550 | 3,310 | 32 |
Proceeds from issuance of promissory note (see note 8.C) | 2,356 | ||
Issuance of shares in the SPAC transaction, net | 2,919 | ||
Net cash flow from financing activities | 11,954 | 3,846 | 6,118 |
Increase (decrease) in cash and cash equivalents | (1,561) | (2,504) | 445 |
Cash and cash equivalents at beginning of year | 1,398 | 4,171 | 4,341 |
Exchange rate differences on cash and cash equivalent | 331 | (269) | (615) |
Cash and cash equivalents at end of year | 168 | 1,398 | 4,171 |
Appendix A – Non-cash transactions during the year: | |||
Conversion of liability to ordinary shares (see note 10) | 2,300 | ||
Conversion of warrants A to ordinary shares (see note 14.B.3) | 1,008 | ||
Conversion of bridge loans and derivative financial liability to ordinary shares | 5,192 | ||
Exercise of options and warrants into ordinary shares | 2,925 | ||
Conversion of convertible notes to ordinary shares | 175 | ||
Conversion of liability to ordinary shares (see note 14) | 3,030 | ||
Remeasurement of investment in associated company (see note 3) | $ (22,164) |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
GENERAL | NOTE 1 - GENERAL A. SMX (Security Matters) Public Limited Company (“Security Matters” or the “Company” and together with its subsidiaries, the “Group”) was incorporated in July 1, 2022 under the laws of Ireland with registered number 722009 and its registered office at Mespil Business Center, Mespil House, Sessex Road, Dublin 4, Ireland, D04 T4A6. The Company was incorporated in 2022 as part of the Business Combination (see Note 1.B). The Company integrates chemistry, physics, and computer science to give materials memory and create a culture of transparency and trust across multiple industries. The Company’s nearly 100 patents support unique marking, measuring, and tracking technologies allowing clients to seamlessly deploy transparency at all levels of development and provide stakeholders with a complete provenance of material composition and history, from virgin material to recycled, to address manufacturing challenges and ESG goals while maintaining sustainable growth. As a result, SMX’s technologies are designed and developed to help companies address ESG commitments and transition more successfully to a low-carbon economy. The Company’s technology seeks to enable global companies across various industries to transition more successfully to a sustainable circular economy. By adopting our technology, they would be able to tangibly measure and track the raw material from origination, through the supply chain and at the end of life-where the amount of material recycled/reused from that product item can be measured and as well as the number of times that specific material/item has been recycled/reused. The Company provides one solution to solve both authentication and track and trace challenges in order to uphold supply chain integrity and provide quality assurance and brand accountability to producers of goods. Its technology works as a track and trace system using a marker, a reader and an algorithm to identify embedded sub-molecular particles in order to track and trace different components along a production process (or any other marked good along a supply chain) to the end producer. Its proprietary marker system embeds a permanent or removable (depending on the needs of the customer) mark on solid, liquid or gaseous objects or materials. One reader can detect embedded data in various materials, from metals to fabrics to food and plastics, with all data logged onto the same digital platform. Each marker is comprised of a combination of marker codes such that each marker is designed to be unique and unable to be duplicated. The marker system is coupled with patented reader that responds to signals from the marker and, together with a patented algorithm, captures the details of the product retrieved and stored on a blockchain digital ledger. Each marker can be stored, either locally on the reader and on private servers, cloud servers or on a blockchain ledger, to protect data integrity and custody. B. The SPAC transaction: On March 7, 2023 (the “Closing Date”) the Company completed its SPAC transaction (the “Business Combination”) with Lionheart III Corp (“Lionheart”), following that Lionheart and Security Matters PTY Ltd. (formerly named Security Matters Limited, which was incorporated in May 2018 under Australian law) became the Company’s wholly-owned subsidiaries and the Company listed its ordinary shares and public warrants on the NASDAQ stock market under the tickers SMX and SMXWW, respectively. On July 26, 2022, Security Matters PTY Ltd. and Lionheart, a publicly traded special purpose acquisition company (SPAC), entered into a business combination agreement (the “BCA”) and accompanying scheme implementation deed (“SID”). Under the BCA, the existing Lionheart stockholders received the Company’s shares and warrants in exchange for their existing Lionheart shares and warrants and all shares existed in Security Matters PTY Ltd. were cancelled in return for the Company’s shares and resulting in Security Matters PTY Ltd. becoming a wholly owned subsidiary of the Company. Security Matters PTY Ltd. shareholders received consideration of 1 10.3624 10.00 97.58 3,061 C. On October 3, 2023, the Company has signed an agreement with True Gold Consortium Pty Ltd.’s (“TrueGold”) shareholders to acquire an additional 7.5 51.9 D. During the 12 months ended December 31, 2023, the Company incurred operating losses and negative cash flows from operating activities. The Company has not yet generated revenues. As discussed in Note 10, the Company executed an equity line agreement to raise up to $ 25,000 30,000 investor. 3 500 1,000 5,800 5,000 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 1 - GENERAL (CONT.): E. The Company operates primarily through 9 wholly owned subsidiaries and one majority owned all of which have been consolidated in these consolidated financial statements. SCHEDULE OF COMPANIES SUBSIDIARIES Controlled entity Country of Incorporation Percentage Owned December 31, 2023 Percentage Owned December 31, 2022 Security Matters (SMX) PLC Ireland 100 % - Security Matters PTY Ltd. Australia 100 % - Lionheart III Corp USA 100 % ** SMX Circular Economy Platform PTE, Ltd. Singapore 100 % * SMX (Security Matters) Ireland Limited Ireland 100 % * SMX Fashion and Luxury France 100 % - TrueSilver SMX Platform Ltd. Canada 100 % - SMX (Security Matters) Israel Ltd. Israel 100 % 100 %*** Security Matters Canada Ltd. Canada 100 % 100 %*** SMX Beverages Pty Ltd. Australia 100 % 100 %*** True Gold Consortium Pty Ltd. Australia 51.9 %*** See note 6 In addition, the Company’s has the following investments in associated companies: Entity Country of Incorporation Percentage Owned December 31, 2023 Percentage Owned December 31, 2022 Yahaloma Technologies Inc. Canada 50 % 50 %*** The proportion of ownership interest is equal to the proportion of voting power held. * Incorporated in 2023. ** Merger occurred in March 2023 as part of the Business Combination. *** Owned by Security Matters PTY Ltd. (formerly - Security Matters Limited) as of December 31, 2023. SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS: | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies Accounting Judgments Estimates And Assumptions | |
SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS: | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS: G. The significant accounting policies followed in the preparation of the financial statements, on a consistent basis, are: Basis of preparation These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”). The financial statements have been prepared under the historical cost convention except for certain financial liabilities which are measured at fair value. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of SMX (Security Matters) Public Limited Company as of December 31, 2023 and 2022 and the results of all subsidiaries for the three years in the period then ended. SMX (Security Matters) Public Limited Company, a public limited company and its subsidiaries together are referred to in these financial statements as the Group or the “consolidated entity”. Subsidiaries are all those entities over which the Company has control. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is obtained by the Company and until the date that control is lost. Intercompany transactions between entities in the consolidated entity are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Investments in associated companies Investments in associated companies are accounted under the equity method and are initially recognized at cost. The investment’s cost includes transaction costs. The consolidated financial statements include the Group’s share in net income or loss, in other comprehensive income or loss, and in the net assets of associated companies accounted by the equity method from the date when significant influence or joint control materialized, until the date on which the conditions for significant influence or joint control are no longer met. Losses of an associate in amounts which exceed its equity are recognized by the Company to the extent of its investment in the associate plus any losses that the Company may incur as a result of a guarantee or other financial support provided in respect of the associate. Reverse acquisition transaction The result of the merger between the Company and Security Matters PTY Ltd. as described in Note 1.B is that legally the Company owns the entire share capital of Security Matters PTY Ltd. Accordingly, for financial reporting purposes, Security Matters PTY Ltd. (the legal subsidiary) is the accounting acquirer, and the Company (the legal parent) is the accounting acquiree. The consolidated financial statements prepared following the reverse acquisition are issued under the name of the Company, but they are a continuance of the financial statements of Security Matters PTY Ltd. and reflect the fair values of the assets and liabilities of the Company (the acquiree for accounting purposes), together with a deemed issuance of shares by Security Matters PTY Ltd. at fair value based on the quoted opening share price of the Company in its first trading day following the closing of the business combination transaction ($ 11,599 16,802 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (CONT.): The Company is initially consolidated in the financial statements from the closing date of the Business Combination. Substantially all of the assets and liabilities of the Company were comprised of marketable securities held in a trust account ($ 4,921 10,127 1. The assets and liabilities of Security Matters PTY Ltd. have been recognized and measured in these consolidated financial statements at their pre-combination carrying amounts. 2. The retained earnings and other equity balances recognized in those consolidated financial statements are the retained earnings and other equity balances of Security Matters PTY Ltd. immediately before the Business Combination. 3. The amount recognized as issued equity instruments in these consolidated financial statements has been determined by adding to the issued equity of Security Matters PTY Ltd. immediately before the Business Combination the fair value of the deemed issuance of shares, as described above. However, the equity structure (the number and type of shares issued) reflects the equity structure of the Company, including the shares issued by the Company through recapitalization. Accordingly, the equity structure of Security Matters PTY Ltd. (issued capital and addition paid in capital) in comparative periods is restated using the exchange ratio established in the Business Combination to reflect the number and par value of shares of the Company issued in the reverse acquisition transaction. 4. The statement of comprehensive loss reflects that of Security Matters PTY Ltd. for the full period together with the post-acquisition results of the Company from the Closing Date. Loss per share of Security Matters PTY Ltd. for periods prior to the acquisition date is restated such the denominator of the historical loss per share calculation is adjusted by multiplying the weighted-average shares used in each historically reported loss per share calculation by the exchange ratio established in the Business Combination. Foreign currency The consolidated financial statements are prepared in US Dollars which is the functional and presentation currency of the Company. Security Matters (SMX) PLC functional currency is US Dollar. The functional currency of Lionheart III Corp is US Dollar. The functional currency of SMX Fashion and Luxury is EURO. The functional currency of True Silver SMX Platform is Canadian Dollars. The functional currency of SMX (Security Matters) Ireland Limited is US Dollar. The functional currency of SMX Circular Economy Platform PTE, Ltd. is Singapore Dollar. Security Matters Pty Ltd.’s functional currency is Australian Dollars. The functional currency of Security Matters Ltd. (Israel) is New Israeli Shekels. The functional currency of Security Matters Canada Ltd. is Canadian Dollars. The functional currency of SMX Beverages Pty Ltd. is Australian Dollar. The functional currency of True Gold consortium PYT LTD. is Australian Dollar. Transactions and balances in foreign currencies are converted into US Dollars in accordance with the principles set forth by International Accounting Standard (IAS) 21 (“The Effects of Changes in Foreign Exchange Rates”). Accordingly, transactions and balances have been converted as follows: ● Assets and liabilities – at the rate of exchange applicable at the reporting date; ● Expense items – at annual average rate at the statements of financial position date. ● Share capital, capital reserve and other capital movement items were at rate of exchange as of the date of recognition of those items. ● Accumulated deficit was based on the opening balance for the beginning of the reporting period in addition to the movements mentioned above. ● Exchange gains and losses from the aforementioned conversion are recognized in the statement of other comprehensive lose in Foreign Currency Translation Reserve. SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (CONT.): Issue of a unit of financial instruments The issue of a unit of financial instruments such as a financial liability (e.g., a loan) and free-standing derivative (e.g. warrants) involves the allocation of the proceeds received (before issuance costs) to financial derivatives and other financial instruments measured at fair value in each period and to financial liabilities that are measured at amortized cost, with residual allocated to equity instruments. Issuance costs are allocated to each component pro rata to the amounts determined for each component in the unit. Governmental grants Government grants received for the use of research and development activities, for which the Group undertook to pay royalties to the state, contingent on future sales arising from this financing, were treated as forgivable loans. The grant was recognized as a liability in the financial statements, except when there is reasonable assurance that the Group will comply with the conditions for the forgiveness of the loan, then it would be recognized as a government grant. When the loan bears a below-market rate of interest, the liability is recognized at its fair value in accordance with the market interest rate prevailing at the time of receiving the grant. The difference between the consideration received and the liability recognized at inception was treated as a government grant and recognized as a reimbursement of research expenses. The repayment of the liability to the state is reviewed every reporting period, with changes in the liability resulting from a change in the expected royalties recognized in profit or loss. Fair value measurement Fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: A. In the principal market for the asset or liability; or B. In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. Classification of financial instruments by fair value hierarchy The financial instruments presented in the statements of financial position at fair value are grouped into classes with similar characteristics using the following fair value hierarchy which is determined based on the source of input used in measuring fair value: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable either directly or indirectly. Level 3 - Inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). Financial assets The Group classifies its financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Group’s accounting policy for each category is as follows: Other receivables: These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services, but also incorporate other types of contractual monetary asset. These assets are carried at amortized cost less any provision for impairment. The Group has no financial assets classified at fair value through profit or loss. SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (CONT.): Financial liabilities financial liabilities measured at amortized cost: Financial liabilities are initially recognized at fair value less transaction costs that are directly attributable to the issue of financial liability. After initial recognition, the Group measures all financial liabilities at amortized cost using the effective interest rate method, which ensures that any interest expense over the period is at a constant interest rate on the balance of the liability carried in the statement of financial position, except for financial liabilities which are measured at fair value through profit or loss. measured at fair value through profit or loss: These financial liabilities comprise of derivatives that are options which are to be settled in equity instruments but nevertheless do not meet the definitions of equity instruments. The Group measures those financial liabilities at fair value. Transaction costs are recognized in profit or loss. After initial recognition, changes in fair value are recognized in profit or loss. Impairment of non-financial assets Intangible assets and goodwill that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. Property, plant and equipment Items of property, plant and equipment are initially recognized at cost. Cost includes directly attributable costs and the estimated present value of any future costs of dismantling and removing items. Depreciation is computed by the straight-line method, based on the estimated useful lives of the assets, as follows: SCHEDULE OF DEPRECIATION RATES OF PROPERTY, PLANT AND EQUIPMENT % Computers 33 Machines and equipment 20 Furniture and office equipment 10 Leasehold improvements 8 Leasehold improvements are depreciated over the term of the expected lease including optional extension, or the estimated useful lives of the improvements, whichever is shorter. Reimbursement of research and development expenses Reimbursements in proof of concept (POC) agreements of expenditures on research and development in order to achieve commercial agreement once this activity will be successful, are offset in profit or loss against the related expenses (research and development expenses). Any intellectual property generated from this activity remains at the ownership of the Group. Right-of-use assets All leases are accounted for by recognizing a right-of-use asset and a lease liability, excluding leases where the lease term is 12 months or less, or where the underlying asset is of low-value. These leases expenditures are recognized on a straight-line basis over the lease term. A right-of-use asset is recognized at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities. SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (CONT.): Lease liabilities All leases are accounted for by recognizing a right-of-use asset and a lease liability. Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate implicit in the lease unless (as is typically the case) this is not readily determinable, in which case the Group’s incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate. On initial recognition, the carrying value of the lease liability also includes: ● amounts expected to be payable under any residual value guarantee; ● the exercise price of any purchase option granted in favor of the Group if it is reasonably certain to exercise that option; and ● any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or rate or when there is a change in the assessment of the term of any lease the remeasurement being recognized in front of the right of use assets. Capitalized technology development costs Expenditures on research activities are recognized in profit or loss as incurred. Expenditures on internally developed products are mainly employee salaries and legal fees for filing of patents and are capitalized when the Group demonstrates all the following criteria: a. The technical feasibility of completing the intangible asset so that it will be available for use or sale. b. The intention to complete the intangible asset and use or sell it. c. The ability to use or sell the intangible asset. d. The probability of the intangible asset to generate future economic benefits. Among other things, the Group considers the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset. e. The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset. f. The ability to measure reliably the expenditures attributable to the intangible asset during its development. The recognition criteria above are considered by the Group at each stage of development to determine when the criteria have been initially met in full. The technical feasibility criteria is determined to be met when a milestone of initial marking and reading capabilities is satisfied. The milestone’s identification occurs only following a detailed broad mapping of the raw material characteristics and establishing the formula for the chemical marker architecture to be embedded into the raw material based on industry standards and regulations. The result is the initial evidence that the x-ray algorithm of the designated reader is in a stage that can identify the marker and convey information. At this stage, the Group believes that the technical feasibility of completing the development for use is probable. The Group notes that technical feasibility has been established and the achieved technology is ready for the next stage which consists of performing a proof-of-concept pilot with an industry partner, in order to adapt the technology for the relevant industry and adjust the development to meet the industry’s needs. SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (CONT.): Capitalized technology development costs (Cont.) Currently, the Group’s capitalized development activities focus on: 1. Development of marker architecture to be embedded topically or in-situ (application) for each material/product within the optimal industrial manufacturing phase, based on industry standards and regulations. 2. Semi Industrial scale – technology implementation in semi-industrial production. 3. Development of a digital platform to support the end-to-end traceability from raw material to final product to recycling. The Group’s management has the full intention to complete the development of the technology and ultimately to sell it. This intention is demonstrated by initiating partnerships with industry market leaders and continuing the development into the next phase. The Group’s intention is also reflected in the Group’s approved budget. The Group’s management intends to concentrate its future sales and marketing efforts in the U.S. market, including recruitment of sales and marketing personnel. It plans to advance successful proof-of-concept pilots performed with industry leading partners, and further advance its innovative technology and commercialization efforts and collaborations in the segments relevant to its technology. The Group’s business model targets leading brands and manufacturers in order to create a new market standard for circular economy solutions, brand authentication and supply chain integrity. The Group’s technology is applicable for multiple industries such as gold, fashion, electronics and circular economy – plastic and rubber. The Group is able to provide an adaptive solution for multiple market segments, based on a unified technology solution, through collaborative relationships with leading market companies which provide it with access to various potential entities to sell its solution. This is part of the Group’s strategy to create strategic partnerships with market leaders across its main segments of activity. The Group believes that this close collaboration with market leaders, and developing a product that meets their requests, suggest that there is a strong potential market for its development. Adequate technical and financial resources are available to complete the development; the development will be completed by the Group’s technology team which consists of professional experienced scientists and engineers, with a track record in the industrial sector and with financial resources successfully raised through the issuance of ordinary shares and loans. The Group has already accomplished its core technology development and is currently focused on development of specific adjustments for different market segments. This stage is focused and short-termed, therefore, management believes that limited financial resources are required for completing the development and that there is high probability for commencing commercial agreements following the successful proof-of-concept pilots. The Group has financial systems in place that allow it to maintain records in sufficient detail that enable it to measure reliably the expenditures attributable to the intangible asset during its development. Development expenditures not satisfying all the above criteria are recognized in the consolidated statement of comprehensive income as incurred. Subsequent measurement In subsequent periods, capitalized development expenditures are measured at cost less accumulated amortization and accumulated impairment losses. An asset is ready for its intended use, when the developed technology becomes operational and the Group completes an initial customization for a client’s specific needs, which means that the technology is fully implemented in the customer’s manufacturing processes and ready for its intended use. The management estimates that in approximately two years such customization will be completed, and amortization will commence. SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (CONT.): Capitalized technology development costs (Cont.) Intangible assets with a finite useful life are amortized over their estimated useful lives and reviewed for impairment whenever there is an indication that the asset may be impaired. The amortization period and the amortization method for intangible assets are reviewed at least at each year-end. The carrying amount of these assets is reviewed whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. An expenditure incurred in development activities, including the Group’s software development is capitalized only where it clearly increases the economic benefits to be derived from the asset to which it relates, the expenditure will lead to new or substantially improved products, the products are technically and commercially feasible and the Group has sufficient resources to complete the development and reach the stage for which the product is ready for use. All other expenditure, including those incurred in order to maintain an intangible assets current level of performance, is expensed as incurred. Share-based compensation The Group measures the share-based expense and the cost of equity-settled transactions with employees and service providers by reference to the fair value of the equity instruments at the date at which they are granted. The Group selected the Black-Scholes model as the Group’s option pricing model to estimate the fair value of the Group’s options awards. The model is based on share price, grant date and on assumptions regarding expected volatility, expected life of the options, expected dividend, and a no risk interest rate. As for granted options which are settled in equity instruments, the fair value of the options at the grant date is charged to the statement of comprehensive loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. New standards, interpretations and amendments adopted from January 1, 2023 The following amendments are effective for the period beginning January 1, 2023: Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements); In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2. The amendments aim to make accounting policy disclosures more informative by replacing the requirement to disclose ‘significant accounting policies’ with ‘material accounting policy information’. The amendments also provide guidance under what circumstance, the accounting policy information is likely to be considered material and therefore requiring disclosure. These amendments have no effect on the measurement or presentation of any items in the consolidated financial statements of the Group but affect the disclosure of accounting policies of the Group. Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors); The amendments to IAS 8, which added the definition of accounting estimates, clarify that the effects of a change in an input or measurement technique are changes in accounting estimates , SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (CONT.): New standards, interpretations and amendments not yet effective The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early. The following amendments are effective for the period beginning January 1, 2024: ● IFRS 16 Leases (Amendment – Liability in a Sale and Leaseback) ● IAS 1 Presentation of Financial Statements (Amendment – Classification of Liabilities as Current or Non-current) ● Non-current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements); and ● Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures). The following amendments are effective for the period beginning January 1, 2025: ● Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates). The Group is currently assessing the impact of these new accounting standards and amendments. The Group does not expect any other standards issued by the IASB, but not yet effective, to have a material impact on the Group. SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (CONT.): H. The significant accounting judgments, estimates and assumptions followed in the preparation of the financial statements, on a consistent basis, are: In the process of applying the significant accounting policies, the Group has made the following judgments which have the most significant effect on the amounts recognized in the financial statements. The preparation of the financial statements requires management to make estimates and assumptions that have an effect on the application of the accounting policies and on the reported amounts of assets, liabilities, revenues and expenses. Changes in accounting estimates are reported in the period of the change in estimate. The key assumptions made in the financial statements are discussed below. Share based compensation The Group has a share-based remuneration scheme for employees. The fair value of share options is estimated by using the Black-Scholes model, which was derived to model the value of the firm’s equity over time. The simulation model was designed to take into account the unique terms and conditions of the performance shares and share options, as well as the capital structure of the firm and the volatility of its assets, on the date of grant based on certain assumptions. Those conditions are described in the share-based compensation note and include, among others, the dividend growth rate, expected share price volatility and expected life of the options. The fair value of the equity settled options granted is charged to statement of profit or loss over the vesting period of each tranche and the credit is taken to equity, based on the consolidated entity’s estimate of shares that will eventually vest. Intangible assets The Group capitalizes costs for its developed projects when specific criteria are met. Initial capitalization of costs is based on management’s judgement that technological and economic feasibility is achievable, usually when a product development project has reached a defined milestone according to an established project management model. The management makes assumptions regarding the expected future economic benefit to be derived from the intangible asset and therefore whether the capitalized costs are expected to be recovered. This amount of capitalized costs includes significant investment in the development of marking and reading capabilities in the subject material. Prior to being marketed, the Group will obtain a proof-of-concept pilot with an industry leading partner. The innovative nature of the product gives rise to some judgement as to whether the proof-of-concept will be successful such that it will lead t |
TRUE GOLD BUSINESS COMBINATION
TRUE GOLD BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2023 | |
TRUE GOLD BUSINESS COMBINATION | NOTE 3 – TRUE GOLD BUSINESS COMBINATION On October 3, 2023 (acquisition date), the Company signed an agreement with True Gold Consortium Pty Ltd. (“TrueGold”) shareholders to acquire an additional 7.5 51.9 The Company previously held 44.4 22,164 22,164 The Company has elected to measure the non-controlling interests in TrueGold at full fair value which includes also the non-controlling interests’ share in the entire goodwill of TrueGold. The fair value of the non-controlling interests in TrueGold was based on the fair value of TrueGold as a whole, as described above, and was estimated using the discounted cash flow method of the income approach, as TrueGold is a private company and therefore quoted market prices of its share were unavailable. The fair value has been determined by management with the assistance of a valuation performed by an external and independent valuation specialist using valuation techniques and assumptions as to estimates of projected net future cash flows of TrueGold and estimate of the suitable discount rate for these cash flows. The significant assumptions used in estimating the fair value of TrueGold are: 1. After-tax net cash flow discount rate (weighted average cost of capital) of 24.8 2. Terminal value cash flow multiple of 4.59 3 3. Discount for lack of marketability of 25.2 11.17 33.12 The total cost of the business combination comprised a full forgiveness of the outstanding payables from TrueGold to the Company which amounted to AUD 475 307 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 3 – TRUE GOLD BUSINESS COMBINATION (CONT.): The fair value of the identifiable assets and liabilities of TrueGold on the acquisition date: SCHEDULE OF FAIR VALUE OF THE IDENTIFIABLE ASSETS AND LIABILITIES US$ in thousands Cash and cash equivalents 13 Other current receivables 155 Intangible asset (core technology license) 10,449 Trade payables 277 Net identifiable assets 10,340 Non-controlling interests (20,826 ) Goodwill 32,957 Loan to TrueGold 307 Fair value of previous investment 22,164 Fair value of identifiable assets and liabilities 22,471 The only intangible asset identified in the purchase price allocation, and recognized as shown in the table above, represents a core technology license that reflects the existence of underlying technology that has value through its continued use or re-use in many products or many generations of a singular product (that is, a product family). As mentioned above, this licensee represents the current right of TrueGold to use the Company’s intellectual property of technology under a license agreement signed in 2020. For the purpose of the purchase price allocation, this right was treated as a reacquired right and accordingly was recognized separately from goodwill and valued on the basis of the remaining contractual term of the related contract, regardless of whether market participants would consider potential contractual renewals. After acquisition, this intangible asset should be amortized in according to its economic useful life. The Company has not yet began amortizing the asset and is assessing the economic useful life of it. See also Note 7. The goodwill arising from acquisition is attributed to the expected benefits from the synergies of the combination of the activities of the Company and TrueGold. The goodwill recognized is not expected to be deductible for income tax purposes. From the acquisition date, TrueGold has contributed $ 155 692 |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
OTHER CURRENT ASSETS | NOTE 4 - OTHER CURRENT ASSETS SCHEDULE OF OTHER CURRENT ASSETS December 31, 2023 December 31, 2022 Prepaid expenses 142 * 3,157 Tax authorities 257 358 Proof of concept receivables 148 86 Other 87 72 Total 634 3,673 * Includes $ 3,123 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET: | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET: | NOTE 5 - PROPERTY, PLANT AND EQUIPMENT, NET: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT Leasehold improvements Machines and Equipment Furniture and Office Equipment Computers Total Cost At January 1, 2023 63 1,147 65 102 1,377 Additions 15 5 7 4 31 Deductions - - - - - Depreciation - - - - - Currency translation adjustments (3 ) (6 ) (3 ) (4 ) (16 ) At December 31, 2023 75 1,146 69 102 1,392 Accumulated depreciation At January 1, 2023 18 699 31 74 822 Depreciation 6 151 7 16 180 Currency translation adjustments - (18 ) (1 ) (2 ) (21 ) At December 31, 2023 24 832 37 88 981 Net book value at December 31, 2023 51 314 32 14 411 Leasehold improvements Machines and Equipment Furniture and Office Equipment Computers Total Cost At January 1, 2022 81 1,233 83 99 1,496 Additions - 135 - 17 152 Deductions - - - - - Depreciation - - - - - Currency translation adjustments (18 ) (221 ) (18 ) (14 ) (271 ) At December 31, 2022 63 1,147 65 102 1,377 Accumulated depreciation At January 1, 2022 20 645 33 72 770 Depreciation 4 202 7 19 232 Currency translation adjustments (6 ) (148 ) (9 ) (17 ) (180 ) At December 31, 2022 18 699 31 74 822 Net book value at December 31, 2022 45 448 34 28 555 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) |
INVESTMENTS IN ASSOCIATED COMPA
INVESTMENTS IN ASSOCIATED COMPANIES | 12 Months Ended |
Dec. 31, 2023 | |
Investments In Associated Companies | |
INVESTMENTS IN ASSOCIATED COMPANIES | NOTE 6 - INVESTMENTS IN ASSOCIATED COMPANIES SCHEDULE OF INVESTMENTS IN ASSOCIATED COMPANIES Entity Country of Incorporation Percentage Owned December 31, 2023 Percentage Owned December 31, 2022 Yahaloma Technologies Inc. Canada 50 % 50 % True Gold Consortium Pty Ltd. Australia 51.9 % 44.4 % The proportion of ownership interest is equal to the proportion of voting power held. Yahaloma Technologies Inc . On April 30, 2019, Security Matters Ltd. signed an agreement with Trifecta Industries Inc. (“Trifecta”) for the commercialization of Security Matters Ltd.’s trace technology in the diamonds and precious stone industry. Under the terms of the agreement, Security Matters Ltd. and Trifecta established a new entity – Yahaloma Technologies Inc. (“Yahaloma”), which is equally held by Security Matters Limited and Trifecta. Yahaloma will have the exclusive rights and responsibility to commercialize the Group’s intellectual property in the area of diamonds or precious stone. Management has assessed the transaction and reached the conclusion that the new entity is jointly controlled by Security Matters Limited and Trifecta. Management has further determined that the contractual arrangement provides the parties to the joint arrangement with rights to the net assets of the arrangement. The contractual arrangement establishes each party’s share in the profit or loss relating to the activities of the arrangement. The arrangement is a joint venture and the Company’s interests in this joint venture is accounted for using the equity method of accounting. True Gold Consortium Pty Ltd On July 29, 2020, the Company signed a shareholders’ agreement with W.A. Mint Pty Ltd. and TrueGold. The purpose of the agreement is to set the framework for TrueGold’s activity. TrueGold’s goal is to establish an industry standard with the development of an innovative system that can mark (at a molecular level), track and trace gold bars and gold through every stage of the supply chain with blockchain technology. Under the terms of the agreement, TrueGold will be equally held by the above two-mentioned entities, with the goal of adding other shareholders. The Company’s management has assessed the transaction and reached the conclusion that the new entity is jointly controlled by Security Matters Limited, and W.A. Mint Pty Ltd. The Company’s management has further determined that the contractual arrangement provides the parties to the joint arrangement with rights to the net assets of the arrangement. The contractual arrangement establishes each party’s share in the profit or loss relating to the activities of the arrangement. The arrangement is a joint venture and the Company’s interests in this joint venture is accounted for using the equity method of accounting. During 2023 the Company acquired an additional 7.5 % and gained control in TrueGold. See also note 3. SMX Beverages Pty Ltd On February 10, 2020, the Company signed an agreement with Global BevCo Pty Ltd. (“Global BevCo”), an Australian company for the commercialization of Group’s trace technology in the alcoholic beverages industry. Under the terms of the agreement, the Company and Global BevCo established a new private entity, SMX Beverages Pty Ltd (“SMX-B”), which is equally held by the above two-mentioned entities. The Company has the exclusive rights and responsibility to commercialize the Group’s intellectual property in the area of alcoholic beverages. The joint arrangement is a joint venture and the Company’s interests in its associate is accounted for using the equity method of accounting. On December 24, 2021, the Company signed an agreement with Global BevCo to acquire the remaining 50 % shares in SMX-B in exchange for 8,000,001 options of the Company at exercise price of AUD 0.4 , with an expiration date of March 25, 2027 . Total fair value is AUD 960,000 (USD 721,424 ), and the acquisition was settled on March 25, 2022. The Company assigned the consideration to technology license intellectual property. The total fair value of the options was determined according to Black-Scholes model, free rate interest of 2.5 %, expected life 5 years. The acquisition agreement also provides a five-year consulting agreement to Global BevCo including AUD 13,500 per month and a 5 % revenue share for referred clients. SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
INTANGIBLE ASSETS, NET | NOTE 7 - INTANGIBLE ASSETS, NET SUMMARY OF INTANGIBLE ASSETS NET Capitalization of development cost Purchased license Core Technology License Total US$ in thousands US$ in thousands US$ in thousands US$ in thousands COST As of January 1, 2023 4,372 655 - 5,027 Cost, beginning balance 4,372 655 - 5,027 Capitalized development cost 977 157 10,449 11,583 Currency translation adjustments (7 ) 7 - - As of December 31, 2023 5,342 819 10,449 16,610 Cost, ending balance 5,342 819 10,449 16,610 Accumulated amortization As of January 1, 2023 127 - - 127 Accumulated amortization, beginning balance 127 - - 127 Amortization - - - - Currency translation adjustments (3 ) - - (3 ) As of December 31, 2023 124 - - 124 Accumulated amortization, ending balances 124 - - 124 Net book value as of December 31, 2023 5,218 819 10,449 16,486 Net book value 5,218 819 10,449 16,486 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 7 - Intangible assets, NET Capitalization of development cost Purchased license Total US$ in thousands US$ in thousands US$ in thousands COST As of January 1, 2022 4,024 - 4,024 Cost, beginning balance 4,024 - 4,024 Capitalized development cost 975 721 1,696 Currency translation adjustments (500 ) (66 ) (566 ) As of December 31, 2022 4,499 655 5,154 Cost, ending balance 4,499 655 5,154 Accumulated amortization As of January 1, 2022 116 - 116 Accumulated amortization, beginning balance 116 - 116 Amortization 14 - 14 Currency translation adjustments (3 ) - (3 ) As of December 31, 2022 127 - 127 Accumulated amortization, ending balance 127 - 127 Net book value as of December 31, 2022 4,372 655 5,027 Net book value 4,372 655 5,027 An intangible asset at the amount of 145 Intangible assets as of December 31, 2023, consist of capitalized development costs of the Group’s technology as well as the cost of the exclusive license intellectual property ( 662 50 In addition, intangible asset as of December 31, 2023, consist also of core technology license raised from the TrueGold business combination that reflects the existence of underlying technology that has value through its continued use or re-use in many products or many generations of a singular product (that is, a product family). See also Note 3. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
CONVERTIBLE NOTES | NOTE 8 - CONVERTIBLE NOTES A. On January 25, 2023, the Company received an amount of $ 250 250 December 31, 2024 15 10 20 As part of the Convertible Note agreements, the investor was granted two types of warrants: (i) Bonus Warrants - 12,500 11.50 five years (ii) Redeemable Warrants – 12,500 11.50 five years 5.00 The investor has the option to decide that the Company will satisfy any or each redemption through the issuance of ordinary shares of the Company based upon a 20 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 8 - CONVERTIBLE NOTES The Convertible Notes are recorded in accordance with their fair value. The Redeemable Warrants are accounted for as a derivative financial liability. Management utilized a third-party appraiser to assist them in valuing the Convertible Notes and Redeemable Warrants. In order to calculate the fair value of the Convertible Notes, the Company discounted the payment schedule by a discount rate of 32.2 The fair value of the Redeemable Warrants was calculated using Monte-Carlo simulation model with expected volatility of 73.74 3.91 304 73 B. In May 2022, Security Matters PTY Ltd. issued 828,240 1 0.7 828 569 six months (i) if Security Matters PTY Ltd. executes a binding agreement for an M&A transaction or receives USD 20 million or more in return for the issuance of shares on or before December 31, 2022, the principal amount of each 2022 Convertible Note will automatically be converted into shares in Security Matters PTY Ltd. The issuance price per share will be calculated at a 20% discount to the higher of the offer price or price paid by the investors participating in the qualified transaction, as such term is defined in the 2022 Convertible Notes agreement, subject to a floor cap of no lower than AUD 0.15 (USD 0.11) per share. In July 2022, Security Matters PTY Ltd. entered into the Business Combination Agreement that will be subject to de-listing of the Company’s ordinary share capital from the Australian Stock Exchange following receiving an Australian court approval of the future merger (ii) if Security Matters PTY Ltd. has not executed a binding agreement for a qualified transaction until December 31, 2022, the 2022 Convertible Notes balance will automatically convert into ordinary shares at that date. The issuance price per share will be calculated at a 20% discount to the 5-21 day volume weighted average price to December 31, 2022, as such term is defined in the Convertible Notes agreement, subject to a cap of no lower than AUD 0.15 (USD 0.11) per share, and on December 31, 2022 the investors will also be issued unlisted two year options on a 1:2 basis with an exercise price of AUD 0.45 (USD 0.32) per share 563 1,000,000 1,000,000 C. On September 6, 2023, the Company consummated the transactions pursuant to a Securities Purchase Agreement dated as of September 5, 2023 and issued and sold to an institutional investor a convertible promissory note with a fixed conversion price of $ 1.6378 , 3,929,051 warrants As and 2,619,367 warrants Bs, for gross proceeds to SMX of approximately $ 2,358 , before deducting fees and other offering expenses payable by the Company to their service providers. The warrant As are exercisable into 3,929,051 ordinary shares at an exercise price of $ 0.0022 per, share subject to customary adjustments and may be exercised at any time until the five-year anniversary of the Warrant As. The warrant Bs are exercisable into 2,619,367 ordinary shares at an exercise price of $ 1.6378 per share, subject to customary adjustments and may be exercised at any time until the five year anniversary of the warrant Bs. The warrant As and Bs, meet the fixed-for-fixed criterion of IAS 32, resulting in being classified as equity. The note is in the principal amount of $ 4,290 . The actual amount loaned by the investor pursuant to the Note is $ 2,574 after a 40 % original issue discount. The maturity date of the note is the 12-month anniversary of the Effective Date, and is the date upon which the principal amount, as well as any accrued and unpaid interest and other fees, shall be due and payable. Interest accrues in the amount of 12 % per year and shall be payable on the maturity date or upon acceleration or by prepayment or otherwise. The investor has the right, at any time, to convert all or any portion of the then outstanding and unpaid principal amount and interest (including any costs, fees and charges) into the Company’s ordinary shares, at a fixed conversion price of $ 1.6378 per share. Any such conversion is subject to customary conversion limitations set forth in the Purchase Agreement so the investor beneficially owns less than 4.99% of the Company’s ordinary shares. Additionally, the Company has the right to convert in whole or in part the note into ordinary shares; provided that in no case shall the Company so convert the note if the result of the issuance of Ordinary Shares thereby would result in the beneficial ownership of the investor of ordinary shares in excess of 4.99% . SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 8 - CONVERTIBLE NOTES (CONT.): The promissory note was recognized base on the amortized cost method. As of December 31, 2023, the note principle amounted to $ 1 million and during the period $ 2.1 million of promissory note was converted to shares. As of the date of publication of these financial statements, the Company’s institutional investor has converted all of the principle of the convertible promissory note into an aggregate of 2,619,377 Ordinary Shares and exercised the Warrant A and B for 3,789,264 and 2,619,367 Ordinary Shares, respectively . |
BRIDGE LOANS LIABILITIES
BRIDGE LOANS LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
BRIDGE LOANS LIABILITIES | NOTE 9 - BRIDGE LOANS LIABILITIES Between August 2022 to January 2023, Security Matters PTY Ltd. entered into bridge loan agreements (the “Bridge Loans”) with eleven lenders, which lent Security Matters PTY Ltd. an aggregate amount of $ 3,860 two years 10 As of December 31, 2023, the principal and the accumulated interest of the bridge loans were $ 1,739 As part of the Bridge Loans agreements, some of the lenders were granted two types of warrants: (i) Bonus Warrants - 11,045 253 The Bonus Warrants term is five years Management utilized a third-party appraiser to assist them in valuing the Bonus Warrants The fair value of the Bonus Warrants was calculated using the Black and Scholes model. As of December 31, 2023, and as of December 31, 2022, the fair value of the Bonus Warrants was nil 24 (i) Redeemable Warrants Type 1 - 15,545 253 five years ) ● 50.00 110 ● 25.00 ● 25.00 110 Management utilized a third-party appraiser to assist them in valuing the Redeemable Warrants Type 1. The fair value of the Redeemable Warrants Type 1 was calculated using Monte-Carlo simulation model. As of December 31, 2023, and as of December 31, 2022, the fair value of the Redeemable Warrants Type 1 was $ 72 1,973 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 9 - BRIDGE LOANS LIABILITIES (CONT.): (ii) Redeemable Warrants Type 2 – 10,454 253 five years ) ● 50.00 110 ● 50.00 110 Management utilized a third-party appraiser to assist them in valuing the Redeemable Warrants Type 2. The fair value of the Redeemable Warrants Type 2 was calculated using Monte-Carlo simulation model. As of December 31, 2023, and as of December 31, 2022, the fair value of the Redeemable Warrants Type 2 was $421 696 Each investor has the option to decide that the Company will satisfy any or each redemption through the issuance of ordinary shares of the Company based upon a 20% discount to the 20-trading day VWAP preceding each such anniversary The main assumptions used in the three valuation models as of December 31, 2023 described above were: (1) risk free rate 3.91 73.74 4.18 The main assumptions used in the three valuation models as of December 31, 2022 described above were: (1) risk free rate 3.99 81.03 5.18 On March 2023, the Company signed an addendum to the Bridge Loans agreements which convert principal amount of $ 1,350 and redeemable warrants at the amount of $ 1,000 into 872,418 ordinary shares On December 31, 2023, the Company signed an addendum to the Bridge Loans agreements which convert principal amount of $ 750 1,450 4,032,256 4,032,256 4,032,256 1.17 The warrants include a cashless exercise mechanism, according to the terms specified in the addendum and according to the lender election. (the “Cashless Warrants”). Therefore, the Company accounts for the Cashless Warrants as financial liability instruments that measured at fair value and recognized financial expenses or income through profit and loss. The Company valued each Cashless Warrants at $ 0.25 ● risk-free interest rate 4.13 ● expected volatility 70.39 ● expected dividend yield of 0 ● expected term of warrants – 3 As of December 31, 2023 the Cashless Warrants fair value was $ 1,023 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) |
PRE-PAID ADVANCE
PRE-PAID ADVANCE | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
PRE-PAID ADVANCE | NOTE 10 - PRE-PAID ADVANCE In February 2023, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) to raise up to $ 25,000 (i) equal to 96% of the weighted average price (“VWAP”) of the common stock during the applicable pricing period or (ii) equal to 97% of the lowest VWAP of the common stock during a pricing period of 3 consecutive trading days commencing on the relevant period. 3,500 1,500 2,000 92.0% 3.65 1.10 1.10 500 1,500 1,300 1,979 377 On April 13, 2024, the Company exercised its right of termination under the SEPA and sent Yorkville a written termination letter, which is effective 30,000 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
LEASES | NOTE 11 – LEASES The Group has lease contracts for office facilities (including a lab) and motor vehicles used in its operations. Leases of office and lab facilities generally have lease term of 12 3 Set out below are the carrying amounts of right-of-use assets recognized and the movements during the period: SCHEDULE OF RIGHT OF USE ASSETS Office and lab facilities Motor vehicles Total At January 1, 2022 446 20 466 Additions 49 - 49 Foreign currency translation (35 ) (6 ) (41 ) Deductions (7 ) (14 ) (21 ) Depreciation expense (39 ) - (39 ) As at December 31, 2022 414 - 414 Right-of-use assets, beginning balance 414 - 414 Additions - 26 26 Foreign currency translation (6 ) - (6 ) Deductions - - - Depreciation expense (42 ) (3 ) (45 ) As at December 31, 2023 366 23 389 Right-of-use assets, ending balance 366 23 389 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 11 - LEASES (CONT.): Information on leases: SCHEDULE OF INFORMATION ON LEASE 2023 2022 Year ended December 31, 2023 2022 Interest expense on lease liabilities 32 51 Total cash outflow for leases 45 39 For an analysis of maturity dates of lease liabilities, see Note 22 on liquidity risk. |
OTHER PAYABLES
OTHER PAYABLES | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
OTHER PAYABLES | NOTE 12 - OTHER PAYABLES SCHEDULE OF OTHER PAYABLES December 31, 2023 December 31, 2022 Employees, salaries and related liabilities 726 392 Related party 4 56 Liabilities for grants received (see also note 20) 153 50 Excise Tax 1,569 - Other 31 152 Total 2,483 650 |
BORROWINGS FROM RELATED PARTIES
BORROWINGS FROM RELATED PARTIES | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
BORROWINGS FROM RELATED PARTIES | NOTE 13 - BORROWINGS FROM RELATED PARTIES In 2015, the Group signed an agreement to receive a loan of ILS 2 513 4% SCHEDULE OF BORROWINGS FROM RELATED PARTIES December 31, 2023 December 31, 2022 Balance at January 1, 710 270 Borrowings from related parties, beginning balance 710 270 Payment of borrowings (657 ) (172 ) Provision for bonus (include interest) - 621 Exchange rate differences (53 ) (9 ) Balance at December 31, - 710 Borrowings from related parties, ending balance - 710 In consideration of providing funding as a seed capitalist, the Company agreed to provide, as additional consideration, a bonus payments (the “Bonus Payments”) on the occurrence of an exit or major liquidity event. In any way, the Bonus Payments are capped at ILS 3 965 The Bonus Payments are intended to operate in one of the two trigger events: (i) dividend distributions paid by the Company; or (ii) the sale of shares by a lender in Security Matters Ltd. (either in the event of a takeover or otherwise) Only if the aggregate amounts of one of the two trigger events exceeds the investment of the lenders in the Company (in a way of loan or shares), then the lender would be entitled the Bonus Payments based on a formula set forth in the agreement. The amount of the Bonus Payments is the amount that exceeds the aggregate sum invested in the Company (in a way of loan or shares) by the lender divided by several factors according to the formula as set forth in the agreement. SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 13 - BORROWINGS FROM RELATED PARTIES (CONT.): There is no time limit to pay the Bonus Payments. Once the Company has paid each Bonus Payment in its entirety (i.e., the cap of ILS 3 87 In August 2022 the loan from related party has been fully repaid and the Company signed an addendum to the loan agreement that reduces the total amount of the Bonus Payments to ILS 2.5 million (approximately 710 ), to be paid upon the completion of the business combination. As of December 31, 2022, the liability was 710 On September 19, 2023, the Company amended its loan agreements dated September 7, 2015, by and between the Company, its shareholders and Kamea Fund (the “Loan Agreements”). Pursuant to the amendment to the Loan Agreements, Kamea agreed to convert $ 657 487,281 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 14 - SHAREHOLDERS’ EQUITY A. Share capital: SCHEDULE OF SHARE CAPITAL Number of shares December 31, 2023 December 31, 2022 Authorized Issued and outstanding Authorized Issued and outstanding Ordinary shares 0.0022 36,363,636,364 10,185,909 22,727,272 - Preferred shares 0.0001 200,000,000,000 - - - Deferred shares 1 25,000 25,000 25,000 25,000 Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have a par value per share of $ 0.0022 Preferred shares Preferred shares with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. Deferred shares Deferred Ordinary Shares are non-voting shares and do not convey upon the holder the right to be paid a dividend or to receive notice of or to attend, vote or speak at a general meeting. The Deferred Shares confer the right on a return of capital, on a winding-up or otherwise, only to the repayment of the nominal value paid up on the Deferred Shares after repayment of the nominal value of the Ordinary Shares. SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 14 - SHAREHOLDERS’ EQUITY (CONT.): B. Changes in Share capital 1. On March 7, 2023 (the “Closing Date”), the Company consummated the Business Combination as described in Note 1B. Beginning on the day immediately prior to the Closing Date and ending on the day immediately after the Closing Date, the following transactions occurred: a) The AUD 828,240 1,000,000 b) Security Matters PTY Ltd. performed acceleration of vesting for all unvested warrants and options, the expense for the acceleration amounted to $ 186 c) 32,211,716 24,568,773 d) 848,784 193,500,379 shareholders received as consideration 1 ordinary share of the Company per 10.3624 Security Matters PTY Ltd.’s ordinary shares e) The Company issued 160,227 2,200,000 6,250,000 11.5 0.0204 f) The Company issued 303,053 3,110 g) The Company issued 872,418 1,350 200,000 5 5 11.5 2. During 2023, the Company issued 1,237,751 4,196 1,979 3. On June 22, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, LLC (the “Underwriter”) relating to the public offering of (i) 606,061 0.24 606,061 606,061 0.24 606,061 606,061 0.24 The Company also granted the Underwriter a 45-day option to subscribe for, in the aggregate, (a) up to 90,909 0.24 90,909 0.2399 0.0 001 90,909 90,909 0.24 90,909 90,909 0.24 The offering closed on June 27, 2023. The Company delivered the Firm Shares (or Firm Share equivalents in the form of Pre-Funded Warrants), the Firm Warrants and the Option Warrants to the Underwriter on the same day. The Warrant A terms specify that the warrants may be exercised at any time on or before June 27, 2028. On or after the earlier of (i) the thirty day anniversary of the date of the Underwriting Agreement and (ii) the date on which the aggregate composite trading volume of the Company’s ordinary shares as reported by Bloomberg LP beginning on the date of the Underwriting Agreement exceeds 681,818 ordinary shares, a holder of Warrant A warrants may also provide notice and elect a “cashless exercise” pursuant to which the holder would receive an aggregate number of ordinary shares equal to the product of (x) the aggregate number of ordinary shares that would be issuable upon a cash exercise and (y) $0.50. As of the date of the authorization of these financial statements, an aggregate of 690,096 345,349 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 14 - SHAREHOLDERS’ EQUITY (CONT.): On December 8, 2023, the Company consummated an inducement offer letter agreement with certain holders of the Company’s outstanding Warrant Bs to purchase Ordinary Shares of the Company. The Warrant Bs were issued on June 27, 2022 and had an exercise price of $ 5.28 Pursuant to the inducement letter, the holders agreed to exercise for cash their Warrant Bs to purchase an aggregate of 606,060 1.15 909,090 (i) $0.0022 per share in an amount not to exceed 75% of the New Warrant Shares, or (ii) $1.15 per share, in the discretion of the warrant holders. The Company received aggregate gross proceeds, before payment of transaction fees and expenses, of $ 697 In accordance with IAS 32, the Company measured the difference between the fair value of the consideration the holder receives on conversion of the instrument under the revised terms and the fair value of the consideration the holder would have received under the original terms, was recognized as a loss in profit or loss. The Company utilized Black-Scholes valuation model to calculate the fair values of the repriced warrants both before and after the repricing and recognized the incremental fair value of $ 209 909,090 865 Warrant A was valued at $0.067 which is half of the share market price at the end of the period, assuming cashless exercise. Warrants A were considered to be a derivative financial liability. The terms of the warrant Bs specify that each warrant has a cash exercise price of $ 0.24 0.0602 70.39 4.13 2,580 660 666,667 0.264 0.0575 70.39 4.13 4. On August 8, 2023, at the Extraordinary General Meeting of Shareholders of the Company, the Company’s shareholders voted in favor of consolidating every twenty-two ordinary shares in the authorized but unissued and in the authorized and issued share capital of the Company into one ordinary share (the “Reverse Stock Split”). On August 21, 2023, the Company’s ordinary shares began trading on the Nasdaq Global Market on a post-Reverse Stock Split basis under the current symbol “SMX”. 5. On September 19, 2023, the Company amended its loan agreements dated September 7, 2015, by and between the Company, its shareholders and Kamea Fund (the “Loan Agreements”). Pursuant to the amendment to the Loan Agreements, Kamea agreed to convert $ 657 487,281 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 14 - SHAREHOLDERS’ EQUITY (CONT.): 6. On December 31,2023 The Company also issued 457,682 260 C. Options granted to employees and service providers: 1. In June 2018, Security Matters PTY Ltd. has adopted a Share Option Plan (the “Plan”) to provide an incentive to retain, in the employment or service or directorship of the Group and provide the ability to attract new employees, directors or consultants whose services are considered valuable. The persons eligible to participate in the Plan include employees, directors and consultants of Security Matters PTY Ltd. or any subsidiary. On March 7, 2023 as part of the SPAC transaction. These options were exercised on a cashless basis and then after replaced to the Company’s shares. See also note 14B1(c-d). 2. In March 7, 2023 Security Matters PTY Ltd. performed acceleration of vesting for all unvested warrants and options, the expense for the acceleration amounted to $ 186 3. In April 25, 2023, the Company’s board of directors and its shareholders approved and adopted the SMX Public Limited Company 2022 Incentive Equity Plan, which was subsequently amended the Company’s board of directors, subject to applicable Nasdaq requirements, which reserved for grant a number of ordinary shares equal to 15 5,082,417 4. During the period ended December 31, 2023, the Company granted 197,000 1 1.09 2,820 RSUs granted to employees, directors and service providers: SCHEDULE OF RESTRICTED STOCK UNIT Year ended December 31, 2023 (in thousands) Year ended December 31, 2022 (in thousands) Outstanding at beginning of period - - Granted 197 - Vested (57 ) - Forfeited (4 ) - Outstanding at December 31, 2023 136 - SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 14 - SHAREHOLDERS’ EQUITY (CONT.): 5. During the year ended December 31, 2023, the Company granted 38,656 22.71 88 4 5 219 184 A summary of the status of the Company’s Share Option Plan granted to employees and service providers (including performance-based awards) and changes during the relevant period ended on that date is presented below: SCHEDULE OF SHARE OPTION GRANTED Year ended Year ended Number of options (in thousands) Weighted average Exercise price (USD) Number of options (in thousands) Weighted average Exercise price (USD) Outstanding at beginning of year 57 44.22 73 41.85 Issue of options 38 82.04 17 41.85 Expired (30 ) 31.02 (33 ) 34.10 Outstanding at end of year 65 69.92 57 54.25 Exercisable options 58 68.67 38 43.40 The options to employees and service providers outstanding as of December 31, 2023, are comprised, as follows: SCHEDULE OF OPTIONS TO EMPLOYEES OUTSTANDING Exercise price (USD) Outstanding as of December 31, 2023 Weighted average remaining contractual term Exercisable as of December 31, 2023 Weighted average remaining contractual term (years) (years) 18.70 23.32 5 2.46 5 2.46 29.48 31.02 3 3.21 3 3.21 40.48 48.18 6 1.41 6 1.41 52.80 56.10 9 2.26 9 2.26 78.54 88.00 35 4.40 28 4.38 93.28 108.90 7 3.03 7 3.03 65 58 1. The options issued in 2023, were valued using the Black-Scholes pricing model. The main parameters which were used are: (1) risk-free rate: 3.58 3.42 78.35 73.01 5 0 2. The options issued in 2022, were valued using the Black-Scholes pricing model. The main parameters which were used are: (1) risk-free rate: 3.09 4.68 %; (2) expected volatility: 62.06 85.03 %: (3) expected term: up to 5 years; and (4) expected dividend yield: 0 %. SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) |
RESEARCH AND DEVELOPMENT EXPENS
RESEARCH AND DEVELOPMENT EXPENSES, NET | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES, NET | NOTE 15 - RESEARCH AND DEVELOPMENT EXPENSES, NET SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSE December 31, 2023 December 31, 2022 December 31, 2021 Salaries and related expenses 2,228 2,166 1,795 Subcontractors and consultants 344 374 631 Materials and laboratory expenses 223 316 252 Depreciation and amortization 197 255 287 Share based compensation 447 127 100 Travel expenses 87 50 42 Freight 33 30 23 Other 10 6 - Reimbursement from paid pilots and proof of concept projects (858 ) (1,426 ) (1,091 ) Total 2,711 1,898 2,039 |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 16 - GENERAL AND ADMINISTRATIVE EXPENSES SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES December 31, 2023 December 31, 2022 December 31, 2021 BCA transaction cost 7,278 - - Professional services 667 1,105 1,089 Public company expenses 5,128 - - Wages and salaries related 1,348 935 752 Travel expenses 611 223 - Office and maintenance 170 145 116 Share based compensation 1,222 137 331 Insurance 50 60 102 Depreciation and amortization 30 35 28 Other 63 83 64 Total 16,567 2,723 2,482 |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
TAXES ON INCOME | NOTE 17 - TAXES ON INCOME 1. The Company is incorporated and domiciled in Ireland where the applicable tax rate is 12.5% 2. Theoretical tax: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE December 31, 2023 December 31, 2022 December 31, 2021 Reconciliation of income tax at the statutory rate Loss before income tax (20,989 ) (6,184 ) (4,939 ) Theoretical tax rate of 12.5% (2,624 ) (1,701 ) (1,358 ) Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Non-deductible expenditure and others 3254 335 118 Unrecognized temporary differences and tax losses for which deferred tax weren’t recognized (630 ) 1,366 1,240 Income tax / (benefit) — — — 3. As of December 31, 2023, the Group has estimated carry forward tax losses of approximately $45,095 (2022: $24,106 2021 :$17,659 ) which may be carried forward and offset against taxable income for an indefinite period in the future. The Group did not recognize deferred tax assets relating to carry forward losses in the financial statements because their utilization in the foreseeable future is not probable. SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Profit or loss [abstract] | |
LOSS PER SHARE | NOTE 18 - LOSS PER SHARE SCHEDULE OF LOSS PER SHARE December 31, 2023 December 31, 2022 December 31, 2021 Net loss attributable to the owners of the company (20,914 ) (6,184 ) (4,939 ) Basic and diluted loss per share (7.82 ) * (8.47 ) * (7.41 ) Weighted average number of ordinary shares used in calculating basic and diluted loss per share 2,676 730 666 * Restated as a result of the SPAC transaction and the reverse share split described in Note 14B(4), the calculation of the basic and diluted loss per share for all past periods presented have been adjusted retrospectively based on the new number of shares as derived from the conversion ratio. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
RELATED PARTIES | NOTE 19 - RELATED PARTIES Key Management Personnel Compensation and other related party transactions and balances: The key management personnel, among others includes board members, CEO and CFO. The totals of remuneration paid to Key Management Personnel and related parties during the years are as follows : SCHEDULE OF KEY MANAGEMENT PERSONNEL 1. Transactions with related parties: December 31, 2023 December 31, 2022 Issuance of options to related party - 721 Short-term salary and fees 803 508 Short-term salary until deletion 22 - Loan repayment - 172 Conversion of loan to ordinary shares 657 - Share based payments 2,084 98 Post-employment retirement benefits 98 94 Payment for Administrative services 34 36 Non-monetary benefits 49 29 Payments for legal services 287 - Revaluation of financial liabilities at fair value 1,204 - Proof of Concept projects paid by affiliated companies - (1,064 ) Key management personnel compensation 5,238 594 SCHEDULE OF BALANCE WITH RELATED PARTIES 2. Balance with related parties: December 31, 2023 December 31, 2022 Key management Salary and related (219 ) (99 ) Directors Salary and related - (82 ) Shareholders Borrowings from related parties - (710 ) Shareholders Other accounts payable (3 ) (56 ) Shareholders Trade payables (58 ) - Shareholders Derivatives (476 ) - Joint Ventures Other receivables 15 59 Joint Ventures Investment in subsidiary 115 221 (626 ) (667 ) SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) |
GOVERNMENT GRANTS
GOVERNMENT GRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
GOVERNMENT GRANTS | NOTE 20 - GOVERNMENT GRANTS The Government of Israel encourages research and development projects oriented towards products for export or projects which will otherwise benefit the Israeli economy. This is conducted via the Israel Innovation Authority (IIA), which replaced the former Office of the Chief Scientist (OCS). The Group has an approved project with the IIA under which it received a total of $ 162 3% 0 Until October 25, 2023, the interest was calculated at a rate based on 12-month London Interbank Offered Rate, or LIBOR applicable to US Dollar deposits. However, on October 25, 2023, the IIA published a directive concerning changes in royalties to address the expiration of the LIBOR. Under such directive, regarding IIA grants approved by the IIA prior to January 1, 2024 but which are outstanding thereafter, as of January 1, 2024 the annual interest will be calculated at a rate based on 12-month Secured Overnight Financing Rate, the SOFR, or at an alternative rate published by the Bank of Israel plus 0.71513%; and, for grants approved on or following January 1, 2024 the annual interest will be the higher of (i) the 12 months SOFR interest rate, plus 1%, or (ii) a fixed annual interest rate of 4% SCHEDULE OF GOVERNMENT GRANTS December 31, 2023 December 31, 2022 Short term liability at year end 153 50 Long term liability at year end - 85 Total 153 135 |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 21 - COMMITMENTS AND CONTINGENT LIABILITIES As part of the Board’s ongoing regulatory compliance process, the Board continues to monitor legal and regulatory developments and their potential impact on the Company. Management is not aware of any contingencies that may have a significant impact on the financial position of the Company. 1. In January 2015, the Company entered an agreement with Isorad Ltd. (a company wholly owned by the State of Israel with rights to exclusively commercialize the Soreq Research Center technology for civilian uses), according to which the Company was granted technological license in return for future royalties based on 2.2% 1% 2% On January 2023, the Company signed an amendment to the agreement that determine the following: (1) for the BCA with Lionheart, Isorad was issued (a) 864,000 options to purchase shares of the Company, the options were issued in January 2023 and valued using the Black-Scholes pricing model. The main assumptions which were used are: (1) risk-free rate: 3.42% ; (2) expected volatility: 81.92% : (3) expected term: up to 3 years; and (4) expected dividend yield: 0 The fair value of these options was $ 33 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 21 - COMMITMENTS AND CONTINGENT LIABILITIES (CONT.): (2) Additionally, Isorad will be entitled to 1% of any amount actually received against equity or other funding convertible into equity at the closing of the transaction and until 13 months thereafter (to be paid after reaching an aggregated received amount of 27 million, or at the end of such 13 months, the earlier thereof). As of December 31, 2023, based on the funds the Company actually received, the Company recognized a technology license intellectual property at the amount of $ 123 (3) Exit fee - in the occurrence of the first M&A event (as such event is defined in such agreement to include mergers, sale of all or substantially all the assets of the Company and similar event) after the closing of the BCA, the Company is to pay a cash amount equal to 1.5% of the amount received or transferred. This will not apply to any future offer of shares, merger or sale of assets thereafter. |
FINANCIAL INSTRUMENTS AND RISK
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | 12 Months Ended |
Dec. 31, 2023 | |
Financial Instruments And Risk Management | |
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | NOTE 22 - FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Composition of the Group’s financial assets and financial liabilities: SCHEDULE OF FINANCIAL ASSETS AND IMPACT OF CREDIT EXPOSURE 2023 2022 December 31, 2023 2022 Financial assets at amortized cost: Cash and cash equivalents 168 1,398 Other current receivables 424 3,673 Total financial assets 592 5,071 SCHEDULE OF FINANCIAL LIABILITIES FAIR VALUE THROUGH PROFIT OR LOSS 2023 2022 December 31, 2023 2022 Financial liabilities at fair value through profit or loss: Convertible notes 377 563 Trade and other payables 12,487 3,622 Bridge loans 2,233 3,682 Pre-paid advance 700 - Derivatives 1,143 - Total financial liabilities at fair value through profit or loss 16,940 7,867 Financial liabilities at amortized cost: Convertible promissory note 1,013 - Lease liabilities 649 - Government grants 153 - Borrowing from related parties - - Total financial liabilities at amortized cost 1,815 - Total financial liabilities 18,755 7,867 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 22 - FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT.): Financial risk management objectives The Group’s activities expose it to a variety of financial risks such as market risks (foreign currency risk), credit risk and liquidity risk. The Company’s management oversees the management of these risks, focusing on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the Group. The Group uses different methods to monitor different types of risk to which it is exposed. These methods include sensitivity analysis in the case of foreign exchange, ageing analysis for credit risk and maturity analysis in respect of liquidity risk. Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices, which in the group’s case refers only to foreign currency risk. Financial instruments affected by this risk include, loans and borrowings and short-term payables and receivables. Foreign currency risk Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the functional currency. The Group is exposed to foreign exchange risk arising from currency exposure primarily with respect to the NIS and Euro. As of December 31, 2023, the Group has excess financial liabilities over financial assets in foreign currencies in relation to the NIS, AUD, SGD and EUR totaling approximately $ 1,651 , $ 185 $ 142 and $ 101 , respectively (December 31, 2022: approximately $ 729 , $ 1265 $ 0 and $ 34 , respectively). Foreign currency sensitivity analysis The following table demonstrates the sensitivity test to a reasonably possible change of 10% in EUR and NIS exchange rates against the USD, with all other variables held constant. The impact on the Group’s net loss (tax effect is not relevant) and equity is due to changes in the fair value of monetary assets and liabilities including non-designated foreign currency derivatives and embedded derivatives. The Company’s exposure to foreign currency changes for all other currencies is immaterial . SCHEDULE OF FOREIGN CURRENCY SENSITIVITY ANALYSIS Change in NIS rate Effect on net loss December 31, 2023 10 % 165 December 31, 2022 10 % 73 Change in AUD rate Effect on net loss December 31, 2023 10 % 19 December 31, 2022 10 % 127 Change in SGD rate Effect on net loss December 31, 2023 10 % 14 December 31, 2022 10 % - Change in EUR rate Effect on net loss December 31, 2023 10 % 10 December 31, 2022 10 % 3 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 22 - FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT.): Credit risk Credit risk is the risk that a counterparty will not meet its obligations as a customer or under a financial instrument leading to a loss to the Group. The Group is exposed to credit risk from its operating activity (other receivables and cash balances). The Group’s main financial assets are cash and cash equivalents as well as other receivables and their carrying amounts represent the Group’s maximum exposure to credit risk. Credit risk from balances with banks and financial institutions is managed by the Group’s management in accordance with the Group’s policy. Wherever possible and commercially practical, the Group holds cash with major financial institutions in Israel and Australia which the Company’s management regards as financially solid. Liquidity risk Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Group has procedures to minimize such loss by maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities. As of the balance sheet date, the Group has a positive working capital. The following tables detail the Group’s remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. As of December 31, 2023 SCHEDULE OF UNDISCOUNTED FINANCIAL LIABILITIES Less than one year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years >5 years Total Trade and other payables 12,487 - - - - - 12,487 Bridge loans 1,750 453 15 15 - - 2,233 Government grants 153 - - - - - 153 Lease liability 81 81 74 74 74 265 649 Convertible promissory note 1,013 - - - - - 1,013 Pre-paid advance 700 - - - - - - 700 Convertible note 377 - - - - - 377 Financial derivatives 1,143 - - - - - 1,143 17,704 534 89 89 74 265 18,755 As of December 31, 2022 Less than one year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years >5 years Total Trade and other payables 3,622 - - - - - 3,622 Bridge loans - 1,031 - - - - 1,031 Government grants 75 84 - - - - 159 Lease liability 72 72 72 72 72 353 713 Borrowings from related parties 710 - - - - - 710 4,479 1,187 72 72 72 353 6,235 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
FAIR VALUE MEASUREMENT | NOTE 23 - FAIR VALUE MEASUREMENT Fair value hierarchy The following tables detail the consolidated entity’s assets and liabilities, measured or disclosed at fair value, using a three-level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3: Unobservable inputs for the asset or liability. SCHEDULE OF UNOBSERVABLE FOR ASSETS OR LIABILITY As of December 31, 2023 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities Derivative financial liabilities - - 1,707 1,707 Tradable warrants 2 - - 2 Total 2 - 1,707 1,709 As of December 31, 2022 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities Derivative financial liabilities - - 1,031 1,031 Total - - 1,031 1,031 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | NOTE 24 - SUBSEQUENT EVENTS Since the reporting date the following significant events have occurred: 1. The financial statements were authorized for issuance on April 19, 2024. 2. On January 12, 2024 the Company announced that it entered into a $ 5 3. In January 2024, pursuant to the inducement letter described in note 14(3), the holders of the new 909,090 454,544 454,544 4. In February 2024, the Company entered into a Letter Agreement with Yorkville dated February 1, 2024 (the “Letter Agreement”), which amends the SEPA. Pursuant to the Letter Agreement, the Company agreed to make payments to Yorkville, which may include proceeds of Advances under the SEPA, to repay the amounts outstanding under the Pre-Paid Advance plus payment premium. The Company agreed to pay a fee to Yorkville equal to $ 200 The Company further agreed to issue to Yorkville a 5-year warrant to purchase 250,000 0.0022 5. On February 20, 2024, the Company closed an underwritten public offering of 12,124,666 0.24 1-for-1 basis 0.2378 2.9 2.66 6. On February 28, 2024, in connection with a private placement binding term sheet, the Company issued (i) a convertible security to an investor relating to a loan in the principal amount of $ 407 0.5 350 7. On February 29, 2024, the Company’s Board of Directors approved a grant of 1,500,000 166,667 8. On March 4, 2024, the Company’s Board of Directors approved the issuance of 100,000 9. On April 11, 2024 the Company entered into a Securities Purchase Agreement and issued and sold to an institutional investor a promissory note and warrants, for gross proceeds of approximately US$ 2.0 2,250 2.0 10% 12% 5 11,825,508 0.157 2,619,367 1.6378 0.0022 10. On April 19, 2024, the Company entered into a Stock Purchase Agreement (the “SPA”) with an institutional investor, pursuant to which the investor has committed to purchase from time to time from the Company, up to $ 30,000 of the Company’s ordinary shares, subject to the terms and conditions specified in the SPA. Subject to the terms and conditions of the SPA, the Company has the right from time to time at its discretion, any time after the three month anniversary of the shares underlying the SPA being registered for resale pursuant to the Registration Rights Agreement referred to below, to direct Alpha to purchase a specified amount of the Company’s ordinary shares (each such sale, a “Put”) by delivering written notice to Alpha (each, a “Put Notice”). There is a $20 mandatory minimum amount for any Put and it may not exceed $500 in any consecutive 30-day period, subject to a volume threshold equal to the quotient of (a) the number of ordinary shares requested by the Company in a Put Notice divided by (b) 0.30. The ordinary shares will be purchased at a price equal to: (a) 95 % of the lowest daily traded price of the Company’s ordinary shares during the five trading day valuation period (provided that it shall not be less than a Company-specified minimum acceptable price) (“Market Price”), if the market price of the ordinary shares is over $1.00; (b) 90% of the Market Price, if the market price of the ordinary shares is between $0.80 and $1.00: (c) 85% of the Market Price, if the market price of the ordinary shares is between $0.60 and $0.80; (d) 80% of the Market Price, if the market price of the ordinary shares is between $0.40 and $0.60; (e) 75% of the Market Price, if the market price of the ordinary shares is between $0.20 and $0.40; and (f) 50% of the Market Price, if the market price of the ordinary shares is below $0.20. The SPA contains restrictions on the Company’s ability to enter into any Variable Rate Transaction (as defined in the SPA), as described in the SPA. The obligations of the investor to accept any Put pursuant to a Put Notice is subject to customary conditions, including that it is not required to purchase any ordinary shares pursuant to a Put if it would result in it beneficially owning in excess of 4.99% of the Company’s ordinary shares, and that the ordinary shares subject to the Put be registered for resale. The Company agreed to pay a commitment fee to the investor equal to 1.5% of the commitment amount, payable in shares, or 2,725,621 ordinary shares (the “Commitment Shares”) and which are subject to a three month lock-up. The SPA will automatically terminate on the earliest to occur of (a) the first day of the month next following the 36-month anniversary of the date of the SPA or (ii) the date on which the investor shall have made payment of Puts pursuant to the SPA for ordinary shares equal to $ 30,000 11. As of the date of publication of these financial statements, the Company’s institutional investor has converted all of the principal of the convertible promissory note into an aggregate of 2,619,377 3,789,264 2,619,367 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS: (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies Accounting Judgments Estimates And Assumptions | |
Basis of preparation | Basis of preparation These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”). The financial statements have been prepared under the historical cost convention except for certain financial liabilities which are measured at fair value. |
Principles of consolidation | Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of SMX (Security Matters) Public Limited Company as of December 31, 2023 and 2022 and the results of all subsidiaries for the three years in the period then ended. SMX (Security Matters) Public Limited Company, a public limited company and its subsidiaries together are referred to in these financial statements as the Group or the “consolidated entity”. Subsidiaries are all those entities over which the Company has control. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is obtained by the Company and until the date that control is lost. Intercompany transactions between entities in the consolidated entity are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. |
Investments in associated companies | Investments in associated companies Investments in associated companies are accounted under the equity method and are initially recognized at cost. The investment’s cost includes transaction costs. The consolidated financial statements include the Group’s share in net income or loss, in other comprehensive income or loss, and in the net assets of associated companies accounted by the equity method from the date when significant influence or joint control materialized, until the date on which the conditions for significant influence or joint control are no longer met. Losses of an associate in amounts which exceed its equity are recognized by the Company to the extent of its investment in the associate plus any losses that the Company may incur as a result of a guarantee or other financial support provided in respect of the associate. |
Reverse acquisition transaction | Reverse acquisition transaction The result of the merger between the Company and Security Matters PTY Ltd. as described in Note 1.B is that legally the Company owns the entire share capital of Security Matters PTY Ltd. Accordingly, for financial reporting purposes, Security Matters PTY Ltd. (the legal subsidiary) is the accounting acquirer, and the Company (the legal parent) is the accounting acquiree. The consolidated financial statements prepared following the reverse acquisition are issued under the name of the Company, but they are a continuance of the financial statements of Security Matters PTY Ltd. and reflect the fair values of the assets and liabilities of the Company (the acquiree for accounting purposes), together with a deemed issuance of shares by Security Matters PTY Ltd. at fair value based on the quoted opening share price of the Company in its first trading day following the closing of the business combination transaction ($ 11,599 16,802 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (CONT.): The Company is initially consolidated in the financial statements from the closing date of the Business Combination. Substantially all of the assets and liabilities of the Company were comprised of marketable securities held in a trust account ($ 4,921 10,127 1. The assets and liabilities of Security Matters PTY Ltd. have been recognized and measured in these consolidated financial statements at their pre-combination carrying amounts. 2. The retained earnings and other equity balances recognized in those consolidated financial statements are the retained earnings and other equity balances of Security Matters PTY Ltd. immediately before the Business Combination. 3. The amount recognized as issued equity instruments in these consolidated financial statements has been determined by adding to the issued equity of Security Matters PTY Ltd. immediately before the Business Combination the fair value of the deemed issuance of shares, as described above. However, the equity structure (the number and type of shares issued) reflects the equity structure of the Company, including the shares issued by the Company through recapitalization. Accordingly, the equity structure of Security Matters PTY Ltd. (issued capital and addition paid in capital) in comparative periods is restated using the exchange ratio established in the Business Combination to reflect the number and par value of shares of the Company issued in the reverse acquisition transaction. 4. The statement of comprehensive loss reflects that of Security Matters PTY Ltd. for the full period together with the post-acquisition results of the Company from the Closing Date. Loss per share of Security Matters PTY Ltd. for periods prior to the acquisition date is restated such the denominator of the historical loss per share calculation is adjusted by multiplying the weighted-average shares used in each historically reported loss per share calculation by the exchange ratio established in the Business Combination. |
Foreign currency | Foreign currency The consolidated financial statements are prepared in US Dollars which is the functional and presentation currency of the Company. Security Matters (SMX) PLC functional currency is US Dollar. The functional currency of Lionheart III Corp is US Dollar. The functional currency of SMX Fashion and Luxury is EURO. The functional currency of True Silver SMX Platform is Canadian Dollars. The functional currency of SMX (Security Matters) Ireland Limited is US Dollar. The functional currency of SMX Circular Economy Platform PTE, Ltd. is Singapore Dollar. Security Matters Pty Ltd.’s functional currency is Australian Dollars. The functional currency of Security Matters Ltd. (Israel) is New Israeli Shekels. The functional currency of Security Matters Canada Ltd. is Canadian Dollars. The functional currency of SMX Beverages Pty Ltd. is Australian Dollar. The functional currency of True Gold consortium PYT LTD. is Australian Dollar. Transactions and balances in foreign currencies are converted into US Dollars in accordance with the principles set forth by International Accounting Standard (IAS) 21 (“The Effects of Changes in Foreign Exchange Rates”). Accordingly, transactions and balances have been converted as follows: ● Assets and liabilities – at the rate of exchange applicable at the reporting date; ● Expense items – at annual average rate at the statements of financial position date. ● Share capital, capital reserve and other capital movement items were at rate of exchange as of the date of recognition of those items. ● Accumulated deficit was based on the opening balance for the beginning of the reporting period in addition to the movements mentioned above. ● Exchange gains and losses from the aforementioned conversion are recognized in the statement of other comprehensive lose in Foreign Currency Translation Reserve. SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (CONT.): |
Issue of a unit of financial instruments | Issue of a unit of financial instruments The issue of a unit of financial instruments such as a financial liability (e.g., a loan) and free-standing derivative (e.g. warrants) involves the allocation of the proceeds received (before issuance costs) to financial derivatives and other financial instruments measured at fair value in each period and to financial liabilities that are measured at amortized cost, with residual allocated to equity instruments. Issuance costs are allocated to each component pro rata to the amounts determined for each component in the unit. |
Governmental grants | Governmental grants Government grants received for the use of research and development activities, for which the Group undertook to pay royalties to the state, contingent on future sales arising from this financing, were treated as forgivable loans. The grant was recognized as a liability in the financial statements, except when there is reasonable assurance that the Group will comply with the conditions for the forgiveness of the loan, then it would be recognized as a government grant. When the loan bears a below-market rate of interest, the liability is recognized at its fair value in accordance with the market interest rate prevailing at the time of receiving the grant. The difference between the consideration received and the liability recognized at inception was treated as a government grant and recognized as a reimbursement of research expenses. The repayment of the liability to the state is reviewed every reporting period, with changes in the liability resulting from a change in the expected royalties recognized in profit or loss. |
Fair value measurement | Fair value measurement Fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: A. In the principal market for the asset or liability; or B. In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. |
Classification of financial instruments by fair value hierarchy | Classification of financial instruments by fair value hierarchy The financial instruments presented in the statements of financial position at fair value are grouped into classes with similar characteristics using the following fair value hierarchy which is determined based on the source of input used in measuring fair value: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable either directly or indirectly. Level 3 - Inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). |
Financial assets | Financial assets The Group classifies its financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Group’s accounting policy for each category is as follows: Other receivables: These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services, but also incorporate other types of contractual monetary asset. These assets are carried at amortized cost less any provision for impairment. The Group has no financial assets classified at fair value through profit or loss. SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (CONT.): |
Financial liabilities | Financial liabilities financial liabilities measured at amortized cost: Financial liabilities are initially recognized at fair value less transaction costs that are directly attributable to the issue of financial liability. After initial recognition, the Group measures all financial liabilities at amortized cost using the effective interest rate method, which ensures that any interest expense over the period is at a constant interest rate on the balance of the liability carried in the statement of financial position, except for financial liabilities which are measured at fair value through profit or loss. measured at fair value through profit or loss: These financial liabilities comprise of derivatives that are options which are to be settled in equity instruments but nevertheless do not meet the definitions of equity instruments. The Group measures those financial liabilities at fair value. Transaction costs are recognized in profit or loss. After initial recognition, changes in fair value are recognized in profit or loss. |
Impairment of non-financial assets | Impairment of non-financial assets Intangible assets and goodwill that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. |
Property, plant and equipment | Property, plant and equipment Items of property, plant and equipment are initially recognized at cost. Cost includes directly attributable costs and the estimated present value of any future costs of dismantling and removing items. Depreciation is computed by the straight-line method, based on the estimated useful lives of the assets, as follows: SCHEDULE OF DEPRECIATION RATES OF PROPERTY, PLANT AND EQUIPMENT % Computers 33 Machines and equipment 20 Furniture and office equipment 10 Leasehold improvements 8 Leasehold improvements are depreciated over the term of the expected lease including optional extension, or the estimated useful lives of the improvements, whichever is shorter. |
Reimbursement of research and development expenses | Reimbursement of research and development expenses Reimbursements in proof of concept (POC) agreements of expenditures on research and development in order to achieve commercial agreement once this activity will be successful, are offset in profit or loss against the related expenses (research and development expenses). Any intellectual property generated from this activity remains at the ownership of the Group. |
Right-of-use assets | Right-of-use assets All leases are accounted for by recognizing a right-of-use asset and a lease liability, excluding leases where the lease term is 12 months or less, or where the underlying asset is of low-value. These leases expenditures are recognized on a straight-line basis over the lease term. A right-of-use asset is recognized at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities. |
Lease liabilities | Lease liabilities All leases are accounted for by recognizing a right-of-use asset and a lease liability. Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate implicit in the lease unless (as is typically the case) this is not readily determinable, in which case the Group’s incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate. On initial recognition, the carrying value of the lease liability also includes: ● amounts expected to be payable under any residual value guarantee; ● the exercise price of any purchase option granted in favor of the Group if it is reasonably certain to exercise that option; and ● any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or rate or when there is a change in the assessment of the term of any lease the remeasurement being recognized in front of the right of use assets. |
Capitalized technology development costs | Capitalized technology development costs Expenditures on research activities are recognized in profit or loss as incurred. Expenditures on internally developed products are mainly employee salaries and legal fees for filing of patents and are capitalized when the Group demonstrates all the following criteria: a. The technical feasibility of completing the intangible asset so that it will be available for use or sale. b. The intention to complete the intangible asset and use or sell it. c. The ability to use or sell the intangible asset. d. The probability of the intangible asset to generate future economic benefits. Among other things, the Group considers the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset. e. The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset. f. The ability to measure reliably the expenditures attributable to the intangible asset during its development. The recognition criteria above are considered by the Group at each stage of development to determine when the criteria have been initially met in full. The technical feasibility criteria is determined to be met when a milestone of initial marking and reading capabilities is satisfied. The milestone’s identification occurs only following a detailed broad mapping of the raw material characteristics and establishing the formula for the chemical marker architecture to be embedded into the raw material based on industry standards and regulations. The result is the initial evidence that the x-ray algorithm of the designated reader is in a stage that can identify the marker and convey information. At this stage, the Group believes that the technical feasibility of completing the development for use is probable. The Group notes that technical feasibility has been established and the achieved technology is ready for the next stage which consists of performing a proof-of-concept pilot with an industry partner, in order to adapt the technology for the relevant industry and adjust the development to meet the industry’s needs. |
Share-based compensation | Share-based compensation The Group measures the share-based expense and the cost of equity-settled transactions with employees and service providers by reference to the fair value of the equity instruments at the date at which they are granted. The Group selected the Black-Scholes model as the Group’s option pricing model to estimate the fair value of the Group’s options awards. The model is based on share price, grant date and on assumptions regarding expected volatility, expected life of the options, expected dividend, and a no risk interest rate. As for granted options which are settled in equity instruments, the fair value of the options at the grant date is charged to the statement of comprehensive loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. |
New standards, interpretations and amendments adopted from January 1, 2023 | New standards, interpretations and amendments adopted from January 1, 2023 The following amendments are effective for the period beginning January 1, 2023: Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements); In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2. The amendments aim to make accounting policy disclosures more informative by replacing the requirement to disclose ‘significant accounting policies’ with ‘material accounting policy information’. The amendments also provide guidance under what circumstance, the accounting policy information is likely to be considered material and therefore requiring disclosure. These amendments have no effect on the measurement or presentation of any items in the consolidated financial statements of the Group but affect the disclosure of accounting policies of the Group. Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors); The amendments to IAS 8, which added the definition of accounting estimates, clarify that the effects of a change in an input or measurement technique are changes in accounting estimates , SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (CONT.): |
New standards, interpretations and amendments not yet effective | New standards, interpretations and amendments not yet effective The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early. The following amendments are effective for the period beginning January 1, 2024: ● IFRS 16 Leases (Amendment – Liability in a Sale and Leaseback) ● IAS 1 Presentation of Financial Statements (Amendment – Classification of Liabilities as Current or Non-current) ● Non-current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements); and ● Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures). The following amendments are effective for the period beginning January 1, 2025: ● Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates). The Group is currently assessing the impact of these new accounting standards and amendments. The Group does not expect any other standards issued by the IASB, but not yet effective, to have a material impact on the Group. SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (CONT.): H. The significant accounting judgments, estimates and assumptions followed in the preparation of the financial statements, on a consistent basis, are: In the process of applying the significant accounting policies, the Group has made the following judgments which have the most significant effect on the amounts recognized in the financial statements. The preparation of the financial statements requires management to make estimates and assumptions that have an effect on the application of the accounting policies and on the reported amounts of assets, liabilities, revenues and expenses. Changes in accounting estimates are reported in the period of the change in estimate. The key assumptions made in the financial statements are discussed below. |
Share based compensation | Share based compensation The Group has a share-based remuneration scheme for employees. The fair value of share options is estimated by using the Black-Scholes model, which was derived to model the value of the firm’s equity over time. The simulation model was designed to take into account the unique terms and conditions of the performance shares and share options, as well as the capital structure of the firm and the volatility of its assets, on the date of grant based on certain assumptions. Those conditions are described in the share-based compensation note and include, among others, the dividend growth rate, expected share price volatility and expected life of the options. The fair value of the equity settled options granted is charged to statement of profit or loss over the vesting period of each tranche and the credit is taken to equity, based on the consolidated entity’s estimate of shares that will eventually vest. |
Intangible assets | Intangible assets The Group capitalizes costs for its developed projects when specific criteria are met. Initial capitalization of costs is based on management’s judgement that technological and economic feasibility is achievable, usually when a product development project has reached a defined milestone according to an established project management model. The management makes assumptions regarding the expected future economic benefit to be derived from the intangible asset and therefore whether the capitalized costs are expected to be recovered. This amount of capitalized costs includes significant investment in the development of marking and reading capabilities in the subject material. Prior to being marketed, the Group will obtain a proof-of-concept pilot with an industry leading partner. The innovative nature of the product gives rise to some judgement as to whether the proof-of-concept will be successful such that it will lead to obtaining commercial contracts with customers. See also Note 7. The management bases its estimates on historical experience, assumptions, and information currently available and deemed to be reasonable at the time the financial statements are prepared. However, actual amounts may differ from the estimated amounts as more detailed information becomes available. Estimates and assumptions are reviewed on an ongoing basis and, if necessary, changes are recognized in the period in which the estimate is revised. SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (CONT.): |
Financial liability at fair value | Financial liability at fair value The fair value of financial liabilities at fair value was estimated by using a Black Scholes model and Monte-Carlo simulation approach, which was aimed to model the value of the Company’s assets over time. The simulation approach was designed to take into account the terms and conditions of the financial liability, which are described in Note 22 and Note 23, as well as the capital structure of the Company and the volatility of its assets. The valuation was performed based on management’s assumptions and projections. |
GENERAL (Tables)
GENERAL (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
SCHEDULE OF COMPANIES SUBSIDIARIES | SCHEDULE OF COMPANIES SUBSIDIARIES Controlled entity Country of Incorporation Percentage Owned December 31, 2023 Percentage Owned December 31, 2022 Security Matters (SMX) PLC Ireland 100 % - Security Matters PTY Ltd. Australia 100 % - Lionheart III Corp USA 100 % ** SMX Circular Economy Platform PTE, Ltd. Singapore 100 % * SMX (Security Matters) Ireland Limited Ireland 100 % * SMX Fashion and Luxury France 100 % - TrueSilver SMX Platform Ltd. Canada 100 % - SMX (Security Matters) Israel Ltd. Israel 100 % 100 %*** Security Matters Canada Ltd. Canada 100 % 100 %*** SMX Beverages Pty Ltd. Australia 100 % 100 %*** True Gold Consortium Pty Ltd. Australia 51.9 %*** See note 6 In addition, the Company’s has the following investments in associated companies: Entity Country of Incorporation Percentage Owned December 31, 2023 Percentage Owned December 31, 2022 Yahaloma Technologies Inc. Canada 50 % 50 %*** The proportion of ownership interest is equal to the proportion of voting power held. * Incorporated in 2023. ** Merger occurred in March 2023 as part of the Business Combination. *** Owned by Security Matters PTY Ltd. (formerly - Security Matters Limited) as of December 31, 2023. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS: (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies Accounting Judgments Estimates And Assumptions | |
SCHEDULE OF DEPRECIATION RATES OF PROPERTY, PLANT AND EQUIPMENT | SCHEDULE OF DEPRECIATION RATES OF PROPERTY, PLANT AND EQUIPMENT % Computers 33 Machines and equipment 20 Furniture and office equipment 10 Leasehold improvements 8 |
TRUE GOLD BUSINESS COMBINATION
TRUE GOLD BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SCHEDULE OF FAIR VALUE OF THE IDENTIFIABLE ASSETS AND LIABILITIES | The fair value of the identifiable assets and liabilities of TrueGold on the acquisition date: SCHEDULE OF FAIR VALUE OF THE IDENTIFIABLE ASSETS AND LIABILITIES US$ in thousands Cash and cash equivalents 13 Other current receivables 155 Intangible asset (core technology license) 10,449 Trade payables 277 Net identifiable assets 10,340 Non-controlling interests (20,826 ) Goodwill 32,957 Loan to TrueGold 307 Fair value of previous investment 22,164 Fair value of identifiable assets and liabilities 22,471 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
SCHEDULE OF OTHER CURRENT ASSETS | SCHEDULE OF OTHER CURRENT ASSETS December 31, 2023 December 31, 2022 Prepaid expenses 142 * 3,157 Tax authorities 257 358 Proof of concept receivables 148 86 Other 87 72 Total 634 3,673 * Includes $ 3,123 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET: (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT Leasehold improvements Machines and Equipment Furniture and Office Equipment Computers Total Cost At January 1, 2023 63 1,147 65 102 1,377 Additions 15 5 7 4 31 Deductions - - - - - Depreciation - - - - - Currency translation adjustments (3 ) (6 ) (3 ) (4 ) (16 ) At December 31, 2023 75 1,146 69 102 1,392 Accumulated depreciation At January 1, 2023 18 699 31 74 822 Depreciation 6 151 7 16 180 Currency translation adjustments - (18 ) (1 ) (2 ) (21 ) At December 31, 2023 24 832 37 88 981 Net book value at December 31, 2023 51 314 32 14 411 Leasehold improvements Machines and Equipment Furniture and Office Equipment Computers Total Cost At January 1, 2022 81 1,233 83 99 1,496 Additions - 135 - 17 152 Deductions - - - - - Depreciation - - - - - Currency translation adjustments (18 ) (221 ) (18 ) (14 ) (271 ) At December 31, 2022 63 1,147 65 102 1,377 Accumulated depreciation At January 1, 2022 20 645 33 72 770 Depreciation 4 202 7 19 232 Currency translation adjustments (6 ) (148 ) (9 ) (17 ) (180 ) At December 31, 2022 18 699 31 74 822 Net book value at December 31, 2022 45 448 34 28 555 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) |
INVESTMENTS IN ASSOCIATED COM_2
INVESTMENTS IN ASSOCIATED COMPANIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments In Associated Companies | |
SCHEDULE OF INVESTMENTS IN ASSOCIATED COMPANIES | SCHEDULE OF INVESTMENTS IN ASSOCIATED COMPANIES Entity Country of Incorporation Percentage Owned December 31, 2023 Percentage Owned December 31, 2022 Yahaloma Technologies Inc. Canada 50 % 50 % True Gold Consortium Pty Ltd. Australia 51.9 % 44.4 % |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
SUMMARY OF INTANGIBLE ASSETS NET | SUMMARY OF INTANGIBLE ASSETS NET Capitalization of development cost Purchased license Core Technology License Total US$ in thousands US$ in thousands US$ in thousands US$ in thousands COST As of January 1, 2023 4,372 655 - 5,027 Cost, beginning balance 4,372 655 - 5,027 Capitalized development cost 977 157 10,449 11,583 Currency translation adjustments (7 ) 7 - - As of December 31, 2023 5,342 819 10,449 16,610 Cost, ending balance 5,342 819 10,449 16,610 Accumulated amortization As of January 1, 2023 127 - - 127 Accumulated amortization, beginning balance 127 - - 127 Amortization - - - - Currency translation adjustments (3 ) - - (3 ) As of December 31, 2023 124 - - 124 Accumulated amortization, ending balances 124 - - 124 Net book value as of December 31, 2023 5,218 819 10,449 16,486 Net book value 5,218 819 10,449 16,486 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 7 - Intangible assets, NET Capitalization of development cost Purchased license Total US$ in thousands US$ in thousands US$ in thousands COST As of January 1, 2022 4,024 - 4,024 Cost, beginning balance 4,024 - 4,024 Capitalized development cost 975 721 1,696 Currency translation adjustments (500 ) (66 ) (566 ) As of December 31, 2022 4,499 655 5,154 Cost, ending balance 4,499 655 5,154 Accumulated amortization As of January 1, 2022 116 - 116 Accumulated amortization, beginning balance 116 - 116 Amortization 14 - 14 Currency translation adjustments (3 ) - (3 ) As of December 31, 2022 127 - 127 Accumulated amortization, ending balance 127 - 127 Net book value as of December 31, 2022 4,372 655 5,027 Net book value 4,372 655 5,027 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
SCHEDULE OF RIGHT OF USE ASSETS | Set out below are the carrying amounts of right-of-use assets recognized and the movements during the period: SCHEDULE OF RIGHT OF USE ASSETS Office and lab facilities Motor vehicles Total At January 1, 2022 446 20 466 Additions 49 - 49 Foreign currency translation (35 ) (6 ) (41 ) Deductions (7 ) (14 ) (21 ) Depreciation expense (39 ) - (39 ) As at December 31, 2022 414 - 414 Right-of-use assets, beginning balance 414 - 414 Additions - 26 26 Foreign currency translation (6 ) - (6 ) Deductions - - - Depreciation expense (42 ) (3 ) (45 ) As at December 31, 2023 366 23 389 Right-of-use assets, ending balance 366 23 389 |
SCHEDULE OF INFORMATION ON LEASE | Information on leases: SCHEDULE OF INFORMATION ON LEASE 2023 2022 Year ended December 31, 2023 2022 Interest expense on lease liabilities 32 51 Total cash outflow for leases 45 39 |
OTHER PAYABLES (Tables)
OTHER PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
SCHEDULE OF OTHER PAYABLES | SCHEDULE OF OTHER PAYABLES December 31, 2023 December 31, 2022 Employees, salaries and related liabilities 726 392 Related party 4 56 Liabilities for grants received (see also note 20) 153 50 Excise Tax 1,569 - Other 31 152 Total 2,483 650 |
BORROWINGS FROM RELATED PARTI_2
BORROWINGS FROM RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
SCHEDULE OF BORROWINGS FROM RELATED PARTIES | SCHEDULE OF BORROWINGS FROM RELATED PARTIES December 31, 2023 December 31, 2022 Balance at January 1, 710 270 Borrowings from related parties, beginning balance 710 270 Payment of borrowings (657 ) (172 ) Provision for bonus (include interest) - 621 Exchange rate differences (53 ) (9 ) Balance at December 31, - 710 Borrowings from related parties, ending balance - 710 |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
SCHEDULE OF SHARE CAPITAL | SCHEDULE OF SHARE CAPITAL Number of shares December 31, 2023 December 31, 2022 Authorized Issued and outstanding Authorized Issued and outstanding Ordinary shares 0.0022 36,363,636,364 10,185,909 22,727,272 - Preferred shares 0.0001 200,000,000,000 - - - Deferred shares 1 25,000 25,000 25,000 25,000 |
SCHEDULE OF RESTRICTED STOCK UNIT | 5. On September 19, 2023, the Company amended its loan agreements dated September 7, 2015, by and between the Company, its shareholders and Kamea Fund (the “Loan Agreements”). Pursuant to the amendment to the Loan Agreements, Kamea agreed to convert $ 657 487,281 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) NOTE 14 - SHAREHOLDERS’ EQUITY (CONT.): 6. On December 31,2023 The Company also issued 457,682 260 C. Options granted to employees and service providers: 1. In June 2018, Security Matters PTY Ltd. has adopted a Share Option Plan (the “Plan”) to provide an incentive to retain, in the employment or service or directorship of the Group and provide the ability to attract new employees, directors or consultants whose services are considered valuable. The persons eligible to participate in the Plan include employees, directors and consultants of Security Matters PTY Ltd. or any subsidiary. On March 7, 2023 as part of the SPAC transaction. These options were exercised on a cashless basis and then after replaced to the Company’s shares. See also note 14B1(c-d). 2. In March 7, 2023 Security Matters PTY Ltd. performed acceleration of vesting for all unvested warrants and options, the expense for the acceleration amounted to $ 186 3. In April 25, 2023, the Company’s board of directors and its shareholders approved and adopted the SMX Public Limited Company 2022 Incentive Equity Plan, which was subsequently amended the Company’s board of directors, subject to applicable Nasdaq requirements, which reserved for grant a number of ordinary shares equal to 15 5,082,417 4. During the period ended December 31, 2023, the Company granted 197,000 1 1.09 2,820 RSUs granted to employees, directors and service providers: SCHEDULE OF RESTRICTED STOCK UNIT Year ended December 31, 2023 (in thousands) Year ended December 31, 2022 (in thousands) Outstanding at beginning of period - - Granted 197 - Vested (57 ) - Forfeited (4 ) - Outstanding at December 31, 2023 136 - |
SCHEDULE OF RESTRICTED STOCK UNIT | SCHEDULE OF RESTRICTED STOCK UNIT Year ended December 31, 2023 (in thousands) Year ended December 31, 2022 (in thousands) Outstanding at beginning of period - - Granted 197 - Vested (57 ) - Forfeited (4 ) - Outstanding at December 31, 2023 136 - |
SCHEDULE OF SHARE OPTION GRANTED | SCHEDULE OF SHARE OPTION GRANTED Year ended Year ended Number of options (in thousands) Weighted average Exercise price (USD) Number of options (in thousands) Weighted average Exercise price (USD) Outstanding at beginning of year 57 44.22 73 41.85 Issue of options 38 82.04 17 41.85 Expired (30 ) 31.02 (33 ) 34.10 Outstanding at end of year 65 69.92 57 54.25 Exercisable options 58 68.67 38 43.40 |
SCHEDULE OF OPTIONS TO EMPLOYEES OUTSTANDING | The options to employees and service providers outstanding as of December 31, 2023, are comprised, as follows: SCHEDULE OF OPTIONS TO EMPLOYEES OUTSTANDING Exercise price (USD) Outstanding as of December 31, 2023 Weighted average remaining contractual term Exercisable as of December 31, 2023 Weighted average remaining contractual term (years) (years) 18.70 23.32 5 2.46 5 2.46 29.48 31.02 3 3.21 3 3.21 40.48 48.18 6 1.41 6 1.41 52.80 56.10 9 2.26 9 2.26 78.54 88.00 35 4.40 28 4.38 93.28 108.90 7 3.03 7 3.03 65 58 |
RESEARCH AND DEVELOPMENT EXPE_2
RESEARCH AND DEVELOPMENT EXPENSES, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSE | SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSE December 31, 2023 December 31, 2022 December 31, 2021 Salaries and related expenses 2,228 2,166 1,795 Subcontractors and consultants 344 374 631 Materials and laboratory expenses 223 316 252 Depreciation and amortization 197 255 287 Share based compensation 447 127 100 Travel expenses 87 50 42 Freight 33 30 23 Other 10 6 - Reimbursement from paid pilots and proof of concept projects (858 ) (1,426 ) (1,091 ) Total 2,711 1,898 2,039 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES | SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES December 31, 2023 December 31, 2022 December 31, 2021 BCA transaction cost 7,278 - - Professional services 667 1,105 1,089 Public company expenses 5,128 - - Wages and salaries related 1,348 935 752 Travel expenses 611 223 - Office and maintenance 170 145 116 Share based compensation 1,222 137 331 Insurance 50 60 102 Depreciation and amortization 30 35 28 Other 63 83 64 Total 16,567 2,723 2,482 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE | SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE December 31, 2023 December 31, 2022 December 31, 2021 Reconciliation of income tax at the statutory rate Loss before income tax (20,989 ) (6,184 ) (4,939 ) Theoretical tax rate of 12.5% (2,624 ) (1,701 ) (1,358 ) Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Non-deductible expenditure and others 3254 335 118 Unrecognized temporary differences and tax losses for which deferred tax weren’t recognized (630 ) 1,366 1,240 Income tax / (benefit) — — — |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Profit or loss [abstract] | |
SCHEDULE OF LOSS PER SHARE | SCHEDULE OF LOSS PER SHARE December 31, 2023 December 31, 2022 December 31, 2021 Net loss attributable to the owners of the company (20,914 ) (6,184 ) (4,939 ) Basic and diluted loss per share (7.82 ) * (8.47 ) * (7.41 ) Weighted average number of ordinary shares used in calculating basic and diluted loss per share 2,676 730 666 * Restated as a result of the SPAC transaction and the reverse share split described in Note 14B(4), the calculation of the basic and diluted loss per share for all past periods presented have been adjusted retrospectively based on the new number of shares as derived from the conversion ratio. |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
SCHEDULE OF KEY MANAGEMENT PERSONNEL | The totals of remuneration paid to Key Management Personnel and related parties during the years are as follows : SCHEDULE OF KEY MANAGEMENT PERSONNEL 1. Transactions with related parties: December 31, 2023 December 31, 2022 Issuance of options to related party - 721 Short-term salary and fees 803 508 Short-term salary until deletion 22 - Loan repayment - 172 Conversion of loan to ordinary shares 657 - Share based payments 2,084 98 Post-employment retirement benefits 98 94 Payment for Administrative services 34 36 Non-monetary benefits 49 29 Payments for legal services 287 - Revaluation of financial liabilities at fair value 1,204 - Proof of Concept projects paid by affiliated companies - (1,064 ) Key management personnel compensation 5,238 594 |
SCHEDULE OF BALANCE WITH RELATED PARTIES | SCHEDULE OF BALANCE WITH RELATED PARTIES 2. Balance with related parties: December 31, 2023 December 31, 2022 Key management Salary and related (219 ) (99 ) Directors Salary and related - (82 ) Shareholders Borrowings from related parties - (710 ) Shareholders Other accounts payable (3 ) (56 ) Shareholders Trade payables (58 ) - Shareholders Derivatives (476 ) - Joint Ventures Other receivables 15 59 Joint Ventures Investment in subsidiary 115 221 (626 ) (667 ) |
GOVERNMENT GRANTS (Tables)
GOVERNMENT GRANTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
SCHEDULE OF GOVERNMENT GRANTS | SCHEDULE OF GOVERNMENT GRANTS December 31, 2023 December 31, 2022 Short term liability at year end 153 50 Long term liability at year end - 85 Total 153 135 |
FINANCIAL INSTRUMENTS AND RIS_2
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financial Instruments And Risk Management | |
SCHEDULE OF FINANCIAL ASSETS AND IMPACT OF CREDIT EXPOSURE | Composition of the Group’s financial assets and financial liabilities: SCHEDULE OF FINANCIAL ASSETS AND IMPACT OF CREDIT EXPOSURE 2023 2022 December 31, 2023 2022 Financial assets at amortized cost: Cash and cash equivalents 168 1,398 Other current receivables 424 3,673 Total financial assets 592 5,071 |
SCHEDULE OF FINANCIAL LIABILITIES FAIR VALUE THROUGH PROFIT OR LOSS | SCHEDULE OF FINANCIAL LIABILITIES FAIR VALUE THROUGH PROFIT OR LOSS 2023 2022 December 31, 2023 2022 Financial liabilities at fair value through profit or loss: Convertible notes 377 563 Trade and other payables 12,487 3,622 Bridge loans 2,233 3,682 Pre-paid advance 700 - Derivatives 1,143 - Total financial liabilities at fair value through profit or loss 16,940 7,867 Financial liabilities at amortized cost: Convertible promissory note 1,013 - Lease liabilities 649 - Government grants 153 - Borrowing from related parties - - Total financial liabilities at amortized cost 1,815 - Total financial liabilities 18,755 7,867 |
SCHEDULE OF FOREIGN CURRENCY SENSITIVITY ANALYSIS | SCHEDULE OF FOREIGN CURRENCY SENSITIVITY ANALYSIS Change in NIS rate Effect on net loss December 31, 2023 10 % 165 December 31, 2022 10 % 73 Change in AUD rate Effect on net loss December 31, 2023 10 % 19 December 31, 2022 10 % 127 Change in SGD rate Effect on net loss December 31, 2023 10 % 14 December 31, 2022 10 % - Change in EUR rate Effect on net loss December 31, 2023 10 % 10 December 31, 2022 10 % 3 |
SCHEDULE OF UNDISCOUNTED FINANCIAL LIABILITIES | SCHEDULE OF UNDISCOUNTED FINANCIAL LIABILITIES Less than one year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years >5 years Total Trade and other payables 12,487 - - - - - 12,487 Bridge loans 1,750 453 15 15 - - 2,233 Government grants 153 - - - - - 153 Lease liability 81 81 74 74 74 265 649 Convertible promissory note 1,013 - - - - - 1,013 Pre-paid advance 700 - - - - - - 700 Convertible note 377 - - - - - 377 Financial derivatives 1,143 - - - - - 1,143 17,704 534 89 89 74 265 18,755 As of December 31, 2022 Less than one year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years >5 years Total Trade and other payables 3,622 - - - - - 3,622 Bridge loans - 1,031 - - - - 1,031 Government grants 75 84 - - - - 159 Lease liability 72 72 72 72 72 353 713 Borrowings from related parties 710 - - - - - 710 4,479 1,187 72 72 72 353 6,235 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands) |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
SCHEDULE OF UNOBSERVABLE FOR ASSETS OR LIABILITY | SCHEDULE OF UNOBSERVABLE FOR ASSETS OR LIABILITY As of December 31, 2023 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities Derivative financial liabilities - - 1,707 1,707 Tradable warrants 2 - - 2 Total 2 - 1,707 1,709 As of December 31, 2022 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities Derivative financial liabilities - - 1,031 1,031 Total - - 1,031 1,031 |
SCHEDULE OF COMPANIES SUBSIDIAR
SCHEDULE OF COMPANIES SUBSIDIARIES (Details) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
Security Matters Smx Plc [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Country of Incorporation | [1] | Ireland | ||
Proportion of ownership interest in subsidiary | [1] | 100% | ||
Security matters pty ltd [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Country of Incorporation | Australia | |||
Proportion of ownership interest in subsidiary | 100% | |||
Lion heart III corp [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Country of Incorporation | [2] | USA | ||
Proportion of ownership interest in subsidiary | [2] | 100% | ||
SMX circular economy platform pte ltd [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Country of Incorporation | [1] | Singapore | ||
Proportion of ownership interest in subsidiary | [1] | 100% | ||
SMX ireland limited [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Country of Incorporation | [1] | Ireland | ||
Proportion of ownership interest in subsidiary | [1] | 100% | ||
S M X Fashion And Luxury [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Country of Incorporation | France | |||
Proportion of ownership interest in subsidiary | 100% | |||
True Silver SMX Platform Ltd [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Country of Incorporation | Canada | |||
Proportion of ownership interest in subsidiary | 100% | |||
SMX israel ltd [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Country of Incorporation | Israel | |||
Proportion of ownership interest in subsidiary | 100% | 100% | [3] | |
Security matters canada ltd [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Country of Incorporation | Canada | |||
Proportion of ownership interest in subsidiary | 100% | 100% | [3] | |
SMX beverages pty ltd [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Country of Incorporation | Australia | |||
Proportion of ownership interest in subsidiary | 100% | 100% | [3] | |
True gold consortium pty ltd [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Country of Incorporation | Australia | |||
Proportion of ownership interest in subsidiary | [3] | 51.90% | ||
Yahaloma technologies inc [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Country of Incorporation | Canada | |||
Proportion of ownership interest in subsidiary | 50% | 50% | [3] | |
[1]Incorporated in 2023.[2]Merger occurred in March 2023 as part of the Business Combination.[3]Owned by Security Matters PTY Ltd. (formerly - Security Matters Limited) as of December 31, 2023. |
GENERAL (Details Narrative)
GENERAL (Details Narrative) $ / shares in Units, $ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Oct. 03, 2023 | Jul. 26, 2022 USD ($) $ / shares shares | May 31, 2022 USD ($) | May 31, 2022 AUD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Apr. 19, 2024 USD ($) | Apr. 01, 2024 USD ($) | Dec. 31, 2023 € / shares | Mar. 07, 2023 shares | Jan. 31, 2023 shares | Jan. 31, 2015 | |
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | shares | 1,237,751 | 1,000,000 | 864,000 | ||||||||
Implied value | € / shares | € 1 | ||||||||||
Percentage of interests acquired additional | 2% | ||||||||||
Convertible note | $ 569 | $ 828 | |||||||||
Proceeds from second round funding | $ 5,800 | ||||||||||
Bottom of range [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Convertible note | 500 | ||||||||||
Top of range [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Convertible note | 1,000 | ||||||||||
True gold consortium pty ltd [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Percentage of interests acquired additional | 7.50% | ||||||||||
Percentage of holding interests | 51.90% | ||||||||||
Equity line agreement [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Consideration of issuance of common stock | 25,000 | ||||||||||
Other receivables | 3,000 | ||||||||||
Equity Purchase Agreement [Member] | Entering into significant commitments or contingent liabilities [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Notional amount | $ 30,000 | $ 30,000 | |||||||||
Nato Agreement [Member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Expenses and capitalize | $ 5,000 | ||||||||||
Lionheart [Member] | Business Combination Agreement [Member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Redemption percentage of business combination | 97.58% | ||||||||||
Remaining funds in trust account | $ 3,061 | ||||||||||
Ordinary shares [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | shares | 160,227 | ||||||||||
Implied value | $ / shares | $ 0.0022 | ||||||||||
Ordinary shares [member] | Security matters pty ltd [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | shares | 1 | ||||||||||
Share price | $ / shares | $ 10.3624 | ||||||||||
Implied value | $ / shares | $ 10 |
SCHEDULE OF DEPRECIATION RATES
SCHEDULE OF DEPRECIATION RATES OF PROPERTY, PLANT AND EQUIPMENT (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Computer equipment [member] | |
IfrsStatementLineItems [Line Items] | |
Depreciation rate, property, plant and equipment | 33% |
Machinery [member] | |
IfrsStatementLineItems [Line Items] | |
Depreciation rate, property, plant and equipment | 20% |
Furniture and office equipment [member] | |
IfrsStatementLineItems [Line Items] | |
Depreciation rate, property, plant and equipment | 10% |
Leasehold improvements [member] | |
IfrsStatementLineItems [Line Items] | |
Depreciation rate, property, plant and equipment | 8% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS: (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Significant Accounting Policies Accounting Judgments Estimates And Assumptions | |
Fair value based on quoted opening share price | $ 11,599 |
Fair value of shares | 16,802 |
Marketable securities held in trust account | 4,921 |
Trade, other payables and warrants | $ 10,127 |
SCHEDULE OF FAIR VALUE OF THE I
SCHEDULE OF FAIR VALUE OF THE IDENTIFIABLE ASSETS AND LIABILITIES (Details) - True gold consortium pty ltd [member] $ in Thousands | Oct. 03, 2023 USD ($) |
IfrsStatementLineItems [Line Items] | |
Cash and cash equivalents | $ 13 |
Other current receivables | 155 |
Intangible asset (core technology license) | 10,449 |
Trade payables | 277 |
Net identifiable assets | 10,340 |
Non-controlling interests | (20,826) |
Goodwill | 32,957 |
Total purchase cost | 307 |
Fair value of previous investment | 22,164 |
Fair value of identifiable assets and liabilities | $ 22,471 |
TRUE GOLD BUSINESS COMBINATIO_2
TRUE GOLD BUSINESS COMBINATION (Details Narrative) | 3 Months Ended | 9 Months Ended | |||||
Oct. 03, 2023 USD ($) $ / shares | Oct. 03, 2023 AUD ($) | Oct. 02, 2023 | Dec. 31, 2023 USD ($) | Oct. 02, 2023 USD ($) | Dec. 31, 2023 € / shares | Jan. 31, 2015 | |
IfrsStatementLineItems [Line Items] | |||||||
Percentage of interests acquired additional | 2% | ||||||
Fair value of ordinary shares per share | € / shares | € 1 | ||||||
True gold consortium pty ltd [member] | |||||||
IfrsStatementLineItems [Line Items] | |||||||
Percentage of interests acquired additional | 7.50% | ||||||
Percentage of holding interests | 51.90% | 51.90% | 44.40% | ||||
Investment fair value at acquistion | $ | $ 22,164,000 | ||||||
Gain from remeasurement of investment at fair value | $ | $ 22,164,000 | ||||||
weighted average cost of capital percentage | 24.80% | ||||||
Terminal per shares | $ / shares | $ 4.59 | ||||||
Terminal growth rate | 3% | ||||||
Discount for lack of marketability percentage | 25.20% | ||||||
Discount for lack of marketability value | $ / shares | $ 11.17 | ||||||
Fair value of ordinary shares per share | $ / shares | $ 33.12 | ||||||
Forgiveness of outstanding payables | $ 307 | $ 475 | |||||
Net loss of acquiree | $ | $ 155 | $ 692 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Notes and other explanatory information [abstract] | |||
Current prepayments and other current assets | $ 142 | $ 3,157 | [1] |
Tax authorities | 257 | 358 | |
Proof of concept receivables | 148 | 86 | |
Other | 87 | 72 | |
Total | $ 634 | $ 3,673 | |
[1]Includes $ 3,123 |
SCHEDULE OF OTHER RECEIVABLES (
SCHEDULE OF OTHER RECEIVABLES (Details) (Parenthetical) $ in Thousands | Dec. 31, 2022 USD ($) |
SPAC [member] | |
IfrsStatementLineItems [Line Items] | |
Anticipated transaction costs | $ 3,123 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | $ 555 | |
Property and equipment, ending balance | 411 | $ 555 |
Gross carrying amount [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 1,377 | 1,496 |
Additions | 31 | 152 |
Deductions | ||
Depreciation | ||
Currency translation adjustments | (16) | (271) |
Property and equipment, ending balance | 1,392 | 1,377 |
Accumulated depreciation [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 822 | 770 |
Depreciation | 180 | 232 |
Currency translation adjustments | (21) | (180) |
Property and equipment, ending balance | 981 | 822 |
Leasehold improvements [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 45 | |
Property and equipment, ending balance | 51 | 45 |
Leasehold improvements [member] | Gross carrying amount [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 63 | 81 |
Additions | 15 | |
Deductions | ||
Depreciation | ||
Currency translation adjustments | (3) | (18) |
Property and equipment, ending balance | 75 | 63 |
Leasehold improvements [member] | Accumulated depreciation [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 18 | 20 |
Depreciation | 6 | 4 |
Currency translation adjustments | (6) | |
Property and equipment, ending balance | 24 | 18 |
Machinery [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 448 | |
Property and equipment, ending balance | 314 | 448 |
Machinery [member] | Gross carrying amount [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 1,147 | 1,233 |
Additions | 5 | 135 |
Deductions | ||
Depreciation | ||
Currency translation adjustments | (6) | (221) |
Property and equipment, ending balance | 1,146 | 1,147 |
Machinery [member] | Accumulated depreciation [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 699 | 645 |
Depreciation | 151 | 202 |
Currency translation adjustments | (18) | (148) |
Property and equipment, ending balance | 832 | 699 |
Furniture and office equipment [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 34 | |
Property and equipment, ending balance | 32 | 34 |
Furniture and office equipment [member] | Gross carrying amount [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 65 | 83 |
Additions | 7 | |
Deductions | ||
Depreciation | ||
Currency translation adjustments | (3) | (18) |
Property and equipment, ending balance | 69 | 65 |
Furniture and office equipment [member] | Accumulated depreciation [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 31 | 33 |
Depreciation | 7 | 7 |
Currency translation adjustments | (1) | (9) |
Property and equipment, ending balance | 37 | 31 |
Computer equipment [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 28 | |
Property and equipment, ending balance | 14 | 28 |
Computer equipment [member] | Gross carrying amount [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 102 | 99 |
Additions | 4 | 17 |
Deductions | ||
Depreciation | ||
Currency translation adjustments | (4) | (14) |
Property and equipment, ending balance | 102 | 102 |
Computer equipment [member] | Accumulated depreciation [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning balance | 74 | 72 |
Depreciation | 16 | 19 |
Currency translation adjustments | (2) | (17) |
Property and equipment, ending balance | $ 88 | $ 74 |
SCHEDULE OF INVESTMENTS IN ASSO
SCHEDULE OF INVESTMENTS IN ASSOCIATED COMPANIES (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Yahaloma technologies inc [member] | ||
IfrsStatementLineItems [Line Items] | ||
Country of incorporation | Canada | |
Proportion of ownership interest in associate | 50% | 50% |
True gold consortium pty ltd [member] | ||
IfrsStatementLineItems [Line Items] | ||
Country of incorporation | Australia | |
Proportion of ownership interest in associate | 51.90% | 44.40% |
INVESTMENTS IN ASSOCIATED COM_3
INVESTMENTS IN ASSOCIATED COMPANIES (Details Narrative) | Jan. 31, 2023 | Dec. 24, 2021 AUD ($) shares | Dec. 24, 2021 USD ($) | Dec. 24, 2021 AUD ($) $ / shares |
IfrsStatementLineItems [Line Items] | ||||
Risk free interest rate, share options granted | 3.42% | |||
True gold consortium pty ltd [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Proportion of ownership interest in joint venture | 7.50% | |||
SMX beverages pty ltd [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Proportion of ownership interest in joint venture | 50% | |||
Shares issued for exercise of stock options shares | shares | 8,000,001 | |||
Exercise price of outstanding share options | $ / shares | $ 0.4 | |||
Weighted average remaining contractual life of outstanding share options | Mar. 25, 2027 | |||
Consideration transferred, acquisition-date fair value | $ 721,424 | $ 960,000 | ||
Risk free interest rate, share options granted | 2.50% | |||
Options expected life | 5 years | |||
Global BevCo Pty Ltd. [member] | Consulting agreement [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Consulting fees | $ | $ 13,500 | |||
Percentage of entity's revenue | 5% |
SUMMARY OF INTANGIBLE ASSETS NE
SUMMARY OF INTANGIBLE ASSETS NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
IfrsStatementLineItems [Line Items] | ||
Amortization | $ 145 | |
Net book value | 16,486 | $ 5,027 |
Capitalised development expenditure [member] | ||
IfrsStatementLineItems [Line Items] | ||
Net book value | 5,218 | 4,372 |
Licences [member] | ||
IfrsStatementLineItems [Line Items] | ||
Net book value | 819 | 655 |
Technology License [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Net book value | 10,449 | |
Gross carrying amount [member] | ||
IfrsStatementLineItems [Line Items] | ||
Cost, beginning balance | 5,027 | |
Capitalized development cost | 11,583 | 1,696 |
Currency translation adjustments | (566) | |
Cost, ending balance | 16,610 | |
Cost, beginning balance | 5,154 | 4,024 |
Cost, ending balance | 5,154 | |
Gross carrying amount [member] | Capitalised development expenditure [member] | ||
IfrsStatementLineItems [Line Items] | ||
Cost, beginning balance | 4,372 | |
Capitalized development cost | 977 | 975 |
Currency translation adjustments | (7) | (500) |
Cost, ending balance | 5,342 | |
Cost, beginning balance | 4,499 | 4,024 |
Cost, ending balance | 4,499 | |
Gross carrying amount [member] | Licences [member] | ||
IfrsStatementLineItems [Line Items] | ||
Cost, beginning balance | 655 | |
Capitalized development cost | 157 | 721 |
Currency translation adjustments | 7 | (66) |
Cost, ending balance | 819 | |
Cost, beginning balance | 655 | |
Cost, ending balance | 655 | |
Gross carrying amount [member] | Technology License [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Cost, beginning balance | ||
Capitalized development cost | 10,449 | |
Currency translation adjustments | ||
Cost, ending balance | 10,449 | |
Accumulated Depreciation Amortisation [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Currency translation adjustments | (3) | (3) |
Accumulated amortization, beginning balance | 127 | 116 |
Amortization | 14 | |
Accumulated amortization, ending balance | 124 | 127 |
Accumulated Depreciation Amortisation [Member] | Capitalised development expenditure [member] | ||
IfrsStatementLineItems [Line Items] | ||
Currency translation adjustments | (3) | (3) |
Accumulated amortization, beginning balance | 127 | 116 |
Amortization | 14 | |
Accumulated amortization, ending balance | 124 | 127 |
Accumulated Depreciation Amortisation [Member] | Licences [member] | ||
IfrsStatementLineItems [Line Items] | ||
Currency translation adjustments | ||
Accumulated amortization, beginning balance | ||
Amortization | ||
Accumulated amortization, ending balance | ||
Accumulated Depreciation Amortisation [Member] | Technology License [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Currency translation adjustments | ||
Accumulated amortization, beginning balance | ||
Amortization | ||
Accumulated amortization, ending balance |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 24, 2021 | Dec. 31, 2023 | |
IfrsStatementLineItems [Line Items] | ||
Amortisation, intangible assets other than goodwill | $ 145 | |
SMX beverages pty ltd [member] | ||
IfrsStatementLineItems [Line Items] | ||
Proportion of ownership interest in joint venture | 50% | |
Other intangible assets [member] | SMX beverages pty ltd [member] | ||
IfrsStatementLineItems [Line Items] | ||
Intangible assets under development | $ 662 | |
Proportion of ownership interest in joint venture | 50% |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||
Dec. 08, 2023 USD ($) $ / shares shares | Sep. 06, 2023 USD ($) $ / shares shares | Mar. 07, 2023 shares | Jan. 31, 2023 shares | Jan. 25, 2023 USD ($) $ / shares shares | May 31, 2022 USD ($) shares | May 31, 2022 AUD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 € / shares | Jul. 31, 2022 shares | Jun. 27, 2022 $ / shares | May 31, 2022 AUD ($) | |
IfrsStatementLineItems [Line Items] | ||||||||||||||
Proceeds from borrowings | $ 569,000 | $ 828 | ||||||||||||
Interest rate | 4% | |||||||||||||
Par value per share | € / shares | € 1 | |||||||||||||
Volatility rate | 81.92% | |||||||||||||
Risk-free interest rate | 3.42% | |||||||||||||
Fair value of convertible notes | $ | $ 304,000 | |||||||||||||
Fair value of the redeemable warrants | $ | 73,000 | |||||||||||||
Number of convertible notes issued | 828,240 | 828,240 | ||||||||||||
Face value of convertible notes | $ 700 | $ 1 | ||||||||||||
Convertible notes maturity period | 6 months | 6 months | ||||||||||||
Convertible note conversion price description | (i) if Security Matters PTY Ltd. executes a binding agreement for an M&A transaction or receives USD 20 million or more in return for the issuance of shares on or before December 31, 2022, the principal amount of each 2022 Convertible Note will automatically be converted into shares in Security Matters PTY Ltd. The issuance price per share will be calculated at a 20% discount to the higher of the offer price or price paid by the investors participating in the qualified transaction, as such term is defined in the 2022 Convertible Notes agreement, subject to a floor cap of no lower than AUD 0.15 (USD 0.11) per share. In July 2022, Security Matters PTY Ltd. entered into the Business Combination Agreement that will be subject to de-listing of the Company’s ordinary share capital from the Australian Stock Exchange following receiving an Australian court approval of the future merger (ii) if Security Matters PTY Ltd. has not executed a binding agreement for a qualified transaction until December 31, 2022, the 2022 Convertible Notes balance will automatically convert into ordinary shares at that date. The issuance price per share will be calculated at a 20% discount to the 5-21 day volume weighted average price to December 31, 2022, as such term is defined in the Convertible Notes agreement, subject to a cap of no lower than AUD 0.15 (USD 0.11) per share, and on December 31, 2022 the investors will also be issued unlisted two year options on a 1:2 basis with an exercise price of AUD 0.45 (USD 0.32) per share | (i) if Security Matters PTY Ltd. executes a binding agreement for an M&A transaction or receives USD 20 million or more in return for the issuance of shares on or before December 31, 2022, the principal amount of each 2022 Convertible Note will automatically be converted into shares in Security Matters PTY Ltd. The issuance price per share will be calculated at a 20% discount to the higher of the offer price or price paid by the investors participating in the qualified transaction, as such term is defined in the 2022 Convertible Notes agreement, subject to a floor cap of no lower than AUD 0.15 (USD 0.11) per share. In July 2022, Security Matters PTY Ltd. entered into the Business Combination Agreement that will be subject to de-listing of the Company’s ordinary share capital from the Australian Stock Exchange following receiving an Australian court approval of the future merger (ii) if Security Matters PTY Ltd. has not executed a binding agreement for a qualified transaction until December 31, 2022, the 2022 Convertible Notes balance will automatically convert into ordinary shares at that date. The issuance price per share will be calculated at a 20% discount to the 5-21 day volume weighted average price to December 31, 2022, as such term is defined in the Convertible Notes agreement, subject to a cap of no lower than AUD 0.15 (USD 0.11) per share, and on December 31, 2022 the investors will also be issued unlisted two year options on a 1:2 basis with an exercise price of AUD 0.45 (USD 0.32) per share | ||||||||||||
Convertible note | $ | $ 377,000 | $ 563,000 | ||||||||||||
Number of shares issued | 1,000,000 | 864,000 | 1,237,751 | |||||||||||
Proceeds from issuing shares | $ | $ 182,000 | $ 5,892,000 | ||||||||||||
Description of conversion of debt to equity | shareholders received as consideration 1 ordinary share of the Company per 10.3624 Security Matters PTY Ltd.’s ordinary shares | |||||||||||||
Major ordinary share transactions [member] | ||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||
Convertible notes convered into ordinary shares | 1,000,000 | |||||||||||||
Redeemable warrants [member] | ||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||
Warrants term | 5 years | |||||||||||||
Volatility rate | 73.74% | |||||||||||||
Risk-free interest rate | 3.91% | |||||||||||||
Warrant B [member] | ||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||
Warrants to purchase ordinary shares | 909,090 | |||||||||||||
Number of shares issued | 606,060 | |||||||||||||
Proceeds from issuing shares | $ | $ 697 | |||||||||||||
Warrants exercise price per share | $ / shares | $ 1.15 | $ 5.28 | ||||||||||||
Convertible Note Agreements [Member] | Bonus warrants [member] | ||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||
Warrants to purchase ordinary shares | 12,500 | |||||||||||||
Exercise price | $ / shares | $ 11.50 | |||||||||||||
Warrants term | 5 years | |||||||||||||
Convertible Note Agreements [Member] | Redeemable warrants [member] | ||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||
Discount rate | 20% | |||||||||||||
Warrants to purchase ordinary shares | 12,500 | |||||||||||||
Warrants term | 5 years | |||||||||||||
Share purchase price | $ / shares | $ 11.50 | |||||||||||||
Par value per share | $ / shares | $ 5 | |||||||||||||
Description of approach used to determine discount rates | The investor has the option to decide that the Company will satisfy any or each redemption through the issuance of ordinary shares of the Company based upon a 20% discount to the 20-trading day VWAP preceding each such anniversary | |||||||||||||
Convertible Notes Agreements [Member] | ||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||
Securities purchase agreement [member] | ||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||
Number of shares issued | 2,619,377 | |||||||||||||
Conversion price | $ / shares | $ 1.6378 | |||||||||||||
Proceeds from issuing shares | $ | $ 2,358,000 | |||||||||||||
Net debt | $ | 4,290,000 | |||||||||||||
Borrowing costs incurred | $ | $ 2,574,000 | |||||||||||||
Original issue discount | 40% | |||||||||||||
Interest accrued percent | 12% | |||||||||||||
Description of conversion of debt to equity | Any such conversion is subject to customary conversion limitations set forth in the Purchase Agreement so the investor beneficially owns less than 4.99% of the Company’s ordinary shares. Additionally, the Company has the right to convert in whole or in part the note into ordinary shares; provided that in no case shall the Company so convert the note if the result of the issuance of Ordinary Shares thereby would result in the beneficial ownership of the investor of ordinary shares in excess of 4.99% | |||||||||||||
Securities purchase agreement [member] | Warrant A [member] | ||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||
Number of shares issued | 3,929,051 | |||||||||||||
Warrants exercise price per share | $ / shares | $ 0.0022 | |||||||||||||
Securities purchase agreement [member] | Warrant B [member] | ||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||
Number of shares issued | 2,619,367 | |||||||||||||
Warrants exercise price per share | $ / shares | $ 1.6378 | |||||||||||||
Ordinary shares [member] | ||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||
Fixed conversion price | $ / shares | $ 10 | |||||||||||||
Par value per share | $ / shares | $ 0.0022 | |||||||||||||
Number of shares issued | 160,227 | |||||||||||||
Ordinary shares [member] | Securities purchase agreement [member] | ||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||
Number of shares issued | 3,929,051 | |||||||||||||
Ordinary shares [member] | Securities purchase agreement [member] | Warrant A [member] | ||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||
Number of shares issued | 2,619,367 | |||||||||||||
Convertible notes [member] | ||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||
Proceeds from borrowings | $ | $ 250,000 | |||||||||||||
Principal amount | $ | $ 250,000 | |||||||||||||
Maturity date | December 31, 2024 | |||||||||||||
Interest rate | 15% | |||||||||||||
Discount rate | 32.20% | |||||||||||||
Convertible notes [member] | Ordinary shares [member] | ||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||
Discount rate | 20% | |||||||||||||
Promissory Note [Member] | Securities purchase agreement [member] | ||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||
Principal amount | $ | $ 1,000,000 | |||||||||||||
Number of value converted | $ | $ 2,100,000 |
BRIDGE LOANS LIABILITIES (Detai
BRIDGE LOANS LIABILITIES (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2023 USD ($) $ / shares shares | Jan. 31, 2023 shares | Feb. 29, 2024 USD ($) $ / shares | Mar. 31, 2023 USD ($) shares | May 31, 2022 USD ($) | May 31, 2022 AUD ($) | Jan. 31, 2023 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Mar. 07, 2023 shares | Jan. 31, 2015 | |
IfrsStatementLineItems [Line Items] | |||||||||||
Interest rate | 4% | 4% | |||||||||
Percentage of voting equity interests acquired | 2% | ||||||||||
Risk-free interest rate | 3.42% | ||||||||||
Volatility rate | 81.92% | ||||||||||
Aggregate amount of convertible instruments issued | $ 569,000 | $ 828 | |||||||||
Number of shares | shares | 1,237,751 | 864,000 | 864,000 | 1,237,751 | 1,000,000 | ||||||
Warrant per share | $ / shares | $ 0.25 | $ 0.25 | |||||||||
Volatility rate | 0% | ||||||||||
Warrants fair value | $ | $ 1,023 | ||||||||||
Three valuation models [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Risk-free interest rate | 3.91% | 3.99% | |||||||||
Volatility rate | 73.74% | 81.03% | |||||||||
Excepted terms | 4 years 2 months 4 days | 5 years 2 months 4 days | |||||||||
Nonadjusting event [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Exercise price of share | $ / shares | $ 0.5 | ||||||||||
Aggregate amount of convertible instruments issued | $ | $ 407,000 | ||||||||||
Top of range [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Aggregate amount of convertible instruments issued | $ | $ 1,000,000 | ||||||||||
Bridge loan agreements [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Interest rate | 10% | 10% | |||||||||
Accumulated interest | $ | 1,739,000 | ||||||||||
Fair value of the bonus Warrants | $ | $ 24,000 | ||||||||||
Risk-free interest rate | 4.13% | ||||||||||
Volatility rate | 70.39% | ||||||||||
Excepted terms | 3 years | ||||||||||
Aggregate amount of convertible instruments issued | $ | 750,000 | $ 1,350,000 | |||||||||
Redeemable warrants | $ | $ 1,450,000 | $ 1,000,000 | $ 1,450,000 | ||||||||
Number of shares | shares | 4,032,256 | 872,418 | 4,032,256 | ||||||||
Share purchase price | $ / shares | $ 1.17 | ||||||||||
Volatility rate | 0% | ||||||||||
Bridge loan agreements [member] | Bonus warrants [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Warrants to purchase shares | shares | 11,045 | ||||||||||
Exercise price of share | $ / shares | $ 253 | ||||||||||
Bridge loan agreements [member] | Redeemable warrants [member] | Nonadjusting event [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Loans maturity date | five years | ||||||||||
Bridge loan agreements [member] | Redeemable warrants type 1 [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Loans maturity date | five years | ||||||||||
Warrants to purchase shares | shares | 15,545 | ||||||||||
Exercise price of share | $ / shares | $ 110 | ||||||||||
Weighted average share price, share options granted | $ / shares | $ 253 | ||||||||||
Percentage of voting equity interests acquired | 50% | 50% | |||||||||
Bridge loan agreements [member] | Redeemable warrants type 1 [member] | Monte carlo simulation model [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Fair value of warrants | $ | $ 72,000 | 1,973,000 | |||||||||
Bridge loan agreements [member] | Redeemable warrants type 1 [member] | Third anniversary [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Percentage of voting equity interests acquired | 25% | 25% | |||||||||
Bridge loan agreements [member] | Redeemable warrants type 1 [member] | Fourth anniversary [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Exercise price of share | $ / shares | $ 110 | ||||||||||
Percentage of voting equity interests acquired | 25% | 25% | |||||||||
Bridge loan agreements [member] | Redeemable warrants type 2 [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Loans maturity date | five years | ||||||||||
Warrants to purchase shares | shares | 10,454 | ||||||||||
Weighted average share price, share options granted | $ / shares | $ 253 | ||||||||||
Description of approach used to determine discount rates | Each investor has the option to decide that the Company will satisfy any or each redemption through the issuance of ordinary shares of the Company based upon a 20% discount to the 20-trading day VWAP preceding each such anniversary | ||||||||||
Bridge loan agreements [member] | Redeemable warrants type 2 [member] | Monte carlo simulation model [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Fair value of warrants | $ | $ 421,000 | $ 696,000 | |||||||||
Bridge loan agreements [member] | Redeemable warrants type 2 [member] | First anniversary [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Exercise price of share | $ / shares | $ 110 | ||||||||||
Percentage of voting equity interests acquired | 50% | 50% | |||||||||
Bridge loan agreements [member] | Redeemable warrants type 2 [member] | Second anniversary [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Exercise price of share | $ / shares | $ 110 | ||||||||||
Percentage of voting equity interests acquired | 50% | 50% | |||||||||
Bridge loan agreements [member] | Top of range [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Loans maturity date | two years | ||||||||||
Bridge loan agreements [member] | Eleven lenders [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Proceeds from loans and warrants | $ | $ 3,860,000 |
PRE-PAID ADVANCE (Details Narra
PRE-PAID ADVANCE (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | |||||||
Dec. 31, 2023 USD ($) | Jul. 31, 2023 USD ($) | Jul. 27, 2023 USD ($) $ / shares | Jul. 31, 2023 USD ($) | Feb. 28, 2023 USD ($) $ / shares | Apr. 19, 2024 USD ($) | Apr. 01, 2024 USD ($) | Dec. 31, 2023 € / shares | |
IfrsStatementLineItems [Line Items] | ||||||||
Implied value | € / shares | € 1 | |||||||
Floor price per share | $ / shares | $ 1.10 | |||||||
Standby equity purchase agreement [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Ordinary shares | $ 1,979 | $ 1,979 | $ 25,000 | |||||
Description of share-based payment arrangement | (i) equal to 96% of the weighted average price (“VWAP”) of the common stock during the applicable pricing period or (ii) equal to 97% of the lowest VWAP of the common stock during a pricing period of 3 consecutive trading days commencing on the relevant period. | |||||||
Notional amount | $ 3,500 | |||||||
Implied value | $ / shares | $ 3.65 | |||||||
Purchase price of per share | $ / shares | $ 1.10 | |||||||
Repayments of borrowings | $ 1,300 | $ 500 | $ 1,500 | |||||
Standby equity purchase agreement [member] | Nonadjusting event [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Repayments of borrowings | $ 377 | |||||||
Standby equity purchase agreement [member] | First installment [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Notional amount | $ 1,500 | |||||||
Standby equity purchase agreement [member] | Second installment [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Notional amount | $ 2,000 | |||||||
Prepaid advance percentage | 92% | |||||||
Equity Purchase Agreement [Member] | Entering into significant commitments or contingent liabilities [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Notional amount | $ 30,000 | $ 30,000 |
SCHEDULE OF RIGHT OF USE ASSETS
SCHEDULE OF RIGHT OF USE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
IfrsStatementLineItems [Line Items] | ||
Right-of-use assets, beginning balance | $ 414 | $ 466 |
Additions | 26 | 49 |
Foreign currency translation | (6) | (41) |
Deductions | (21) | |
Depreciation expense | (45) | (39) |
Right-of-use assets, ending balance | 389 | 414 |
Office equipment [member] | ||
IfrsStatementLineItems [Line Items] | ||
Right-of-use assets, beginning balance | 414 | 446 |
Additions | 49 | |
Foreign currency translation | (6) | (35) |
Deductions | (7) | |
Depreciation expense | (42) | (39) |
Right-of-use assets, ending balance | 366 | 414 |
Motor vehicles [member] | ||
IfrsStatementLineItems [Line Items] | ||
Right-of-use assets, beginning balance | 20 | |
Additions | 26 | |
Foreign currency translation | (6) | |
Deductions | (14) | |
Depreciation expense | (3) | |
Right-of-use assets, ending balance | $ 23 |
SCHEDULE OF INFORMATION ON LEAS
SCHEDULE OF INFORMATION ON LEASE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Notes and other explanatory information [abstract] | ||
Interest expense on lease liabilities | $ 32 | $ 51 |
Total cash outflow for leases | $ 45 | $ 39 |
SCHEDULE OF OTHER PAYABLES (Det
SCHEDULE OF OTHER PAYABLES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Notes and other explanatory information [abstract] | ||
Employees, salaries and related liabilities | $ 726 | $ 392 |
Related party | 4 | 56 |
Liabilities for grants received (see also note 20) | 153 | 50 |
Excise Tax | 1,569 | |
Other | 31 | 152 |
Total | $ 2,483 | $ 650 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 | |
Office equipment [member] | |
IfrsStatementLineItems [Line Items] | |
Lease expiration | 12 years |
Motor vehicles [member] | |
IfrsStatementLineItems [Line Items] | |
Lease expiration | 3 years |
SCHEDULE OF BORROWINGS FROM REL
SCHEDULE OF BORROWINGS FROM RELATED PARTIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Notes and other explanatory information [abstract] | |||
Borrowings from related parties, beginning balance | $ 710 | $ 270 | |
Payment of borrowings | (657) | (172) | |
Provision for bonus (include interest) | 621 | $ 89 | |
Exchange rate differences | (53) | (9) | |
Borrowings from related parties, ending balance | $ 710 | $ 270 |
SCHEDULE OF SHARE CAPITAL (Deta
SCHEDULE OF SHARE CAPITAL (Details) (Parenthetical) - Dec. 31, 2023 | $ / shares | € / shares |
IfrsStatementLineItems [Line Items] | ||
Par value per share | € / shares | € 1 | |
Ordinary shares [member] | ||
IfrsStatementLineItems [Line Items] | ||
Par value per share | $ 0.0022 | |
Preference shares [member] | ||
IfrsStatementLineItems [Line Items] | ||
Par value per share | $ 0.0001 |
SCHEDULE OF SHARE CAPITAL (De_2
SCHEDULE OF SHARE CAPITAL (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Ordinary shares [member] | ||
IfrsStatementLineItems [Line Items] | ||
Number of shares authorized | 36,363,636,364 | 22,727,272 |
Number of shares issued and outstanding | 10,185,909 | |
Preference shares [member] | ||
IfrsStatementLineItems [Line Items] | ||
Number of shares authorized | 200,000,000,000 | |
Number of shares issued and outstanding | ||
Deferred Shares [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Number of shares authorized | 25,000 | 25,000 |
Number of shares issued and outstanding | 25,000 | 25,000 |
BORROWINGS FROM RELATED PARTI_3
BORROWINGS FROM RELATED PARTIES (Details Narrative) $ in Thousands, ₪ in Millions | 1 Months Ended | 12 Months Ended | ||||||||
Aug. 31, 2022 USD ($) | Aug. 31, 2022 ILS (₪) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 ILS (₪) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2015 USD ($) | Dec. 31, 2015 ILS (₪) | Sep. 19, 2023 USD ($) shares | Mar. 07, 2023 shares | Jan. 31, 2023 shares | |
IfrsStatementLineItems [Line Items] | ||||||||||
Cash advances and loans from related parties | $ 513 | ₪ 2 | ||||||||
Borrowings, interest rate | 4% | 4% | ||||||||
Bonus payments | $ 710 | ₪ 2.5 | ||||||||
Carrying amount of liability | $ | $ 87 | |||||||||
Ordinary shares | shares | 1,237,751 | 1,237,751 | 1,000,000 | 864,000 | ||||||
Loan agreement [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Debt conversion amount | $ | $ 657 | |||||||||
Loan agreements [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Ordinary shares | shares | 487,281 | |||||||||
Lender two [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Bonus payments | $ 965 | ₪ 3 |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNIT (Details) | 12 Months Ended | |||||
Mar. 07, 2023 USD ($) shares | Dec. 31, 2023 USD ($) shares $ / shares | Dec. 31, 2022 shares | Sep. 19, 2023 USD ($) shares | Apr. 25, 2023 shares | Jan. 31, 2023 shares | |
IfrsStatementLineItems [Line Items] | ||||||
Ordinary shares | 1,000,000 | 1,237,751 | 864,000 | |||
Stock expense | $ | $ 186,000 | $ 11,460,000 | ||||
Employees directors and service [member] | Restricted share units [member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Number of outstanding, Granted | 197,000 | |||||
Share based expenses | $ | $ 2,820,000 | |||||
Number of outstanding, Beginning | ||||||
Number of outstanding, Vested | (57,000) | |||||
Number of outstanding, Forfeited | (4,000) | |||||
Number of outstanding, Ending | 136,000 | |||||
Employees directors and service [member] | Restricted share units [member] | Bottom of range [member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Fair value grant | $ / shares | $ 1 | |||||
Employees directors and service [member] | Restricted share units [member] | Top of range [member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Fair value grant | $ / shares | $ 1.09 | |||||
Incentive equity plan [member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Shares issued percent | 15% | |||||
Number of shares authorized | 5,082,417 | |||||
Loan agreement [member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Debt conversion amount | $ | $ 657,000 | |||||
Loan agreements [member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Ordinary shares | 487,281 | |||||
Service Provider Agreements [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Ordinary shares | 457,682 | |||||
Payment for service | $ | $ 260 |
SCHEDULE OF SHARE OPTION GRANTE
SCHEDULE OF SHARE OPTION GRANTED (Details) shares in Thousands | 12 Months Ended | |||
Dec. 31, 2023 shares $ / shares | Dec. 31, 2023 shares $ / shares | Dec. 31, 2022 shares $ / shares | Dec. 31, 2022 shares $ / shares | |
Notes and other explanatory information [abstract] | ||||
Number of options outstanding Beginning balance | 57 | 57 | 73 | 73 |
Weighted average exercise price, outstanding beginning balance | (per share) | $ 44.22 | $ 54.25 | $ 41.85 | |
Number of issue of options | 38 | 38 | 17 | 17 |
Weighted average exercise price, issued of options | (per share) | $ 82.04 | $ 41.85 | ||
Number of options, Expired | (30) | (30) | (33) | (33) |
Weighted average exercise price, Expired | (per share) | $ 31.02 | $ 34.10 | ||
Number of options outstanding Ending balance | 65 | 65 | 57 | 57 |
Weighted average exercise price, outstanding beginning balance | (per share) | $ 69.92 | $ 44.22 | $ 54.25 | |
Number of options, Exercisable | 58 | 58 | 38 | 38 |
Weighted average exercise price, Exercisable | (per share) | $ 68.67 | $ 43.40 |
SCHEDULE OF OPTIONS TO EMPLOYEE
SCHEDULE OF OPTIONS TO EMPLOYEES OUTSTANDING (Details) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 shares $ / shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | |
IfrsStatementLineItems [Line Items] | |||
Number of outstanding shares | 65 | 57 | 73 |
Weighted average remaining contractual life of outstanding share options | 5 years | ||
Number of exercisable shares | 58 | 38 | |
Exercise price two [member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of outstanding shares | 5 | ||
Weighted average remaining contractual life of outstanding share options | 2 years 5 months 15 days | ||
Number of exercisable shares | 5 | ||
Weighted average remaining contractual life of exercisable share options | 2 years 5 months 15 days | ||
Exercise price two [member] | Bottom of range [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | $ 18.70 | ||
Exercise price two [member] | Top of range [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | $ 23.32 | ||
Exercise price three [member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of outstanding shares | 3 | ||
Weighted average remaining contractual life of outstanding share options | 3 years 2 months 15 days | ||
Number of exercisable shares | 3 | ||
Weighted average remaining contractual life of exercisable share options | 3 years 2 months 15 days | ||
Exercise price three [member] | Bottom of range [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | $ 29.48 | ||
Exercise price three [member] | Top of range [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | $ 31.02 | ||
Exercise price four [member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of outstanding shares | 6 | ||
Weighted average remaining contractual life of outstanding share options | 1 year 4 months 28 days | ||
Number of exercisable shares | 6 | ||
Weighted average remaining contractual life of exercisable share options | 1 year 4 months 28 days | ||
Exercise price four [member] | Bottom of range [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | $ 40.48 | ||
Exercise price four [member] | Top of range [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | $ 48.18 | ||
Exercise price five [member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of outstanding shares | 9 | ||
Weighted average remaining contractual life of outstanding share options | 2 years 3 months 3 days | ||
Number of exercisable shares | 9 | ||
Weighted average remaining contractual life of exercisable share options | 2 years 3 months 3 days | ||
Exercise price five [member] | Bottom of range [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | $ 52.80 | ||
Exercise price five [member] | Top of range [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | $ 56.10 | ||
Options Outstanding Six [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of outstanding shares | 35 | ||
Weighted average remaining contractual life of outstanding share options | 4 years 4 months 24 days | ||
Number of exercisable shares | 28 | ||
Weighted average remaining contractual life of exercisable share options | 4 years 4 months 17 days | ||
Options Outstanding Six [Member] | Bottom of range [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | $ 78.54 | ||
Options Outstanding Six [Member] | Top of range [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | $ 88 | ||
Options Outstanding Seven [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of outstanding shares | 7 | ||
Weighted average remaining contractual life of outstanding share options | 3 years 10 days | ||
Number of exercisable shares | 7 | ||
Weighted average remaining contractual life of exercisable share options | 3 years 10 days | ||
Options Outstanding Seven [Member] | Bottom of range [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | $ 93.28 | ||
Options Outstanding Seven [Member] | Top of range [member] | |||
IfrsStatementLineItems [Line Items] | |||
Exercise price of outstanding share options | $ / shares | $ 108.90 |
SCHEDULE OF RESEARCH AND DEVELO
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | |||
Share based compensation | $ 3,269 | $ 306 | $ 484 |
Total | 2,711 | 1,898 | 2,039 |
Research and development expenses [member] | |||
IfrsStatementLineItems [Line Items] | |||
Salaries and related expenses | 2,228 | 2,166 | 1,795 |
Subcontractors and consultants | 344 | 374 | 631 |
Materials and laboratory expenses | 223 | 316 | 252 |
Depreciation and amortization | 197 | 255 | 287 |
Share based compensation | 447 | 127 | 100 |
Travel expenses | 87 | 50 | 42 |
Freight | 33 | 30 | 23 |
Other | 10 | 6 | |
Reimbursement from paid pilots and proof of concept projects | (858) | (1,426) | (1,091) |
Total | $ 2,711 | $ 1,898 | $ 2,039 |
SCHEDULE OF GENERAL AND ADMINIS
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
IfrsStatementLineItems [Line Items] | |||
Total | $ 16,567 | $ 2,723 | $ 2,482 |
General and administrative expenses [member] | |||
IfrsStatementLineItems [Line Items] | |||
BCA transaction cost | 7,278 | ||
Professional services | 667 | 1,105 | 1,089 |
Public company expenses | 5,128 | ||
Wages and salaries related | 1,348 | 935 | 752 |
Travel expenses | 611 | 223 | |
Office and maintenance | 170 | 145 | 116 |
Share based compensation | 1,222 | 137 | 331 |
Insurance | 50 | 60 | 102 |
Depreciation and amortization | 30 | 35 | 28 |
Other | 63 | 83 | 64 |
Total | $ 16,567 | $ 2,723 | $ 2,482 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||||
Dec. 08, 2023 USD ($) $ / shares shares | Jun. 22, 2023 $ / shares shares | Mar. 07, 2023 USD ($) shares $ / shares | Jan. 31, 2023 shares | Jan. 25, 2023 | Dec. 31, 2023 USD ($) shares $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 € / shares | Mar. 07, 2023 AUD ($) shares | Jun. 27, 2022 $ / shares | |
IfrsStatementLineItems [Line Items] | |||||||||||
Par value per share, post reserve split | $ / shares | $ 0.0022 | ||||||||||
Convertible notes | $ | $ 828,240 | ||||||||||
Number of shares issued | 1,000,000 | 864,000 | 1,237,751 | 1,000,000 | |||||||
Stock expense | $ | $ 186,000 | $ 11,460,000 | |||||||||
Number of shares issued | 848,784 | ||||||||||
Number of shares cancelled | 193,500,379 | ||||||||||
Conversion of stock, description | shareholders received as consideration 1 ordinary share of the Company per 10.3624 Security Matters PTY Ltd.’s ordinary shares | ||||||||||
Net proceeds | $ | $ 1,979,000 | ||||||||||
Commitment fees | 4,196 | ||||||||||
Par value per share | € / shares | € 1 | ||||||||||
Warrant term description | (i) $0.0022 per share in an amount not to exceed 75% of the New Warrant Shares, or (ii) $1.15 per share, in the discretion of the warrant holders. The Company received aggregate gross proceeds, before payment of transaction fees and expenses, of $697 from the exercise of the Warrant Bs by the holders, and the carrying amount of those warrants, was classified to ordinary shares and premium together with the proceeds the Company received from the exercise price | ||||||||||
Gross proceeds of warrants | $ | $ 182,000 | $ 5,892,000 | |||||||||
Incremental fair value | $ | $ 209 | ||||||||||
Warrant exercise description | Warrant A was valued at $0.067 which is half of the share market price at the end of the period, assuming cashless exercise. Warrants A were considered to be a derivative financial liability. The terms of the warrant Bs specify that each warrant has a cash exercise price of $0.24. The warrant Bs were valued at $0.0602 by using the Black-Scholes option-pricing | ||||||||||
Expected volatility | 81.92% | ||||||||||
Risk-free interest rate | 3.42% | ||||||||||
Net proceeds from offering | $ | $ 2,580,000 | ||||||||||
Capital raise fee | $ | $ 660,000 | ||||||||||
Exercise price | 5 years | ||||||||||
Expected dividend as percentage, share options granted | 0% | ||||||||||
Black scholes pricing model [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Risk-free interest rate | 0% | ||||||||||
Description of expected term warrants | 5 years | 5 years | |||||||||
Expected dividend as percentage, share options granted | 0% | ||||||||||
Bottom of range [member] | Black scholes pricing model [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Expected volatility | 73.01% | 62.06% | |||||||||
Risk-free interest rate | 3.42% | 4.68% | |||||||||
Top of range [member] | Black scholes pricing model [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Expected volatility | 78.35% | 85.03% | |||||||||
Risk-free interest rate | 3.58% | 3.09% | |||||||||
Employees [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Option life, share options granted | 38,656 | ||||||||||
Stock option vesting period | 4 years | ||||||||||
Weighted average fair value at measurement date, share options granted | $ | $ 219,000 | ||||||||||
Share based expenses | $ | $ 184,000 | ||||||||||
Employees [member] | Bottom of range [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Exercise price | $ / shares | $ 22.71 | ||||||||||
Employees [member] | Top of range [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Exercise price | $ / shares | $ 88 | ||||||||||
Bridge loans [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | 872,418 | 872,418 | |||||||||
Debt principal amount | $ | $ 1,350,000 | ||||||||||
Underwriting agreement [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Warrant term description | (i) the thirty day anniversary of the date of the Underwriting Agreement and (ii) the date on which the aggregate composite trading volume of the Company’s ordinary shares as reported by Bloomberg LP beginning on the date of the Underwriting Agreement exceeds 681,818 ordinary shares, a holder of Warrant A warrants may also provide notice and elect a “cashless exercise” pursuant to which the holder would receive an aggregate number of ordinary shares equal to the product of (x) the aggregate number of ordinary shares that would be issuable upon a cash exercise and (y) $0.50. As of the date of the authorization of these financial statements, an aggregate of 690,096 Warrant A warrants were cashless exercised into an aggregate of 345,349 ordinary shares. | ||||||||||
Private warrants [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | 2,200,000 | 2,200,000 | |||||||||
Public warrants [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | 6,250,000 | 6,250,000 | |||||||||
Warrants [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Warrants exercise price per share | $ / shares | $ 0.0204 | ||||||||||
Expected volatility | 70.39% | ||||||||||
Risk-free interest rate | 4.13% | ||||||||||
Ordinary shares [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | 160,227 | 160,227 | |||||||||
Par value per share | $ / shares | $ 0.0022 | ||||||||||
Ordinary shares [member] | Underwriting agreement [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | 345,349 | ||||||||||
Ordinary shares [member] | Underwriting agreement [member] | EF hutton llc [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | 606,061 | ||||||||||
Par value per share | $ / shares | $ 0.24 | ||||||||||
Ordinary Shares Two [Member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | 303,053 | 303,053 | |||||||||
Net proceeds | $ | $ 3,110,000 | ||||||||||
Warrant A [member] | Underwriting agreement [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Warrant cashless exercised | 690,096 | ||||||||||
Warrant B [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Warrant cash exercise price | $ / shares | 0.24 | ||||||||||
Warrant exercise price | $ / shares | 0.0602 | ||||||||||
Underwriter warrant [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Warrants price per share | $ / shares | 0.0575 | ||||||||||
Warrant exercise price | $ / shares | $ 0.264 | ||||||||||
Expected volatility | 70.39% | ||||||||||
Risk-free interest rate | 4.13% | ||||||||||
Warrants issued | 666,667 | ||||||||||
Warrants [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | 24,568,773 | 24,568,773 | |||||||||
Warrants exercised | 32,211,716 | ||||||||||
Warrants exercise price | $ / shares | $ 11.5 | ||||||||||
Redeemable warrants [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Warrants exercised | 200,000 | ||||||||||
Warrants exercise price | $ / shares | $ 11.5 | ||||||||||
Warrants price per share | $ / shares | $ 5 | ||||||||||
Warrants term | 5 years | ||||||||||
Expected volatility | 73.74% | ||||||||||
Risk-free interest rate | 3.91% | ||||||||||
Warrant A [member] | Underwriting agreement [member] | EF hutton llc [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | 606,061 | ||||||||||
Warrants exercise price per share | $ / shares | $ 0.24 | ||||||||||
Warrant A [member] | Ordinary shares [member] | Underwriting agreement [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | 606,061 | ||||||||||
Warrant B [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | 606,060 | ||||||||||
Warrants exercise price per share | $ / shares | $ 1.15 | $ 5.28 | |||||||||
Warrants to purchase ordinary shares | 909,090 | ||||||||||
Gross proceeds of warrants | $ | $ 697 | ||||||||||
Purchase ordinary amount | $ | $ 865 | ||||||||||
Warrant B [member] | Underwriting agreement [member] | EF hutton llc [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | 606,061 | ||||||||||
Warrants exercise price per share | $ / shares | $ 0.24 | ||||||||||
Public offering [member] | Underwriting agreement [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Description of share-based payment arrangement | (a) up to 90,909 additional ordinary shares (15% of the Firm Shares) at a subscription price per share of $0.24 (100% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”) or Pre-Funded Warrants to subscribe for up to 90,909 ordinary shares at a price per share of $0.2399 (100% of the public offering price allocated to each Firm Share less $0.0001) and the remaining non pre-funded exercise price of each pre-funded warrant will be $0.0 001 per share, and/or (b) 90,909 warrants in the form of Warrant A to subscribe for an aggregate of 90,909 ordinary shares (15% of the Firm Warrants) at an exercise price of $0.24 per warrant (100% of the public offering price allocated to each set of warrants in the form of Warrant A), and/or (c) 90,909 warrants in the form of Warrant B to purchase an aggregate of 90,909 ordinary shares (15% of the Firm Warrants) at a purchase price of $0.24 per warrant (100% of the public offering price allocated to each set of warrants in the form of Warrant B) (the “Option Warrants” and together with the Firm Warrants and Pre-Funded Warrants, if any, the “Warrants”), which may be subscribed for in any combination of Option Shares and/or the Option Warrants | ||||||||||
Public offering [member] | Ordinary shares [member] | Underwriting agreement [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | 90,909 | ||||||||||
Par value per share | $ / shares | $ 0.24 | ||||||||||
Public offering [member] | Prefunded warrant [member] | Underwriting agreement [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | 90,909 | ||||||||||
Warrants exercise price per share | $ / shares | $ 0 | ||||||||||
Warrants price per share | $ / shares | $ 0.2399 | ||||||||||
Public offering [member] | Warrant A [member] | Underwriting agreement [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | 90,909 | ||||||||||
Warrants exercise price per share | $ / shares | $ 0.24 | ||||||||||
Public offering [member] | Warrant B [member] | Underwriting agreement [member] | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Number of shares issued | 90,909 | ||||||||||
Warrants price per share | $ / shares | $ 0.24 |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Notes and other explanatory information [abstract] | |||
Loss before income tax | $ (20,989) | $ (6,184) | $ (4,939) |
Theoretical tax rate of 12.5% | (2,624) | (1,701) | (1,358) |
Tax effect amounts which are not deductible/(taxable) in calculating taxable income: | |||
Non-deductible expenditure and others | 3,254 | 335 | 118 |
Unrecognized temporary differences and tax losses for which deferred tax weren’t recognized | (630) | 1,366 | 1,240 |
Income tax / (benefit) |
SCHEDULE OF COMPONENTS OF INC_2
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Applicable tax rate | 12.50% |
TAXES ON INCOME (Details Narrat
TAXES ON INCOME (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Notes and other explanatory information [abstract] | |||
Applicable tax rate percentage | 12.50% | ||
Tax effect of tax losses | $ 45,095 | $ 24,106 | $ 17,659 |
SCHEDULE OF LOSS PER SHARE (Det
SCHEDULE OF LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Profit or loss [abstract] | |||||
Net loss attributable to the owners of the company | $ (20,914) | $ (6,184) | $ (4,939) | ||
Basic loss per share | $ (7.82) | $ (8.47) | [1],[2] | $ (7.41) | [1],[2] |
Diluted loss per share | $ (7.82) | $ (8.47) | [1],[2] | $ (7.41) | [1],[2] |
Weighted average number of ordinary shares used in calculating basic loss per share | 2,676 | 730 | 666 | ||
Weighted average number of ordinary shares used in calculating diluted loss per share | 2,676 | 730 | 666 | ||
[1]Restated as a result of the SPAC transaction and after giving effect to the reverse stock split (see also Note 1.B)[2]Restated as a result of the SPAC transaction and the reverse share split described in Note 14B(4), the calculation of the basic and diluted loss per share for all past periods presented have been adjusted retrospectively based on the new number of shares as derived from the conversion ratio. |
SCHEDULE OF KEY MANAGEMENT PERS
SCHEDULE OF KEY MANAGEMENT PERSONNEL (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Notes and other explanatory information [abstract] | ||
Issuance of options to related party | $ 721 | |
Short-term salary and fees | 803 | 508 |
Short-term salary until deletion | 22 | |
Loan repayment | 172 | |
Conversion of loan to ordinary shares | 657 | |
Share based payments | 2,084 | 98 |
Post-employment retirement benefits | 98 | 94 |
Payment for Administrative services | 34 | 36 |
Non-monetary benefits | 49 | 29 |
Payments for legal services | 287 | |
Revaluation of financial liabilities at fair value | 1,204 | |
Proof of Concept projects paid by affiliated companies | (1,064) | |
Key management personnel compensation | $ 5,238 | $ 594 |
SCHEDULE OF BALANCE WITH RELATE
SCHEDULE OF BALANCE WITH RELATED PARTIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
IfrsStatementLineItems [Line Items] | ||
Other accounts payable | $ (31,000) | $ (152,000) |
Trade payables | (10,127) | |
Trade payables | 10,127 | |
Key management personnel of entity or parent [member] | ||
IfrsStatementLineItems [Line Items] | ||
Salary and related | (219,000) | (99,000) |
Directors [member] | ||
IfrsStatementLineItems [Line Items] | ||
Salary and related | (82,000) | |
Shareholders [member] | ||
IfrsStatementLineItems [Line Items] | ||
Borrowings from related parties | (710,000) | |
Other accounts payable | (3,000) | (56,000) |
Trade payables | (58,000) | |
Trade payables | 58,000 | |
Derivatives | (476,000) | |
Joint ventures [member] | ||
IfrsStatementLineItems [Line Items] | ||
Other receivables | 15,000 | 59,000 |
Investment in subsidiary | 115,000 | 221,000 |
Related parties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total | $ (626,000) | $ (667,000) |
SCHEDULE OF GOVERNMENT GRANTS (
SCHEDULE OF GOVERNMENT GRANTS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Notes and other explanatory information [abstract] | ||
Short term liability at year end | $ 153 | $ 50 |
Long term liability at year end | 85 | |
Total | $ 153 | $ 135 |
GOVERNMENT GRANTS (Details Narr
GOVERNMENT GRANTS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 25, 2023 | Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | ||
Government grants received | $ 162 | |
Percentage of revenue | 3% | |
Government grants | $ 0 | |
Interest rate, description | IIA grants approved by the IIA prior to January 1, 2024 but which are outstanding thereafter, as of January 1, 2024 the annual interest will be calculated at a rate based on 12-month Secured Overnight Financing Rate, the SOFR, or at an alternative rate published by the Bank of Israel plus 0.71513%; and, for grants approved on or following January 1, 2024 the annual interest will be the higher of (i) the 12 months SOFR interest rate, plus 1%, or (ii) a fixed annual interest rate of 4% |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2023 | Dec. 31, 2023 | Mar. 07, 2023 | Jan. 31, 2015 | |
Notes and other explanatory information [abstract] | ||||
Percentage of royalty | 2.20% | |||
Consideration percentage | 1% | |||
Percentage of voting equity interests acquired | 2% | |||
Number of shares issued | 864,000 | 1,237,751 | 1,000,000 | |
Risk free interest rate, share options granted | 3.42% | |||
Expected volatility, share options granted | 81.92% | |||
[custom:DescriptionOfExpectedExpectedTermOptionsGranted] | 3 years | |||
Expected dividend as percentage, share options granted | 0% | |||
License intellectual property | $ 33 | |||
Addtional equity fund of convertible percent | 1% | |||
Consideration paid (received) | $ 27,000 | |||
Investment property | $ 123 | |||
Payment of cash percent | 1.50% |
SCHEDULE OF FINANCIAL ASSETS AN
SCHEDULE OF FINANCIAL ASSETS AND IMPACT OF CREDIT EXPOSURE (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Financial assets at amortized cost: | ||||
Cash and cash equivalents | $ 168 | $ 1,398 | $ 4,171 | $ 4,341 |
Other current receivables | 634 | 3,673 | ||
Total current assets | 802 | 5,071 | ||
Credit risk [member] | ||||
Financial assets at amortized cost: | ||||
Cash and cash equivalents | 168 | 1,398 | ||
Other current receivables | 424 | 3,673 | ||
Total current assets | $ 592 | $ 5,071 |
SCHEDULE OF FINANCIAL LIABILITI
SCHEDULE OF FINANCIAL LIABILITIES FAIR VALUE THROUGH PROFIT OR LOSS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Financial liabilities at fair value through profit or loss: | ||
Total financial liabilities | $ 18,755 | $ 7,867 |
Total financial liabilities at fair value through profit or loss | 16,940 | 7,867 |
Financial liabilities at amortized cost: | ||
Total financial liabilities at amortized cost | 1,815 | |
Convertible notes [member] | ||
Financial liabilities at fair value through profit or loss: | ||
Total financial liabilities | 377 | 563 |
Trade and other payables [member] | ||
Financial liabilities at fair value through profit or loss: | ||
Total financial liabilities | 12,487 | 3,622 |
Bridge loans [member] | ||
Financial liabilities at fair value through profit or loss: | ||
Total financial liabilities | 2,233 | 3,682 |
Pre paid Advance [member] | ||
Financial liabilities at fair value through profit or loss: | ||
Total financial liabilities | 700 | |
Derivatives [member] | ||
Financial liabilities at fair value through profit or loss: | ||
Total financial liabilities | 1,143 | |
Convertible promissory note [member] | ||
Financial liabilities at fair value through profit or loss: | ||
Total financial liabilities | 1,013 | |
Lease liabilities [member] | ||
Financial liabilities at fair value through profit or loss: | ||
Total financial liabilities | 649 | |
Government grants [member] | ||
Financial liabilities at fair value through profit or loss: | ||
Total financial liabilities | 153 | |
Borrowing from related parties [member] | ||
Financial liabilities at fair value through profit or loss: | ||
Total financial liabilities |
SCHEDULE OF FOREIGN CURRENCY SE
SCHEDULE OF FOREIGN CURRENCY SENSITIVITY ANALYSIS (Details) € in Thousands, ₪ in Thousands, $ in Thousands, $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2023 AUD ($) | Dec. 31, 2023 ILS (₪) | Dec. 31, 2023 EUR (€) | Dec. 31, 2023 SGD ($) | Dec. 31, 2022 AUD ($) | Dec. 31, 2022 ILS (₪) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 SGD ($) | |
IfrsStatementLineItems [Line Items] | ||||||||
Effect on net loss | $ 19 | ₪ 165 | € 10 | $ 14 | $ 127 | ₪ 73 | € 3 | |
NIS [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Change in tax rate | 10% | 10% | 10% | 10% | 10% | 10% | 10% | 10% |
AUD [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Change in tax rate | 10% | 10% | 10% | 10% | 10% | 10% | 10% | 10% |
SGD [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Change in tax rate | 10% | 10% | 10% | 10% | 10% | 10% | 10% | 10% |
EUR [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Change in tax rate | 10% | 10% | 10% | 10% | 10% | 10% | 10% | 10% |
SCHEDULE OF UNDISCOUNTED FINANC
SCHEDULE OF UNDISCOUNTED FINANCIAL LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | $ 18,755 | $ 7,867 |
Trade and other payables [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 12,487 | 3,622 |
Bridge loans [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 2,233 | 3,682 |
Government grants [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 153 | |
Lease liabilities [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 649 | |
Convertible promissory note [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 1,013 | |
Pre paid Advance [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 700 | |
Not later than one year [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 17,704 | 4,479 |
Not later than one year [member] | Trade and other payables [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 12,487 | 3,622 |
Not later than one year [member] | Bridge loans [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 1,750 | |
Not later than one year [member] | Government grants [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 153 | 75 |
Not later than one year [member] | Lease liabilities [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 81 | 72 |
Not later than one year [member] | Convertible promissory note [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 1,013 | |
Not later than one year [member] | Pre paid Advance [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 700 | |
Not later than one year [member] | Convertible Note [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 377 | |
Not later than one year [member] | Financial Derivatives [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 1,143 | |
Not later than one year [member] | Borrowings from related parties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 710 | |
Not Later Than One To Two Year [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 534 | 1,187 |
Not Later Than One To Two Year [Member] | Trade and other payables [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than One To Two Year [Member] | Bridge loans [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 453 | 1,031 |
Not Later Than One To Two Year [Member] | Government grants [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 84 | |
Not Later Than One To Two Year [Member] | Lease liabilities [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 81 | 72 |
Not Later Than One To Two Year [Member] | Convertible promissory note [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than One To Two Year [Member] | Pre paid Advance [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than One To Two Year [Member] | Convertible Note [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than One To Two Year [Member] | Financial Derivatives [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than One To Two Year [Member] | Borrowings from related parties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Two To Three Year [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 89 | 72 |
Not Later Than Two To Three Year [Member] | Trade and other payables [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Two To Three Year [Member] | Bridge loans [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 15 | |
Not Later Than Two To Three Year [Member] | Government grants [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Two To Three Year [Member] | Lease liabilities [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 74 | 72 |
Not Later Than Two To Three Year [Member] | Convertible promissory note [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Two To Three Year [Member] | Pre paid Advance [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Two To Three Year [Member] | Convertible Note [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Two To Three Year [Member] | Financial Derivatives [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Two To Three Year [Member] | Borrowings from related parties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Three To Four Year [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 89 | 72 |
Not Later Than Three To Four Year [Member] | Trade and other payables [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Three To Four Year [Member] | Bridge loans [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 15 | |
Not Later Than Three To Four Year [Member] | Government grants [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Three To Four Year [Member] | Lease liabilities [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 74 | 72 |
Not Later Than Three To Four Year [Member] | Convertible promissory note [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Three To Four Year [Member] | Pre paid Advance [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Three To Four Year [Member] | Convertible Note [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Three To Four Year [Member] | Financial Derivatives [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Three To Four Year [Member] | Borrowings from related parties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Four To Five Year [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 74 | 72 |
Not Later Than Four To Five Year [Member] | Trade and other payables [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Four To Five Year [Member] | Bridge loans [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Four To Five Year [Member] | Government grants [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Four To Five Year [Member] | Lease liabilities [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 74 | 72 |
Not Later Than Four To Five Year [Member] | Convertible promissory note [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Four To Five Year [Member] | Pre paid Advance [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Four To Five Year [Member] | Convertible Note [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Four To Five Year [Member] | Financial Derivatives [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Not Later Than Four To Five Year [Member] | Borrowings from related parties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Later than five years [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 265 | 353 |
Later than five years [member] | Trade and other payables [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Later than five years [member] | Bridge loans [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Later than five years [member] | Government grants [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Later than five years [member] | Lease liabilities [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 265 | 353 |
Later than five years [member] | Convertible promissory note [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Later than five years [member] | Pre paid Advance [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Later than five years [member] | Convertible Note [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Later than five years [member] | Financial Derivatives [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Later than five years [member] | Borrowings from related parties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | ||
Later than five years and not later than seven years [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 18,755 | 6,235 |
Later than five years and not later than seven years [member] | Trade And Other Payable [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 12,487 | 3,622 |
Later than five years and not later than seven years [member] | Bridge loans [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 2,233 | 1,031 |
Later than five years and not later than seven years [member] | Government grants [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 153 | 159 |
Later than five years and not later than seven years [member] | Lease liabilities [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 649 | 713 |
Later than five years and not later than seven years [member] | Convertible Promissory [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 1,013 | |
Later than five years and not later than seven years [member] | Pre paid Advance [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 700 | |
Later than five years and not later than seven years [member] | Convertible Note [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | 377 | |
Later than five years and not later than seven years [member] | Financial Derivatives [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | $ 1,143 | |
Later than five years and not later than seven years [member] | Borrowings from related parties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Financial liabilities at amortized cost | $ 710 |
FINANCIAL INSTRUMENTS AND RIS_3
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Details Narrative) | 12 Months Ended | |||||||
Dec. 31, 2023 AUD ($) | Dec. 31, 2023 ILS (₪) | Dec. 31, 2023 EUR (€) | Dec. 31, 2023 SGD ($) | Dec. 31, 2022 AUD ($) | Dec. 31, 2022 ILS (₪) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 SGD ($) | |
Financial Instruments And Risk Management | ||||||||
Increase (decrease) in financial assets | $ 185 | ₪ 1,651 | € 101 | $ 142 | $ 1,265 | ₪ 729 | € 34 | $ 0 |
SCHEDULE OF UNOBSERVABLE FOR AS
SCHEDULE OF UNOBSERVABLE FOR ASSETS OR LIABILITY (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
IfrsStatementLineItems [Line Items] | ||
Derivative financial liabilities | $ 1,709 | $ 1,031 |
Convertible promissory note | 1,013 | |
Derivatives [member] | ||
IfrsStatementLineItems [Line Items] | ||
Derivative financial liabilities | 1,707 | 1,031 |
Convertible promissory note | 2 | |
Level 1 of fair value hierarchy [member] | ||
IfrsStatementLineItems [Line Items] | ||
Derivative financial liabilities | 2 | |
Level 1 of fair value hierarchy [member] | Derivatives [member] | ||
IfrsStatementLineItems [Line Items] | ||
Derivative financial liabilities | ||
Convertible promissory note | 2 | |
Level 2 of fair value hierarchy [member] | ||
IfrsStatementLineItems [Line Items] | ||
Derivative financial liabilities | ||
Level 2 of fair value hierarchy [member] | Derivatives [member] | ||
IfrsStatementLineItems [Line Items] | ||
Derivative financial liabilities | ||
Convertible promissory note | ||
Level 3 of fair value hierarchy [member] | ||
IfrsStatementLineItems [Line Items] | ||
Derivative financial liabilities | 1,707 | 1,031 |
Level 3 of fair value hierarchy [member] | Derivatives [member] | ||
IfrsStatementLineItems [Line Items] | ||
Derivative financial liabilities | 1,707 | $ 1,031 |
Convertible promissory note |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||||||||
Apr. 11, 2024 USD ($) $ / shares shares | Feb. 29, 2024 USD ($) shares | Feb. 20, 2024 USD ($) $ / shares shares | Dec. 08, 2023 USD ($) $ / shares shares | Sep. 06, 2023 USD ($) $ / shares shares | Feb. 29, 2024 USD ($) $ / shares shares | Jan. 31, 2024 shares | May 31, 2022 USD ($) | May 31, 2022 AUD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 19, 2024 USD ($) shares | Mar. 04, 2024 shares | Jan. 12, 2024 USD ($) shares | Dec. 31, 2023 € / shares shares | Jun. 22, 2023 shares | Mar. 07, 2023 shares | Jan. 31, 2023 shares | Jun. 27, 2022 $ / shares | |
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Number of shares issued | 1,237,751 | 1,237,751 | 1,000,000 | 864,000 | ||||||||||||||||
Implied value | € / shares | € 1 | |||||||||||||||||||
Aggregate amount of convertible instruments issued | $ 569,000 | $ 828 | ||||||||||||||||||
Proceeds from issuance of shares, net | $ | $ 182,000 | $ 5,892,000 | ||||||||||||||||||
Warrant B [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Number of shares issued | 606,060 | |||||||||||||||||||
Proceeds from issuance of shares, net | $ | $ 697 | |||||||||||||||||||
[custom:WarrantsExercisePricePerShare-0] | $ / shares | $ 1.15 | $ 5.28 | ||||||||||||||||||
Ordinary shares [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Number of shares issued | 160,227 | |||||||||||||||||||
Implied value | $ / shares | $ 0.0022 | |||||||||||||||||||
Nonadjusting event [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Number of warrants | 909,090,000 | |||||||||||||||||||
Warrants exercised | 454,544,000 | |||||||||||||||||||
Aggregate ordinary shares | 454,544,000 | |||||||||||||||||||
Exercise price of share | $ / shares | $ 0.5 | |||||||||||||||||||
Exercise price of share | $ / shares | $ 0.2378 | |||||||||||||||||||
Fee and commission income | $ | $ 2,900,000 | |||||||||||||||||||
Offering expenses payable | $ | $ 2,660,000 | |||||||||||||||||||
Convertible security to investor, description | (i) a convertible security to an investor relating to a loan in the principal amount of $407 and (ii) 100,000 warrants to the investor. | |||||||||||||||||||
Aggregate amount of convertible instruments issued | $ | $ 407,000 | |||||||||||||||||||
Proceeds from issuance of shares, net | $ | 350,000 | |||||||||||||||||||
Restricted stock unit shares | 1,500,000 | |||||||||||||||||||
Restricted stock unit vested shares | 166,667 | |||||||||||||||||||
Ordinary shares | 30,000 | |||||||||||||||||||
Nonadjusting event [member] | Ordinary shares [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Ordinary shares | 3,789,264 | |||||||||||||||||||
Nonadjusting event [member] | Ordinary shares [member] | Warrant reserve [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Ordinary shares | 2,619,377 | |||||||||||||||||||
Nonadjusting event [member] | Ordinary shares [member] | Board of director [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Ordinary shares | 100,000 | |||||||||||||||||||
Nonadjusting event [member] | Warrant B [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Ordinary shares | 2,619,367 | |||||||||||||||||||
Underwriting agreement [member] | Ordinary shares [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Number of shares issued | 345,349 | |||||||||||||||||||
Underwriting agreement [member] | Ordinary shares [member] | Warrant A [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Number of shares issued | 606,061 | |||||||||||||||||||
Underwriting agreement [member] | Nonadjusting event [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Contract agreement | $ | $ 5,000,000 | |||||||||||||||||||
Underwriting agreement [member] | Nonadjusting event [member] | Ordinary shares [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Number of shares issued | 12,124,666 | |||||||||||||||||||
Implied value | $ / shares | $ 0.24 | |||||||||||||||||||
Pre funded warrants convertible, description | 1-for-1 basis | |||||||||||||||||||
Letter Agreement [member] | Nonadjusting event [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Payment for fee | $ | $ 200,000,000 | $ 200,000,000 | ||||||||||||||||||
Warrant shares | 250,000 | 250,000 | ||||||||||||||||||
Exercise price of share | $ / shares | $ 0.0022 | |||||||||||||||||||
Securities purchase agreement [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Number of shares issued | 2,619,377 | 2,619,377 | ||||||||||||||||||
Proceeds from issuance of shares, net | $ | $ 2,358,000 | |||||||||||||||||||
Borrowing costs incurred | $ | $ 2,574,000 | |||||||||||||||||||
[custom:OriginalIssueDiscount-0] | 40% | |||||||||||||||||||
[custom:InterestAccruedPercent-0] | 12% | |||||||||||||||||||
[custom:ConversionPrice] | $ / shares | $ 1.6378 | |||||||||||||||||||
Securities purchase agreement [member] | Warrant B [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Number of shares issued | 2,619,367 | |||||||||||||||||||
[custom:WarrantsExercisePricePerShare-0] | $ / shares | $ 1.6378 | |||||||||||||||||||
Securities purchase agreement [member] | Warrant A [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Number of shares issued | 3,929,051 | |||||||||||||||||||
[custom:WarrantsExercisePricePerShare-0] | $ / shares | $ 0.0022 | |||||||||||||||||||
Securities purchase agreement [member] | Ordinary shares [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Number of shares issued | 3,929,051 | |||||||||||||||||||
Securities purchase agreement [member] | Ordinary shares [member] | Warrant A [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Number of shares issued | 2,619,367 | |||||||||||||||||||
Securities purchase agreement [member] | Nonadjusting event [member] | Ordinary shares [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Ordinary shares | 11,825,508 | |||||||||||||||||||
Promissory note | $ | $ 2,000,000 | |||||||||||||||||||
Principal amount | $ | 2,250,000 | |||||||||||||||||||
Borrowing costs incurred | $ | $ 2,000 | |||||||||||||||||||
[custom:OriginalIssueDiscount-0] | 10% | |||||||||||||||||||
[custom:InterestAccruedPercent-0] | 12% | |||||||||||||||||||
[custom:WarrantTerm-0] | 5 years | |||||||||||||||||||
Exercise price of outstanding share options | $ / shares | $ 0.157 | |||||||||||||||||||
Stock Purchase Agreement [Member] | Entering into significant commitments or contingent liabilities [member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Notional amount | $ | $ 30,000,000 | |||||||||||||||||||
[custom:PurchasePricePercentage-0] | 95% |