Cover
Cover - shares | 12 Months Ended | |
Dec. 31, 2023 | May 01, 2024 | |
Entity Addresses [Line Items] | ||
Document Type | 20-F | |
Amendment Flag | false | |
Document Registration Statement | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Shell Company Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-42038 | |
Entity Registrant Name | Holdco Nuvo Group D.G Ltd. | |
Entity Central Index Key | 0001990145 | |
Entity Incorporation, State or Country Code | L3 | |
Entity Address, Address Line One | 94 Yigal Alon St. | |
Entity Address, City or Town | Tel Aviv | |
Entity Address, Country | IL | |
Entity Address, Postal Zip Code | 6789155 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Document Accounting Standard | U.S. GAAP | |
Entity Shell Company | false | |
Document Financial Statement Error Correction [Flag] | false | |
Auditor Name | Kesselman & Kesselman | |
Auditor Location | Tel-Aviv, Israel | |
Auditor Firm ID | 1309 | |
Ordinary Shares, no par value per share | ||
Entity Addresses [Line Items] | ||
Title of 12(b) Security | Ordinary Shares, no par value per share | |
Trading Symbol | NUVO | |
Security Exchange Name | NASDAQ | |
Warrants to purchase Ordinary Shares | ||
Entity Addresses [Line Items] | ||
Title of 12(b) Security | Warrants to purchase Ordinary Shares | |
Trading Symbol | NUVOW | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 13,223,440 | |
Ordinary Shares [Member] | ||
Entity Addresses [Line Items] | ||
Entity Common Stock, Shares Outstanding | 33,261,549 | |
Business Contact [Member] | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | 300 Witherspoon Street | |
Entity Address, Address Line Two | Suite 201 | |
Entity Address, City or Town | Princeton | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08542 | |
City Area Code | 1-800 | |
Local Phone Number | 554-9041 | |
Contact Personnel Name | Nuvo Group USA, Inc. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 553 | $ 837 |
Restricted cash | 271 | |
Accounts receivable, net of credit losses of zero as of December 31, 2023 and 2022, respectively | 40 | |
Other current assets | 964 | 962 |
Inventory | 20 | 535 |
TOTAL CURRENT ASSETS | 1,577 | 2,605 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 741 | 909 |
Restricted cash | 28 | 34 |
Severance pay fund | 200 | |
Other assets | 1,140 | |
TOTAL NON-CURRENT ASSETS | 1,909 | 1,143 |
TOTAL ASSETS | 3,486 | 3,748 |
Accounts payable and accruals: | ||
Trade | 952 | 981 |
Other | 3,307 | 3,727 |
Commitment to shareholder (see Note 17) | 1,945 | |
SAFE liability | 16,059 | 26,282 |
Convertible loans | 10,378 | 9,109 |
Current maturities of bridge loans | 249 | |
TOTAL CURRENT LIABILITIES | 30,945 | 42,044 |
NON-CURRENT LIABILITIES | ||
Accrued severance pay | 408 | |
Bridge loans | 949 | |
Redeemable crossover preferred shares - put option derivative | 7,464 | |
TOTAL LIABILITIES | 39,358 | 42,452 |
Redeemable crossover preferred shares and incentive shares, par value NIS 0.01 per share; 2,800,000 and zero0 shares authorized as of December 31, 2023 and 2022; 1,850,147 and zero0 shares issued and outstanding at December 31, 2023 and 2022, respectively | 31,618 | |
SHAREHOLDERS’ CAPITAL DEFICIENCY: | ||
Ordinary shares, par value NIS 0.01 per share; 40,000,000 shares authorized as of December 31, 2023 and 2022; 15,505,853 shares and 15,477,374 shares issued and outstanding at December 31, 2023 and 2022, respectively | 39 | 39 |
Additional paid-in capital | 76,245 | 71,376 |
Accumulated deficit | (143,774) | (110,119) |
Total redeemable crossover preferred shares and capital deficiency | (67,490) | (38,704) |
Total liabilities, net of capital deficiency | $ 3,486 | $ 3,748 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Temporary equity, redemption price per share | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 2,800,000 | 0 |
Temporary equity, shares issued | 1,850,147 | 0 |
Temporary equity, shares outstanding | 1,850,147 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares, issued | 15,505,853 | 15,477,374 |
Common stock, shares, outstanding | 15,505,853 | 15,477,374 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenues | $ 176 | $ 0 | $ 0 |
Cost of revenues | 191 | ||
GROSS LOSS | (15) | ||
Operating expenses | |||
Research and development, net | 8,324 | 9,893 | 10,470 |
Sales and marketing | 3,221 | 4,752 | 2,369 |
General and administrative | 5,073 | 6,161 | 14,727 |
Total operating expenses | 16,618 | 20,806 | 27,566 |
LOSS FROM OPERATIONS | (16,633) | (20,806) | (27,566) |
Change in fair value of financial instruments | (18,017) | 971 | (5,948) |
Other financial expenses, net | (44) | (69) | (565) |
LOSS BEFORE TAX EXPENSE | (34,694) | (19,904) | (34,079) |
TAX EXPENSES | (1,039) | 775 | 433 |
TOTAL COMPREHENSIVE LOSS | $ (33,655) | $ (20,679) | $ (34,512) |
NET LOSS PER SHARE - BASIC AND DILUTED | $ (1.86) | $ (1.21) | $ (2.03) |
WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTING NET LOSS PER SHARE - BASIC AND DILUTED | 18,046,742 | 17,023,397 | 16,964,727 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY CAPITAL DEFICIENCY - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 39 | $ 53,673 | $ (54,928) | $ (1,216) |
Beginning balance, shares at Dec. 31, 2020 | 15,326,951 | |||
Exercise of options (see note 13d) | 139 | 139 | ||
Exercise of options, shares | 64,294 | |||
Share-based compensation | 9,750 | 9,750 | ||
Settlement of commitment to shareholder | ||||
Comprehensive loss | (34,512) | (34,512) | ||
Ending balance, value at Dec. 31, 2021 | $ 39 | 63,562 | (89,440) | (25,839) |
Ending balance, shares at Dec. 31, 2021 | 15,391,245 | |||
Exercise of options (see note 13d) | 40 | $ 40 | ||
Exercise of options, shares | 86,129 | 86,129 | ||
Share-based compensation | 7,774 | $ 7,774 | ||
Settlement of commitment to shareholder | ||||
Comprehensive loss | (20,679) | (20,679) | ||
Ending balance, value at Dec. 31, 2022 | $ 39 | 71,376 | (110,119) | (38,704) |
Ending balance, shares at Dec. 31, 2022 | 15,477,374 | |||
Exercise of options (see note 13d) | ||||
Exercise of options, shares | 28,479 | |||
Share-based compensation | 3,095 | 3,095 | ||
Bridge loan warrants | 865 | 865 | ||
Settlement of commitment to shareholder | 909 | 909 | ||
Comprehensive loss | (33,655) | (33,655) | ||
Ending balance, value at Dec. 31, 2023 | $ 39 | $ 76,245 | $ (143,774) | $ (67,490) |
Ending balance, shares at Dec. 31, 2023 | 15,505,853 |
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: | |||
Net loss | $ (33,655) | $ (20,679) | $ (34,512) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation and amortization | 206 | 495 | 214 |
Remeasurement of financial instruments | 18,017 | (971) | 5,948 |
Share-based compensation | 3,095 | 7,774 | 9,750 |
Non-cash interest expense | 16 | ||
Other financial expense (income), net | 11 | (62) | 14 |
Changes in fair value of commitment to shareholder | (1,036) | (1,500) | 3,445 |
Amortization of debt discount | 14 | ||
Loss (gain) on amounts funded in respect of severance pay | 23 | (29) | |
Changes in operating assets and liabilities | |||
Inventory | 515 | (16) | (352) |
Accounts receivable, net | (40) | ||
Other current assets | (2) | (394) | (324) |
Other assets | (1,140) | ||
Trade payables | (29) | 623 | (68) |
Other accounts payable | (436) | 1,208 | 1,523 |
Convertible loans | (284) | ||
Accrued severance pay | (208) | 28 | 37 |
Net cash used in operating activities | (14,956) | (13,471) | (14,354) |
Cash flows from investing activities: | |||
Amounts funded in respect of severance pay | (24) | (25) | |
Purchase of property and equipment | (38) | (253) | (238) |
Net cash used in investing activities | (38) | (277) | (263) |
Cash flows from financing activities: | |||
Exercise of options | 40 | 139 | |
Proceeds from issuance of convertible loans | 495 | 7,435 | |
Proceeds from issuance of SAFE liability | 2,350 | 18,267 | |
Repayment of convertible loans | (1,100) | ||
Proceeds from redeemable crossover preferred shares | 13,000 | ||
Proceeds from bridge loans and warrants | 2,049 | ||
Net cash provided by financing activities | 14,444 | 9,825 | 18,406 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (11) | 61 | (12) |
(Decrease) in cash and cash equivalents, and restricted cash | (561) | (3,862) | 3,777 |
Cash, cash equivalents and restricted cash at the beginning of the year | 1,142 | 5,004 | 1,227 |
Cash, cash equivalents and restricted cash at the end of the year | 581 | 1,142 | 5,004 |
Supplemental disclosure of cash flow information: | |||
Cash paid for income taxes | 8 | 19 | |
Cash paid for interest | 284 | ||
Noncash investing and financing activities | |||
Cashless exercise of stock options | 157 | ||
Issuance of SAFE liability | 1,465 | ||
Settlement of commitment to shareholder | $ 909 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) | Dec. 31, 2023 | Jul. 20, 2023 |
ASSETS | ||
Current assets | $ 1,577,000 | |
TOTAL ASSETS | 3,486,000 | |
LIABILITIES AND EQUITY | ||
TOTAL LIABILITIES | 39,358,000 | |
SHAREHOLDERS’ EQUITY: | ||
Ordinary shares, no par value per share; 10,000,000 shares authorized as of December 31, 2023 and July 20, 2023; 1,000,000 shares issued and outstanding at December 31, 2023 and July 20, 2023 | 39,000 | |
Total redeemable crossover preferred shares and capital deficiency | (67,490,000) | |
Total liabilities, net of capital deficiency | 3,486,000 | |
Holdco Nuvo Group D G Ltd [Member] | ||
ASSETS | ||
Current assets | 99,160 | $ 0 |
TOTAL ASSETS | 99,160 | 0 |
LIABILITIES AND EQUITY | ||
Current liabilities – related parties | 99,160 | 0 |
TOTAL LIABILITIES | 99,160 | 0 |
SHAREHOLDERS’ EQUITY: | ||
Ordinary shares, no par value per share; 10,000,000 shares authorized as of December 31, 2023 and July 20, 2023; 1,000,000 shares issued and outstanding at December 31, 2023 and July 20, 2023 | ||
Total redeemable crossover preferred shares and capital deficiency | 0 | 0 |
Total liabilities, net of capital deficiency | $ 99,160 | $ 0 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - shares | Dec. 31, 2023 | Jul. 20, 2023 |
Common stock, shares authorized | 40,000,000 | |
Common stock, shares issued | 15,505,853 | |
Common stock, shares outstanding | 15,505,853 | |
Holdco Nuvo Group D G Ltd [Member] | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 1,000,000 | 1,000,000 |
Common stock, shares outstanding | 1,000,000 | 1,000,000 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 - DESCRIPTION OF BUSINESS a. General Nuvo Group Ltd. (the “Company”) was incorporated under the laws of Israel and commenced operations in June 2006. The Company operates in one line of business and is engaged in research, development and marketing of innovative medical devices and services for pregnancy monitoring. In 2009 the Company established a wholly-owned subsidiary under the laws of the State of Delaware, Nuvo Group USA, Inc. (the “Subsidiary”), which provides distribution services under an intercompany distribution agreement with the Company. As of December 31, 2023 and 2022, substantially all of the Company’s long-lived assets are located in Israel. b. Liquidity and Going Concern The Company is engaged in research and development activities, currently commercializing its product, INVU, which has not yet generated material revenues from operations. The Company has an accumulated deficit as of December 31, 2023, as well as a history of net losses and negative operating cash flows since its inception. The Company has funded its operations through financing, mainly equity issuance, convertible loans agreements (“Convertible Loans”) and Simple Agreements for Future Equity (“SAFE”). The Company expects to continue to incur losses and negative cash flows from operations until INVU reaches commercial profitability. As a result of these expected losses and negative cash flows from operations, along with the Company’s current cash position, the Company does not have sufficient resources to fund operations for the next 12 months from the issuance of these financial statements. These circumstances raise a substantial doubt about the Company’s ability to continue as a going concern. These financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans include the continued development and commercialization of the Company’s product. For this purpose, the Company intends to raise additional financing through the sale of additional equity securities, incurrence of debt, or capital inflows from strategic partnerships. In the context of obtaining sustainable funding and in order to continue as a going concern, the Company has evaluated a broad range of financing options. On May 1, 2024, the Company completed its previously announced de-SPAC merger transaction with LAMF Global Ventures Corp I (“LAMF”), a NASDAQ listed Special Purpose Acquisition Company (“SPAC”) (see below). Following the de-SPAC, the Company still does not have sufficient resources to fund its operations for the next 12 months and will continue to depend on additional funding in the future. There is no assurance, however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializing its products and raising capital, it may be compelled to delay, restrict, reduce, or terminate its current activities or even discontinue one or more of its development programs entirely. Business Combination Agreement (BCA) and the de-SPAC transaction: On April 25, 2023 the Company and LAMF signed a non-binding letter of intent (the “LOI”), contemplating entry into the BCA and its consummation, which was extended first on May 16, 2023 and then on May 31, 2023, and expired on June 14, 2023. On July 12, 2023, both parties entered into another LOI with an expiry date of August 14, 2024 (see below). The LOI contemplates a valuation of the Company before the BCA’s execution of $269,000, excluding a seller earnout of approximately $31,000 for the Company. On May 11, 2023, LAMF held an extraordinary general meeting of shareholders. In this meeting, LAMF Shareholders approved amendments to the existing governing documents to extend the date by which LAMF must complete an initial business combination from May 16, 2023 to November 16, 2023, and to allow LAMF, without another shareholder vote, by resolution of the LAMF Board, to elect to further extend the date by which LAMF must complete an initial business combination in one-month increments up to six additional times, or a total of up to twelve months total, up to May 16, 2024. On January 8, 2024, the LAMF Board elected to extend the extended date to February 16, 2024 through an additional monthly extension. LAMF’s articles of association provides that the Company has the right to extend the deadline date up to three additional times for an additional one month each time, from February 16, 2024, the current deadline date, to up to May 16, 2024. On May 1, 2024, the Company completed its previously announced de-SPAC merger transaction with LAMF. Each Nuvo Share issued and outstanding will, by virtue of the Acquisition Merger and upon the terms and subject to the conditions set forth in the Business Combination Agreement, automatically be deemed to have been transferred and automatically deemed for all purposes to represent only the right to receive a number of Holdco Ordinary Shares equal to the Equity Exchange Ratio. Each Nuvo Crossover Preferred Share issued and outstanding will represent only the right to receive a number of Holdco Preferred Shares. Each Nuvo Warrant issued and outstanding will be assumed by Holdco, and each such Nuvo Warrant shall be converted into a warrant to purchase Holdco Ordinary Shares (each, a “Converted Warrant”). Each Converted Warrant shall continue to have and be subject to the same terms and conditions as were applicable to such Nuvo Warrant immediately before the Acquisition Effective Time (including expiration date and exercise provisions), except as explicitly set forth in the Business Combination Agreement. All of the outstanding and unexercised options to purchase Nuvo Shares, whether or not then vested or fully exercisable, granted to any current or former employee, officer, director or other service provider of Nuvo will, automatically be assumed by Holdco, and each such Nuvo Option shall be converted into an option to purchase Holdco Ordinary Shares (each, a “Converted Option”). Each Converted Option shall continue to have and be subject to the same terms and conditions as were applicable to such Nuvo Option except as explicitly set forth in the Business Combination Agreement. The Company began trading on the Nasdaq on May 2, 2024 as Holdco Nuvo Group DG Ltd. (NUVO). c. Risks Related to Our Operations in Israel including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them. In October 2023, Israel was attacked by a terrorist organization and entered a state of war. As of the date of these consolidated financial statements, the war in Israel is ongoing and continues to evolve. The Company operations including the production facility are located in Israel. Currently, such activities in Israel remain largely unaffected. During the year ended December 31, 2023, the impact of this war on the Company’s results of operations and financial condition was immaterial. However, at this time, it is not possible to predict the intensity or duration of the war, nor can we predict how this war will ultimately affect Israel’s economy in general, and The Company continues to monitor the situation closely and examine the potential disruptions that could adversely affect its operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of presentation The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). b. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, income tax uncertainties, share-based compensation cost, useful lives of other assets, and fair value measurement of SAFE liability, commitment to shareholder and convertible loans. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates. c. Functional Currency: The Company’s financing rounds and financing agreements are denominated in United States dollars (“Dollars” or “U.S. dollars”). The Company’s management believes that the Dollar is the primary currency of the economic environment in which the Company operates. It is further expected that the Company’s current revenues will be denominated mainly in Dollars. Thus, the functional currency of the Company is the U.S. dollar. Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 830 “Foreign Currency Matters”. Changes in currency exchange rates between the Company’s functional currency and the currency in which a transaction is denominated are included in the Company’s statements of comprehensive loss as financial expenses, net, in the period in which the currency exchange rates change. d. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned Subsidiary. Intercompany balances and transactions have been eliminated upon consolidation. e. Cash and cash equivalents and restricted cash: Cash equivalents are short-term highly liquid investments that are readily convertible to cash, with original maturities of three months or less, when purchased. Restricted cash is primarily invested in deposits, to secure obligations under the Company’s lease agreements and to secure Company-issued credit cards. The following table provides a reconciliation of the cash and cash equivalents balances reported on the consolidated balance sheets and the cash, cash equivalents and restricted cash balances reported in the consolidated statements of cash flows: Schedule of restricted cash and cash equivalents December 31, 2023 2022 Cash and cash equivalents $ 553 $ 837 Restricted cash - current assets - 271 Restricted cash - long-term assets 28 34 Total cash, cash equivalents, and restricted cash $ 581 $ 1,142 f. Accounts Receivable, Net Accounts receivable, net are recorded at the invoiced amount and are non-interest bearing. The Company does not have a history of credit losses related to accounts receivables. The Company applies the Current Expected Credit Losses (CECL) methodology for estimating allowances for credit losses. The estimate of expected credit losses is based on an aging schedule which utilizes relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. The Company had zero 0 The Company receives payments from customers based on a billing schedule as established in its customer contracts. Accounts receivable are recorded when the Company has a contractual right to consideration. In some arrangements, a right to consideration for the Company’s performance under the customer contract may occur before invoicing the customer, resulting in unbilled accounts receivable. g. Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: Schedule of estimated useful lives of the assets % Computers and software 33 Office furniture and equipment 6 15 Electronic equipment 12 25 Leasehold improvements Over the shorter of the related lease period or the life of the asset h. Impairment of long-lived assets: The Company’s long-lived assets are reviewed for impairment in accordance with ASC 360-10-35, “Property, Plant, and Equipment- Subsequent Measurement,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the future undiscounted cash flows expected to be generated by such assets. Impairment is recognized at the amount by which the carrying amount of the assets exceeds the fair value of the assets. In 2023 and 2022, no i. Leases: The Company’s leases are accounted for under ASC 842, “Leases”. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the balance sheet. The Company elected the short-term lease recognition exemption for leases with a lease term of 12 months or less. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The Company elected the practical expedient to not separate lease and non-lease components for all of the Company leases. The Company subsequently measures the ROU asset at the present value of the remaining lease payments, adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term and any unamortized initial direct costs. Further, the Company will recognize lease expense on a straight-line basis over the lease term. As of December 31, 2023 and 2022, the Company does not have any finance leases and had one short-term operating lease. Leases with an initial term of 12 months or less that contain purchase options or renewal terms that the Company is not reasonably certain to exercise or leases with an initial term of more than 12 months that contain termination options exercisable in less than 12 months that the Company is not reasonably certain to not exercise, are not recorded on the consolidated balance sheet. The Company recognizes the lease expense for such leases on a straight-line basis in the statements of comprehensive loss over the lease term. j. Severance pay: Israeli labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. Pursuant to section 14 of the Israeli Severance Compensation Act, 1963, most of the Company’s employees are entitled to have monthly deposits, at a rate of 8.33 472 393 357 The Company’s liability for severance pay for one of its Israeli employees is calculated pursuant to Israeli Severance Pay Law, 1963 (the “Israeli Severance Pay Law”) based on the most recent salary of the employee multiplied by the number of years of employment, as of the balance sheet date. This employee is entitled to one month’s salary for each year of employment or a portion thereof and to receive additional severance pay. The Company records the liability as if it were payable at each balance sheet date on an undiscounted basis. The liability is classified based on the expected date of settlement, and therefore is usually classified as a long-term liability, unless the cessation of the employees is expected during the upcoming year. The Company’s liability for this Israeli employee is partially provided for by monthly deposits for insurance policies and the remainder by an accrual. The value of these policies is recorded as an asset in the Company’s balance sheet. The deposited funds include profits and losses accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Israeli Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash redemption value of these policies. In addition, the Company has deposited certain amounts with a trustee, to compensate for any severance pay liability that is not covered by other funds. These deposits are restricted and may be withdrawn only for payment of severance pay liabilities. The severance pay funds and the restricted deposits for employee benefits are classified based on the classification of the corresponding liability. The severance pay expenses for such employees were approximately $ 58 24 177 k. Other assets: The Company produces a wearable sensor band (“Band”) device which the Company considers an integral part of the Company’s service offering. The Bands are used numerous times and have useful lives beyond one year. Each time a Band is used over an expected lifetime of approximately three years, a portion of the cost of the Band is recorded as a cost of revenue. The Company’s estimate for the number of times the same Band can be used is based on testing in research and development, loss rates, product obsolescence, and the amount of time it takes the device to go through the manufacturing, shipping, customer shelf and patient wear time and upload process. The Company considers all finished goods and raw materials to be other assets. As of December 31, 2023 and 2022, other assets included finished goods of $ 412 0 no l. Inventory Inventories are stated at the lower of cost or net realizable value. Inventory write-off is provided to cover risks arising from slow-moving items, technological obsolescence, excess inventories and discontinued products. Write-offs during the years ended December 31, 2023, 2022, and 2021 were immaterial. Inventory items are valued using the “average price” method. The Company assesses the carrying value of its inventory for each reporting period to ensure inventory is reported at the lower of cost or net realizable value in accordance with ASC 330-10-35, “Inventory”. Charges for obsolete and slow-moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow-moving inventory items. These assessments consider various factors, technological obsolescence, estimated current and future market values and new product introduction. In cases when there is evidence that the anticipated utility of goods, in their disposal in the ordinary course of business, will be less than the historical cost of the inventory, the Company recognizes the difference as a current period charge to earnings and carries the inventory at the reduced cost basis until it is sold or disposed of. As of December 31, 2023 and 2022, inventory was comprised of raw material and components only. m. Deferred Revenue Revenue is deferred when the Company has the right to invoice in advance of performance under a customer contract. The current portion of deferred revenue balances are expected to be recognized in the following 12-month period and are recognized within other current liabilities. As of December 31, 2023, the Company did not have material non-current deferred revenue. n. Redeemable Crossover Preferred Shares – Put Option Derivative The Company has assessed under ASC 815 “Derivatives and Hedging” (“ASC 815”) that the conversion feature is not clearly and closely related to the debt host and requires bifurcation as a derivative liability, which will be recorded at fair value on a recurring basis. o. Redeemable Crossover Preferred Shares The Company records all redeemable crossover preferred shares at their respective fair values, net of issuance costs, on the dates of issuance. Redeemable crossover preferred shares are classified outside of shareholders’ capital deficiency on the accompanying balance sheets. Because the redemption of the redeemable crossover preferred shares is contingent upon an occurrence of certain events outside of the Company’s control, their carrying values are not remeasured to their redemption values. Subsequent adjustment of the amount presented in temporary equity is required only if the Company’s management estimates that it is probable that the instrument will become redeemable and is recognized within change in fair value of financial instruments on the accompanying consolidated statements of comprehensive loss. p. Warrants to purchase Ordinary Shares: Warrants to purchase the Company’s ordinary shares of NIS 0.01 par value each (the “Ordinary Shares”) for a fixed number of shares and are classified as equity and, as such, are not subsequently remeasured. See also Note 10 and Note 13. q. Concentrations of risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash and accounts receivable. Cash and cash equivalents are invested in a major bank in Israel and the United States that exceed federally insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, that minimal credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. During the year ended December 31, 2023, two customers accounted for 10 10 r. Net loss per share attributable to Shareholders: The Company’s basic net loss per share is calculated by dividing net loss attributable to shareholders by the weighted-average number of shares of Ordinary Shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities, unless the effects of potentially dilutive Ordinary Shares are anti-dilutive. The calculation of basic and diluted loss per share includes fully vested options and warrants for the Company’s Ordinary Shares at an exercise price of USD 0.01 or NIS 0.01 per share, as the Company considers them Ordinary Shares because they are exercisable for no substantial consideration. The Company considers its redeemable crossover preferred shares to be participating securities as a holder of a redeemable crossover preferred shares would be entitled to a dividend that would be distributed to the holders of ordinary shares, at an amount equal to the greater of (i) the sum of three times the original issue price of such share, or (ii) the amount such holder would actually receive if such redeemable crossover preferred share had been converted into ordinary shares immediately prior to such distribution event. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. Because no allocation is required under the two-class method during periods of loss to participating securities that do not have a contractual obligation to share in the losses of the Company, net loss for the periods presented was not allocated to the Company’s participating securities. s. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services. To achieve the core principle of this standard, the Company applies the following five steps: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when, or as, the Company satisfies a performance obligation. At contract inception, the Company assesses whether each promised good or service is distinct to identify the performance obligations in the contract. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligations. The Company derives its revenues through commercial contracts with distributors, health systems, large private practice groups and independent women’s health practices (“the customers”). The Company has two revenue models: (1) the sales model and (2) the subscription model. Substantially all the Company’s revenue is derived from the subscription model, under which the Company provides a monitoring service for high-risk pregnancy through the Band, which is leased to healthcare providers, using Company’s cloud during the time period the expectant mother is using the service (“an episode period” which is eight weeks on average). The Band is cleaned and refurbished between each episode period and then sent to the next patient. Under the subscription model the Band remains with the expectant mother during the episode period and is then returned to the Company and prepared for use in the next episode. The Band remains the Company’s property and responsibility, and the customer pays a fixed fee per the number of episode prescriptions. The Company accounts for revenue earned from subscriptions, wherein an identified asset is transferred to the customer and the customer has the ability to control that asset under ASC 842. The lease of the Band under the subscription model meets the classification of an operating lease. The Company has elected to aggregate the lease and non-lease components and record the revenue combined, over the lease term. The episodes are the period over which the Company recognizes revenue, based on time elapsed. Revenue from the operating lease is generally recognized on a straight-line basis over the service period. Under the sales model, healthcare providers purchase the Band as well as monitoring sessions, or episodes of care. Under this model, the healthcare provider owns the Band and utilizes it for monitoring sessions for its patients. Between each episode period, the Band is cleaned and refurbished and sent to the next patient. Revenue is allocated to the sale of the Band, each episode period, and each refurbishment. Revenue from the Band is recorded upon transfer of the Band to the healthcare provider, episode revenue is recorded over the eight-week period it is used, and a portion of the revenue is allocated to each refurbishment between episode periods. Generally, the Company will collect cash in advance and should therefore consider the existence of a significant financing component. However, the Company has elected to apply the practical expedient under ASC 606 which exempts the adjustment of the consideration for the existence of a significant financing component when the period between the transfer of the services and the payment for such services is one year or less. t. Cost of Revenue Cost of revenue primarily consists of inventory cost including materials cost, subcontracting manufacturing cost, and shipping and handling costs incurred in supporting revenue generating activities. In addition, cost of revenue includes amortization of the Bands used to fulfil the subscription services as well as royalties paid to the government in return for a government grant previously received. u. Research and Development Costs, Net: Research and development costs are charged to the statements of comprehensive loss as incurred, net of government grants, which represent participation in research and development. Research and development expenses include costs directly attributable to the conduct of research and development programs, including the payroll costs, lab expenses, materials, consumables, and consulting fees. All costs associated with research and development are expensed as incurred. The Company receives royalty-bearing grants, which represents participation of the Israel Innovation Authority (hereafter “IIA”) in approved programs for research and development. These grants are recognized as a reduction of research and development expenses as the related costs are incurred. In 2022 the Company received grants from the IIA and recorded $ 77 The Company is committed to pay royalties to the Israeli Government at a rate of 3 3.5 100 v. Sales and Marketing Sales and marketing expenses primarily consist of personnel related expenses, including salaries and share-based compensation and marketing and business development expenses. The Company expenses sales and marketing as incurred. w. General and Administrative General and administrative expenses primarily consist of personnel-related expenses associated with finance, legal, and human resources personnel, including salaries and share-based compensation expenses. In additional to personnel-related expenses, general and administrative expenses consist of rent, utilities, software expense, changes in the fair value of the commitment to shareholder, and external professional services, including accounting, audit, tax, finance, legal, compliance, and information technology. General and administrative expenses are expensed as incurred. x. Fair Value of Financial Instruments: The Company accounts for financial instruments under ASC 820, Fair Value Measurements (“ASC 820”). This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: ● Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; ● Level 2 - observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable. ● Level 3 - assets and liabilities whose significant value drivers are unobservable. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. Convertible Loans During the years ended December 31, 2023 and 2022, the Company entered into certain Convertible Loans. In accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), the Convertible Loans were classified as liabilities. The Company has elected the fair value option for the recognition of Convertible Loans, in accordance with ASC 825 Financial Instruments, with changes in fair value recognized in the statements of comprehensive loss. Any changes in the fair value of liabilities resulting from changes in instrument-specific credit risk are reported in other comprehensive loss and were immaterial during the years ended December 31, 2023 and 2022. The fair value of the Convertible Loans has been estimated using the Market Approach – Guideline Public Company Method with the Hybrid method utilizing the Probability-Weighted Expected Return Method and the Option-Pricing Method. The fair value option may be applied instrument by instrument, but it is irrevocable. Accrued interest for the Convertible Loans has been included in the change in fair value of financial instruments in the consolidated statements of comprehensive loss. SAFE Agreements During the years ended December 31, 2020 through 2022, the Company entered into certain SAFE agreements. In accordance with ASC 480, the Company accounts for a SAFE as a liability at fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until a triggering event, equity financing or a liquidity or dissolution occurs, and any change in fair value is recognized in the Company’s statements of comprehensive loss. The fair value of these SAFE has been estimated using the Market Approach – Guideline Public Company Method with the Hybrid method utilizing the Probability-Weighted Expected Return Method and the Option-Pricing Method. The carrying amounts of the Company’s other financial assets and liabilities, such as cash and cash equivalents, restricted cash, accounts receivable, and accounts payable, approximate the respective fair value due to the short-term nature of these instruments. The amounts funded in respect of employee rights are stated at cash surrender value which approximates its fair value. y. Share-Based Compensation: The Company accounts for share-based payments to employees and consultants, including grants of service-based employee share options in accordance with ASC 718, Compensation—Share-based Compensation, which requires that share-based payments be recognized in the statements of comprehensive loss based on their fair values. The Company accounts for forfeitures of share-based awards as they occur. The Company recognizes compensation cost for options and share awards that have a graded vesting schedule and contain only service condition on a straight-line basis for the entire award. Expense for other share-based compensation expense is recognized over the awards’ vesting period using the accelerated method. The Company uses the Black-Scholes option-pricing model to estimate fair value of share-based awards. The Black-Scholes option-pricing model requires the use of the following assumptions: ● Expected term—The expected term represents the period that the share-based awards are expected to be outstanding. For option grants that are considered to be “plain vanilla”, the expected option term was calculated based on the simplified method, which uses the midpoint between the vesting date and the contractual term, as the Company does not have sufficient historical data to develop an estimate based on participant behavior. For options granted to non-employees, the expected life of the option used is the contractual term of each such option. ● Expected volatility—Since the Company is not yet a public company and does not have any trading history for its ordinary share, the expected volatility was estimated based on the average historical volatilities of ordinary share of comparable publicly traded entities over a period equal to the expected term of the share option grants. The comparable companies were chosen based on their size, stage in the life cycle or area of specialty. The Company will continue to apply this process until enough historical information regarding the volatility of its share price becomes available. ● Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the awards. ● Expected dividend—The Company has never paid dividends on the ordinary share and has no plans to pay dividends on the ordinary shares. Therefore, the Company used an expected dividend yield of zero. As the Company’s ordinary shares are not publicly traded, the fair value of the ordinary share has been determined by the Company’s Board of Directors with input from management, considering the Company’s most recently available third-party valuation of ordinary shares based on relevant valuation methodologies as outlined in the American Institute of Certified Public Accountants (“AICPA”) Practice Aid, “Valuation of Privately-Held-Company Equity Securities Issued as Compensation”. The Company also considered the amount of time between the independent third-party valuation dates and the grant. This included an evaluation of whether the subsequent valuation indicated that any significant change in valuation had occurred between the previous valuation and the grant date. For awards with performance condition vesting features, compensation cost is recorded if it is probable that the performance condition will be achieved. If the Company originally estimated that it was not probable that the performance condition would be satisfied, compensation cost would not have been recognized. If the Company later determines that it is probable that the performance condition will be satisfied, it will recognize a cumulative catch-up adjustment to reflect the portion of the employee’s requisite service that has been provided to date and will continue to recognize compensation cost over the remaining requisite service period. The Company determined that the performance conditions as described above are not probable, and therefore no compensation cost was recognized. z. Legal Contingencies: From time to time, the Company or its subsidiary become involved in legal proceedings or are subject to claims arising in the ordinary course of business. Such matters are generally subject to many uncertainties and outcomes and are not predictable with assurance. The Company accrues for contingencies when the loss is probable, and it can reasonably estimate the amount of any such loss. There are no legal proceedings that are pending as of the date the financial statements are issued. aa. Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. This codification prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and for carry-forward tax losses. Deferred taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that some portion or all of the deferred tax asset will not be realized. As of December 31, 2023 and December 31, 2022 a full valuation allowance was provided by the Company. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740, “Income Taxes”. Accounting guidance addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements, under which a company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Accordingly, as needed, the Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. bb. Comprehensive income (loss) Comprehensive income (loss) includes no items other than net income (loss). cc. Emerging Growth Company The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay the adoption of new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with new or revi |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | NOTE 3 – REVENUE FROM CONTRACTS WITH CUSTOMERS The following table summarizes revenue by timing of revenue recognition: Schedule of revenue recognition Year Ended 2023 Amount Percentage of Revenue Sale of belts 78 44 Refurbishment revenue 5 3 Subscription revenue 93 53 Total revenue $ 176 100 % Year Ended 2023 Amount Percentage of Revenue Israel $ 12 7 United States 164 93 Total revenue $ 176 100 % No Unbilled Accounts Receivable The Company had an unbilled accounts receivable balance of $ 17 0 Deferred Revenue The current portion of deferred revenue represents amounts that are expected to be recognized within one year of the balance sheet date. As of December 31, 2023, the Company had $ 24 no no The Company has elected the practical expedient not to disclose remaining performance obligations for contracts that are less than one year in length. The Company does not have any performance obligations extending beyond one year. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4 – OTHER CURRENT ASSETS Schedule of Other current assets December 31, 2023 2022 Government authorities 1 $ 336 $ 274 Advances to vendors 432 489 Prepaid expenses 175 163 Other 21 36 Total other current assets $ 964 $ 962 1 Other current assets related to government authorities is primarily related to value-added tax (“VAT”) receivables. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5 – PROPERTY AND EQUIPMENT, NET Schedule of property and equipment, net December 31, 2023 2022 Cost: Computers and software $ 779 $ 760 Office, furniture and equipment 535 520 Electronic equipment 608 604 Property and equipment, gross 1,922 1,884 Less: accumulated depreciation 1,181 975 Property and equipment, net $ 741 $ 909 Depreciation expenses amounted to $ 206 495 214 no |
OPERATING AND SHORT-TERM LEASES
OPERATING AND SHORT-TERM LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Operating And Short-term Leases | |
OPERATING AND SHORT-TERM LEASES | NOTE 6 – OPERATING AND SHORT-TERM LEASES During 2017 the Company entered into an operating lease agreement, according to which the paid rent started August 2018. The monthly average rent expenses were approximately $ 57 3,188 5 248 799 In August 2021, the Company signed a new sublease agreement to sublease parts of its office space in Tel Aviv to a third party for an annual consideration of approximately $ 280 240 Currently the Company has two short term lease agreements with a monthly average rent expense of approximately $ 30 482 |
OTHER ACCRUALS
OTHER ACCRUALS | 12 Months Ended |
Dec. 31, 2023 | |
Other Accruals | |
OTHER ACCRUALS | NOTE 7 – OTHER ACCRUALS Schedule of other accruals December 31, 2023 2022 Employees and payroll accruals $ 833 $ 1,058 Accrued expenses 1,861 987 Accrued vacation and recuperation 233 333 Tax liability 140 1,180 Deferred revenues 24 - Other 217 169 Total other accruals $ 3,307 $ 3,727 |
REDEEMABLE CROSSOVER PREFERRED
REDEEMABLE CROSSOVER PREFERRED SHARES | 12 Months Ended |
Dec. 31, 2023 | |
Redeemable Crossover Preferred Shares | |
REDEEMABLE CROSSOVER PREFERRED SHARES | NOTE 8 – REDEEMABLE CROSSOVER PREFERRED SHARES From August through October 2023, the Company signed several agreements to issue Redeemable Crossover Preferred Shares at a per share issuance price of $ 7.0265 13,000 245 The Redeemable Crossover Preferred Shares received a liquidation preference, ranking them ahead of all other classes of Nuvo shareholders, equal to the greater of (i) the sum of three times the original issuance price for the Redeemable Crossover Preferred shares, or (ii) the amount such shareholders would actually receive if such Redeemable Crossover Preferred shares had been converted into Nuvo ordinary shares immediately prior to a distribution event; in each case, plus any dividends declared but unpaid on such share. Each Redeemable Crossover Preferred Share will be converted to Holdco Preferred Shares and is then convertible at the option of the shareholder beginning three years after the sale of the Shares. Upon conversion of any Redeemable Crossover Preferred Share, the number of Ordinary Shares issued for each Redeemable Crossover Preferred shall be equal to the greater of: (i) One Ordinary Share for each Crossover Preferred Share converted; or (ii) A number of Ordinary Shares equal to three times the original issue price of the Redeemable Crossover Preferred Shares divided by the Fair Market Value as defined by the Company’s Articles of Association. Each Redeemable Crossover Preferred Share shall confer upon the holder thereof the rights, powers, restrictions, qualifications and limitations accruing to and imposed upon the holders of Ordinary Shares in the Articles of Association (except where expressly subject to different treatment). The conversion option, which results in preferred shareholders receiving three times their initial investment in Preferred Shares, is in effect a share-settled put and therefore is considered an embedded derivative in a debt-like host. This embedded derivative is not clearly and closely related to the debt host and requires bifurcation as a derivative liability, which is recorded at fair value. For the fair value of the redeemable crossover preferred shares – put option derivative, see Note 11. In addition, Holdco will also issue approximately $ 36,000 During the year ended December 31, 2023, the Company received proceeds of $ 13,000 |
SAFE LIABILITY
SAFE LIABILITY | 12 Months Ended |
Dec. 31, 2023 | |
Safe Liability | |
SAFE LIABILITY | NOTE 9 - SAFE LIABILITY The Company entered into SAFE agreements, with several existing shareholders and new investors, pursuant to which the Company issued to the investors the right to acquire certain shares in exchange for payment by the investors, subject to certain terms and conditions. During the year ended December 31, 2020, a total of approximately $ 2,362 200,000 15 20,000 During the year ended December 31, 2021, a total of approximately $ 18,267 12,638 5,529 100 400,000 625,000 25 During the year ended December 31, 2022, a total of approximately $ 2,350 2,150 200 400,000 625,000 25 During the year ended December 31, 2023, $ 1,366 99 During the year ended December 31, 2022, $ 1,267 After the execution of the BCA on August 17, 2023, the required majority of SAFE holders signed an amendment to their existing agreements. This adjusts the outstanding SAFEs to carry a valuation cap of $ 200,000 25 150,000 The SAFEs contain certain conversion triggers which provide for the conversion of the investment into Ordinary Shares in the event of: (i) an Equity Financing or (ii) either a change of control transaction or an initial public offering, whichever occurs sooner, which in each case is referred to as a Liquidity Event. Upon the occurrence of a Liquidity Event, the investor will, at its discretion, receive either a cash payment or shares of the most senior series issued prior to the Liquidity Event. In the event of a conversion, the conversion price is calculated as either: (i) the price per share of the Ordinary Shares sold in connection with the Equity Financing less the Discount Rate, or (ii) the price per Ordinary Share equal to the pre-money valuation cap divided by the Company’s outstanding capitalization in effect immediately prior to the Equity Financing or Liquidity Event, calculated on an as converted and fully diluted basis, with the conversion price with respect to an Equity Financing equaling whichever calculation results in the issuance of the greater number of shares to the SAFE holder. The SAFEs are considered liabilities pursuant to ASC 480 and were initially and subsequently measured at fair value with change in fair value recognized in statements of comprehensive loss based on the following analysis: The SAFEs were first evaluated under ASC 480-10. Each SAFE was determined to be a freestanding financial instrument since it was entered into separately and apart from any of the Company’s other financial instruments or equity transactions. In addition, each SAFE is legally detachable and separately exercisable. The SAFEs are liabilities pursuant to ASC 480-10-25-8 since the SAFEs embody an obligation that is indexed to an obligation to repurchase the Company’s shares as the Company may be obligated to repurchase the SAFEs in certain circumstances as stipulated in the agreements. Therefore, the SAFEs are required to be initially and subsequently measured at fair value with change in fair value recognized in the statements of comprehensive loss pursuant to ASC480-10-30-7 and ASC 480-10-35-5. The Company did not assess the SAFEs for embedded derivatives since any recognized derivatives shall not be separated from the SAFEs pursuant to ASC 815-15-25-1(b), as the SAFEs are measured at fair value through profit or loss. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 10 – DEBT Convertible Loans During the year ended December 31, 2022, the Company entered into several loan agreements (“Convertible Loans”) with noteholders for a total amount of $ 7,435 2,350 2 The noteholders also received SAFEs concurrent with the loan agreement at an amount equal to 20 During the year ended December 31, 2023, the Company entered into several loan agreements (“Convertible Loans”) with noteholders for a total amount of $ 495 99 2 The Convertible Loans mature 12 months from the effective date and can be extended by an additional 12 months at the discretion of the Company. If the Company elects to extend the maturity date, the noteholders shall receive a one-time extension fee equal to 20% of the loan principal amount. This extension fee shall be issued in SAFE as well. The Convertible Loans may be prepaid in whole or in part at any time. Conversion terms: ● The Convertible Loans may be converted to SAFEs (the “Convertible Loan SAFEs”) at any time. ● Upon the occurrence of a Qualified Financing which is defined as an equity investment of $ 15,000 Key terms of the Convertible Loan SAFEs: ● Equity Financing – Means, with respect to the Convertible Loan SAFEs, prior to the expiration of such SAFEs, if an equity financing occurs (including through an initial public offering or business combination with a special purpose acquisition company) representing investment proceeds in excess of $ 15,000 ● Conversion Price – Means either: (1) the SAFE Price – which is the price per share equal to the pre-money valuation cap of $ 350,000 75 ● Change of Control Event – Upon the occurrence of a change of control before the termination of the Convertible Loan SAFEs, the Purchase Amount shall automatically convert into the number of shares of the Company equal to the Purchase Amount divided by the Change of Control Conversion Price, calculated as the amount received by either the Company or its shareholders upon the change of control multiplied by the Discount Rate. ● Upon the occurrence of a Termination Event (as defined under the note) and subject to applicable law, the Company will be required to facilitate the return of the Purchase Amount to the Investor immediately following the occurrence of the Termination Event. The rest of the SAFE conditions are similar to the 2020 SAFEs’ terms. As such, it was determined to be freestanding financial instruments. In August 2023 the Company repaid a total of $ 1,384 1,100 284 During the same time, 44 of 46 remaining loan investors signed the loan consent form and, as a result, the associated loans were extended for one year. Consequently, the associated extension incentive of $ 1,366 200,000 25 150,000 The Company has elected to account for the Convertible Loans using the fair value option. Refer to Note 11 for changes in fair value. Bridge Loans and Warrants During the year ended December 31, 2023, the Company entered into an agreement with a Lender (“the Lender”) to obtain financing in the amount of $ 1,000 15 2,000 In connection with the agreement, the Company entered into a secured promissory note agreement (the “Promissory Note”) with the Lender for $ 250 15 7.0265 As of December 31, 2023, the Company had obtained $ 2,050 400 1,110 750 3,014 In connection with the Bridge Loans, the Lender and the third-party investors received warrants to purchase a number of ordinary shares of the Company equal to twice the principal amount of their respective loan divided by a per share price of $ 7.0265 1,112,930 796,938 315,947 1,112,930 113,855 512,346 113,855 865 193 No 512,346 865 1,458,337 2,364 The Bridge Loans are subsequently accounted for under ASC 470: Debt at amortized cost using the effective interest method. The Bridge Loans contain an embedded derivative related to a put option which requires acceleration of repayment upon an event of default as defined in the loan agreement, the value of which is negligible as of December 31, 2023. As of December 31, 2023, the future maturities of debt outstanding, including interest, are as follows: Schedule of future maturities of debt Fiscal years ended December 31, Amount 2024 $ 10,641 2025 - 2026 1,800 Thereafter - Total debt outstanding $ 12,441 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 11 – FAIR VALUE MEASUREMENT The fair value of the Convertible Loans, SAFEs, and Commitment to Shareholder may change significantly as additional data is obtained, impacting the Company’s assumptions used to estimate the fair value of the liabilities. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2023 and 2022. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category: Schedule of fair value measures Convertible SAFE Balance as of January 1, 2022 $ - $ 26,577 Issuance consideration 7,435 2,350 Changes in fair value 1,674 (2,645 ) Balance as of December 31, 2022 $ 9,109 $ 26,282 Issuance consideration 495 - Repayment of principal and accrued interest (1,384 ) - Changes in fair value 2,158 (10,223 ) Balance as of December 31, 2023 $ 10,378 $ 16,059 Refer to Note 17 for information related to the commitment to shareholder that was settled during the year ended December 31, 2023. Significant Inputs A summary of significant inputs (Level 3 inputs) used in measuring the Convertible Loans, the SAFEs and the contingent forward to issue Redeemable Crossover Preferred shares as of December 31, 2023 is as follows: Schedule of measuring the Convertible Loans and SAFEs de-SPAC Staying Transactions Private Valuation Valuations Key assumptions: 35 % 65 % Probability weighting Time to liquidity (in years) 0.22 0.37 Expected volatility 80 % 80 % Risk-free interest rate 5.37 % 5.37 % Expected dividend yield - - Equity value (in thousands) $ 300,000 $ 50,640 A summary of significant inputs (Level 3 inputs) used in measuring the Convertible Loans and SAFEs as of December 31, 2022, is as follows: Equity Liquidity Financing Event Scenario Scenario Key assumptions: Probability weighting 80 % 20 % Time to liquidity (in years) 1.25 0.25 Expected volatility 60 % 60 % Risk-free interest rate 5 % 4 % Expected dividend yield 0 % 0 % Equity value (in thousands) $ 151,303 $ 151,303 Contingent Forwards Redeemable Crossover Preferred Shares The contingent forward contract to issue 1,850,147 13,000 39,082 The fair value of the contingent forward was determined using level 3 fair value measurement inputs. A summary of the allocation of fair value to the individual components is presented below. The corresponding loss of $ 26,082 Schedule of Contingent Forwards Redeemable Crossover Preferred Shares SPAC Staying Weighted Transaction Private Average Scenario Scenario Value Probability 35 % 65 % Incentive shares $ 21,597 $ - $ 7,559 Redeemable crossover preferred shares 15,675 28,574 24,059 Redeemable crossover preferred - put option 21,326 - 7,464 Fair value of redeemable crossover preferred shares $ 58,598 $ 28,574 $ 39,082 Warrants During the year ended December 31, 2023, the Company issued equity-classified warrants in connection with their Bridge Loans. Upon issuance, the warrants were measured at the amount allocated to them based on relative fair value, which was determined utilizing the Black-Scholes model (“BSM”). For additional information, refer to Note 10. A summary of significant inputs (Level 3 inputs) used in measuring the non-recurring warrants during the year ended December 31, 2023, is as follows: Schedule of measuring the non-recurring warrants December 31, Exercise price NIS 0.01 Expected term (in years) 3.0 4.0 Current price of the underlying share $ 2.80 Expected volatility of the underlying share 59.45 73.16 Expected dividend yield on the underlying share 0.0 Risk-free interest rate 4.12 4.04 |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 12 - COMMITMENTS AND CONTINGENT LIABILITIES Royalties to IIA: Under the Company’s research and development agreements with the IIA and pursuant to applicable laws, the Company is required to pay royalties at the rate of 3 3.5 1,164 |
SHAREHOLDERS_ CAPITAL DEFICIENC
SHAREHOLDERS’ CAPITAL DEFICIENCY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ CAPITAL DEFICIENCY | NOTE 13 - SHAREHOLDERS’ CAPITAL DEFICIENCY a. Ordinary Shares rights: Each Ordinary Share confers on its holder the rights to receive notice of, and to participate and vote in, all meetings of the shareholders, to receive dividends, and to participate in the distribution of the surplus assets and funds of the Company in the event of the liquidation, dissolution or winding up of the Company, all, as set forth in the Company’s Articles of Association and subject to applicable law. b. Issuance of shares: During the year ended December 31, 2022, four of the Company’s consultants had exercised their options to purchase 86,129 38 c. Warrants: On May 20, 2015, the Company granted 45,238 0.01 d. Share-based Compensation: On December 2015, the Board of Directors of the Company adopted the 2015 Share Incentive Plan (the “Plan”), which provides for the grant of up to 1,000,000 4,450,000 Options granted under the Plan generally expire 10 years from the date of grant. The options generally vest 25% on the first anniversary of the vesting start date and 6.25% at the end of each subsequent quarter over the course of the following three years. On April 28, 2021, the Board of Directors of the Company adopted amendments to the Plan. The main amendment was a cashless exercise mechanism. The fair value of options granted under the stock option plan during the year ended December 31, 2023 and 2022 was estimated at the date of grant using the Black-Scholes option pricing model and the following assumptions for grants: Schedule of fair value of options granted under the stock option December 31, 2023 2022 Risk-free interest rates 3.64 4.95% 2.97 Expected life of options 2.5 6.1 6.25 Expected volatility 67.00 71.00 70.00 Expected dividend yield 0.00 0.00 The following table summarizes the allocation of total share-based compensation expense in the statements of comprehensive loss: Schedule of share-based compensation expense Years Ended 2023 2022 2021 Research and development, net $ 1,346 1,664 2,784 Sales and marketing 508 1,787 448 General and administrative 1,241 4,323 6,517 Total share-based compensation expense $ 3,095 $ 7,774 $ 9,749 The following table summarizes stock option activity: Schedule of stock option activity Number of Weighted Average Weighted Average Aggregate Balance at January 1, 2023 4,710,727 $ 5.16 4.26 $ 13,681 Granted 967,472 4.21 Forfeit (219,764 ) 8.04 Expired (202,463 ) 6.29 Exercised (55,565 ) 5.55 $ 12 Balance at December 31, 2023 5,200,407 $ 4.37 7.53 7,472 Vested and expected to vest at December 31, 2022 4,710,727 $ 5.16 4.26 $ 13,681 Vested and expected to vest at December 31, 2023 5,200,407 $ 4.37 7.53 $ 7,472 Exercisable at December 31, 2022 3,333,715 $ 3.28 1.13 $ 11,175 Exercisable at December 31, 2023 4,165,659 $ 3.33 7.40 $ 7,215 The weighted-average grant date fair value of options granted during the years ended December 31, 2023 and 2022 was $ 2.16 4.57 12 178 5,438 6,510 411 28,479 55,565 For the years ended December 31, 2023, 2022, and 2021, the Company recognized $ 3,095 7,774 9,750 1,839 The Company granted to several directors under the plan a total of 213,906 23,138 e. Performance and market-based compensation: The founder, who is a current Board member and former Chief Innovation Officer (“former CIO”) is entitled to future option allocations according to his employment contract. The allocation of a maximum total of 600,000 0.01 75,000 Refer to note 17 for additional information. |
RESEARCH AND DEVELOPMENT, NET
RESEARCH AND DEVELOPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT, NET | NOTE 14 - RESEARCH AND DEVELOPMENT, NET Schedule of Research and development, net Years Ended 2023 2022 2021 Salaries and wages $ 4,734 $ 5,557 $ 5,293 Share-based compensation 1,346 1,664 2,784 Rent, office and utilities, software licenses and communication 1,740 1,834 1,924 Professional services 486 556 215 Other 18 359 254 Research and development, gross $ 8,324 $ 9,970 $ 10,470 Less - participation of R&D expenses (see note 2u) 1 - (77 ) - Research and development, net $ 8,324 $ 9,893 $ 10,470 1 Participation of R&D expenses represents government grants received from the IIA. Refer to note 2 for additional information. |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 15 - TAXES ON INCOME a. Tax laws applicable to the Company and the Subsidiary: Nuvo Group Ltd. is taxed under the Israeli income tax laws. The Israeli corporate income tax rate was 23 21 b. Carry forward tax losses: Nuvo Group Ltd. has accumulated losses for tax purposes in Israel of approximately $ 74,442 As of December 31, 2023, the U.S. carryforward losses were $ 2,247 c. Tax assessments: Tax assessments filed by the Company in Israel through the year ended on December 31, 2017 are considered to be final and tax assessments filed by the Subsidiary in the United States through the year ended on December 31, 2019 are considered to be final. d. Deferred taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2023 and 2022, the Company has provided a full valuation allowance in respect of deferred income tax assets. Management currently believes that it is more likely than not that the deferred income taxes regarding the carry forward tax losses and regarding other temporary differences will not be realized in the foreseeable future. Significant components of the Company’s deferred income tax assets are as follows: Schedule of deferred income tax assets December 31, 2023 2022 Carry forward tax losses $ 17,594 $ 17,372 Research and development expenses, net 1,670 1,835 Convertible loans 1,141 483 Other temporary differences 80 144 $ 20,485 $ 19,834 Less - valuation allowance (20,485 ) (19,834 ) $ - $ - Valuation allowance Balance at beginning of year $ 19,834 $ 16,212 Losses during the year 651 3,622 Balance at end of year $ 20,485 $ 19,834 e. Current taxes on income The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the change in valuation allowance in respect of tax benefits from carried forward tax losses due to uncertainty of the realization of such tax benefits. The changes in the valuation allowance for the years ended December 31, 2023, 2022, and 2021 were as follows: Schedule of changes in the valuation allowance December 31, 2023 2022 2021 Balance at the beginning of the year $ 19,834 $ 16,212 $ 12,491 Changes during the year: Losses during the year (including foreign exchange rate effect) 651 3,622 3,721 Balance at the end of the year $ 20,485 $ 19,834 $ 16,212 f. Accounting for Uncertain Tax position The following is a reconciliation of the total amounts of the Company’s uncertain tax positions during the year ended December 31, 2023 and 2022: Schedule of uncertain tax positions December 31, 2023 2022 Balance at the beginning of the year $ 1,180 $ 413 Increase in uncertain tax position because of tax positions taken during the year: (1,040 ) 767 Balance at the end of the year $ 140 $ 1,180 Tax years as early as 2020 remain open and are subject to examination in the Company’s principal tax jurisdictions. The Company does not expect a significant change to its net unrecognized tax benefits over the next 12 months. No no |
NET LOSS PER SHARE ATTRIBUTABLE
NET LOSS PER SHARE ATTRIBUTABLE TO SHAREHOLDERS | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE ATTRIBUTABLE TO SHAREHOLDERS | NOTE 16 – NET LOSS PER SHARE ATTRIBUTABLE TO SHAREHOLDERS The following table sets forth the computation of basic and diluted net loss per share attributable to Shareholders for the periods presented: Schedule of basic and diluted net loss per share attributable to Shareholders Year Ended 2023 2022 2021 Numerator: Net loss $ (33,655 ) $ (20,679 ) $ (34,512 ) Denominator: Weighted-average ordinary shares outstanding used in computing net loss per share attributable to shareholders 15,495,298 15,477,374 15,391,244 Weighted average fully vested options and warrants for the Company’s Ordinary Shares at an exercise price of NIS 0.01 per share 2,551,444 1,546,023 1,573,483 Weighted average number of shares 18,046,742 17,023,397 16,964,727 Net loss per share attributable to shareholders, basic and diluted $ (1.86 ) $ (1.21 ) $ (2.03 ) The potentially dilutive options to purchase Ordinary Shares that were excluded from the computation amounted to 3,642,987 3,160,699 3,454,104 In addition, the Company has not considered the effect of the potential conversion of the SAFEs (see Note 9), Convertible Loans, Bridge Loans (see Note 10), or Redeemable Crossover Preferred Shares Liability (see Note 8) to Ordinary Shares of the Company in the calculation of diluted net loss per share since the conversion of these instruments is contingent upon the occurrence of future events. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 17 - RELATED PARTIES Schedule of related party balances December 31, 2023 2022 SAFE liability due to related parties $ 349 $ 571 Convertible loans due to related parties $ 2,416 $ 2,349 Crossover preferred shares and incentives shares issued to related parties $ 596 $ - Bridge loans due to related parties $ 400 $ - Interest expense due to related parties in connection with the convertible loans during the years ended December 31, 2023, 2022, and 2021 was $ 749 21 0 During the year ended December 31, 2023, the Company issued 113,855 193 Cross-over Preferred Shares During the year ended December 31, 2023, the Company received several investments from related parties. These investments totaled $ 245 34,868 600 85,390 Related Party Expenses In relation to a service agreement with a related party to provide project-based work services, during the years ended December 31, 2023 and 2022, the Company received such services for total consideration of $ 182 45 no In relation to a service agreement with a related party to provide advisory services, during the year ended December 31, 2023, the company received such services for total consideration of $ 50 no In July 2023, the Company entered into a consulting services agreement (the “Consulting Agreement”) with an entity wholly owned and controlled by the Company’s Interim Chief Financial Officer as of August 2023 (“the Consulting Company”), to provide consulting services to the Company. Pursuant to the Consulting Agreement, the Company will pay the Consulting Company an annual retainer of $ 300,000 60,000 157 75 Commitment to Shareholder On November 17, 2021, the Company entered into an agreement with its former CIO pursuant to which, the Company, subject to certain conditions, agreed to issue to the former CIO options to purchase 346,575 346,575 1,945 1,036 909 On May 29, 2023, the Company entered into an employment termination agreement (the “Termination Agreement”) with its former CIO effective January 31, 2023: 1. As per the Termination Agreement, the Company agreed to pay the former CIO the following: A. 12 monthly payments, equivalent to approximately $ 32 384 B. Severance payments in respect of all employment’s periods, by no later than December 31, 2023, totaling of approximately $ 177 C. All other amounts that have not been distributed, as of the Termination Agreement date, to his pension funds during the term of his employment in a total amount of approximately $ 32 2. In August 2023, following the BCA and the Redeemable Crossover Preferred shares agreements all the conditions set forth in the Termination Agreement, between the Company and the former CIO related to an option allocation in conjunction with waiving a tax liability, were met and in September 2023, 346,575 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 - SUBSEQUENT EVENTS The Company has evaluated subsequent events from the consolidated balance sheet date through May 7, 2024, the date at which consolidated financial statements were available to be issued. In January 2024, the Company recorded $ 988 600,584 In February 2024, the Chief Executive Officer (“CEO”) Kelly Londy resigned after accepting a leading position at a non-competitive multinational healthcare company. Following the departure, Board member Rice Powell assumed the position of CEO and Kelly Londy joined the Company’s Strategic Advisory Council. In February through April of 2024, the Company obtained additional financing through the Bridge Loan program as described in Note 10, in the amount of $ 3,014 In March 2024, the Board of Directors of the Company approved a stock option repricing (the “Option Repricing”), which was effective on March 26, 2024, (the “Repricing Date”). The Option Repricing applied to outstanding options to purchase ordinary shares of the Company that, as of the Repricing Date, are held by employees of the Company and had an exercise price per share greater than $ 2.80 1,041,966 2.80 In March 2024, the Board of Directors of the Company granted 750,000 140,000 On May 1, 2024, the Company completed its previously announced de-SPAC merger transaction with LAMF. Each Nuvo Share issued and outstanding will, by virtue of the Acquisition Merger and upon the terms and subject to the conditions set forth in the Business Combination Agreement, automatically be deemed to have been transferred and automatically deemed for all purposes to represent only the right to receive a number of Holdco Ordinary Shares equal to the Equity Exchange Ratio. Refer to Note 1 for additional information. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 5 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of presentation The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). b. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, income tax uncertainties, share-based compensation cost, useful lives of other assets, and fair value measurement of SAFE liability, commitment to shareholder and convertible loans. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates. c. Functional Currency: The Company’s financing rounds and financing agreements are denominated in United States dollars (“Dollars” or “U.S. dollars”). The Company’s management believes that the Dollar is the primary currency of the economic environment in which the Company operates. It is further expected that the Company’s current revenues will be denominated mainly in Dollars. Thus, the functional currency of the Company is the U.S. dollar. Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 830 “Foreign Currency Matters”. Changes in currency exchange rates between the Company’s functional currency and the currency in which a transaction is denominated are included in the Company’s statements of comprehensive loss as financial expenses, net, in the period in which the currency exchange rates change. d. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned Subsidiary. Intercompany balances and transactions have been eliminated upon consolidation. e. Cash and cash equivalents and restricted cash: Cash equivalents are short-term highly liquid investments that are readily convertible to cash, with original maturities of three months or less, when purchased. Restricted cash is primarily invested in deposits, to secure obligations under the Company’s lease agreements and to secure Company-issued credit cards. The following table provides a reconciliation of the cash and cash equivalents balances reported on the consolidated balance sheets and the cash, cash equivalents and restricted cash balances reported in the consolidated statements of cash flows: Schedule of restricted cash and cash equivalents December 31, 2023 2022 Cash and cash equivalents $ 553 $ 837 Restricted cash - current assets - 271 Restricted cash - long-term assets 28 34 Total cash, cash equivalents, and restricted cash $ 581 $ 1,142 f. Accounts Receivable, Net Accounts receivable, net are recorded at the invoiced amount and are non-interest bearing. The Company does not have a history of credit losses related to accounts receivables. The Company applies the Current Expected Credit Losses (CECL) methodology for estimating allowances for credit losses. The estimate of expected credit losses is based on an aging schedule which utilizes relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. The Company had zero 0 The Company receives payments from customers based on a billing schedule as established in its customer contracts. Accounts receivable are recorded when the Company has a contractual right to consideration. In some arrangements, a right to consideration for the Company’s performance under the customer contract may occur before invoicing the customer, resulting in unbilled accounts receivable. g. Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: Schedule of estimated useful lives of the assets % Computers and software 33 Office furniture and equipment 6 15 Electronic equipment 12 25 Leasehold improvements Over the shorter of the related lease period or the life of the asset h. Impairment of long-lived assets: The Company’s long-lived assets are reviewed for impairment in accordance with ASC 360-10-35, “Property, Plant, and Equipment- Subsequent Measurement,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the future undiscounted cash flows expected to be generated by such assets. Impairment is recognized at the amount by which the carrying amount of the assets exceeds the fair value of the assets. In 2023 and 2022, no i. Leases: The Company’s leases are accounted for under ASC 842, “Leases”. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the balance sheet. The Company elected the short-term lease recognition exemption for leases with a lease term of 12 months or less. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The Company elected the practical expedient to not separate lease and non-lease components for all of the Company leases. The Company subsequently measures the ROU asset at the present value of the remaining lease payments, adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term and any unamortized initial direct costs. Further, the Company will recognize lease expense on a straight-line basis over the lease term. As of December 31, 2023 and 2022, the Company does not have any finance leases and had one short-term operating lease. Leases with an initial term of 12 months or less that contain purchase options or renewal terms that the Company is not reasonably certain to exercise or leases with an initial term of more than 12 months that contain termination options exercisable in less than 12 months that the Company is not reasonably certain to not exercise, are not recorded on the consolidated balance sheet. The Company recognizes the lease expense for such leases on a straight-line basis in the statements of comprehensive loss over the lease term. j. Severance pay: Israeli labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. Pursuant to section 14 of the Israeli Severance Compensation Act, 1963, most of the Company’s employees are entitled to have monthly deposits, at a rate of 8.33 472 393 357 The Company’s liability for severance pay for one of its Israeli employees is calculated pursuant to Israeli Severance Pay Law, 1963 (the “Israeli Severance Pay Law”) based on the most recent salary of the employee multiplied by the number of years of employment, as of the balance sheet date. This employee is entitled to one month’s salary for each year of employment or a portion thereof and to receive additional severance pay. The Company records the liability as if it were payable at each balance sheet date on an undiscounted basis. The liability is classified based on the expected date of settlement, and therefore is usually classified as a long-term liability, unless the cessation of the employees is expected during the upcoming year. The Company’s liability for this Israeli employee is partially provided for by monthly deposits for insurance policies and the remainder by an accrual. The value of these policies is recorded as an asset in the Company’s balance sheet. The deposited funds include profits and losses accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Israeli Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash redemption value of these policies. In addition, the Company has deposited certain amounts with a trustee, to compensate for any severance pay liability that is not covered by other funds. These deposits are restricted and may be withdrawn only for payment of severance pay liabilities. The severance pay funds and the restricted deposits for employee benefits are classified based on the classification of the corresponding liability. The severance pay expenses for such employees were approximately $ 58 24 177 k. Other assets: The Company produces a wearable sensor band (“Band”) device which the Company considers an integral part of the Company’s service offering. The Bands are used numerous times and have useful lives beyond one year. Each time a Band is used over an expected lifetime of approximately three years, a portion of the cost of the Band is recorded as a cost of revenue. The Company’s estimate for the number of times the same Band can be used is based on testing in research and development, loss rates, product obsolescence, and the amount of time it takes the device to go through the manufacturing, shipping, customer shelf and patient wear time and upload process. The Company considers all finished goods and raw materials to be other assets. As of December 31, 2023 and 2022, other assets included finished goods of $ 412 0 no l. Inventory Inventories are stated at the lower of cost or net realizable value. Inventory write-off is provided to cover risks arising from slow-moving items, technological obsolescence, excess inventories and discontinued products. Write-offs during the years ended December 31, 2023, 2022, and 2021 were immaterial. Inventory items are valued using the “average price” method. The Company assesses the carrying value of its inventory for each reporting period to ensure inventory is reported at the lower of cost or net realizable value in accordance with ASC 330-10-35, “Inventory”. Charges for obsolete and slow-moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow-moving inventory items. These assessments consider various factors, technological obsolescence, estimated current and future market values and new product introduction. In cases when there is evidence that the anticipated utility of goods, in their disposal in the ordinary course of business, will be less than the historical cost of the inventory, the Company recognizes the difference as a current period charge to earnings and carries the inventory at the reduced cost basis until it is sold or disposed of. As of December 31, 2023 and 2022, inventory was comprised of raw material and components only. m. Deferred Revenue Revenue is deferred when the Company has the right to invoice in advance of performance under a customer contract. The current portion of deferred revenue balances are expected to be recognized in the following 12-month period and are recognized within other current liabilities. As of December 31, 2023, the Company did not have material non-current deferred revenue. n. Redeemable Crossover Preferred Shares – Put Option Derivative The Company has assessed under ASC 815 “Derivatives and Hedging” (“ASC 815”) that the conversion feature is not clearly and closely related to the debt host and requires bifurcation as a derivative liability, which will be recorded at fair value on a recurring basis. o. Redeemable Crossover Preferred Shares The Company records all redeemable crossover preferred shares at their respective fair values, net of issuance costs, on the dates of issuance. Redeemable crossover preferred shares are classified outside of shareholders’ capital deficiency on the accompanying balance sheets. Because the redemption of the redeemable crossover preferred shares is contingent upon an occurrence of certain events outside of the Company’s control, their carrying values are not remeasured to their redemption values. Subsequent adjustment of the amount presented in temporary equity is required only if the Company’s management estimates that it is probable that the instrument will become redeemable and is recognized within change in fair value of financial instruments on the accompanying consolidated statements of comprehensive loss. p. Warrants to purchase Ordinary Shares: Warrants to purchase the Company’s ordinary shares of NIS 0.01 par value each (the “Ordinary Shares”) for a fixed number of shares and are classified as equity and, as such, are not subsequently remeasured. See also Note 10 and Note 13. q. Concentrations of risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash and accounts receivable. Cash and cash equivalents are invested in a major bank in Israel and the United States that exceed federally insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, that minimal credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. During the year ended December 31, 2023, two customers accounted for 10 10 r. Net loss per share attributable to Shareholders: The Company’s basic net loss per share is calculated by dividing net loss attributable to shareholders by the weighted-average number of shares of Ordinary Shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities, unless the effects of potentially dilutive Ordinary Shares are anti-dilutive. The calculation of basic and diluted loss per share includes fully vested options and warrants for the Company’s Ordinary Shares at an exercise price of USD 0.01 or NIS 0.01 per share, as the Company considers them Ordinary Shares because they are exercisable for no substantial consideration. The Company considers its redeemable crossover preferred shares to be participating securities as a holder of a redeemable crossover preferred shares would be entitled to a dividend that would be distributed to the holders of ordinary shares, at an amount equal to the greater of (i) the sum of three times the original issue price of such share, or (ii) the amount such holder would actually receive if such redeemable crossover preferred share had been converted into ordinary shares immediately prior to such distribution event. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. Because no allocation is required under the two-class method during periods of loss to participating securities that do not have a contractual obligation to share in the losses of the Company, net loss for the periods presented was not allocated to the Company’s participating securities. s. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services. To achieve the core principle of this standard, the Company applies the following five steps: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when, or as, the Company satisfies a performance obligation. At contract inception, the Company assesses whether each promised good or service is distinct to identify the performance obligations in the contract. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligations. The Company derives its revenues through commercial contracts with distributors, health systems, large private practice groups and independent women’s health practices (“the customers”). The Company has two revenue models: (1) the sales model and (2) the subscription model. Substantially all the Company’s revenue is derived from the subscription model, under which the Company provides a monitoring service for high-risk pregnancy through the Band, which is leased to healthcare providers, using Company’s cloud during the time period the expectant mother is using the service (“an episode period” which is eight weeks on average). The Band is cleaned and refurbished between each episode period and then sent to the next patient. Under the subscription model the Band remains with the expectant mother during the episode period and is then returned to the Company and prepared for use in the next episode. The Band remains the Company’s property and responsibility, and the customer pays a fixed fee per the number of episode prescriptions. The Company accounts for revenue earned from subscriptions, wherein an identified asset is transferred to the customer and the customer has the ability to control that asset under ASC 842. The lease of the Band under the subscription model meets the classification of an operating lease. The Company has elected to aggregate the lease and non-lease components and record the revenue combined, over the lease term. The episodes are the period over which the Company recognizes revenue, based on time elapsed. Revenue from the operating lease is generally recognized on a straight-line basis over the service period. Under the sales model, healthcare providers purchase the Band as well as monitoring sessions, or episodes of care. Under this model, the healthcare provider owns the Band and utilizes it for monitoring sessions for its patients. Between each episode period, the Band is cleaned and refurbished and sent to the next patient. Revenue is allocated to the sale of the Band, each episode period, and each refurbishment. Revenue from the Band is recorded upon transfer of the Band to the healthcare provider, episode revenue is recorded over the eight-week period it is used, and a portion of the revenue is allocated to each refurbishment between episode periods. Generally, the Company will collect cash in advance and should therefore consider the existence of a significant financing component. However, the Company has elected to apply the practical expedient under ASC 606 which exempts the adjustment of the consideration for the existence of a significant financing component when the period between the transfer of the services and the payment for such services is one year or less. t. Cost of Revenue Cost of revenue primarily consists of inventory cost including materials cost, subcontracting manufacturing cost, and shipping and handling costs incurred in supporting revenue generating activities. In addition, cost of revenue includes amortization of the Bands used to fulfil the subscription services as well as royalties paid to the government in return for a government grant previously received. u. Research and Development Costs, Net: Research and development costs are charged to the statements of comprehensive loss as incurred, net of government grants, which represent participation in research and development. Research and development expenses include costs directly attributable to the conduct of research and development programs, including the payroll costs, lab expenses, materials, consumables, and consulting fees. All costs associated with research and development are expensed as incurred. The Company receives royalty-bearing grants, which represents participation of the Israel Innovation Authority (hereafter “IIA”) in approved programs for research and development. These grants are recognized as a reduction of research and development expenses as the related costs are incurred. In 2022 the Company received grants from the IIA and recorded $ 77 The Company is committed to pay royalties to the Israeli Government at a rate of 3 3.5 100 v. Sales and Marketing Sales and marketing expenses primarily consist of personnel related expenses, including salaries and share-based compensation and marketing and business development expenses. The Company expenses sales and marketing as incurred. w. General and Administrative General and administrative expenses primarily consist of personnel-related expenses associated with finance, legal, and human resources personnel, including salaries and share-based compensation expenses. In additional to personnel-related expenses, general and administrative expenses consist of rent, utilities, software expense, changes in the fair value of the commitment to shareholder, and external professional services, including accounting, audit, tax, finance, legal, compliance, and information technology. General and administrative expenses are expensed as incurred. x. Fair Value of Financial Instruments: The Company accounts for financial instruments under ASC 820, Fair Value Measurements (“ASC 820”). This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: ● Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; ● Level 2 - observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable. ● Level 3 - assets and liabilities whose significant value drivers are unobservable. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. Convertible Loans During the years ended December 31, 2023 and 2022, the Company entered into certain Convertible Loans. In accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), the Convertible Loans were classified as liabilities. The Company has elected the fair value option for the recognition of Convertible Loans, in accordance with ASC 825 Financial Instruments, with changes in fair value recognized in the statements of comprehensive loss. Any changes in the fair value of liabilities resulting from changes in instrument-specific credit risk are reported in other comprehensive loss and were immaterial during the years ended December 31, 2023 and 2022. The fair value of the Convertible Loans has been estimated using the Market Approach – Guideline Public Company Method with the Hybrid method utilizing the Probability-Weighted Expected Return Method and the Option-Pricing Method. The fair value option may be applied instrument by instrument, but it is irrevocable. Accrued interest for the Convertible Loans has been included in the change in fair value of financial instruments in the consolidated statements of comprehensive loss. SAFE Agreements During the years ended December 31, 2020 through 2022, the Company entered into certain SAFE agreements. In accordance with ASC 480, the Company accounts for a SAFE as a liability at fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until a triggering event, equity financing or a liquidity or dissolution occurs, and any change in fair value is recognized in the Company’s statements of comprehensive loss. The fair value of these SAFE has been estimated using the Market Approach – Guideline Public Company Method with the Hybrid method utilizing the Probability-Weighted Expected Return Method and the Option-Pricing Method. The carrying amounts of the Company’s other financial assets and liabilities, such as cash and cash equivalents, restricted cash, accounts receivable, and accounts payable, approximate the respective fair value due to the short-term nature of these instruments. The amounts funded in respect of employee rights are stated at cash surrender value which approximates its fair value. y. Share-Based Compensation: The Company accounts for share-based payments to employees and consultants, including grants of service-based employee share options in accordance with ASC 718, Compensation—Share-based Compensation, which requires that share-based payments be recognized in the statements of comprehensive loss based on their fair values. The Company accounts for forfeitures of share-based awards as they occur. The Company recognizes compensation cost for options and share awards that have a graded vesting schedule and contain only service condition on a straight-line basis for the entire award. Expense for other share-based compensation expense is recognized over the awards’ vesting period using the accelerated method. The Company uses the Black-Scholes option-pricing model to estimate fair value of share-based awards. The Black-Scholes option-pricing model requires the use of the following assumptions: ● Expected term—The expected term represents the period that the share-based awards are expected to be outstanding. For option grants that are considered to be “plain vanilla”, the expected option term was calculated based on the simplified method, which uses the midpoint between the vesting date and the contractual term, as the Company does not have sufficient historical data to develop an estimate based on participant behavior. For options granted to non-employees, the expected life of the option used is the contractual term of each such option. ● Expected volatility—Since the Company is not yet a public company and does not have any trading history for its ordinary share, the expected volatility was estimated based on the average historical volatilities of ordinary share of comparable publicly traded entities over a period equal to the expected term of the share option grants. The comparable companies were chosen based on their size, stage in the life cycle or area of specialty. The Company will continue to apply this process until enough historical information regarding the volatility of its share price becomes available. ● Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the awards. ● Expected dividend—The Company has never paid dividends on the ordinary share and has no plans to pay dividends on the ordinary shares. Therefore, the Company used an expected dividend yield of zero. As the Company’s ordinary shares are not publicly traded, the fair value of the ordinary share has been determined by the Company’s Board of Directors with input from management, considering the Company’s most recently available third-party valuation of ordinary shares based on relevant valuation methodologies as outlined in the American Institute of Certified Public Accountants (“AICPA”) Practice Aid, “Valuation of Privately-Held-Company Equity Securities Issued as Compensation”. The Company also considered the amount of time between the independent third-party valuation dates and the grant. This included an evaluation of whether the subsequent valuation indicated that any significant change in valuation had occurred between the previous valuation and the grant date. For awards with performance condition vesting features, compensation cost is recorded if it is probable that the performance condition will be achieved. If the Company originally estimated that it was not probable that the performance condition would be satisfied, compensation cost would not have been recognized. If the Company later determines that it is probable that the performance condition will be satisfied, it will recognize a cumulative catch-up adjustment to reflect the portion of the employee’s requisite service that has been provided to date and will continue to recognize compensation cost over the remaining requisite service period. The Company determined that the performance conditions as described above are not probable, and therefore no compensation cost was recognized. z. Legal Contingencies: From time to time, the Company or its subsidiary become involved in legal proceedings or are subject to claims arising in the ordinary course of business. Such matters are generally subject to many uncertainties and outcomes and are not predictable with assurance. The Company accrues for contingencies when the loss is probable, and it can reasonably estimate the amount of any such loss. There are no legal proceedings that are pending as of the date the financial statements are issued. aa. Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. This codification prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and for carry-forward tax losses. Deferred taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that some portion or all of the deferred tax asset will not be realized. As of December 31, 2023 and December 31, 2022 a full valuation allowance was provided by the Company. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740, “Income Taxes”. Accounting guidance addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements, under which a company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Accordingly, as needed, the Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. bb. Comprehensive income (loss) Comprehensive income (loss) includes no items other than net income (loss). cc. Emerging Growth Company The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay the adoption of new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with new or revi | |
Holdco Nuvo Group D G Ltd [Member] | ||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES General Information Holdco Nuvo Group D.G Ltd (“the Company”) was incorporated as a limited liability company under the laws of the State of Israel on July 20, 2023 for the sole purpose of effectuating the transactions described in the business combination agreement, dated August 17, 2023 (the “Business Combination Agreement”) by and among the Company, LAMF Global Ventures Corp. I, a Cayman Islands exempted company (“LAMF”), Nuvo Group Ltd., a limited liability company organized under the laws of the State of Israel (“Nuvo”), Nuvo Assetco Corp., a Cayman Islands exempted company and a wholly owned subsidiary of the Company (“Assetco”), and H.F.N Insight Merger Company Ltd., a limited liability company organized under the laws of the State of Israel and a wholly owned subsidiary of LAMF (“Merger Sub”) (the “Business Combination”). Pursuant to the Business Combination Agreement, one day prior to the closing of the Business Combination, LAMF will be merged with and into Assetco (the “SPAC Merger”) and Assetco will continue as the surviving corporation (Assetco, in its capacity as the surviving entity of the SPAC Merger, the “SPAC Surviving Company”). On the date of the closing of the Business Combination (the “Closing”), Merger Sub will be merged with and into Nuvo (the “Acquisition Merger”) and Nuvo will continue as the surviving corporation (Nuvo, in its capacity as the surviving entity of the Acquisition Merger, the “Acquisition Surviving Sub”). Following the consummation of the transactions contemplated by the Business Combination Agreement, the Company will be the surviving publicly-traded corporation. In addition, following the consummation of such transactions, the SPAC Surviving Company shall distribute any remaining funds in the trust account to Holdco and shall be liquidated. However, the consummation of the transactions contemplated by the Business Combination Agreement is subject to numerous conditions, and there can be no assurances that such conditions will be satisfied. Basis of accounting The consolidated balance sheets have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Separate statements of changes in equity, operations, comprehensive income, and cash flows have not been presented in the consolidated Financial Statements because there have been no Prepaid expenses - Transaction costs in an offering of equity securities In the event of offering of equity securities, incremental costs that otherwise would not have been incurred are deferred and capitalized in the balance sheet as a financial asset at amortized cost instead of expensed as incurred. When cash is received from investors as part of the offering, such deferred incremental costs are derecognised and deducted from additional paid-in capital. |
Related party transaction with
Related party transaction with Nuvo Group Ltd | 5 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Related party transaction with Nuvo Group Ltd | NOTE 17 - RELATED PARTIES Schedule of related party balances December 31, 2023 2022 SAFE liability due to related parties $ 349 $ 571 Convertible loans due to related parties $ 2,416 $ 2,349 Crossover preferred shares and incentives shares issued to related parties $ 596 $ - Bridge loans due to related parties $ 400 $ - Interest expense due to related parties in connection with the convertible loans during the years ended December 31, 2023, 2022, and 2021 was $ 749 21 0 During the year ended December 31, 2023, the Company issued 113,855 193 Cross-over Preferred Shares During the year ended December 31, 2023, the Company received several investments from related parties. These investments totaled $ 245 34,868 600 85,390 Related Party Expenses In relation to a service agreement with a related party to provide project-based work services, during the years ended December 31, 2023 and 2022, the Company received such services for total consideration of $ 182 45 no In relation to a service agreement with a related party to provide advisory services, during the year ended December 31, 2023, the company received such services for total consideration of $ 50 no In July 2023, the Company entered into a consulting services agreement (the “Consulting Agreement”) with an entity wholly owned and controlled by the Company’s Interim Chief Financial Officer as of August 2023 (“the Consulting Company”), to provide consulting services to the Company. Pursuant to the Consulting Agreement, the Company will pay the Consulting Company an annual retainer of $ 300,000 60,000 157 75 Commitment to Shareholder On November 17, 2021, the Company entered into an agreement with its former CIO pursuant to which, the Company, subject to certain conditions, agreed to issue to the former CIO options to purchase 346,575 346,575 1,945 1,036 909 On May 29, 2023, the Company entered into an employment termination agreement (the “Termination Agreement”) with its former CIO effective January 31, 2023: 1. As per the Termination Agreement, the Company agreed to pay the former CIO the following: A. 12 monthly payments, equivalent to approximately $ 32 384 B. Severance payments in respect of all employment’s periods, by no later than December 31, 2023, totaling of approximately $ 177 C. All other amounts that have not been distributed, as of the Termination Agreement date, to his pension funds during the term of his employment in a total amount of approximately $ 32 2. In August 2023, following the BCA and the Redeemable Crossover Preferred shares agreements all the conditions set forth in the Termination Agreement, between the Company and the former CIO related to an option allocation in conjunction with waiving a tax liability, were met and in September 2023, 346,575 | |
Holdco Nuvo Group D G Ltd [Member] | ||
Related party transaction with Nuvo Group Ltd | Note 2 - Related party transaction with Nuvo Group Ltd During the period July 20, 2023 to December 31, 2023, Holdco Nuvo Group D.G Ltd incurred $ 99,160 |
Share capital
Share capital | 5 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Share capital | NOTE 13 - SHAREHOLDERS’ CAPITAL DEFICIENCY a. Ordinary Shares rights: Each Ordinary Share confers on its holder the rights to receive notice of, and to participate and vote in, all meetings of the shareholders, to receive dividends, and to participate in the distribution of the surplus assets and funds of the Company in the event of the liquidation, dissolution or winding up of the Company, all, as set forth in the Company’s Articles of Association and subject to applicable law. b. Issuance of shares: During the year ended December 31, 2022, four of the Company’s consultants had exercised their options to purchase 86,129 38 c. Warrants: On May 20, 2015, the Company granted 45,238 0.01 d. Share-based Compensation: On December 2015, the Board of Directors of the Company adopted the 2015 Share Incentive Plan (the “Plan”), which provides for the grant of up to 1,000,000 4,450,000 Options granted under the Plan generally expire 10 years from the date of grant. The options generally vest 25% on the first anniversary of the vesting start date and 6.25% at the end of each subsequent quarter over the course of the following three years. On April 28, 2021, the Board of Directors of the Company adopted amendments to the Plan. The main amendment was a cashless exercise mechanism. The fair value of options granted under the stock option plan during the year ended December 31, 2023 and 2022 was estimated at the date of grant using the Black-Scholes option pricing model and the following assumptions for grants: Schedule of fair value of options granted under the stock option December 31, 2023 2022 Risk-free interest rates 3.64 4.95% 2.97 Expected life of options 2.5 6.1 6.25 Expected volatility 67.00 71.00 70.00 Expected dividend yield 0.00 0.00 The following table summarizes the allocation of total share-based compensation expense in the statements of comprehensive loss: Schedule of share-based compensation expense Years Ended 2023 2022 2021 Research and development, net $ 1,346 1,664 2,784 Sales and marketing 508 1,787 448 General and administrative 1,241 4,323 6,517 Total share-based compensation expense $ 3,095 $ 7,774 $ 9,749 The following table summarizes stock option activity: Schedule of stock option activity Number of Weighted Average Weighted Average Aggregate Balance at January 1, 2023 4,710,727 $ 5.16 4.26 $ 13,681 Granted 967,472 4.21 Forfeit (219,764 ) 8.04 Expired (202,463 ) 6.29 Exercised (55,565 ) 5.55 $ 12 Balance at December 31, 2023 5,200,407 $ 4.37 7.53 7,472 Vested and expected to vest at December 31, 2022 4,710,727 $ 5.16 4.26 $ 13,681 Vested and expected to vest at December 31, 2023 5,200,407 $ 4.37 7.53 $ 7,472 Exercisable at December 31, 2022 3,333,715 $ 3.28 1.13 $ 11,175 Exercisable at December 31, 2023 4,165,659 $ 3.33 7.40 $ 7,215 The weighted-average grant date fair value of options granted during the years ended December 31, 2023 and 2022 was $ 2.16 4.57 12 178 5,438 6,510 411 28,479 55,565 For the years ended December 31, 2023, 2022, and 2021, the Company recognized $ 3,095 7,774 9,750 1,839 The Company granted to several directors under the plan a total of 213,906 23,138 e. Performance and market-based compensation: The founder, who is a current Board member and former Chief Innovation Officer (“former CIO”) is entitled to future option allocations according to his employment contract. The allocation of a maximum total of 600,000 0.01 75,000 Refer to note 17 for additional information. | |
Holdco Nuvo Group D G Ltd [Member] | ||
Share capital | Note 3 Share capital The Company was incorporated on July 20, 2023 and issued 1,000,000 As of December 31, 2023, the Company’s authorized share capital consists of 10,000,000 |
Subsequent events_2
Subsequent events | 5 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Subsequent events | NOTE 18 - SUBSEQUENT EVENTS The Company has evaluated subsequent events from the consolidated balance sheet date through May 7, 2024, the date at which consolidated financial statements were available to be issued. In January 2024, the Company recorded $ 988 600,584 In February 2024, the Chief Executive Officer (“CEO”) Kelly Londy resigned after accepting a leading position at a non-competitive multinational healthcare company. Following the departure, Board member Rice Powell assumed the position of CEO and Kelly Londy joined the Company’s Strategic Advisory Council. In February through April of 2024, the Company obtained additional financing through the Bridge Loan program as described in Note 10, in the amount of $ 3,014 In March 2024, the Board of Directors of the Company approved a stock option repricing (the “Option Repricing”), which was effective on March 26, 2024, (the “Repricing Date”). The Option Repricing applied to outstanding options to purchase ordinary shares of the Company that, as of the Repricing Date, are held by employees of the Company and had an exercise price per share greater than $ 2.80 1,041,966 2.80 In March 2024, the Board of Directors of the Company granted 750,000 140,000 On May 1, 2024, the Company completed its previously announced de-SPAC merger transaction with LAMF. Each Nuvo Share issued and outstanding will, by virtue of the Acquisition Merger and upon the terms and subject to the conditions set forth in the Business Combination Agreement, automatically be deemed to have been transferred and automatically deemed for all purposes to represent only the right to receive a number of Holdco Ordinary Shares equal to the Equity Exchange Ratio. Refer to Note 1 for additional information. | |
Holdco Nuvo Group D G Ltd [Member] | ||
Subsequent events | Note 4 - Subsequent events Management has evaluated events subsequent to December 31, 2023 and through February 9, 2024, the date these consolidated Financial Statements were authorized for issuance by the Board of Directors. There were no events which occurred subsequent to December 31, 2023 that merited disclosure in these consolidated Financial Statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | a. Basis of presentation The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Use of Estimates | b. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, income tax uncertainties, share-based compensation cost, useful lives of other assets, and fair value measurement of SAFE liability, commitment to shareholder and convertible loans. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates. |
Functional Currency: | c. Functional Currency: The Company’s financing rounds and financing agreements are denominated in United States dollars (“Dollars” or “U.S. dollars”). The Company’s management believes that the Dollar is the primary currency of the economic environment in which the Company operates. It is further expected that the Company’s current revenues will be denominated mainly in Dollars. Thus, the functional currency of the Company is the U.S. dollar. Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 830 “Foreign Currency Matters”. Changes in currency exchange rates between the Company’s functional currency and the currency in which a transaction is denominated are included in the Company’s statements of comprehensive loss as financial expenses, net, in the period in which the currency exchange rates change. |
Principles of consolidation: | d. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned Subsidiary. Intercompany balances and transactions have been eliminated upon consolidation. |
Cash and cash equivalents and restricted cash: | e. Cash and cash equivalents and restricted cash: Cash equivalents are short-term highly liquid investments that are readily convertible to cash, with original maturities of three months or less, when purchased. Restricted cash is primarily invested in deposits, to secure obligations under the Company’s lease agreements and to secure Company-issued credit cards. The following table provides a reconciliation of the cash and cash equivalents balances reported on the consolidated balance sheets and the cash, cash equivalents and restricted cash balances reported in the consolidated statements of cash flows: Schedule of restricted cash and cash equivalents December 31, 2023 2022 Cash and cash equivalents $ 553 $ 837 Restricted cash - current assets - 271 Restricted cash - long-term assets 28 34 Total cash, cash equivalents, and restricted cash $ 581 $ 1,142 |
Accounts Receivable, Net | f. Accounts Receivable, Net Accounts receivable, net are recorded at the invoiced amount and are non-interest bearing. The Company does not have a history of credit losses related to accounts receivables. The Company applies the Current Expected Credit Losses (CECL) methodology for estimating allowances for credit losses. The estimate of expected credit losses is based on an aging schedule which utilizes relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. The Company had zero 0 The Company receives payments from customers based on a billing schedule as established in its customer contracts. Accounts receivable are recorded when the Company has a contractual right to consideration. In some arrangements, a right to consideration for the Company’s performance under the customer contract may occur before invoicing the customer, resulting in unbilled accounts receivable. |
Property and equipment, net: | g. Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: Schedule of estimated useful lives of the assets % Computers and software 33 Office furniture and equipment 6 15 Electronic equipment 12 25 Leasehold improvements Over the shorter of the related lease period or the life of the asset |
Impairment of long-lived assets: | h. Impairment of long-lived assets: The Company’s long-lived assets are reviewed for impairment in accordance with ASC 360-10-35, “Property, Plant, and Equipment- Subsequent Measurement,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the future undiscounted cash flows expected to be generated by such assets. Impairment is recognized at the amount by which the carrying amount of the assets exceeds the fair value of the assets. In 2023 and 2022, no |
Leases: | i. Leases: The Company’s leases are accounted for under ASC 842, “Leases”. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the balance sheet. The Company elected the short-term lease recognition exemption for leases with a lease term of 12 months or less. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The Company elected the practical expedient to not separate lease and non-lease components for all of the Company leases. The Company subsequently measures the ROU asset at the present value of the remaining lease payments, adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term and any unamortized initial direct costs. Further, the Company will recognize lease expense on a straight-line basis over the lease term. As of December 31, 2023 and 2022, the Company does not have any finance leases and had one short-term operating lease. Leases with an initial term of 12 months or less that contain purchase options or renewal terms that the Company is not reasonably certain to exercise or leases with an initial term of more than 12 months that contain termination options exercisable in less than 12 months that the Company is not reasonably certain to not exercise, are not recorded on the consolidated balance sheet. The Company recognizes the lease expense for such leases on a straight-line basis in the statements of comprehensive loss over the lease term. |
Severance pay: | j. Severance pay: Israeli labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. Pursuant to section 14 of the Israeli Severance Compensation Act, 1963, most of the Company’s employees are entitled to have monthly deposits, at a rate of 8.33 472 393 357 The Company’s liability for severance pay for one of its Israeli employees is calculated pursuant to Israeli Severance Pay Law, 1963 (the “Israeli Severance Pay Law”) based on the most recent salary of the employee multiplied by the number of years of employment, as of the balance sheet date. This employee is entitled to one month’s salary for each year of employment or a portion thereof and to receive additional severance pay. The Company records the liability as if it were payable at each balance sheet date on an undiscounted basis. The liability is classified based on the expected date of settlement, and therefore is usually classified as a long-term liability, unless the cessation of the employees is expected during the upcoming year. The Company’s liability for this Israeli employee is partially provided for by monthly deposits for insurance policies and the remainder by an accrual. The value of these policies is recorded as an asset in the Company’s balance sheet. The deposited funds include profits and losses accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Israeli Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash redemption value of these policies. In addition, the Company has deposited certain amounts with a trustee, to compensate for any severance pay liability that is not covered by other funds. These deposits are restricted and may be withdrawn only for payment of severance pay liabilities. The severance pay funds and the restricted deposits for employee benefits are classified based on the classification of the corresponding liability. The severance pay expenses for such employees were approximately $ 58 24 177 |
Other assets: | k. Other assets: The Company produces a wearable sensor band (“Band”) device which the Company considers an integral part of the Company’s service offering. The Bands are used numerous times and have useful lives beyond one year. Each time a Band is used over an expected lifetime of approximately three years, a portion of the cost of the Band is recorded as a cost of revenue. The Company’s estimate for the number of times the same Band can be used is based on testing in research and development, loss rates, product obsolescence, and the amount of time it takes the device to go through the manufacturing, shipping, customer shelf and patient wear time and upload process. The Company considers all finished goods and raw materials to be other assets. As of December 31, 2023 and 2022, other assets included finished goods of $ 412 0 no |
Inventory | l. Inventory Inventories are stated at the lower of cost or net realizable value. Inventory write-off is provided to cover risks arising from slow-moving items, technological obsolescence, excess inventories and discontinued products. Write-offs during the years ended December 31, 2023, 2022, and 2021 were immaterial. Inventory items are valued using the “average price” method. The Company assesses the carrying value of its inventory for each reporting period to ensure inventory is reported at the lower of cost or net realizable value in accordance with ASC 330-10-35, “Inventory”. Charges for obsolete and slow-moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow-moving inventory items. These assessments consider various factors, technological obsolescence, estimated current and future market values and new product introduction. In cases when there is evidence that the anticipated utility of goods, in their disposal in the ordinary course of business, will be less than the historical cost of the inventory, the Company recognizes the difference as a current period charge to earnings and carries the inventory at the reduced cost basis until it is sold or disposed of. As of December 31, 2023 and 2022, inventory was comprised of raw material and components only. |
Deferred Revenue | m. Deferred Revenue Revenue is deferred when the Company has the right to invoice in advance of performance under a customer contract. The current portion of deferred revenue balances are expected to be recognized in the following 12-month period and are recognized within other current liabilities. As of December 31, 2023, the Company did not have material non-current deferred revenue. |
Redeemable Crossover Preferred Shares – Put Option Derivative | n. Redeemable Crossover Preferred Shares – Put Option Derivative The Company has assessed under ASC 815 “Derivatives and Hedging” (“ASC 815”) that the conversion feature is not clearly and closely related to the debt host and requires bifurcation as a derivative liability, which will be recorded at fair value on a recurring basis. |
Redeemable Crossover Preferred Shares | o. Redeemable Crossover Preferred Shares The Company records all redeemable crossover preferred shares at their respective fair values, net of issuance costs, on the dates of issuance. Redeemable crossover preferred shares are classified outside of shareholders’ capital deficiency on the accompanying balance sheets. Because the redemption of the redeemable crossover preferred shares is contingent upon an occurrence of certain events outside of the Company’s control, their carrying values are not remeasured to their redemption values. Subsequent adjustment of the amount presented in temporary equity is required only if the Company’s management estimates that it is probable that the instrument will become redeemable and is recognized within change in fair value of financial instruments on the accompanying consolidated statements of comprehensive loss. |
Warrants to purchase Ordinary Shares: | p. Warrants to purchase Ordinary Shares: Warrants to purchase the Company’s ordinary shares of NIS 0.01 par value each (the “Ordinary Shares”) for a fixed number of shares and are classified as equity and, as such, are not subsequently remeasured. See also Note 10 and Note 13. |
Concentrations of risk: | q. Concentrations of risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash and accounts receivable. Cash and cash equivalents are invested in a major bank in Israel and the United States that exceed federally insured limits. The Company believes that the financial institutions that hold the Company’s cash are financially sound, and accordingly, that minimal credit risk exists with respect to these balances. The Company has not experienced any losses due to institutional failure or bankruptcy. During the year ended December 31, 2023, two customers accounted for 10 10 |
Net loss per share attributable to Shareholders: | r. Net loss per share attributable to Shareholders: The Company’s basic net loss per share is calculated by dividing net loss attributable to shareholders by the weighted-average number of shares of Ordinary Shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities, unless the effects of potentially dilutive Ordinary Shares are anti-dilutive. The calculation of basic and diluted loss per share includes fully vested options and warrants for the Company’s Ordinary Shares at an exercise price of USD 0.01 or NIS 0.01 per share, as the Company considers them Ordinary Shares because they are exercisable for no substantial consideration. The Company considers its redeemable crossover preferred shares to be participating securities as a holder of a redeemable crossover preferred shares would be entitled to a dividend that would be distributed to the holders of ordinary shares, at an amount equal to the greater of (i) the sum of three times the original issue price of such share, or (ii) the amount such holder would actually receive if such redeemable crossover preferred share had been converted into ordinary shares immediately prior to such distribution event. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. Because no allocation is required under the two-class method during periods of loss to participating securities that do not have a contractual obligation to share in the losses of the Company, net loss for the periods presented was not allocated to the Company’s participating securities. |
Revenue Recognition | s. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services. To achieve the core principle of this standard, the Company applies the following five steps: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when, or as, the Company satisfies a performance obligation. At contract inception, the Company assesses whether each promised good or service is distinct to identify the performance obligations in the contract. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligations. The Company derives its revenues through commercial contracts with distributors, health systems, large private practice groups and independent women’s health practices (“the customers”). The Company has two revenue models: (1) the sales model and (2) the subscription model. Substantially all the Company’s revenue is derived from the subscription model, under which the Company provides a monitoring service for high-risk pregnancy through the Band, which is leased to healthcare providers, using Company’s cloud during the time period the expectant mother is using the service (“an episode period” which is eight weeks on average). The Band is cleaned and refurbished between each episode period and then sent to the next patient. Under the subscription model the Band remains with the expectant mother during the episode period and is then returned to the Company and prepared for use in the next episode. The Band remains the Company’s property and responsibility, and the customer pays a fixed fee per the number of episode prescriptions. The Company accounts for revenue earned from subscriptions, wherein an identified asset is transferred to the customer and the customer has the ability to control that asset under ASC 842. The lease of the Band under the subscription model meets the classification of an operating lease. The Company has elected to aggregate the lease and non-lease components and record the revenue combined, over the lease term. The episodes are the period over which the Company recognizes revenue, based on time elapsed. Revenue from the operating lease is generally recognized on a straight-line basis over the service period. Under the sales model, healthcare providers purchase the Band as well as monitoring sessions, or episodes of care. Under this model, the healthcare provider owns the Band and utilizes it for monitoring sessions for its patients. Between each episode period, the Band is cleaned and refurbished and sent to the next patient. Revenue is allocated to the sale of the Band, each episode period, and each refurbishment. Revenue from the Band is recorded upon transfer of the Band to the healthcare provider, episode revenue is recorded over the eight-week period it is used, and a portion of the revenue is allocated to each refurbishment between episode periods. Generally, the Company will collect cash in advance and should therefore consider the existence of a significant financing component. However, the Company has elected to apply the practical expedient under ASC 606 which exempts the adjustment of the consideration for the existence of a significant financing component when the period between the transfer of the services and the payment for such services is one year or less. |
Cost of Revenue | t. Cost of Revenue Cost of revenue primarily consists of inventory cost including materials cost, subcontracting manufacturing cost, and shipping and handling costs incurred in supporting revenue generating activities. In addition, cost of revenue includes amortization of the Bands used to fulfil the subscription services as well as royalties paid to the government in return for a government grant previously received. |
Research and Development Costs, Net: | u. Research and Development Costs, Net: Research and development costs are charged to the statements of comprehensive loss as incurred, net of government grants, which represent participation in research and development. Research and development expenses include costs directly attributable to the conduct of research and development programs, including the payroll costs, lab expenses, materials, consumables, and consulting fees. All costs associated with research and development are expensed as incurred. The Company receives royalty-bearing grants, which represents participation of the Israel Innovation Authority (hereafter “IIA”) in approved programs for research and development. These grants are recognized as a reduction of research and development expenses as the related costs are incurred. In 2022 the Company received grants from the IIA and recorded $ 77 The Company is committed to pay royalties to the Israeli Government at a rate of 3 3.5 100 |
Sales and Marketing | v. Sales and Marketing Sales and marketing expenses primarily consist of personnel related expenses, including salaries and share-based compensation and marketing and business development expenses. The Company expenses sales and marketing as incurred. |
General and Administrative | w. General and Administrative General and administrative expenses primarily consist of personnel-related expenses associated with finance, legal, and human resources personnel, including salaries and share-based compensation expenses. In additional to personnel-related expenses, general and administrative expenses consist of rent, utilities, software expense, changes in the fair value of the commitment to shareholder, and external professional services, including accounting, audit, tax, finance, legal, compliance, and information technology. General and administrative expenses are expensed as incurred. |
Fair Value of Financial Instruments: | x. Fair Value of Financial Instruments: The Company accounts for financial instruments under ASC 820, Fair Value Measurements (“ASC 820”). This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: ● Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; ● Level 2 - observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable. ● Level 3 - assets and liabilities whose significant value drivers are unobservable. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. Convertible Loans During the years ended December 31, 2023 and 2022, the Company entered into certain Convertible Loans. In accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), the Convertible Loans were classified as liabilities. The Company has elected the fair value option for the recognition of Convertible Loans, in accordance with ASC 825 Financial Instruments, with changes in fair value recognized in the statements of comprehensive loss. Any changes in the fair value of liabilities resulting from changes in instrument-specific credit risk are reported in other comprehensive loss and were immaterial during the years ended December 31, 2023 and 2022. The fair value of the Convertible Loans has been estimated using the Market Approach – Guideline Public Company Method with the Hybrid method utilizing the Probability-Weighted Expected Return Method and the Option-Pricing Method. The fair value option may be applied instrument by instrument, but it is irrevocable. Accrued interest for the Convertible Loans has been included in the change in fair value of financial instruments in the consolidated statements of comprehensive loss. SAFE Agreements During the years ended December 31, 2020 through 2022, the Company entered into certain SAFE agreements. In accordance with ASC 480, the Company accounts for a SAFE as a liability at fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until a triggering event, equity financing or a liquidity or dissolution occurs, and any change in fair value is recognized in the Company’s statements of comprehensive loss. The fair value of these SAFE has been estimated using the Market Approach – Guideline Public Company Method with the Hybrid method utilizing the Probability-Weighted Expected Return Method and the Option-Pricing Method. The carrying amounts of the Company’s other financial assets and liabilities, such as cash and cash equivalents, restricted cash, accounts receivable, and accounts payable, approximate the respective fair value due to the short-term nature of these instruments. The amounts funded in respect of employee rights are stated at cash surrender value which approximates its fair value. |
Share-Based Compensation: | y. Share-Based Compensation: The Company accounts for share-based payments to employees and consultants, including grants of service-based employee share options in accordance with ASC 718, Compensation—Share-based Compensation, which requires that share-based payments be recognized in the statements of comprehensive loss based on their fair values. The Company accounts for forfeitures of share-based awards as they occur. The Company recognizes compensation cost for options and share awards that have a graded vesting schedule and contain only service condition on a straight-line basis for the entire award. Expense for other share-based compensation expense is recognized over the awards’ vesting period using the accelerated method. The Company uses the Black-Scholes option-pricing model to estimate fair value of share-based awards. The Black-Scholes option-pricing model requires the use of the following assumptions: ● Expected term—The expected term represents the period that the share-based awards are expected to be outstanding. For option grants that are considered to be “plain vanilla”, the expected option term was calculated based on the simplified method, which uses the midpoint between the vesting date and the contractual term, as the Company does not have sufficient historical data to develop an estimate based on participant behavior. For options granted to non-employees, the expected life of the option used is the contractual term of each such option. ● Expected volatility—Since the Company is not yet a public company and does not have any trading history for its ordinary share, the expected volatility was estimated based on the average historical volatilities of ordinary share of comparable publicly traded entities over a period equal to the expected term of the share option grants. The comparable companies were chosen based on their size, stage in the life cycle or area of specialty. The Company will continue to apply this process until enough historical information regarding the volatility of its share price becomes available. ● Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the awards. ● Expected dividend—The Company has never paid dividends on the ordinary share and has no plans to pay dividends on the ordinary shares. Therefore, the Company used an expected dividend yield of zero. As the Company’s ordinary shares are not publicly traded, the fair value of the ordinary share has been determined by the Company’s Board of Directors with input from management, considering the Company’s most recently available third-party valuation of ordinary shares based on relevant valuation methodologies as outlined in the American Institute of Certified Public Accountants (“AICPA”) Practice Aid, “Valuation of Privately-Held-Company Equity Securities Issued as Compensation”. The Company also considered the amount of time between the independent third-party valuation dates and the grant. This included an evaluation of whether the subsequent valuation indicated that any significant change in valuation had occurred between the previous valuation and the grant date. For awards with performance condition vesting features, compensation cost is recorded if it is probable that the performance condition will be achieved. If the Company originally estimated that it was not probable that the performance condition would be satisfied, compensation cost would not have been recognized. If the Company later determines that it is probable that the performance condition will be satisfied, it will recognize a cumulative catch-up adjustment to reflect the portion of the employee’s requisite service that has been provided to date and will continue to recognize compensation cost over the remaining requisite service period. The Company determined that the performance conditions as described above are not probable, and therefore no compensation cost was recognized. |
Legal Contingencies: | z. Legal Contingencies: From time to time, the Company or its subsidiary become involved in legal proceedings or are subject to claims arising in the ordinary course of business. Such matters are generally subject to many uncertainties and outcomes and are not predictable with assurance. The Company accrues for contingencies when the loss is probable, and it can reasonably estimate the amount of any such loss. There are no legal proceedings that are pending as of the date the financial statements are issued. |
Taxes | aa. Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. This codification prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and for carry-forward tax losses. Deferred taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that some portion or all of the deferred tax asset will not be realized. As of December 31, 2023 and December 31, 2022 a full valuation allowance was provided by the Company. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740, “Income Taxes”. Accounting guidance addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements, under which a company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Accordingly, as needed, the Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. |
Comprehensive income (loss) | bb. Comprehensive income (loss) Comprehensive income (loss) includes no items other than net income (loss). |
Emerging Growth Company | cc. Emerging Growth Company The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay the adoption of new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that (i) the Company is no longer an emerging growth company or (ii) the Company affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. However, the Company may early adopt certain accounting standards, as the JOBS Act does not preclude an emerging growth company from adopting a new or revised accounting standard earlier than the time that such standard applies to private companies to the extent early adoption is permitted. |
New Accounting Pronouncements: | dd. New Accounting Pronouncements: Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (“ASC 326”): Measurement of Credit Losses on Financial Instruments to introduce a new model for recognizing credit losses on financial instruments based on estimated current expected credit losses, or CECL. Under the new standard, an entity is required to estimate CECL on trade receivables at inception, based on historical information, current conditions, and reasonable and supportable forecasts. The guidance is effective for the Company for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Early application is permitted. The Company adopted ASC 326 on January 1, 2023, and there was no material impact on the Company’s consolidated balance sheet and the consolidated statements of comprehensive loss upon adoption. Recently Issued Accounting Standards, Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU improves reportable segments disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU also requires a public entity that has a single reportable segment to provide all the disclosures required by the amendments and all existing segment disclosures in Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company does not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial statement disclosures. In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Basis of accounting | a. Basis of presentation The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). | |
Holdco Nuvo Group D G Ltd [Member] | ||
General Information | General Information Holdco Nuvo Group D.G Ltd (“the Company”) was incorporated as a limited liability company under the laws of the State of Israel on July 20, 2023 for the sole purpose of effectuating the transactions described in the business combination agreement, dated August 17, 2023 (the “Business Combination Agreement”) by and among the Company, LAMF Global Ventures Corp. I, a Cayman Islands exempted company (“LAMF”), Nuvo Group Ltd., a limited liability company organized under the laws of the State of Israel (“Nuvo”), Nuvo Assetco Corp., a Cayman Islands exempted company and a wholly owned subsidiary of the Company (“Assetco”), and H.F.N Insight Merger Company Ltd., a limited liability company organized under the laws of the State of Israel and a wholly owned subsidiary of LAMF (“Merger Sub”) (the “Business Combination”). Pursuant to the Business Combination Agreement, one day prior to the closing of the Business Combination, LAMF will be merged with and into Assetco (the “SPAC Merger”) and Assetco will continue as the surviving corporation (Assetco, in its capacity as the surviving entity of the SPAC Merger, the “SPAC Surviving Company”). On the date of the closing of the Business Combination (the “Closing”), Merger Sub will be merged with and into Nuvo (the “Acquisition Merger”) and Nuvo will continue as the surviving corporation (Nuvo, in its capacity as the surviving entity of the Acquisition Merger, the “Acquisition Surviving Sub”). Following the consummation of the transactions contemplated by the Business Combination Agreement, the Company will be the surviving publicly-traded corporation. In addition, following the consummation of such transactions, the SPAC Surviving Company shall distribute any remaining funds in the trust account to Holdco and shall be liquidated. However, the consummation of the transactions contemplated by the Business Combination Agreement is subject to numerous conditions, and there can be no assurances that such conditions will be satisfied. | |
Basis of accounting | Basis of accounting The consolidated balance sheets have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Separate statements of changes in equity, operations, comprehensive income, and cash flows have not been presented in the consolidated Financial Statements because there have been no | |
Prepaid expenses - Transaction costs in an offering of equity securities | Prepaid expenses - Transaction costs in an offering of equity securities In the event of offering of equity securities, incremental costs that otherwise would not have been incurred are deferred and capitalized in the balance sheet as a financial asset at amortized cost instead of expensed as incurred. When cash is received from investors as part of the offering, such deferred incremental costs are derecognised and deducted from additional paid-in capital. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of restricted cash and cash equivalents | Schedule of restricted cash and cash equivalents December 31, 2023 2022 Cash and cash equivalents $ 553 $ 837 Restricted cash - current assets - 271 Restricted cash - long-term assets 28 34 Total cash, cash equivalents, and restricted cash $ 581 $ 1,142 |
Schedule of estimated useful lives of the assets | Schedule of estimated useful lives of the assets % Computers and software 33 Office furniture and equipment 6 15 Electronic equipment 12 25 Leasehold improvements Over the shorter of the related lease period or the life of the asset |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue recognition | Schedule of revenue recognition Year Ended 2023 Amount Percentage of Revenue Sale of belts 78 44 Refurbishment revenue 5 3 Subscription revenue 93 53 Total revenue $ 176 100 % Year Ended 2023 Amount Percentage of Revenue Israel $ 12 7 United States 164 93 Total revenue $ 176 100 % |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other current assets | Schedule of Other current assets December 31, 2023 2022 Government authorities 1 $ 336 $ 274 Advances to vendors 432 489 Prepaid expenses 175 163 Other 21 36 Total other current assets $ 964 $ 962 1 Other current assets related to government authorities is primarily related to value-added tax (“VAT”) receivables. |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Schedule of property and equipment, net December 31, 2023 2022 Cost: Computers and software $ 779 $ 760 Office, furniture and equipment 535 520 Electronic equipment 608 604 Property and equipment, gross 1,922 1,884 Less: accumulated depreciation 1,181 975 Property and equipment, net $ 741 $ 909 |
OTHER ACCRUALS (Tables)
OTHER ACCRUALS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Accruals | |
Schedule of other accruals | Schedule of other accruals December 31, 2023 2022 Employees and payroll accruals $ 833 $ 1,058 Accrued expenses 1,861 987 Accrued vacation and recuperation 233 333 Tax liability 140 1,180 Deferred revenues 24 - Other 217 169 Total other accruals $ 3,307 $ 3,727 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of future maturities of debt | Schedule of future maturities of debt Fiscal years ended December 31, Amount 2024 $ 10,641 2025 - 2026 1,800 Thereafter - Total debt outstanding $ 12,441 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measures | Schedule of fair value measures Convertible SAFE Balance as of January 1, 2022 $ - $ 26,577 Issuance consideration 7,435 2,350 Changes in fair value 1,674 (2,645 ) Balance as of December 31, 2022 $ 9,109 $ 26,282 Issuance consideration 495 - Repayment of principal and accrued interest (1,384 ) - Changes in fair value 2,158 (10,223 ) Balance as of December 31, 2023 $ 10,378 $ 16,059 |
Schedule of measuring the Convertible Loans and SAFEs | Schedule of measuring the Convertible Loans and SAFEs de-SPAC Staying Transactions Private Valuation Valuations Key assumptions: 35 % 65 % Probability weighting Time to liquidity (in years) 0.22 0.37 Expected volatility 80 % 80 % Risk-free interest rate 5.37 % 5.37 % Expected dividend yield - - Equity value (in thousands) $ 300,000 $ 50,640 A summary of significant inputs (Level 3 inputs) used in measuring the Convertible Loans and SAFEs as of December 31, 2022, is as follows: Equity Liquidity Financing Event Scenario Scenario Key assumptions: Probability weighting 80 % 20 % Time to liquidity (in years) 1.25 0.25 Expected volatility 60 % 60 % Risk-free interest rate 5 % 4 % Expected dividend yield 0 % 0 % Equity value (in thousands) $ 151,303 $ 151,303 |
Schedule of Contingent Forwards Redeemable Crossover Preferred Shares | Schedule of Contingent Forwards Redeemable Crossover Preferred Shares SPAC Staying Weighted Transaction Private Average Scenario Scenario Value Probability 35 % 65 % Incentive shares $ 21,597 $ - $ 7,559 Redeemable crossover preferred shares 15,675 28,574 24,059 Redeemable crossover preferred - put option 21,326 - 7,464 Fair value of redeemable crossover preferred shares $ 58,598 $ 28,574 $ 39,082 |
Schedule of measuring the non-recurring warrants | Schedule of measuring the non-recurring warrants December 31, Exercise price NIS 0.01 Expected term (in years) 3.0 4.0 Current price of the underlying share $ 2.80 Expected volatility of the underlying share 59.45 73.16 Expected dividend yield on the underlying share 0.0 Risk-free interest rate 4.12 4.04 |
SHAREHOLDERS_ CAPITAL DEFICIE_2
SHAREHOLDERS’ CAPITAL DEFICIENCY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of fair value of options granted under the stock option | Schedule of fair value of options granted under the stock option December 31, 2023 2022 Risk-free interest rates 3.64 4.95% 2.97 Expected life of options 2.5 6.1 6.25 Expected volatility 67.00 71.00 70.00 Expected dividend yield 0.00 0.00 |
Schedule of share-based compensation expense | Schedule of share-based compensation expense Years Ended 2023 2022 2021 Research and development, net $ 1,346 1,664 2,784 Sales and marketing 508 1,787 448 General and administrative 1,241 4,323 6,517 Total share-based compensation expense $ 3,095 $ 7,774 $ 9,749 |
Schedule of stock option activity | Schedule of stock option activity Number of Weighted Average Weighted Average Aggregate Balance at January 1, 2023 4,710,727 $ 5.16 4.26 $ 13,681 Granted 967,472 4.21 Forfeit (219,764 ) 8.04 Expired (202,463 ) 6.29 Exercised (55,565 ) 5.55 $ 12 Balance at December 31, 2023 5,200,407 $ 4.37 7.53 7,472 Vested and expected to vest at December 31, 2022 4,710,727 $ 5.16 4.26 $ 13,681 Vested and expected to vest at December 31, 2023 5,200,407 $ 4.37 7.53 $ 7,472 Exercisable at December 31, 2022 3,333,715 $ 3.28 1.13 $ 11,175 Exercisable at December 31, 2023 4,165,659 $ 3.33 7.40 $ 7,215 |
RESEARCH AND DEVELOPMENT, NET (
RESEARCH AND DEVELOPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
Schedule of Research and development, net | Schedule of Research and development, net Years Ended 2023 2022 2021 Salaries and wages $ 4,734 $ 5,557 $ 5,293 Share-based compensation 1,346 1,664 2,784 Rent, office and utilities, software licenses and communication 1,740 1,834 1,924 Professional services 486 556 215 Other 18 359 254 Research and development, gross $ 8,324 $ 9,970 $ 10,470 Less - participation of R&D expenses (see note 2u) 1 - (77 ) - Research and development, net $ 8,324 $ 9,893 $ 10,470 1 Participation of R&D expenses represents government grants received from the IIA. Refer to note 2 for additional information. |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred income tax assets | Schedule of deferred income tax assets December 31, 2023 2022 Carry forward tax losses $ 17,594 $ 17,372 Research and development expenses, net 1,670 1,835 Convertible loans 1,141 483 Other temporary differences 80 144 $ 20,485 $ 19,834 Less - valuation allowance (20,485 ) (19,834 ) $ - $ - Valuation allowance Balance at beginning of year $ 19,834 $ 16,212 Losses during the year 651 3,622 Balance at end of year $ 20,485 $ 19,834 |
Schedule of changes in the valuation allowance | Schedule of changes in the valuation allowance December 31, 2023 2022 2021 Balance at the beginning of the year $ 19,834 $ 16,212 $ 12,491 Changes during the year: Losses during the year (including foreign exchange rate effect) 651 3,622 3,721 Balance at the end of the year $ 20,485 $ 19,834 $ 16,212 |
Schedule of uncertain tax positions | Schedule of uncertain tax positions December 31, 2023 2022 Balance at the beginning of the year $ 1,180 $ 413 Increase in uncertain tax position because of tax positions taken during the year: (1,040 ) 767 Balance at the end of the year $ 140 $ 1,180 |
NET LOSS PER SHARE ATTRIBUTAB_2
NET LOSS PER SHARE ATTRIBUTABLE TO SHAREHOLDERS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share attributable to Shareholders | Schedule of basic and diluted net loss per share attributable to Shareholders Year Ended 2023 2022 2021 Numerator: Net loss $ (33,655 ) $ (20,679 ) $ (34,512 ) Denominator: Weighted-average ordinary shares outstanding used in computing net loss per share attributable to shareholders 15,495,298 15,477,374 15,391,244 Weighted average fully vested options and warrants for the Company’s Ordinary Shares at an exercise price of NIS 0.01 per share 2,551,444 1,546,023 1,573,483 Weighted average number of shares 18,046,742 17,023,397 16,964,727 Net loss per share attributable to shareholders, basic and diluted $ (1.86 ) $ (1.21 ) $ (2.03 ) |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of related party balances | Schedule of related party balances December 31, 2023 2022 SAFE liability due to related parties $ 349 $ 571 Convertible loans due to related parties $ 2,416 $ 2,349 Crossover preferred shares and incentives shares issued to related parties $ 596 $ - Bridge loans due to related parties $ 400 $ - |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 553 | $ 837 |
Restricted cash - current assets | 271 | |
Restricted cash - long-term assets | 28 | 34 |
Total cash, cash equivalents, and restricted cash | $ 581 | $ 1,142 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Business combination description | On July 12, 2023, both parties entered into another LOI with an expiry date of August 14, 2024 (see below). The LOI contemplates a valuation of the Company before the BCA’s execution of $269,000, excluding a seller earnout of approximately $31,000 for the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended |
Dec. 31, 2023 | |
Computer Software, Intangible Asset [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 33 |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 6 |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 15 |
Electronic Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 12 |
Electronic Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 25 |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | Over the shorter of the related lease period or the life of the asset |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | |||
Expected credit loss | $ 0 | $ 0 | |
Impairment losses | $ 0 | 0 | |
Salary rate | 8.33% | ||
Severance pay expenses | $ 472 | 393 | $ 357 |
Severance pay expenses for employees | 177 | 58 | $ 24 |
Other assets included finished goods | 412 | 0 | |
Work in process | $ 0 | 0 | |
Research and development | $ 77 | ||
Royalty [Member] | |||
Product Information [Line Items] | |||
Sale of product | 100% | ||
Royalty [Member] | Minimum [Member] | |||
Product Information [Line Items] | |||
Sale of product | 3% | ||
Royalty [Member] | Maximum [Member] | |||
Product Information [Line Items] | |||
Sale of product | 3.50% | ||
Two Customers [Member] | Revenue from Contract with Customer Benchmark [Member] | |||
Product Information [Line Items] | |||
Concentrations of risk | 10% | ||
Two Customers [Member] | Accounts Receivable [Member] | |||
Product Information [Line Items] | |||
Concentrations of risk | 10% |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 176 | $ 0 | $ 0 |
Percentage of Revenue | 100% | ||
ISRAEL | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 12 | ||
Percentage of Revenue | 7% | ||
UNITED STATES | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 164 | ||
Percentage of Revenue | 93% | ||
Sale Of Belts [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 78 | ||
Percentage of Revenue | 44% | ||
Refurbishment Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 5 | ||
Percentage of Revenue | 3% | ||
Subscription Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 93 | ||
Percentage of Revenue | 53% |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Revenues | $ 176 | $ 0 | $ 0 |
Accounts receivable | 17 | 0 | |
Deferred revenue current | 24 | $ 0 | |
Deferred revenue non current | $ 0 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Government authorities | [1] | $ 336 | $ 274 |
Advances to vendors | 432 | 489 | |
Prepaid expenses | 175 | 163 | |
Other | 21 | 36 | |
Total other current assets | $ 964 | $ 962 | |
[1]Other current assets related to government authorities is primarily related to value-added tax (“VAT”) receivables. |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,922 | $ 1,884 |
Less: accumulated depreciation | 1,181 | 975 |
Property and equipment, net | 741 | 909 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 779 | 760 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 535 | 520 |
Electronic Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 608 | $ 604 |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expenses | $ 206 | $ 495 | $ 214 |
Dispose of any property and equipment | $ 0 | $ 0 | $ 0 |
OPERATING AND SHORT-TERM LEAS_2
OPERATING AND SHORT-TERM LEASES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | 44 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Aug. 31, 2022 | Aug. 31, 2021 | |
Operating And Short-term Leases | |||||
Rent expenses | $ 30 | $ 57 | |||
Right-of-use asset and liability | 3,188 | $ 5 | |||
Leased improvements | 248 | ||||
Operating lease | $ 482 | $ 799 | |||
Annual consideration | $ 280 | $ 240 |
OTHER ACCRUALS (Details)
OTHER ACCRUALS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Accruals | ||
Employees and payroll accruals | $ 833 | $ 1,058 |
Accrued expenses | 1,861 | 987 |
Accrued vacation and recuperation | 233 | 333 |
Tax liability | 140 | 1,180 |
Deferred revenues | 24 | |
Other | 217 | 169 |
Total other accruals | $ 3,307 | $ 3,727 |
REDEEMABLE CROSSOVER PREFERRE_2
REDEEMABLE CROSSOVER PREFERRED SHARES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Redeemable Crossover Preferred Shares | ||||
Share price | $ 7.0265 | |||
Proceeds from redeemable crossover preferred shares | $ 13,000 | $ 13,000 | ||
Proceeds from related party | $ 245 | |||
Number of shares issued | $ 36,000 |
SAFE LIABILITY (Details Narrati
SAFE LIABILITY (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||||
Aug. 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Safe liability | $ 16,059 | $ 26,282 | |||
Other liability | $ 150,000 | 150,000 | |||
Investor [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Convertible loan | 99 | ||||
Safe Liability [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Safe liability | $ 2,350 | $ 18,267 | $ 2,362 | ||
Other liability | $ 200,000 | $ 12,638 | $ 200,000 | ||
Conversion discount | 25% | 25% | 25% | 25% | 15% |
Proceeds from equity | $ 20,000 | ||||
Convertible loan | $ 1,366 | $ 1,267 | |||
Safe Liability One [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Safe liability | 2,150 | $ 5,529 | |||
Other liability | $ 200,000 | 400,000 | 400,000 | ||
Safe Liability Two [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Safe liability | 200 | 100 | |||
Other liability | $ 625,000 | $ 625,000 |
DEBT (Details)
DEBT (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 10,641 |
2025 | |
2026 | 1,800 |
Thereafter | |
Total debt outstanding | $ 12,441 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Aug. 17, 2023 | Jan. 31, 2024 | Aug. 31, 2023 | Apr. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | ||||||||
Equity investment | $ 15,000 | |||||||
Proceeds from equity investment | 15,000 | |||||||
Conversion amount | $ 350,000 | |||||||
Discount rate | 75% | |||||||
Repayment of debt | $ 1,100 | |||||||
Interest payable | 1,164 | |||||||
Other liability | $ 150,000 | 150,000 | ||||||
Bridge loans | $ 949 | |||||||
Share price | $ 7.0265 | |||||||
Warrants issued | 1,112,930 | |||||||
Debt discount | $ 865 | |||||||
Warrants exercised | 0 | |||||||
Warrants outstanding | 512,346 | |||||||
Additional paid-in capital upon issuance of the warrants | $ 865 | |||||||
Third Year Anniversary [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Warrants issued | 796,938 | |||||||
Fourth Year Anniversary [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Warrants issued | 315,947 | |||||||
Warrants [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Warrants issued | 512,346 | |||||||
Warrants outstanding | 1,458,337 | |||||||
Additional paid-in capital upon issuance of the warrants | $ 2,364 | |||||||
Subsequent Event [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Additional financing | $ 3,014 | |||||||
Warrants issued | 600,584 | |||||||
Safe Liability [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Convertible loan | 1,366 | $ 1,267 | ||||||
Other liability | $ 200,000 | $ 12,638 | $ 200,000 | |||||
Conversion discount | 25% | 25% | 25% | 25% | 15% | |||
Related Party [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Convertible loan | $ 2,350 | |||||||
Bridge loans | $ 400 | |||||||
Warrants issued | 113,855 | |||||||
Debt discount | $ 193 | |||||||
Investor [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Convertible loan | $ 99 | |||||||
Lender [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest rate | 15% | |||||||
Bridge loans | $ 1,000 | |||||||
Lender [Member] | Subsequent Event [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Additional financing | $ 750 | |||||||
Third Parties [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Additional financing from third parties | 2,000 | |||||||
Additional financing | $ 3,014 | $ 2,050 | ||||||
Third Parties [Member] | Subsequent Event [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Additional financing | $ 1,110 | |||||||
Promissory Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest rate | 15% | |||||||
Secured promissory note | $ 250 | |||||||
Conversion price | $ 7.0265 | |||||||
Convertible Loans [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Convertible loan | $ 1,100 | $ 495 | $ 7,435 | |||||
Interest rate | 2% | 2% | ||||||
Repayment of debt | 1,384 | |||||||
Interest payable | $ 284 | |||||||
Noteholders [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest rate | 20% |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Safe liability, beginning | $ 26,282 | |
Safe liability, ending | 16,059 | $ 26,282 |
Convertible Loans [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Convertible loans, beginning | 9,109 | |
Issuance consideration | 495 | 7,435 |
Repayment of principal and accrued interest | (1,384) | |
Changes in fair value | 2,158 | 1,674 |
Convertible loans, ending | 10,378 | 9,109 |
Safe Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Safe liability, beginning | 26,282 | 26,577 |
Issuance consideration | 2,350 | |
Repayment of principal and accrued interest | ||
Changes in fair value | (10,223) | (2,645) |
Safe liability, ending | $ 16,059 | $ 26,282 |
FAIR VALUE MEASUREMENT (Detai_2
FAIR VALUE MEASUREMENT (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Time to liquidity | 6 years 3 months | |
Expected volatility | 70% | |
Risk-free interest rate | 2.97% | |
Expected dividend yield | 0% | 0% |
De S P A C Transactions Valuation [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Key assumptions | 35% | |
Time to liquidity | 2 months 19 days | |
Expected volatility | 80% | |
Risk-free interest rate | 5.37% | |
Expected dividend yield | (0.00%) | |
Equity value | $ 300,000 | |
Staying Private Valuations [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Key assumptions | 65% | |
Time to liquidity | 4 months 13 days | |
Expected volatility | 80% | |
Risk-free interest rate | 5.37% | |
Expected dividend yield | (0.00%) | |
Equity value | $ 50,640 | |
Equity Financing Scenario [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Time to liquidity | 1 year 3 months | |
Expected volatility | 60% | |
Risk-free interest rate | 5% | |
Expected dividend yield | 0% | |
Equity value | $ 151,303 | |
Probability weighting | 80% | |
Liquidity Event Scenario [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Time to liquidity | 3 months | |
Expected volatility | 60% | |
Risk-free interest rate | 4% | |
Expected dividend yield | 0% | |
Equity value | $ 151,303 | |
Probability weighting | 20% |
FAIR VALUE MEASUREMENT (Detai_3
FAIR VALUE MEASUREMENT (Details 2) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Redeemable crossover preferred shares | shares | 34,868 |
S P A C Transaction Scenario [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Probability weighting | 35% |
Incentive shares | $ 21,597 |
Redeemable crossover preferred shares | shares | 15,675 |
Redeemable crossover preferred - put option | $ 21,326 |
Fair value of redeemable crossover preferred shares | $ 58,598 |
Staying Private Scenario [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Probability weighting | 65% |
Incentive shares | |
Redeemable crossover preferred shares | shares | 28,574 |
Redeemable crossover preferred - put option | |
Fair value of redeemable crossover preferred shares | 28,574 |
Weighted Average Value [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Incentive shares | $ 7,559 |
Redeemable crossover preferred shares | shares | 24,059 |
Redeemable crossover preferred - put option | $ 7,464 |
Fair value of redeemable crossover preferred shares | $ 39,082 |
FAIR VALUE MEASUREMENT (Detai_4
FAIR VALUE MEASUREMENT (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term (in years) | 6 years 3 months | |
Expected volatility of the underlying share | 70% | |
Expected dividend yield on the underlying share | 0% | 0% |
Risk-free interest rate | 2.97% | |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term (in years) | 2 years 6 months | |
Expected volatility of the underlying share | 67% | |
Risk-free interest rate | 3.64% | |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term (in years) | 6 years 1 month 6 days | |
Expected volatility of the underlying share | 71% | |
Risk-free interest rate | 4.95% | |
Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price | $ 0.01 | |
Current price of the underlying share | $ 2.80 | |
Expected dividend yield on the underlying share | 0% | |
Warrants [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term (in years) | 3 years | |
Expected volatility of the underlying share | 59.45% | |
Risk-free interest rate | 4.12% | |
Warrants [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term (in years) | 4 years | |
Expected volatility of the underlying share | 73.16% | |
Risk-free interest rate | 4.04% |
FAIR VALUE MEASUREMENT (Detai_5
FAIR VALUE MEASUREMENT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Redeemable crossover preferred shares issued | 1,850,147 | ||
Change in fair value of financial instruments | $ 18,017 | $ (971) | $ 5,948 |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Change in fair value of financial instruments | 26,082 | ||
Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Redeemable crossover preferred put pption | 13,000 | ||
Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Redeemable crossover preferred put pption | $ 39,082 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Loss Contingencies [Line Items] | |
Accrued interest | $ 1,164 |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Royalties rate | 3% |
Maximum [Member] | |
Loss Contingencies [Line Items] | |
Royalties rate | 3.50% |
SHAREHOLDERS' CAPITAL DEFICIENC
SHAREHOLDERS' CAPITAL DEFICIENCY (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Risk-free interest rate | 2.97% | |
Expected life of options | 6 years 3 months | |
Expected volatility | 70% | |
Expected dividend yield | 0% | 0% |
Minimum [Member] | ||
Risk-free interest rate | 3.64% | |
Expected life of options | 2 years 6 months | |
Expected volatility | 67% | |
Maximum [Member] | ||
Risk-free interest rate | 4.95% | |
Expected life of options | 6 years 1 month 6 days | |
Expected volatility | 71% |
SHAREHOLDERS' CAPITAL DEFICIE_2
SHAREHOLDERS' CAPITAL DEFICIENCY (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Research and development, net | $ 1,346 | $ 1,664 | $ 2,784 |
Sales and marketing | 508 | 1,787 | 448 |
General and administrative | 1,241 | 4,323 | 6,517 |
Total share-based compensation expense | $ 3,095 | $ 7,774 | $ 9,749 |
SHAREHOLDERS' CAPITAL DEFICIE_3
SHAREHOLDERS' CAPITAL DEFICIENCY (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares, exercised | (86,129) | |
Aggregate intrinsic value, exercised | $ 12 | $ 178 |
Vested and expected to vest | 5,200,407 | 4,710,727 |
Equity Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares outstanding - beginning | 4,710,727 | |
Weighted average exercise price - beginning | $ 5.16 | |
Weighted average contractural term | 7 years 6 months 10 days | 4 years 3 months 3 days |
Aggregate intrinsic value, beginning | $ 13,681 | |
Number of shares, granted | 967,472 | |
Weighted average exercise price, granted | $ 4.21 | |
Number of shares, forfeited | (219,764) | |
Weighted average exercise price, forfeited | $ 8.04 | |
Number of shares, expired | (202,463) | |
Weighted average exercise price, expired | $ 6.29 | |
Number of shares, exercised | (55,565) | |
Weighted average exercise price, exercised | $ 5.55 | |
Aggregate intrinsic value, exercised | $ 12 | |
Shares outstanding - ending | 5,200,407 | 4,710,727 |
Weighted average exercise price - ending | $ 4.37 | $ 5.16 |
Aggregate intrinsic value, ending | $ 7,472 | $ 13,681 |
Weighted average exercise price, Vested and expected to vest | $ 4.37 | $ 5.16 |
Weighted average contractural term, Vested and expected to vest | 7 years 6 months 10 days | 4 years 3 months 3 days |
Aggregate intrinsic value, vested and expected to vest | $ 7,472 | $ 13,681 |
Shares exercisable | 4,165,659 | 3,333,715 |
Weighted average exercise price - exercisable | $ 3.33 | $ 3.28 |
Weighted average contractural term | 7 years 4 months 24 days | 1 year 1 month 17 days |
Aggregate intrinsic value, exercisable | $ 7,215 | $ 11,175 |
SHAREHOLDERS_ CAPITAL DEFICIE_3
SHAREHOLDERS’ CAPITAL DEFICIENCY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
May 20, 2015 | Nov. 17, 2021 | Dec. 31, 2015 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option exercised | 86,129 | ||||||
Ordinary shares in consideration | $ 38 | ||||||
Warrants granted | 45,238 | ||||||
Warrants exercise price | $ 0.01 | ||||||
Weighted-average grant date fair value of options granted | $ 2.16 | $ 4.57 | |||||
Intrinsic value of options exercised | $ 12 | $ 178 | |||||
Aggregate grant-date fair value of options vested | $ 5,438 | 6,510 | |||||
Cash received from option exercises | 411 | ||||||
Shares issued | 28,479 | ||||||
Cashless exercise of options | $ 55,565 | ||||||
Share-based compensation | 3,095 | $ 7,774 | $ 9,750 | ||||
Unrecognized stock compensation expense | $ 1,839 | ||||||
Strike price | $ 7.0265 | ||||||
Directors [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option granted | 213,906 | 23,138 | |||||
Chief Innovation Officer [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option granted | 346,575 | 600,000 | 75,000 | ||||
Strike price | $ 0.01 | ||||||
Shares Incentive Plan 2015 [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option granted | 1,000,000 | 4,450,000 |
RESEARCH AND DEVELOPMENT, NET_2
RESEARCH AND DEVELOPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Research and Development [Abstract] | ||||
Salaries and wages | $ 4,734 | $ 5,557 | $ 5,293 | |
Share-based compensation | 1,346 | 1,664 | 2,784 | |
Rent, office and utilities, software licenses and communication | 1,740 | 1,834 | 1,924 | |
Professional services | 486 | 556 | 215 | |
Other | 18 | 359 | 254 | |
Research and development, gross | 8,324 | 9,970 | 10,470 | |
Less - participation of R&D expenses (see note 2u) | [1] | (77) | ||
Research and development, net | $ 8,324 | $ 9,893 | $ 10,470 | |
[1]Participation of R&D expenses represents government grants received from the IIA. Refer to note 2 for additional information. |
TAXES ON INCOME (Details)
TAXES ON INCOME (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Carry forward tax losses | $ 17,594 | $ 17,372 |
Research and development expenses, net | 1,670 | 1,835 |
Convertible loans | 1,141 | 483 |
Other temporary differences | 80 | 144 |
Deferred income tax assets, gross | 20,485 | 19,834 |
Less: Valuation Allowance | (20,485) | (19,834) |
Deferred income tax assets, net | ||
Valuation Allowance, beginning | 19,834 | 16,212 |
Losses during the year | 651 | 3,622 |
Valuation Allowance, ending | $ 20,485 | $ 19,834 |
TAXES ON INCOME (Details 1)
TAXES ON INCOME (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Changes in the valuation allowance, begining | $ 19,834 | $ 16,212 | $ 12,491 |
Losses during the year (including foreign exchange rate effect) | 651 | 3,622 | 3,721 |
Changes in the valuation allowance, ending | $ 20,485 | $ 19,834 | $ 16,212 |
TAXES ON INCOME (Details 2)
TAXES ON INCOME (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Uncertain tax positions, beginning | $ 1,180 | $ 413 |
Increase in uncertain tax position because of tax positions taken during the year | (1,040) | 767 |
Uncertain tax positions, ending | $ 140 | $ 1,180 |
TAXES ON INCOME (Details Narrat
TAXES ON INCOME (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax rate | 23% | |
U.S. federal tax | 21% | |
Accumulated losses for tax | $ 74,442 | |
Carryforward losses | 2,247 | |
Interest and penalties | $ 0 | $ 0 |
NET LOSS PER SHARE ATTRIBUTAB_3
NET LOSS PER SHARE ATTRIBUTABLE TO SHAREHOLDERS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (33,655) | $ (20,679) | $ (34,512) |
Weighted-average ordinary shares outstanding used in computing net loss per share attributable to shareholders | 15,495,298 | 15,477,374 | 15,391,244 |
Weighted average fully vested options and warrants for the Company’s Ordinary Shares at an exercise price of NIS 0.01 per share | 2,551,444 | 1,546,023 | 1,573,483 |
Weighted average number of shares | 18,046,742 | 17,023,397 | 16,964,727 |
Net loss per share attributable to shareholders, basic and diluted | $ (1.86) | $ (1.21) | $ (2.03) |
NET LOSS PER SHARE ATTRIBUTAB_4
NET LOSS PER SHARE ATTRIBUTABLE TO SHAREHOLDERS (Details Narrative) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Antidilutive shares | 3,642,987 | 3,160,699 | 3,454,104 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party Transactions [Abstract] | ||
SAFE liability due to related parties | $ 349 | $ 571 |
Convertible loans due to related parties | 2,416 | 2,349 |
Crossover preferred shares and incentives shares issued to related parties | 596 | |
Bridge loans due to related parties | $ 400 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
May 29, 2023 | Nov. 17, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||||||
Interest expenses | $ 749 | $ 21 | $ 0 | |||
Warrants issued | 1,112,930 | |||||
Debt discount | $ 865 | |||||
Proceeds from investments related parties | $ 245 | |||||
Redeemable crossover preferred shares | 34,868 | |||||
Payment for fees | $ 300,000 | |||||
Vested options | 60,000 | |||||
Share-based compensation expenses | $ 157 | |||||
Consulting expenses | 75 | |||||
Commitment to shareholder | 1,945 | |||||
Changes in fair value of commitment to shareholder | 1,036 | 1,500 | (3,445) | |||
Settlement of commitment to shareholder | 909 | |||||
Monthly payments | $ 32 | |||||
Total payments | 384 | |||||
Severance payments | 177 | |||||
Other amounts | $ 32 | |||||
Chief Innovation Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Option to purchase | 346,575 | |||||
Options granted | 346,575 | 600,000 | 75,000 | |||
Research and Development Expense [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | $ 182 | 45 | 0 | |||
General and Administrative Expense [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | $ 50 | $ 0 | $ 0 | |||
Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants issued | 113,855 | |||||
Debt discount | $ 193 | |||||
Proceeds from investments related parties | $ 600 | |||||
Redeemable crossover preferred shares | 85,390 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Jan. 31, 2024 | Apr. 30, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||||
Warrants issued | 1,112,930 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Issuance of additional paid-in capital | $ 988 | |||
Warrants issued | 600,584 | |||
Additional financing | $ 3,014 | |||
Exercise price per share | $ 2.80 | |||
Option outstanding | 1,041,966 | |||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||
Subsequent Event [Line Items] | ||||
Option granted | 750,000 | |||
Subsequent Event [Member] | Chief Financial Officer [Member] | ||||
Subsequent Event [Line Items] | ||||
Option granted | 140,000 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | $ (14,956,000) | $ (13,471,000) | $ (14,354,000) | |
Holdco Nuvo Group D G Ltd [Member] | ||||
Operating activities | $ 0 |
Related party transaction wit_2
Related party transaction with Nuvo Group Ltd (Details Narrative) | 5 Months Ended |
Dec. 31, 2023 USD ($) | |
Holdco Nuvo Group D G Ltd [Member] | |
Transaction costs | $ 99,160 |
Share capital (Details Narrativ
Share capital (Details Narrative) - shares | Dec. 31, 2023 | Jul. 20, 2023 | Dec. 31, 2022 |
Common stock, shares issued | 15,505,853 | 15,477,374 | |
Common stock, shares authorized | 40,000,000 | 40,000,000 | |
Holdco Nuvo Group D G Ltd [Member] | |||
Common stock, shares issued | 1,000,000 | 1,000,000 | |
Common stock, shares authorized | 10,000,000 | 10,000,000 |