Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-22908 | ||
Entity Registrant Name | NOVELSTEM INTERNATIONAL CORP. | ||
Entity Central Index Key | 0000912544 | ||
Entity Tax Identification Number | 65-0385686 | ||
Entity Incorporation, State or Country Code | FL | ||
Entity Address, Address Line One | 2255 Glades Road | ||
Entity Address, Address Line Two | Suite 221A | ||
Entity Address, City or Town | Boca Raton | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33431 | ||
City Area Code | (410) | ||
Local Phone Number | 654-3315 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 8,907,480 | ||
Entity Common Stock, Shares Outstanding | 46,881,475 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 677 | ||
Auditor Name | Cherry Bekaert LLP | ||
Auditor Location | Fort Lauderdale, Florida |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets | |||
Cash and cash equivalents | $ 6,346 | $ 8,666 | |
Accounts receivable, administrative fees | 12,000 | ||
Prepaid share-based payment | 40,561 | 28,316 | |
Total current assets | 58,907 | 36,982 | |
Non-current assets | |||
Investment in Netco | 137,011 | 137,011 | |
Investment in NewStem | 2,090,286 | 2,435,155 | |
Total assets | 2,286,204 | 2,609,148 | |
Current liabilities | |||
Accounts payable | 21,203 | 49,777 | |
Note payable | 100,000 | ||
Accrued expenses | 43,673 | 43,425 | |
Total Current liabilities | 64,876 | 193,202 | |
Non-current liabilities | |||
Long-term note payable, including accrued interest | 288,450 | ||
Total liabilities | 353,326 | 193,202 | |
Commitments and contingent liabilities | |||
Shareholders’ equity | |||
Ordinary shares | 468,815 | 468,815 | |
Additional paid-in capital | 290,604,327 | 290,321,665 | |
Accumulated deficit | (288,940,510) | (288,174,780) | |
Treasury stock, at cost, 3,435,197 shares at December 31, 2022 and 2021 | (199,754) | (199,754) | |
Total shareholders’ equity | 1,932,878 | 2,415,946 | |
Total liabilities and shareholders’ equity | 2,286,204 | 2,609,148 | |
New Stem Limited [Member] | |||
Current assets | |||
Cash and cash equivalents | 878,000 | 601,000 | |
Prepaid share-based payment | 771,000 | ||
Other current assets | 33,000 | 53,000 | |
Total current assets | 911,000 | 1,425,000 | |
Non-current assets | |||
Property and equipment, net | 23,000 | 41,000 | |
Total assets | 934,000 | 1,466,000 | |
Current liabilities | |||
Accounts payable | 97,000 | 127,000 | |
Other liabilities | 100,000 | ||
Total Current liabilities | 97,000 | 227,000 | |
Non-current liabilities | |||
Convertible financial instrument | 121,000 | 134,000 | |
Total liabilities | 218,000 | 361,000 | |
Commitments and contingent liabilities | |||
Shareholders’ equity | |||
Ordinary shares | [1] | ||
Additional paid-in capital | 8,686,000 | 6,734,000 | |
Accumulated deficit | (7,970,000) | (5,629,000) | |
Total shareholders’ equity | 716,000 | 1,105,000 | |
Total liabilities and shareholders’ equity | $ 934,000 | $ 1,466,000 | |
[1]Represents an amount less than $1 thousands. |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 50,316,672 | 50,316,672 |
Common stock, shares outstanding | 46,881,475 | 46,881,475 |
Treasury stock, shares | 3,435,197 | 3,435,197 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||
Administrative fee income | $ 12,000 | |
Operating expenses | ||
General and administrative expenses | 744,434 | 495,535 |
Contra expenses - legal fees | (310,000) | |
Total operating expenses | 434,434 | 495,535 |
Operating loss | (422,434) | (495,535) |
Interest expense | 11,018 | 6,825 |
Loss before income taxes | (433,452) | (502,360) |
Provision for income tax | ||
Loss for the year | (433,452) | (502,360) |
Equity in net loss of equity method investees | (719,802) | (843,268) |
Gain on dilution of equity method investment | 387,524 | |
Net loss | $ (765,730) | $ (1,345,628) |
Basic and diluted net loss per share: | ||
Net loss per share - basic and diluted | $ (0.02) | $ (0.03) |
Weighted average number of shares outstanding – basic | 46,881,475 | 44,259,559 |
Weighted average number of shares outstanding – diluted | 46,881,475 | 44,259,559 |
New Stem Limited [Member] | ||
Operating expenses | ||
Research and development expenses | $ 2,299,000 | $ 2,451,000 |
Less – grants and participations received | (200,000) | (90,000) |
Research and development expenses, net | 2,099,000 | 2,361,000 |
General and administrative expenses | 245,000 | 264,000 |
Operating loss | 2,344,000 | 2,625,000 |
Financial (income) expenses, net | (3,000) | 5,000 |
Loss for the year | 2,341,000 | 2,630,000 |
Net loss | $ (2,341,000) | $ (2,630,000) |
Statements of Shareholders' Equ
Statements of Shareholders' Equity - USD ($) | Common Stock [Member] | Common Stock [Member] New Stem Limited [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] New Stem Limited [Member] | Retained Earnings [Member] | Retained Earnings [Member] New Stem Limited [Member] | Treasury Stock [Member] | Total | New Stem Limited [Member] | |
Balance at Dec. 31, 2020 | $ 438,815 | [1] | $ 290,078,899 | $ 4,543,000 | $ (286,829,152) | $ (2,999,000) | $ (199,754) | $ 3,488,808 | $ 1,544,000 | |
Balance, shares at Dec. 31, 2020 | 43,881,477 | 150,000 | 3,435,197 | |||||||
Loss for the year | (1,345,628) | (2,630,000) | (1,345,628) | (2,630,000) | ||||||
Issuance of ordinary shares, net | $ 30,000 | (30,000) | ||||||||
Issuance of ordinary shares, net, shares | 2,999,998 | |||||||||
Stock based compensation | 272,766 | 239,000 | 272,766 | 239,000 | ||||||
Issuance of ordinary shares in exchange of services | [1] | 1,952,000 | 1,952,000 | |||||||
Issuance of ordinary shares in exchange of services, shares | 8,696 | |||||||||
Balance at Dec. 31, 2021 | $ 468,815 | [1] | 290,321,665 | 6,734,000 | (288,174,780) | (5,629,000) | $ (199,754) | $ 2,415,946 | 1,105,000 | |
Balance, shares at Dec. 31, 2021 | 46,881,475 | 158,696 | 3,435,197 | 46,881,475 | ||||||
Loss for the year | $ (386,799) | |||||||||
Balance at Jun. 30, 2022 | 2,152,491 | |||||||||
Balance at Dec. 31, 2021 | $ 468,815 | [1] | 290,321,665 | 6,734,000 | (288,174,780) | (5,629,000) | $ (199,754) | $ 2,415,946 | 1,105,000 | |
Balance, shares at Dec. 31, 2021 | 46,881,475 | 158,696 | 3,435,197 | 46,881,475 | ||||||
Loss for the year | $ (682,071) | |||||||||
Balance at Sep. 30, 2022 | 1,932,369 | |||||||||
Balance at Dec. 31, 2021 | $ 468,815 | [1] | 290,321,665 | 6,734,000 | (288,174,780) | (5,629,000) | $ (199,754) | $ 2,415,946 | 1,105,000 | |
Balance, shares at Dec. 31, 2021 | 46,881,475 | 158,696 | 3,435,197 | 46,881,475 | ||||||
Loss for the year | (765,730) | (2,341,000) | $ (765,730) | (2,341,000) | ||||||
Issuance of ordinary shares, net | [1] | 1,450,000 | 1,450,000 | |||||||
Issuance of ordinary shares, net, shares | 4,798 | |||||||||
Stock based compensation | 282,662 | 502,000 | 282,662 | 502,000 | ||||||
Balance at Dec. 31, 2022 | $ 468,815 | [1] | $ 290,604,327 | $ 8,686,000 | $ (288,940,510) | $ (7,970,000) | $ (199,754) | $ 1,932,878 | $ 716,000 | |
Balance, shares at Dec. 31, 2022 | 46,881,475 | 163,494 | 3,435,197 | 46,881,475 | ||||||
[1]Represents an amount less than $1 thousands. |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Loss for the year | $ (765,730) | $ (1,345,628) |
Adjustments required to reconcile loss to net cash used in operating | ||
Equity in loss of equity method investees | 719,802 | 843,268 |
Gain on dilution of equity method investment | (387,524) | |
Distribution from NetCo | 12,591 | 21,290 |
Accrued interest added to long-term note payable | 8,450 | |
Stock based compensation | 282,662 | 272,766 |
Change in operating assets and liabilities: | ||
Accounts receivable, administrative fees | (12,000) | |
Prepaid expenses | (12,245) | 2,919 |
Increase (decrease) in accounts payable | (28,574) | 20,706 |
Accrued expenses | 248 | 3,751 |
Net cash used in operating activities | (182,320) | (180,928) |
Cash flows from financing activities | ||
Proceeds from (repayment of) note payable, current | (100,000) | 100,000 |
Proceeds from long-term note payable | 280,000 | |
Net cash provided by financing activities | 180,000 | 100,000 |
Net increase (decrease) in cash and cash equivalents | (2,320) | (80,928) |
Cash and cash equivalents at the beginning of the year | 8,666 | 89,594 |
Cash and cash equivalents at the end of the year | 6,346 | 8,666 |
Cash paid during the year for: | ||
Interest | 8,320 | 1,073 |
New Stem Limited [Member] | ||
Cash flows from operating activities | ||
Loss for the year | (2,341,000) | (2,630,000) |
Adjustments required to reconcile loss to net cash used in operating | ||
Stock based compensation | 1,273,000 | 1,420,000 |
Depreciation | 18,000 | 12,000 |
Revaluation of marketable securities | 4,000 | |
Revaluation of convertible financial instrument | (13,000) | |
Change in operating assets and liabilities: | ||
Decrease (increase) in other current assets | 20,000 | (22,000) |
Increase (decrease) in other liabilities | (100,000) | 100,000 |
Increase (decrease) in accounts payable | (30,000) | 58,000 |
Net cash used in operating activities | (1,173,000) | (1,058,000) |
Cash flows from investing activities | ||
Proceeds from the sale of marketable securities | 774,000 | |
Purchase of property and equipment | (39,000) | |
Net cash provided by investing activities | 735,000 | |
Cash flows from financing activities | ||
Proceeds from a convertible financial instrument | 134,000 | |
Issuance of shares, net | 1,450,000 | |
Net cash provided by financing activities | 1,450,000 | 134,000 |
Net increase (decrease) in cash and cash equivalents | 277,000 | (189,000) |
Cash and cash equivalents at the beginning of the year | 601,000 | 790,000 |
Cash and cash equivalents at the end of the year | $ 878,000 | $ 601,000 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |
NATURE OF OPERATIONS | NOTE 1— NATURE OF OPERATIONS Description of Business NovelStem International Corp. (“NovelStem” or the “Company”) is a holding company whose principal assets are an approximate 31% 50% NewStem focuses on the development and commercialization of diagnostic technology that can predict patients’ anti-cancer drug resistance, allowing for targeted cancer treatments and the potential to reduce resistance to chemotherapy. NetCo is a legacy media business interest which owns “Net Force”, a book publishing franchise. Liquidity and Management’s Plans Since inception, the Company has accumulated a deficit of approximately $ 289,000,000 . The accumulated deficit of the Company subsequent to its business focus shift and name change in September 2018 is approximately $ 2,260,000 The Company will need to obtain additional funds to continue its operations. Management’s plans with regard to these matters include additional financing and fundraising until its equity investment in NewStem is profitable. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient cash from financing on terms acceptable to the Company, or that NewStem will become profitable (see Note 3). In May 2022, the Company entered into a finance agreement with two individuals who are shareholders and directors, which was amended in July 2022, to borrow up to $ 600,000 |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
NATURE OF OPERATIONS | Note 1 - General NATURE OF OPERATIONS A. NewStem Ltd. (“the Company”) was incorporated in September 2016 under the laws of the State of Israel and commenced its business operations in July 2018. B. The Company is a development stage company utilizing its pioneering intellectual property related to haploid human embryonic stem cells for the development of personalized diagnostics and therapeutics for genetic and epigenetic diseases. C. Since inception, the Company has accumulated a deficit of $ 7,970 The Company will need to obtain additional funds to continue its operations. Management’s plans with regard to these matters include continued development, marketing and licensing of its products, as well as seeking additional financing arrangements. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient cash from sales, licensing or financing on terms acceptable to the Company. The Company’s management has approved a contingent cost reductions in order to adjust future operation expenses to its cash balance. Following the fund-raising mentioned in Note 7D, and Note 12, and the Company’s adjustment of its future operation expenses, the Company believes that its cash resources are sufficient for the operations of the next 12 months. D. Definitions In these financial statements – 1. The Company – NewStem Ltd. 2. Related Party – Within its meaning in ASC 850, “Related Party Transactions”. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Financial Accounting Standards Board (“FASB”) has established the FASB Accounting Standards Codification (“ASC”) as the single source of authoritative GAAP. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. NOVELSTEM INTERNATIONAL CORP. Notes to Financial Statements Cash and Cash Equivalents Cash and cash equivalents include certain investments in highly liquid debt instruments with original maturities of three months or less at the date of purchase. The Company had no cash equivalents as of either year end presented. Equity Investments Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an Investee depends on an evaluation of several factors, including, among others, representation on the Investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the Investee company. When the Company’s carrying value in an equity method Investee company is reduced to zero, no further losses are recorded in the Company’s financial statements unless the Company guarantied obligations of the Investee company or has committed additional funding. When the Investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. The Company recognizes a gain or loss on dilution when the equity method Investee company issues stock to third parties. The Company reviews equity investments for impairment on an annual basis, or earlier if events or changes in circumstances indicate that the carrying amounts might not be recoverable. The Company holds a minority investment in an entity, NewStem, which is accounted for pursuant to the equity method of accounting. Additionally, the Company is a 50% Treasury Stock Shares of common stock repurchased are recorded at cost as treasury stock. NOVELSTEM INTERNATIONAL CORP. Notes to Financial Statements Stock-Based Compensation The Company accounts for stock-based awards in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all stock options, the Company recognizes expense over on an accelerated basis over the requisite service period (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility, expected term, and forfeiture rate. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. Options awarded to purchase shares of common stock issued to non-employees in exchange for services are accounted for as variable awards in accordance with applicable accounting principles. In the event of the termination of an employee, third party service provider, officer or Director’s service on the Board of the Company for any reason other than for cause, all of the Options which are then vested may be exercised within 18 months of such termination, provided that, in no event shall this extension period continue beyond the expiration of the term of the option(s). In addition, any such extension shall be applicable only to the extent that such option or options are vested and exercisable according to the terms of the Plan and this Agreement. Any unvested options are immediately terminated on the effective date of the termination. In the event of termination of an employee, third party service provider, officer or Director’s service for cause, all Options are forfeited and deemed cancelled and no longer exercisable on the date of termination. See Note 5 for the assumptions used to calculate the fair value of stock-based compensation. Upon the exercise of options, it is the Company’s policy to issue new shares rather than utilizing treasury shares. Income Taxes Deferred income taxes are determined using the asset and liability method in accordance with Accounting Standards Codification (“ASC”) Topic 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income taxes are measured using enacted tax rates expected to apply to taxable income in years in which such temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred income taxes is recognized in the statement of operations of the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. NOVELSTEM INTERNATIONAL CORP. Notes to Financial Statements Basic and Diluted Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares outstanding during the year, excluding treasury stock. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares outstanding plus the dilutive potential of common shares which would result from the exercise of stock options and warrants. The dilutive effects of stock options and warrants are excluded from the computation of diluted net income per share if the effect of doing so would be antidilutive. The following data represents the amounts used in computing earnings per share and the effect on net income (loss) and the weighted average number of shares of dilutive potential common stock: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OF DILUTIVE 2022 2021 Year Ended December 31, 2022 2021 Net loss available to common shareholders $ (765,730 ) $ (1,345,628 ) Weighted average shares outstanding: -Basic 46,881,475 44,259,559 Add: Warrants - - Add: Stock options - - -Diluted 46,881,475 44,259,559 Basic and diluted net loss per share $ (0.02 ) $ (0.03 ) Warrants and stock options excluded from the above calculations are as follows: SCHEDULE OF WARRANTS AND STOCK OPTIONS 2022 2021 Year Ended December 31, 2022 2021 Warrants 3,000,000 3,000,000 Stock options 5,400,000 4,300,000 |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2 - Significant Accounting Policies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies applied on a consistent basis are as follows: A. Basis of Presentation The financial statements are prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). B. Presentation of financial information The currency of the primary economic environment in which the Company conducts its operations is the U.S. dollar. The Company raises funds in US dollars and manages its budget in US dollars. Future revenues are also expected to be generated in US dollars. Accordingly, the Company uses the U.S. dollar as its functional and reporting currency. C. Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions regarding transactions or matters the final effect of which on the financial statements cannot be accurately determined at the time of their preparation. Even though the estimates and assumptions are based on management’s best judgment, the final effect of such transactions or matters may be different from the estimates and assumptions made in their respect. As applicable to these financial statements, the most significant estimates and assumptions relate to stock-based compensation. NewStem Ltd. Notes to the Financial Statements for the year ended December 31, 2022 Note 2 - Significant Accounting Policies (cont’d) D. Cash and cash equivalents Cash and cash equivalents include short-term bank deposits with an original maturity not exceeding three months, that is not restricted for use. E. Property and equipment Property and equipment are stated at cost. Depreciation is computed by using the straight-line method, over the assets’ estimated useful life. The annual depreciation rate for Software and Computers is 33 Estimates of the depreciation method, useful life and residual value are reviewed at least at the end of each reporting year and adjusted as necessary. Long-lived assets held and used by the Company, are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of the assets may not be recoverable. No F. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and marketable securities. Cash and cash equivalents are invested in a major bank in Israel. Management believes that the financial institution that hold the Company’s investments are financially sound and, accordingly, a minimal credit risk exists with respect to these investments. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. G. Severance pay Pursuant to Section 14 of the Severance Compensation Law, 1963 (“Section 14”), the Company’s employees, covered by this section, are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies and/or pension funds. Payments in accordance with Section 14 release the Company from any liability for future severance payments in respect of those employees. Deposits under Section 14 are not recorded as an asset in the Company’s balance sheet. As of December 31, 2022 and 2021, all of the Company’s employees are included under Section 14. H. Marketable securities Marketable securities are recorded at fair value. Changes in fair value of the securities are reported as financial income or expenses in the statement of operations. I. Research and development costs Research and development expenses consist mainly of labor costs. Costs are expensed as incurred. A grant received is presented as an offset from research and development expenses. See also Note 2M. NewStem Ltd. Notes to the Financial Statements for the year ended December 31, 2022 Note 2 - Significant Accounting Policies (cont’d) J. Income taxes Deferred income taxes are determined using the asset and liability method in accordance with Accounting Standards Codification (“ASC”) Topic 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income taxes are measured using enacted tax rates expected to apply to taxable income in years in which such temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred income taxes is recognized in the statement of operations of the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. K. Fair value of financial instruments The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: The carrying amounts of cash and cash equivalents, trade receivables, other accounts receivable, trade payables and other liabilities approximate their fair value due to the short-term maturity of such instruments. The Company adopted ASC 820 Fair Value Measurements (“ASC 820”) which clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1- Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2- Other inputs that are directly or indirectly observable in the marketplace. Level 3- Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. L. Collaborative arrangement The Company may enter into collaborative agreement with a third party. According to such agreement, the Company further develops its intellectual property to meet the needs of the third party and is entitled to royalties from any future sales that include its IP. The Company also receives reimbursement for the R&D costs it incurred as part of such agreement. Such agreement are considered to be within the scope of ASC 808 Collaborative Arrangements (“ASC 808”), as the parties are active participants and exposed to the risks and rewards of the collaborative activity. Performing R&D services for reimbursement is considered to be a collaborative activity under the scope of ASC 808. The Company records reimbursement payments received from the collaboration partner as reductions to R&D expense. NewStem Ltd. Notes to the Financial Statements for the year ended December 31, 2022 Note 2 - Significant Accounting Policies (cont’d) M. Stock-based compensation The Company accounts for its stock options grants under the fair value recognition provisions of ASC Topic 718. The Company currently uses the straight-line amortization method for recognizing share option compensation costs. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date. The Company records prepaid share-based payment as an asset in cases where a fully vested equity award was granted but the services have not been fully received, as required by ASC 718-10 stock compensation N. Grants received The Company receives from time-to-time grants from various sources to fund certain research and development activities. To date, the grants’ terms have stated that if such research and development activities are not successful, the Company would not be obligated to refund any payment previously received. Given such terms, since the financial risk associated with the research and development remains with the grantor, the Company does not recognize a liability associated with such funding. Grants that do not include a specific deliverable in the terms are offset from research and development expenses. O. Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 establishes a ROU model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted the ASU effective January 1, 2022 using a modified retrospective transition approach. As a result, the Company was not required to adjust its comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption. The Company elected to adopt the package of transition practical expedients and, therefore, has not reassessed (1) whether existing or expired contracts contain a lease, (2) lease classification for existing or expired leases or (3) the accounting for initial direct costs that were previously capitalized. The Company did not elect the practical expedient to use hindsight for leases existing at the adoption date. The Company is a lessee in two agreements. I. Laboratory The Company leases a certain portion of a laboratory space for its use from a related party. The leased space of the laboratory is not considered to be an identified asset as the agreement does not explicitly specify a distinct space for the company’s use, nor implicitly specify a distinct space as it does not represent a substantial portion of the laboratory’s capacity. Furthermore, other parties may also use the laboratory and have access to the laboratory. Therefor the lease is not under the scope of ASC-842. NewStem Ltd. Notes to the Financial Statements for the year ended December 31, 2022 Note 2 - Significant Accounting Policies (cont’d) O. Leases (cont’d) 2. Vehicle lease The lease agreement is for a period of 12 |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | NOTE 3— EQUITY METHOD INVESTMENTS Investment in NewStem In 2018, the Company entered into a Share Purchase Agreement with NewStem and other related parties to provide aggregate funding of up to $ 4,000,000 50,000 33 25,000 2,000,000 20 12,500 1,000,000 30.58 31.51 The Company accounts for its investment in NewStem under the equity method. At December 31, 2022 and 2021, the carrying value of the investment in NewStem exceeded the underlying net assets of NewStem by $ 2,090,286 2,435,155 NOVELSTEM INTERNATIONAL CORP. Notes to Financial Statements The Company assesses its investment in NewStem for impairment on an annual basis. NewStem is in the development stage and has incurred losses since its inception and has yet to generate any revenues. NewStem will need to obtain additional funds to continue its operations. NewStem management’s plans with regard to these matters include continued development, marketing and licensing of its products, as well as seeking additional financing arrangements. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient cash from sales of products or financing on terms acceptable to the Company. NewStem obtained additional funding of approximately $ 1,450,000 The following table represents the Company’s investment in NewStem: SCHEDULE OF INVESTMENTS 2022 2021 Year Ended December 31, 2022 2021 Investment in NewStem, beginning $ 2,435,155 $ 3,299,713 Allocation of net loss from NewStem (732,393 ) (864,558 ) Gain on dilution of equity method investment 387,524 - Purchase of NewStem shares - - Investment in NewStem, ending $ 2,090,286 $ 2,435,155 The results of operations and financial position of the Company’s investment in NewStem are summarized below: SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT 2022 2021 Year Ended December 31, 2022 2021 Condensed income statement information: Net sales $ - $ - Gross margin $ - $ - Net loss $ (2,341,000 ) $ (2,630,000 ) Company’s allocation of net loss from NewStem $ (732,393 ) $ (864,558 ) 2022 2021 As of December 31, 2022 2021 Condensed balance sheet information: Current assets $ 911,000 $ 1,425,000 Non-current assets $ 23,000 $ 41,000 Current liabilities $ 97,000 $ 227,000 Non-current liabilities $ 121,000 $ 134,000 NOVELSTEM INTERNATIONAL CORP. Notes to Financial Statements Investment in NetCo NovelStem owns a 50 The following table represents the Company’s investment in NetCo: SCHEDULE OF INVESTMENTS 2022 2021 Year Ended December 31, 2022 2021 Investment in NetCo, beginning $ 137,011 $ 137,011 Allocation of net income from Netco 12,591 21,290 Distribution from NetCo (12,591 ) (21,290 ) Investment in NetCo, ending $ 137,011 $ 137,011 The results of operations and financial position of the Company’s investment in NetCo are summarized below: SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT 2022 2021 Year Ended December 31, 2022 2021 Condensed income statement information: Net sales $ 25,182 $ 42,580 Gross margin $ - $ - Net income $ 25,182 $ 42,580 Net income (loss) $ 25,182 $ 42,580 Company’s allocation of net income from NetCo $ 12,591 $ 21,290 2022 2021 As of December 31, 2022 2021 Condensed balance sheet information: Current assets $ 13,473 $ 13,475 Non-current assets $ 272,799 $ 272,799 Current liabilities $ 12,250 $ 12,252 Non-current liabilities $ - $ - NOVELSTEM INTERNATIONAL CORP. Notes to Financial Statements |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 4— NOTES PAYABLE On April 12, 2021, the Company entered into a promissory note (the “Note”) with a related party (individual) for $ 100,000 8 April 12, 2022 5,752 6,752 In May 2022, the Company entered into a finance agreement (the “Agreement”) with two individuals who are shareholders and directors, which was amended in July 2022, to borrow up to $ 600,000 8 10 January 31, 2024 280,000 |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |
EQUITY | NOTE 5— EQUITY (a) General At December 31, 2022 and 2021 the Company had issued and outstanding 46,881,475 0.01 On November 15, 2021, in a noncash transaction, the Company issued approximately 3,000,000 (b) Summary Employee Option Information The Company’s stock option plans provide for the grant to officers, directors, third party contractors and other future key employees of options to purchase shares of common stock. The purchase price may be paid in cash or at the end of the option term, if the option is “in-the-money”, it is automatically exercised “net”. In a net exercise of an option, the Company does not require a payment of the exercise price of the option from the optionee but reduces the number of shares of common stock issued upon the exercise of the option by the smallest number of whole shares that has an aggregate fair market value equal to or in excess of the aggregate exercise price for the option shares covered by the option exercised. Each option is exercisable to one share of the Company’s common stock. Most options expire within six years from the date of the grant and generally vest on the first anniversary date of their issuance. Pursuant to the Equity Incentive Plan approved by the Company’s board of directors on November 12, 2018, an aggregate of 5,400,000 NOVELSTEM INTERNATIONAL CORP. Notes to Financial Statements The Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the respective years (all in weighted averages): SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS Year Ended December 31, 2022 2021 Risk-free interest rate 1.5 % 1.6 % Expected term, in years 3.82 6 Expected volatility 183.7 % 140.2 % Expected dividend yield 0 % 0 % Determined weighted average grant date fair value per option $ 0.27 $ - The expected term of the options represents an estimate of the length of time until the expected date of exercising the options. Options granted have a maximum life of 7 0 (c) Summary Option Information A summary of the Company’s option plans as of December 31, 2022 and 2021, as well as changes during each of the years then ended, is presented below: SCHEDULE OF STOCK OPTION ACTIVITIES Year Ended December 31, 2022 2021 Number Weighted Number Weighted of Average of Average Options Exercise Options Exercise (in shares) Price (in shares) Price Outstanding at beginning of year 4,300,000 0.10 4,300,000 0.10 Granted 1,100,000 0.29 - - Outstanding at end of year 5,400,000 0.14 4,300,000 0.10 Exercisable at end of year 4,800,000 0.12 4,300,000 0.10 Stock-based compensation expense was approximately $ 283,000 273,000 The total compensation cost related to non-vested awards not yet recognized was approximately $ 13,000 500,000 NOVELSTEM INTERNATIONAL CORP. Notes to Financial Statements (d) Warrants The Company has issued warrants at exercise prices equal to or greater than market value of the Company’s common stock at the date of issuance. A summary of warrant activity follows: SUMMARY OF WARRANTS ACTIVITY Year Ended December 31, 2022 2021 Number of Weighted Number Weighted shares Average of Average underlying Exercise Options Exercise warrants Price (in shares) Price Outstanding at beginning of year 3,000,000 0.12 3,000,000 0.12 Granted - - - - Exercised - - - - Forfeited or expired - - - - Outstanding at end of year 3,000,000 0.12 3,000,000 0.12 The warrants outstanding at December 31, 2022 have a weighted average remaining contractual life of approximately six months. |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
EQUITY | Note 7 - Share Capital EQUITY SCHEDULE OF SHARE CAPITAL COMPOSITION Composition: As of December 31, 2022 Issued and Authorized fully paid Number of shares Ordinary shares NIS 0.01 par value ( Ordinary Shares ) 1,000,000 163,494 Ordinary shares NIS 0.01 ( Ordinary Shares ) 1,000,000 163,494 As of December 31, 2021 Issued and Authorized fully paid Number of shares Ordinary shares 1,000,000 158,696 A. In 2016, the Company issued to its founders 100,000 B. In June 2018, the Company entered into an investment agreement for the issuance of 50,000 33 4,000 25,000 2,000 2,000 12,500 1,000 In 2020, the Company met all milestones set in the investment agreement. As such, the 3rd and last investment tranche of $ 1,000 12,500 C. In September 2021, the Company signed an agreement with a third-party in which such third party committed to provide the Company certain services in exchange to 5 8,696 1,952 771 NewStem Ltd. Notes to the Financial Statements for the year ended December 31, 2022 Note 7 - Share Capital (cont’d) D. On April 30, 2022, the Company signed a share purchase agreement with two investors for the purchase of 2,647 0.01 800 2,151 0.01 650 According to those agreements, if the Company provides favorable terms to other investors in this round, then it shall adjust the existing agreements and provide substantially equivalent rights to all the Investors. Based on the Company’s agreement with one of its other shareholders, the Company is entitled in certain circumstances to a matching investment (“the matching investment”) which could bring the total funding to US$ 2,900 E. Stock option plan: In 2018 the Company adopted a stock option plan for its employees, service providers and officers, pursuant to which, and to a resolution of the Company’s board of directors dated October 31, 2018, the Company reserved for issuance 6,250 In June 2021, the Company increased its reserved stock option plan to 13,654 The contractual life of the share option is 10 Share options to employees, service providers and officers granted under the stock option plan shall be vesting in installments, gradually over a period of 4 Below is a summary of employee option activity under the Company’s equity incentive plan during the current year: SUMMARY OF EMPLOYEE OPTION ACTIVITY Year ended December 31, 2022 Weighted Weighted Aggregate average average intrinsic exercise remaining value Number of price contractual US$ options US$ term (years) thousands Outstanding at the beginning of the year 13,145 146.63 8.25 1,475 Granted - - Outstanding at the end of the year 13,145 146.63 7.25 2,045 Exercisable at the end of the year 8,862 101.90 6.8 1,775 NewStem Ltd. Notes to the Financial Statements for the year ended December 31, 2022 Note 7 - Share Capital (cont’d) E. Stock option plan (cont’d) 1. The aggregate intrinsic value represents the total intrinsic value (the difference between the Company’s stock fair value on December 31, 2022 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2022. 2. Fair value measurement: The fair value of each option granted during 2021 was estimated on the date of grant, using the Binomial model taking into account the following assumptions: SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS 2021 Dividend yield 0 % Expected volatility 76 % Weighted average risk-free interest 1.5 % Expected life 10 Expected volatility was calculated based on market benchmarks. Since the Company’s shares are not publicly traded and its shares are rarely traded privately, expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. The expected option term represents the period that the Company’s share options are expected to be outstanding. Since the options were granted to executives There were no 3. The following table sets forth the total stock-based compensation expense resulting from stock options included in the statements of operations. SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE 2022 2021 December 31 2022 2021 US$ thousands US$ thousands Research and development 321 185 General and administrative 181 54 Total stock-based compensation expense 502 239 F. Convertible Financial Instruments In November 2021, the Company signed a Simple Agreement for Future Equity (“SAFE”) with an investor in the amount of 100 134 NewStem Ltd. Notes to the Financial Statements for the year ended December 31, 2022 Note 7 - Share Capital (cont’d) F. Convertible Financial Instruments (cont’d) (a) In the event of a financing round of at least 1 million GBP, the SAFE will be automatically converted into ordinary shares at the price determined in such round (b) In the event that the financing round is below 1 million GBP, the SAFE may be converted into ordinary shares at the price determined in such round, at the discretion of the investor (c) If no financing round occurs, the SAFE amount shall automatically be converted into ordinary shares at the earlier of: (a) an M&A transaction – using the price per share determined in such transaction, or (b) 36 months after the date of the agreement, at the fair market value of an ordinary share at that time. The SAFE was treated for accounting purposes as a liability, since this arrangement is settled in a variable amount of shares and the investor is not exposed to the changes in the fair value of the shares during the period from the transfer of funds until conversion. The convertible financial instrument is presented at fair value. The convertible financial instrument is considered a Level 3 fair value measurement. The changes in the liability measured at fair value for which the Company has used Level 3 inputs to determine fair value are as follows: SCHEDULE OF CHANGE IN LIABILITY MEASURED AT FAIR VALUE 2022 2021 2022 2021 US$ thousands US$ thousands Balance as of January 1, 134 - Convertible financial instrument received - 134 Change in fair value (13 ) - Balance as of December 31, 121 134 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |
INCOME TAXES | NOTE 6— INCOME TAXES For the years ended December 31, 2022 and 2021, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2022 and 2021, the Company had approximately $ 61,000,000 118,000,000 6,400,000 6,200,000 The federal and state net operating losses expire beginning in 2021. Approximately $ 55,000,000 25,000,000 23,000,000 3,000,000 1,775,000 NOVELSTEM INTERNATIONAL CORP. Notes to Financial Statements The Company’s income tax provision differs from the expense that would result from applying statutory rates to income before taxes. A reconciliation of the provision (benefit) for income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows: SCHEDULE OF INCOME BEFORE INCOME TAX 2022 2021 Year Ended December 31, 2022 2021 Computed tax at the federal statutory rate of 21 $ (160,803 ) $ (282,582 ) State income taxes, net of federal income tax benefit (33,271 ) (58,468 ) Foreign rate differential (171,089 ) (106,409 ) Change in federal valuation allowance 365,163 447,459 Total provision for income tax $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets as of December 31, 2022 and 2021 consist of the following: SCHEDULE OF DEFERRED TAX ASSETS 2022 2021 As of December 31, 2022 2021 Outside tax basis difference in equity investments $ 1,700,000 $ 1,700,000 Federal and state net operating loss carryforwards available after consideration of IRC Section 382 limitations 1,686,708 1,676,585 General business credit 41,551 41,551 Stock compensation 174,009 99,103 Net operating losses Research and development credit carried forward Other Total deferred tax assets 3,602,268 3,517,239 Federal and state net operating loss carryforwards subject to IRC Section 382 limitations 15,465,570 28,425,763 Less valuation allowance for net operating loss limitations (15,465,570 ) (28,425,763 ) Valuation allowance (2,971,573 ) (2,482,298 ) Subtotal deferred tax assets 630,695 1,034,941 Deferred tax liability, equity method basis difference (630,695 ) (1,034,941 ) Net deferred tax assets $ - $ - Management has evaluated all tax positions that could have a significant effect on the combined financial statements and determined the Companies had no significant uncertain income tax positions at December 31, 2022 and 2021. NOVELSTEM INTERNATIONAL CORP. Notes to Financial Statements |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
INCOME TAXES | Note 11 - Taxes on Income INCOME TAXES A. The Company is incorporated in Israel and is subject to Israeli taxation. B. The Israeli corporate income tax rate was 23 The main reconciling items from the statutory tax rate of the Company to the effective tax rate ( 0 C. Net operating loss carried forward As of December 31, 2022, the Company has net operating tax losses carried forward indefinitely of approximately $ 3.8 3.1 D. Deferred income taxes The tax effects of temporary differences that give rise to significant components of the Company’s deferred tax assets and liabilities are as follows: NewStem Ltd. Notes to the Financial Statements for the year ended December 31, 2022 Note 11 - Taxes on Income (cont’d) D. Deferred income taxes (cont’d) SCHEDULE OF DEFERRED TAX ASSETS 2022 2021 December 31, 2022 2021 US$ thousands US$ thousands Deferred tax assets: Net operating losses 885 719 Research and development credit carried forward 229 230 Other 26 4 Total deferred tax assets 1,140 953 Less valuation allowance (1,140 ) (953 ) Net deferred tax assets - - The Company has provided a full valuation allowance in respect of deferred tax assets resulting from the tax loss carried forward. Management currently believes that, since the Company has a history of losses, it is more likely than not that the deferred tax assets related to the loss carried forward and other temporary differences will not be realized in the foreseeable future. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7— COMMITMENTS AND CONTINGENCIES The Company is the claimant in an arbitration proceeding against their 50 On February 11, 2022, the Company entered into a nonrecourse litigation funding agreement (the “Agreement”) with Omni Bridgeway (Fund 4) Invt. 3 L.P. (“Omni”) related to this arbitration proceeding. The Agreement provides for Omni to fund all costs related to the arbitration up to $ 1,000,000 in exchange for an assignment of a certain portion of rights to and interest in claims related to this arbitration. The agreement provides for specific calculations of the portion of any claims collected to be received by Omni with the remainder collectible by the Company. |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
COMMITMENTS AND CONTINGENCIES | Note 8 - Commitments and Contingent Liabilities COMMITMENTS AND CONTINGENCIES A. Royalties As part of the Company’s research and development efforts, the Company received licenses to use intellectual property developed by Yissum Research and Development Company of the Hebrew University of Jerusalem (“Yissum”) and New York Stem Cell Foundation (“NYSCF”). During 2017, Yissum and NYSCF granted the Company an exclusive license to make commercial use of that intellectual property, in order to develop, manufacture, market, distribute or sell products, subject to certain terms and events. In consideration for the grant of the license, the Company shall pay Yissum and NYSCF royalties at a rate of up to 3 12 NewStem Ltd. Notes to the Financial Statements for the year ended December 31, 2022 Note 8 - Commitments and Contingent Liabilities (cont’d) B. Research Agreement During 2021 and 2022, the Company received payments of US$ 200 The research agreement determines that the Company will use its intellectual property to further develop know-how that will allow the third party to use such developed know-how for its commercial purposes. The third party shall pay the Company royalties of up to 3.5 C. Master Innovation Hub Agreement On October 31, 2022 the Company entered into an agreement with a third party, according to the agreement the Company will develop an IP using the third party’s research data in exchange for 1.5 10 a. The FDA approval of the Product. b. A Change in Control of the Company provided that the collaboration is completed as described in the Development Plan. c. The execution of a Memorandum of Understanding (or equivalent) between the Company and the third party for the investment of funds from the third party into the Company. As of December 31, 2022, the Company does not expect any future sales or licenses nor does the Company considers an FDA approval or change in control of the company as events that are probable to occur. Therefore, no balances were recorded for these commitments in the financial statements . D. Lease commitments On November 10, 2022, the Company entered into a lease agreement (hereinafter – “The Agreement”. (According to the agreement, the Company will rent a vehicle for 12 months from December 10, 2022, at a monthly rent cost of approximately NIS 3 1 Future minimum commitments under the agreement as of December 31, 2022, are as follows: SCHEDULE OF FUTURE MINIMUM COMMITMENTS US$ thousands 2023 9 During 2022, the Company recognized lease expenses in the amount of US$ 6 NewStem Ltd. Notes to the Financial Statements for the year ended December 31, 2022 |
RESTATEMENTS OF PREVIOUSLY ISSU
RESTATEMENTS OF PREVIOUSLY ISSUED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENTS OF PREVIOUSLY ISSUED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | NOTE 8 – RESTATEMENTS OF PREVIOUSLY ISSUED INTERIM FINANCIAL STATEMENTS (UNAUDITED) Previously issued unaudited financial statements have been restated to reflect gains on dilution from the Company’s equity method investment in NewStem. The previously issued financial statements as of and for the three and six months ended June 30, 2022 and as of and for the nine months ended September 30, 2022 contained an error whereby the Company did not recognize gains on the dilution of its equity method investment in NewStem due to the issuance of stock to third parties. The following is a summary of the restatement: SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS Balance Sheet: Originally Reported Adjustment Restated September 30, 2022 Originally Reported Adjustment Restated Total current assets $ 65,832 $ - $ 65,832 Investment in NewStem, Ltd 1,828,419 194,948 2,023,367 Total assets 2,031,262 194,948 2,226,210 Total current liabilities 125,632 - 125,632 Stockholders’ equity 1,737,421 194,948 1,932,369 Statements of Operations: Originally Reported Adjustment Restated Nine Months Ended September 30, 2022 Originally Reported Adjustment Restated Loss before income taxes $ (270,283 ) $ - $ (270,283 ) Provision for income tax - - - Net loss before equity in net loss of equity method investees (270,283 ) - (270,283 ) Equity in net income (loss) of equity method investees (606,736 ) 194,948 (411,788 ) Net loss (877,019 ) 194,948 (682,071 ) Balance Sheet: Originally Reported Adjustment Restated June 30, 2022 Originally Reported Adjustment Restated Total current assets $ 108,634 $ - $ 108,634 Investment in NewStem, Ltd 1,913,951 194,948 2,108,899 Total assets 2,159,596 194,948 2,354,544 Total current liabilities 102,053 - 102,053 Stockholders’ equity 1,957,543 194,948 2,152,491 Statements of Operations: Originally Reported Adjustment Restated Six Months Ended June 30, 2022 Originally Reported Adjustment Restated Loss before income taxes $ (60,543 ) $ - $ (60,543 ) Provision for income tax - - - Net loss before equity in net loss of equity method investees (60,543 ) - (60,543 ) Equity in net income (loss) of equity method investees (521,204 ) 194,948 (326,256 ) Net loss (581,747 ) 194,948 (386,799 ) Statements of Operations: Originally Reported Adjustment Restated Three Months Ended June 30, 2022 Originally Reported Adjustment Restated Loss before income taxes $ (229,982 ) $ - $ (229,982 ) Provision for income tax - - - Net loss before equity in net loss of equity method investees (229,982 ) - (229,982 ) Equity in net income (loss) of equity method investees (134,301 ) 194,948 60,647 Net loss (364,283 ) 194,948 (169,335 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |
SUBSEQUENT EVENTS | NOTE 9— SUBSEQUENT EVENTS The Company evaluated subsequent events through the date these financial statements were available to be issued and filed with the SEC. On March 23, 2023, the board approved the grant of 360,000 |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
SUBSEQUENT EVENTS | Note 12 – Subsequent Events SUBSEQUENT EVENTS On March 20, 2023, The Company signed a Convertible Loan Agreement (“the Loan”) of US$ 200 two years 12.5 75 20 |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 12 Months Ended |
Dec. 31, 2022 | |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
CASH AND CASH EQUIVALENTS | Note 3 - Cash and Cash Equivalents CASH AND CASH EQUIVALENTS The Company’s cash and cash equivalents balance as of December 31, 2022 and 2021, is denominated in the following currencies: SCHEDULE OF CASH AND CASH EQUIVALENTS 2022 2021 December 31 2022 2021 US$ thousands US$ thousands US Dollars 811 371 New Israeli Shekels 57 97 Euro 9 - Great British Pound 1 133 Cash and cash equivalents 878 601 |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
OTHER CURRENT ASSETS | Note 4 - Other Current Assets OTHER CURRENT ASSETS SCHEDULE OF OTHER CURRENT ASSETS 2022 2021 December 31 2022 2021 US$ thousands US$ thousands Government institutions 29 52 Prepaid expenses 4 1 Other current assets 33 53 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
PROPERTY AND EQUIPMENT, NET | Note 5 - Property and Equipment, net PROPERTY AND EQUIPMENT, NET SCHEDULE OF PROPERTY AND EQUIPMENT, NET 2022 2021 December 31 2022 2021 US$ thousands US$ thousands Cost: Software and Computers 62 62 Accumulated depreciation: Software and Computers 39 21 Depreciated cost 23 41 NewStem Ltd. Notes to the Financial Statements for the year ended December 31, 2022 |
ACCOUNTS PAYABLE
ACCOUNTS PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
ACCOUNTS PAYABLE | Note 6 - Accounts payable ACCOUNTS PAYABLE SCHEDULE OF ACCOUNTS PAYABLE 2022 2021 December 31 2022 2021 US$ thousands US$ thousands Employees and payroll accruals 53 104 Accrued expenses and other payables 44 23 Accounts payable 97 127 |
FINANCIAL (INCOME) EXPENSES, NE
FINANCIAL (INCOME) EXPENSES, NET | 12 Months Ended |
Dec. 31, 2022 | |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
FINANCIAL (INCOME) EXPENSES, NET | Note 9 - Financial (Income) Expenses, net FINANCIAL (INCOME) EXPENSES, NET SCHEDULE OF FINANCIAL EXPENSE (INCOME), NET 2022 2021 December 31 2022 2021 US$ thousands US$ thousands Bank commissions 2 1 Revaluation of marketable securities to market value - 4 Revaluation of convertible financial instrument (13 ) - Interest from government authorities (3 ) - Currency exchange differences 11 - Financial (income) expenses, net (3 ) 5 |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
RELATED PARTIES | Note 10 - Related Parties RELATED PARTIES The Company engaged with its shareholders to receive consulting services and lab renting. SCHEDULE OF RELATED PARTY TRANSACTIONS Transactions Year ended Year ended December 31 December 31 2022 2021 US$ thousands US$ thousands Research and development expenses 353 309 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |
Basis of Presentation | Basis of Presentation The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Financial Accounting Standards Board (“FASB”) has established the FASB Accounting Standards Codification (“ASC”) as the single source of authoritative GAAP. |
Use of estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. NOVELSTEM INTERNATIONAL CORP. Notes to Financial Statements |
Cash and cash equivalents | Cash and Cash Equivalents Cash and cash equivalents include certain investments in highly liquid debt instruments with original maturities of three months or less at the date of purchase. The Company had no cash equivalents as of either year end presented. |
Equity Investments | Equity Investments Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an Investee depends on an evaluation of several factors, including, among others, representation on the Investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the Investee company. When the Company’s carrying value in an equity method Investee company is reduced to zero, no further losses are recorded in the Company’s financial statements unless the Company guarantied obligations of the Investee company or has committed additional funding. When the Investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. The Company recognizes a gain or loss on dilution when the equity method Investee company issues stock to third parties. The Company reviews equity investments for impairment on an annual basis, or earlier if events or changes in circumstances indicate that the carrying amounts might not be recoverable. The Company holds a minority investment in an entity, NewStem, which is accounted for pursuant to the equity method of accounting. Additionally, the Company is a 50% |
Treasury Stock | Treasury Stock Shares of common stock repurchased are recorded at cost as treasury stock. NOVELSTEM INTERNATIONAL CORP. Notes to Financial Statements |
Stock-based compensation | Stock-Based Compensation The Company accounts for stock-based awards in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all stock options, the Company recognizes expense over on an accelerated basis over the requisite service period (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility, expected term, and forfeiture rate. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. Options awarded to purchase shares of common stock issued to non-employees in exchange for services are accounted for as variable awards in accordance with applicable accounting principles. In the event of the termination of an employee, third party service provider, officer or Director’s service on the Board of the Company for any reason other than for cause, all of the Options which are then vested may be exercised within 18 months of such termination, provided that, in no event shall this extension period continue beyond the expiration of the term of the option(s). In addition, any such extension shall be applicable only to the extent that such option or options are vested and exercisable according to the terms of the Plan and this Agreement. Any unvested options are immediately terminated on the effective date of the termination. In the event of termination of an employee, third party service provider, officer or Director’s service for cause, all Options are forfeited and deemed cancelled and no longer exercisable on the date of termination. See Note 5 for the assumptions used to calculate the fair value of stock-based compensation. Upon the exercise of options, it is the Company’s policy to issue new shares rather than utilizing treasury shares. |
Income taxes | Income Taxes Deferred income taxes are determined using the asset and liability method in accordance with Accounting Standards Codification (“ASC”) Topic 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income taxes are measured using enacted tax rates expected to apply to taxable income in years in which such temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred income taxes is recognized in the statement of operations of the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. NOVELSTEM INTERNATIONAL CORP. Notes to Financial Statements |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares outstanding during the year, excluding treasury stock. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares outstanding plus the dilutive potential of common shares which would result from the exercise of stock options and warrants. The dilutive effects of stock options and warrants are excluded from the computation of diluted net income per share if the effect of doing so would be antidilutive. The following data represents the amounts used in computing earnings per share and the effect on net income (loss) and the weighted average number of shares of dilutive potential common stock: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OF DILUTIVE 2022 2021 Year Ended December 31, 2022 2021 Net loss available to common shareholders $ (765,730 ) $ (1,345,628 ) Weighted average shares outstanding: -Basic 46,881,475 44,259,559 Add: Warrants - - Add: Stock options - - -Diluted 46,881,475 44,259,559 Basic and diluted net loss per share $ (0.02 ) $ (0.03 ) Warrants and stock options excluded from the above calculations are as follows: SCHEDULE OF WARRANTS AND STOCK OPTIONS 2022 2021 Year Ended December 31, 2022 2021 Warrants 3,000,000 3,000,000 Stock options 5,400,000 4,300,000 |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Basis of Presentation | A. Basis of Presentation The financial statements are prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). |
Use of estimates | C. Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions regarding transactions or matters the final effect of which on the financial statements cannot be accurately determined at the time of their preparation. Even though the estimates and assumptions are based on management’s best judgment, the final effect of such transactions or matters may be different from the estimates and assumptions made in their respect. As applicable to these financial statements, the most significant estimates and assumptions relate to stock-based compensation. |
Cash and cash equivalents | D. Cash and cash equivalents Cash and cash equivalents include short-term bank deposits with an original maturity not exceeding three months, that is not restricted for use. |
Stock-based compensation | M. Stock-based compensation The Company accounts for its stock options grants under the fair value recognition provisions of ASC Topic 718. The Company currently uses the straight-line amortization method for recognizing share option compensation costs. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date. The Company records prepaid share-based payment as an asset in cases where a fully vested equity award was granted but the services have not been fully received, as required by ASC 718-10 stock compensation |
Income taxes | J. Income taxes Deferred income taxes are determined using the asset and liability method in accordance with Accounting Standards Codification (“ASC”) Topic 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income taxes are measured using enacted tax rates expected to apply to taxable income in years in which such temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred income taxes is recognized in the statement of operations of the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. |
Presentation of financial information | B. Presentation of financial information The currency of the primary economic environment in which the Company conducts its operations is the U.S. dollar. The Company raises funds in US dollars and manages its budget in US dollars. Future revenues are also expected to be generated in US dollars. Accordingly, the Company uses the U.S. dollar as its functional and reporting currency. |
Property and equipment | E. Property and equipment Property and equipment are stated at cost. Depreciation is computed by using the straight-line method, over the assets’ estimated useful life. The annual depreciation rate for Software and Computers is 33 Estimates of the depreciation method, useful life and residual value are reviewed at least at the end of each reporting year and adjusted as necessary. Long-lived assets held and used by the Company, are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of the assets may not be recoverable. No |
Concentrations of credit risk | F. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and marketable securities. Cash and cash equivalents are invested in a major bank in Israel. Management believes that the financial institution that hold the Company’s investments are financially sound and, accordingly, a minimal credit risk exists with respect to these investments. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Severance pay | G. Severance pay Pursuant to Section 14 of the Severance Compensation Law, 1963 (“Section 14”), the Company’s employees, covered by this section, are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies and/or pension funds. Payments in accordance with Section 14 release the Company from any liability for future severance payments in respect of those employees. Deposits under Section 14 are not recorded as an asset in the Company’s balance sheet. As of December 31, 2022 and 2021, all of the Company’s employees are included under Section 14. |
Marketable securities | H. Marketable securities Marketable securities are recorded at fair value. Changes in fair value of the securities are reported as financial income or expenses in the statement of operations. |
Research and development costs | I. Research and development costs Research and development expenses consist mainly of labor costs. Costs are expensed as incurred. A grant received is presented as an offset from research and development expenses. See also Note 2M. |
Fair value of financial instruments | K. Fair value of financial instruments The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: The carrying amounts of cash and cash equivalents, trade receivables, other accounts receivable, trade payables and other liabilities approximate their fair value due to the short-term maturity of such instruments. The Company adopted ASC 820 Fair Value Measurements (“ASC 820”) which clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1- Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2- Other inputs that are directly or indirectly observable in the marketplace. Level 3- Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. |
Collaborative arrangement | L. Collaborative arrangement The Company may enter into collaborative agreement with a third party. According to such agreement, the Company further develops its intellectual property to meet the needs of the third party and is entitled to royalties from any future sales that include its IP. The Company also receives reimbursement for the R&D costs it incurred as part of such agreement. Such agreement are considered to be within the scope of ASC 808 Collaborative Arrangements (“ASC 808”), as the parties are active participants and exposed to the risks and rewards of the collaborative activity. Performing R&D services for reimbursement is considered to be a collaborative activity under the scope of ASC 808. The Company records reimbursement payments received from the collaboration partner as reductions to R&D expense. |
Grants received | N. Grants received The Company receives from time-to-time grants from various sources to fund certain research and development activities. To date, the grants’ terms have stated that if such research and development activities are not successful, the Company would not be obligated to refund any payment previously received. Given such terms, since the financial risk associated with the research and development remains with the grantor, the Company does not recognize a liability associated with such funding. Grants that do not include a specific deliverable in the terms are offset from research and development expenses. |
Leases | O. Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 establishes a ROU model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted the ASU effective January 1, 2022 using a modified retrospective transition approach. As a result, the Company was not required to adjust its comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption. The Company elected to adopt the package of transition practical expedients and, therefore, has not reassessed (1) whether existing or expired contracts contain a lease, (2) lease classification for existing or expired leases or (3) the accounting for initial direct costs that were previously capitalized. The Company did not elect the practical expedient to use hindsight for leases existing at the adoption date. The Company is a lessee in two agreements. I. Laboratory The Company leases a certain portion of a laboratory space for its use from a related party. The leased space of the laboratory is not considered to be an identified asset as the agreement does not explicitly specify a distinct space for the company’s use, nor implicitly specify a distinct space as it does not represent a substantial portion of the laboratory’s capacity. Furthermore, other parties may also use the laboratory and have access to the laboratory. Therefor the lease is not under the scope of ASC-842. NewStem Ltd. Notes to the Financial Statements for the year ended December 31, 2022 Note 2 - Significant Accounting Policies (cont’d) O. Leases (cont’d) 2. Vehicle lease The lease agreement is for a period of 12 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OF DILUTIVE | The following data represents the amounts used in computing earnings per share and the effect on net income (loss) and the weighted average number of shares of dilutive potential common stock: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OF DILUTIVE 2022 2021 Year Ended December 31, 2022 2021 Net loss available to common shareholders $ (765,730 ) $ (1,345,628 ) Weighted average shares outstanding: -Basic 46,881,475 44,259,559 Add: Warrants - - Add: Stock options - - -Diluted 46,881,475 44,259,559 Basic and diluted net loss per share $ (0.02 ) $ (0.03 ) |
SCHEDULE OF WARRANTS AND STOCK OPTIONS | Warrants and stock options excluded from the above calculations are as follows: SCHEDULE OF WARRANTS AND STOCK OPTIONS 2022 2021 Year Ended December 31, 2022 2021 Warrants 3,000,000 3,000,000 Stock options 5,400,000 4,300,000 |
EQUITY METHOD INVESTMENTS (Tabl
EQUITY METHOD INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
New Stem Ltd [Member] | |
SCHEDULE OF INVESTMENTS | The following table represents the Company’s investment in NewStem: SCHEDULE OF INVESTMENTS 2022 2021 Year Ended December 31, 2022 2021 Investment in NewStem, beginning $ 2,435,155 $ 3,299,713 Allocation of net loss from NewStem (732,393 ) (864,558 ) Gain on dilution of equity method investment 387,524 - Purchase of NewStem shares - - Investment in NewStem, ending $ 2,090,286 $ 2,435,155 |
SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT | The results of operations and financial position of the Company’s investment in NewStem are summarized below: SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT 2022 2021 Year Ended December 31, 2022 2021 Condensed income statement information: Net sales $ - $ - Gross margin $ - $ - Net loss $ (2,341,000 ) $ (2,630,000 ) Company’s allocation of net loss from NewStem $ (732,393 ) $ (864,558 ) 2022 2021 As of December 31, 2022 2021 Condensed balance sheet information: Current assets $ 911,000 $ 1,425,000 Non-current assets $ 23,000 $ 41,000 Current liabilities $ 97,000 $ 227,000 Non-current liabilities $ 121,000 $ 134,000 |
Net Co Partners [Member] | |
SCHEDULE OF INVESTMENTS | The following table represents the Company’s investment in NetCo: SCHEDULE OF INVESTMENTS 2022 2021 Year Ended December 31, 2022 2021 Investment in NetCo, beginning $ 137,011 $ 137,011 Allocation of net income from Netco 12,591 21,290 Distribution from NetCo (12,591 ) (21,290 ) Investment in NetCo, ending $ 137,011 $ 137,011 |
SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT | The results of operations and financial position of the Company’s investment in NetCo are summarized below: SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT 2022 2021 Year Ended December 31, 2022 2021 Condensed income statement information: Net sales $ 25,182 $ 42,580 Gross margin $ - $ - Net income $ 25,182 $ 42,580 Net income (loss) $ 25,182 $ 42,580 Company’s allocation of net income from NetCo $ 12,591 $ 21,290 2022 2021 As of December 31, 2022 2021 Condensed balance sheet information: Current assets $ 13,473 $ 13,475 Non-current assets $ 272,799 $ 272,799 Current liabilities $ 12,250 $ 12,252 Non-current liabilities $ - $ - |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |
SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS | The Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the respective years (all in weighted averages): SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS Year Ended December 31, 2022 2021 Risk-free interest rate 1.5 % 1.6 % Expected term, in years 3.82 6 Expected volatility 183.7 % 140.2 % Expected dividend yield 0 % 0 % Determined weighted average grant date fair value per option $ 0.27 $ - |
SUMMARY OF EMPLOYEE OPTION ACTIVITY | A summary of the Company’s option plans as of December 31, 2022 and 2021, as well as changes during each of the years then ended, is presented below: SCHEDULE OF STOCK OPTION ACTIVITIES Year Ended December 31, 2022 2021 Number Weighted Number Weighted of Average of Average Options Exercise Options Exercise (in shares) Price (in shares) Price Outstanding at beginning of year 4,300,000 0.10 4,300,000 0.10 Granted 1,100,000 0.29 - - Outstanding at end of year 5,400,000 0.14 4,300,000 0.10 Exercisable at end of year 4,800,000 0.12 4,300,000 0.10 |
SUMMARY OF WARRANTS ACTIVITY | SUMMARY OF WARRANTS ACTIVITY Year Ended December 31, 2022 2021 Number of Weighted Number Weighted shares Average of Average underlying Exercise Options Exercise warrants Price (in shares) Price Outstanding at beginning of year 3,000,000 0.12 3,000,000 0.12 Granted - - - - Exercised - - - - Forfeited or expired - - - - Outstanding at end of year 3,000,000 0.12 3,000,000 0.12 |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS | SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS 2021 Dividend yield 0 % Expected volatility 76 % Weighted average risk-free interest 1.5 % Expected life 10 |
SUMMARY OF EMPLOYEE OPTION ACTIVITY | SUMMARY OF EMPLOYEE OPTION ACTIVITY Year ended December 31, 2022 Weighted Weighted Aggregate average average intrinsic exercise remaining value Number of price contractual US$ options US$ term (years) thousands Outstanding at the beginning of the year 13,145 146.63 8.25 1,475 Granted - - Outstanding at the end of the year 13,145 146.63 7.25 2,045 Exercisable at the end of the year 8,862 101.90 6.8 1,775 |
SCHEDULE OF SHARE CAPITAL COMPOSITION | SCHEDULE OF SHARE CAPITAL COMPOSITION Composition: As of December 31, 2022 Issued and Authorized fully paid Number of shares Ordinary shares NIS 0.01 par value ( Ordinary Shares ) 1,000,000 163,494 Ordinary shares NIS 0.01 ( Ordinary Shares ) 1,000,000 163,494 As of December 31, 2021 Issued and Authorized fully paid Number of shares Ordinary shares 1,000,000 158,696 |
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE | SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE 2022 2021 December 31 2022 2021 US$ thousands US$ thousands Research and development 321 185 General and administrative 181 54 Total stock-based compensation expense 502 239 |
SCHEDULE OF CHANGE IN LIABILITY MEASURED AT FAIR VALUE | SCHEDULE OF CHANGE IN LIABILITY MEASURED AT FAIR VALUE 2022 2021 2022 2021 US$ thousands US$ thousands Balance as of January 1, 134 - Convertible financial instrument received - 134 Change in fair value (13 ) - Balance as of December 31, 121 134 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |
SCHEDULE OF INCOME BEFORE INCOME TAX | SCHEDULE OF INCOME BEFORE INCOME TAX 2022 2021 Year Ended December 31, 2022 2021 Computed tax at the federal statutory rate of 21 $ (160,803 ) $ (282,582 ) State income taxes, net of federal income tax benefit (33,271 ) (58,468 ) Foreign rate differential (171,089 ) (106,409 ) Change in federal valuation allowance 365,163 447,459 Total provision for income tax $ - $ - |
SCHEDULE OF DEFERRED TAX ASSETS | SCHEDULE OF DEFERRED TAX ASSETS 2022 2021 As of December 31, 2022 2021 Outside tax basis difference in equity investments $ 1,700,000 $ 1,700,000 Federal and state net operating loss carryforwards available after consideration of IRC Section 382 limitations 1,686,708 1,676,585 General business credit 41,551 41,551 Stock compensation 174,009 99,103 Net operating losses Research and development credit carried forward Other Total deferred tax assets 3,602,268 3,517,239 Federal and state net operating loss carryforwards subject to IRC Section 382 limitations 15,465,570 28,425,763 Less valuation allowance for net operating loss limitations (15,465,570 ) (28,425,763 ) Valuation allowance (2,971,573 ) (2,482,298 ) Subtotal deferred tax assets 630,695 1,034,941 Deferred tax liability, equity method basis difference (630,695 ) (1,034,941 ) Net deferred tax assets $ - $ - |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
SCHEDULE OF DEFERRED TAX ASSETS | SCHEDULE OF DEFERRED TAX ASSETS 2022 2021 December 31, 2022 2021 US$ thousands US$ thousands Deferred tax assets: Net operating losses 885 719 Research and development credit carried forward 229 230 Other 26 4 Total deferred tax assets 1,140 953 Less valuation allowance (1,140 ) (953 ) Net deferred tax assets - - |
RESTATEMENTS OF PREVIOUSLY IS_2
RESTATEMENTS OF PREVIOUSLY ISSUED INTERIM FINANCIAL STATEMENTS (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS | The following is a summary of the restatement: SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS Balance Sheet: Originally Reported Adjustment Restated September 30, 2022 Originally Reported Adjustment Restated Total current assets $ 65,832 $ - $ 65,832 Investment in NewStem, Ltd 1,828,419 194,948 2,023,367 Total assets 2,031,262 194,948 2,226,210 Total current liabilities 125,632 - 125,632 Stockholders’ equity 1,737,421 194,948 1,932,369 Statements of Operations: Originally Reported Adjustment Restated Nine Months Ended September 30, 2022 Originally Reported Adjustment Restated Loss before income taxes $ (270,283 ) $ - $ (270,283 ) Provision for income tax - - - Net loss before equity in net loss of equity method investees (270,283 ) - (270,283 ) Equity in net income (loss) of equity method investees (606,736 ) 194,948 (411,788 ) Net loss (877,019 ) 194,948 (682,071 ) Balance Sheet: Originally Reported Adjustment Restated June 30, 2022 Originally Reported Adjustment Restated Total current assets $ 108,634 $ - $ 108,634 Investment in NewStem, Ltd 1,913,951 194,948 2,108,899 Total assets 2,159,596 194,948 2,354,544 Total current liabilities 102,053 - 102,053 Stockholders’ equity 1,957,543 194,948 2,152,491 Statements of Operations: Originally Reported Adjustment Restated Six Months Ended June 30, 2022 Originally Reported Adjustment Restated Loss before income taxes $ (60,543 ) $ - $ (60,543 ) Provision for income tax - - - Net loss before equity in net loss of equity method investees (60,543 ) - (60,543 ) Equity in net income (loss) of equity method investees (521,204 ) 194,948 (326,256 ) Net loss (581,747 ) 194,948 (386,799 ) Statements of Operations: Originally Reported Adjustment Restated Three Months Ended June 30, 2022 Originally Reported Adjustment Restated Loss before income taxes $ (229,982 ) $ - $ (229,982 ) Provision for income tax - - - Net loss before equity in net loss of equity method investees (229,982 ) - (229,982 ) Equity in net income (loss) of equity method investees (134,301 ) 194,948 60,647 Net loss (364,283 ) 194,948 (169,335 ) |
CASH AND CASH EQUIVALENTS (Tabl
CASH AND CASH EQUIVALENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
SCHEDULE OF CASH AND CASH EQUIVALENTS | The Company’s cash and cash equivalents balance as of December 31, 2022 and 2021, is denominated in the following currencies: SCHEDULE OF CASH AND CASH EQUIVALENTS 2022 2021 December 31 2022 2021 US$ thousands US$ thousands US Dollars 811 371 New Israeli Shekels 57 97 Euro 9 - Great British Pound 1 133 Cash and cash equivalents 878 601 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
SCHEDULE OF OTHER CURRENT ASSETS | SCHEDULE OF OTHER CURRENT ASSETS 2022 2021 December 31 2022 2021 US$ thousands US$ thousands Government institutions 29 52 Prepaid expenses 4 1 Other current assets 33 53 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET | SCHEDULE OF PROPERTY AND EQUIPMENT, NET 2022 2021 December 31 2022 2021 US$ thousands US$ thousands Cost: Software and Computers 62 62 Accumulated depreciation: Software and Computers 39 21 Depreciated cost 23 41 |
ACCOUNTS PAYABLE (Tables)
ACCOUNTS PAYABLE (Tables) - New Stem Limited [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |
SCHEDULE OF ACCOUNTS PAYABLE | SCHEDULE OF ACCOUNTS PAYABLE 2022 2021 December 31 2022 2021 US$ thousands US$ thousands Employees and payroll accruals 53 104 Accrued expenses and other payables 44 23 Accounts payable 97 127 |
SCHEDULE OF FUTURE MINIMUM COMMITMENTS | Future minimum commitments under the agreement as of December 31, 2022, are as follows: SCHEDULE OF FUTURE MINIMUM COMMITMENTS US$ thousands 2023 9 |
FINANCIAL (INCOME) EXPENSES, _2
FINANCIAL (INCOME) EXPENSES, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
SCHEDULE OF FINANCIAL EXPENSE (INCOME), NET | SCHEDULE OF FINANCIAL EXPENSE (INCOME), NET 2022 2021 December 31 2022 2021 US$ thousands US$ thousands Bank commissions 2 1 Revaluation of marketable securities to market value - 4 Revaluation of convertible financial instrument (13 ) - Interest from government authorities (3 ) - Currency exchange differences 11 - Financial (income) expenses, net (3 ) 5 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
SCHEDULE OF RELATED PARTY TRANSACTIONS | The Company engaged with its shareholders to receive consulting services and lab renting. SCHEDULE OF RELATED PARTY TRANSACTIONS Transactions Year ended Year ended December 31 December 31 2022 2021 US$ thousands US$ thousands Research and development expenses 353 309 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | ||||
Jul. 31, 2022 | May 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2018 | |
Accumulated deficit | $ 288,940,510 | $ 288,174,780 | $ 2,260,000 | ||
Working capital | $ 600,000 | $ 600,000 | |||
New Stem Limited [Member] | |||||
Accumulated deficit | $ 7,970,000 | $ 5,629,000 | |||
New Stem Ltd [Member] | |||||
Equity interest percentage | 31% | ||||
Net Co Partners [Member] | |||||
Equity interest percentage | 50% |
SCHEDULE OF WEIGHTED AVERAGE NU
SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OF DILUTIVE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||||
Net loss available to common shareholders | $ (169,335) | $ (386,799) | $ (682,071) | $ (765,730) | $ (1,345,628) |
Weighted average shares outstanding: | |||||
-Basic | 46,881,475 | 44,259,559 | |||
Add: Warrants | |||||
Add: Stock options | |||||
-Diluted | 46,881,475 | 44,259,559 | |||
Basic and diluted net loss per share | $ (0.02) | $ (0.03) |
SCHEDULE OF WARRANTS AND STOCK
SCHEDULE OF WARRANTS AND STOCK OPTIONS (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options | 3,000,000 | 3,000,000 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options | 5,400,000 | 4,300,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Equity method investment description | Investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the Investee company. | |
New Stem Limited [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Annual depreciation rate for Software and Computers | 33% | |
Impairment amount | $ 0 | $ 0 |
New Stem Limited [Member] | Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Lease term | 12 months | |
Net Co Partners [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equity interest percentage | 50% |
SCHEDULE OF INVESTMENTS (Detail
SCHEDULE OF INVESTMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Gain on dilution of equity method investment | $ 387,524 | |
New Stem Ltd [Member] | ||
Investment in NetCo, beginning | 2,435,155 | 3,299,713 |
Allocation of net income from Netco | (732,393) | (864,558) |
Gain on dilution of equity method investment | 387,524 | |
Purchase of NewStem shares | ||
Investment in NetCo, ending | 2,090,286 | 2,435,155 |
Net Co Partners [Member] | ||
Investment in NetCo, beginning | 137,011 | 137,011 |
Allocation of net income from Netco | 12,591 | 21,290 |
Investment in NetCo, ending | 137,011 | 137,011 |
Distribution from NetCo | $ (12,591) | $ (21,290) |
SCHEDULE OF OPERATIONS AND FINA
SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net income (loss) | $ (169,335) | $ (386,799) | $ (682,071) | $ (765,730) | $ (1,345,628) |
Company’s allocation of net income from NetCo | $ 60,647 | (326,256) | (411,788) | (719,802) | (843,268) |
Current assets | 108,634 | 65,832 | 58,907 | 36,982 | |
Current liabilities | $ 102,053 | $ 125,632 | 64,876 | 193,202 | |
New Stem Ltd [Member] | |||||
Net sales | |||||
Gross margin | |||||
Net income (loss) | (2,341,000) | (2,630,000) | |||
Company’s allocation of net income from NetCo | (732,393) | (864,558) | |||
Current assets | 911,000 | 1,425,000 | |||
Non-current assets | 23,000 | 41,000 | |||
Current liabilities | 97,000 | 227,000 | |||
Non-current liabilities | 121,000 | 134,000 | |||
Net Co Partners [Member] | |||||
Net sales | 25,182 | 42,580 | |||
Gross margin | |||||
Net income (loss) | 25,182 | 42,580 | |||
Company’s allocation of net income from NetCo | 12,591 | 21,290 | |||
Current assets | 13,473 | 13,475 | |||
Non-current assets | 272,799 | 272,799 | |||
Current liabilities | 12,250 | 12,252 | |||
Non-current liabilities |
EQUITY METHOD INVESTMENTS (Deta
EQUITY METHOD INVESTMENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
New Stem [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Additional funding | $ 1,450,000 | |||||
New Stem Ltd [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership investment percentage | 20% | 30.58% | 31.51% | |||
New Stem Ltd [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Sale of stock | 50,000 | |||||
Percentage of outstanding shares | 33% | |||||
Shares acquisitions shares | 12,500 | 12,500 | 25,000 | |||
Shares acquisitions | $ 1,000,000 | $ 1,000,000 | $ 2,000,000 | |||
Carrying value of investment | $ 2,090,286 | $ 2,435,155 | ||||
Equity interest percentage | 31% | |||||
Net Co Partners [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity interest percentage | 50% | |||||
Maximum [Member] | New Stem Ltd [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | $ 4,000,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Nov. 11, 2022 | Apr. 12, 2021 | Jul. 31, 2022 | May 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 16, 2022 | |
Short-Term Debt [Line Items] | |||||||
Accrued interest percenatge | 8% | ||||||
Maturity date | Jan. 31, 2024 | ||||||
Accured interest expense | $ 11,018 | $ 6,825 | |||||
Working capital needs | $ 600,000 | $ 600,000 | |||||
Interest rate | 10% | ||||||
Receives advances | $ 280,000 | ||||||
Promissory Note [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Related party amount | $ 100,000 | ||||||
Accrued interest percenatge | 8% | ||||||
Maturity date | Apr. 12, 2022 | ||||||
Accured interest expense | $ 5,752 | ||||||
Interest expense paid | $ 6,752 |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||
Weighted average risk-free interest | 1.50% | 1.60% |
Expected term, in years | 3 years 9 months 25 days | 6 years |
Expected volatility | 183.70% | 140.20% |
Dividend yield | 0% | 0% |
Determined weighted average grant date fair value per option | $ 0.27 | |
New Stem Limited [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Weighted average risk-free interest | 1.50% | |
Expected term, in years | 10 years | |
Expected volatility | 76% | |
Dividend yield | 0% |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITIES (Details) - $ / shares | 12 Months Ended | ||
Jan. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options, Granted | 500,000 | ||
Weighted Average Exercise Price, Granted | $ 0.27 | ||
Equity Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options Outstanding beginning | 4,300,000 | 4,300,000 | |
Weighted Average Exercise Price Outstanding beginning | $ 0.10 | $ 0.10 | |
Number of Options, Granted | 1,100,000 | ||
Weighted Average Exercise Price, Granted | $ 0.29 | ||
Number of Options Outstanding ending | 5,400,000 | 4,300,000 | |
Weighted Average Exercise Price Outstanding ending | $ 0.14 | $ 0.10 | |
Number of Options Exercisable | 4,800,000 | 4,300,000 | |
Weighted Average Exercise Price, Exercisable | $ 0.12 | $ 0.10 |
SUMMARY OF WARRANTS ACTIVITY (D
SUMMARY OF WARRANTS ACTIVITY (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of shares underlying warrants, Beginning balance | 3,000,000 | 3,000,000 |
Weighted average exercise price, Beginning balance | $ 0.12 | $ 0.12 |
Number of shares underlying warrants, Granted | ||
Weighted average exercise price, Granted | ||
Number of shares underlying warrants, Exercised | ||
Number of shares underlying warrants, Forfeited or expired | ||
Number of shares underlying warrants, Ending balance | 3,000,000 | 3,000,000 |
Weighted average exercise price, Ending balance | $ 0.12 | $ 0.12 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) $ / shares in Units, £ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 23, 2022 USD ($) shares | Apr. 30, 2022 USD ($) shares | Jan. 31, 2022 shares | Nov. 15, 2021 shares | Sep. 30, 2021 USD ($) shares | Jun. 30, 2018 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) shares | Dec. 31, 2018 USD ($) shares | Dec. 31, 2016 shares | Dec. 31, 2022 ₪ / shares | Dec. 23, 2022 ₪ / shares | Apr. 30, 2022 ₪ / shares | Nov. 30, 2021 USD ($) | Nov. 30, 2021 GBP (£) | Jun. 30, 2021 shares | Nov. 12, 2018 shares | |
Common stock shares issued | shares | 46,881,475 | 46,881,475 | |||||||||||||||||
Common stock shares outstanding | shares | 46,881,475 | 46,881,475 | |||||||||||||||||
Common stock par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||
Expected term of options, in years | 3 years 9 months 25 days | 6 years | |||||||||||||||||
Expected dividend yield | 0% | 0% | |||||||||||||||||
Stock-based compensation expense | $ 282,662 | $ 272,766 | |||||||||||||||||
Compensation cost | 13,000 | ||||||||||||||||||
Stock option grants | shares | 500,000 | ||||||||||||||||||
Number of ordinary shares issued, value | |||||||||||||||||||
Prepaid share-based payment | 40,561 | $ 28,316 | |||||||||||||||||
New Stem Limited [Member] | |||||||||||||||||||
Common stock par value | ₪ / shares | ₪ 0.01 | ||||||||||||||||||
Expected term of options, in years | 10 years | ||||||||||||||||||
Expected dividend yield | 0% | ||||||||||||||||||
Stock-based compensation expense | $ 1,273,000 | $ 1,420,000 | |||||||||||||||||
Stock option grants | shares | 0 | ||||||||||||||||||
Number of ordinary shares issued, value | $ 1,450,000 | ||||||||||||||||||
Number of Ordinary shares issued for services, value | 1,952,000 | ||||||||||||||||||
Prepaid share-based payment | $ 771,000 | ||||||||||||||||||
Total funding in investment | $ 2,900,000 | ||||||||||||||||||
New Stem Limited [Member] | Stock Option Plan [Member] | |||||||||||||||||||
Ordinary shares reserved for issuance | shares | 6,250 | 13,654 | |||||||||||||||||
Contractual life of share option | 10 years | ||||||||||||||||||
Vesting period of share options | 4 years | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Expected term of options, in years | 7 years | ||||||||||||||||||
Directot and Investor [Member] | |||||||||||||||||||
Number of options | shares | 5,400,000 | ||||||||||||||||||
Founders [Member] | New Stem Limited [Member] | |||||||||||||||||||
Number of ordinary shares issued | shares | 100,000 | ||||||||||||||||||
Subscription Agreements [Member] | |||||||||||||||||||
Number of ordinary shares issued | shares | 3,000,000 | ||||||||||||||||||
Investment Agreement [Member] | New Stem Limited [Member] | |||||||||||||||||||
Number of ordinary shares issued | shares | 50,000 | 12,500 | 25,000 | ||||||||||||||||
Ordinary shares issued and outstanding percentage | 33% | ||||||||||||||||||
Number of ordinary shares issued, value | $ 4,000,000 | $ 1,000,000 | $ 2,000 | ||||||||||||||||
Investment subject to two equal tranches milestones | $ 2,000,000 | ||||||||||||||||||
Investment Agreement [Member] | New Stem Limited [Member] | Third Party [Member] | |||||||||||||||||||
Percentage of ordinary shares | 5% | ||||||||||||||||||
Number of ordinary shares issued for services | shares | 8,696 | ||||||||||||||||||
Number of Ordinary shares issued for services, value | $ 1,952,000 | ||||||||||||||||||
Investment Agreement [Member] | New Stem Limited [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |||||||||||||||||||
Number of ordinary shares issued | shares | 12,500,000 | ||||||||||||||||||
Investment tranche paid | $ 1,000,000 | ||||||||||||||||||
Share Purchase Agreement [Member] | Two Investors [Member] | New Stem Limited [Member] | |||||||||||||||||||
Number of ordinary shares issued | shares | 2,647 | ||||||||||||||||||
Number of ordinary shares issued, value | $ 800,000 | ||||||||||||||||||
Share price per share | ₪ / shares | ₪ 0.01 | ||||||||||||||||||
Share Purchase Agreement [Member] | Investors [Member] | New Stem Limited [Member] | |||||||||||||||||||
Number of ordinary shares issued | shares | 2,151 | ||||||||||||||||||
Number of ordinary shares issued, value | $ 650,000 | ||||||||||||||||||
Share price per share | ₪ / shares | ₪ 0.01 | ||||||||||||||||||
Simple Agreement for Future Equity [Member] | New Stem Limited [Member] | |||||||||||||||||||
Investments | $ 134,000 | £ 100 | |||||||||||||||||
Conversion of ordinary share description | If no financing round occurs, the SAFE amount shall automatically be converted into ordinary shares at the earlier of: (a) an M&A transaction – using the price per share | ||||||||||||||||||
Simple Agreement for Future Equity [Member] | New Stem Limited [Member] | Least 1 Million [Member] | |||||||||||||||||||
Conversion of ordinary share description | In the event of a financing round of at least 1 million GBP, the SAFE will be automatically converted into ordinary shares at the price determined in such round | ||||||||||||||||||
Simple Agreement for Future Equity [Member] | New Stem Limited [Member] | Below 1 Million [Member] | |||||||||||||||||||
Conversion of ordinary share description | In the event that the financing round is below 1 million GBP, the SAFE may be converted into ordinary shares at the price determined in such round, at the discretion of the investor |
SCHEDULE OF INCOME BEFORE INCOM
SCHEDULE OF INCOME BEFORE INCOME TAX (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Computed tax at the federal statutory rate of 21% | $ (160,803) | $ (282,582) | |||
State income taxes, net of federal income tax benefit | (33,271) | (58,468) | |||
Foreign rate differential | (171,089) | (106,409) | |||
Change in federal valuation allowance | 365,163 | 447,459 | |||
Total provision for income tax |
SCHEDULE OF INCOME BEFORE INC_2
SCHEDULE OF INCOME BEFORE INCOME TAX (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21% | 21% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||
Outside tax basis difference in equity investments | $ 1,700,000 | $ 1,700,000 |
Federal and state net operating loss carryforwards available after consideration of IRC Section 382 limitations | 1,686,708 | 1,676,585 |
General business credit | 41,551 | 41,551 |
Stock compensation | 174,009 | 99,103 |
Total deferred tax assets | 3,602,268 | 3,517,239 |
Federal and state net operating loss carryforwards subject to IRC Section 382 limitations | 15,465,570 | 28,425,763 |
valuation allowance for net operating loss limitations | (15,465,570) | (28,425,763) |
Less valuation allowance | (2,971,573) | (2,482,298) |
Subtotal deferred tax assets | 630,695 | 1,034,941 |
Deferred tax liability, equity method basis difference | (630,695) | (1,034,941) |
Net deferred tax assets | ||
New Stem Limited [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Net operating losses | 885,000 | 719,000 |
Research and development credit carried forward | 229,000 | 230,000 |
Other | 26,000 | 4,000 |
Total deferred tax assets | 1,140,000 | 953,000 |
Less valuation allowance | (1,140,000) | (953,000) |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Operating loss | $ 61,000,000 | $ 118,000,000 |
Operating tax losses | 6,400,000 | 6,200,000 |
Federal and state losses | 1,775,000 | |
New Stem Limited [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating tax losses | $ 3,800,000 | $ 3,100,000 |
Israeli corporate tax rate | 23% | 23% |
Statutory tax rate | 0% | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating tax losses | $ 55,000,000 | $ 23,000,000 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating tax losses | $ 25,000,000 | $ 3,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended | ||||||
Nov. 10, 2022 USD ($) | Nov. 10, 2022 ILS (₪) | Oct. 31, 2022 | Feb. 11, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2017 | |
New Stem Limited [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Royalties percentage | 3% | ||||||
Sublicense fees percentage | 12% | ||||||
Research and development | $ 200,000 | $ 200,000 | |||||
Rent expense | $ 1 | ₪ 3 | |||||
New Stem Limited [Member] | General and Administrative Expense [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Lease expense | $ 6,000 | ||||||
New Stem Limited [Member] | Future Sales [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Royalties percentage | 1.50% | ||||||
New Stem Limited [Member] | Future License [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Royalties percentage | 10% | ||||||
New Stem Limited [Member] | Maximum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Royalties percentage | 3.50% | ||||||
Omni Bridgeway [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Litigation Settlement, Expense | $ 1,000,000 | ||||||
Net Co Partners [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Equity interest percentage | 50% |
SCHEDULE OF ERROR CORRECTIONS A
SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total current assets | $ 108,634 | $ 65,832 | $ 58,907 | $ 36,982 | ||
Investment in NewStem, Ltd | 2,108,899 | 2,023,367 | 2,090,286 | 2,435,155 | ||
Total assets | 2,354,544 | 2,226,210 | 2,286,204 | 2,609,148 | ||
Total current liabilities | 102,053 | 125,632 | 64,876 | 193,202 | ||
Stockholders’ equity | 2,152,491 | 1,932,369 | 1,932,878 | 2,415,946 | $ 3,488,808 | |
Loss before income taxes | $ (229,982) | (60,543) | (270,283) | (433,452) | (502,360) | |
Provision for income tax | ||||||
Net loss before equity in net loss of equity method investees | (229,982) | (60,543) | (270,283) | (433,452) | (502,360) | |
Equity in net income (loss) of equity method investees | 60,647 | (326,256) | (411,788) | (719,802) | (843,268) | |
Loss for the year | (169,335) | (386,799) | (682,071) | $ (765,730) | $ (1,345,628) | |
Previously Reported [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total current assets | 108,634 | 65,832 | ||||
Investment in NewStem, Ltd | 1,913,951 | 1,828,419 | ||||
Total assets | 2,159,596 | 2,031,262 | ||||
Total current liabilities | 102,053 | 125,632 | ||||
Stockholders’ equity | 1,957,543 | 1,737,421 | ||||
Loss before income taxes | (229,982) | (60,543) | (270,283) | |||
Provision for income tax | ||||||
Net loss before equity in net loss of equity method investees | (229,982) | (60,543) | (270,283) | |||
Equity in net income (loss) of equity method investees | (134,301) | (521,204) | (606,736) | |||
Loss for the year | (364,283) | (581,747) | (877,019) | |||
Revision of Prior Period, Adjustment [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total current assets | ||||||
Investment in NewStem, Ltd | 194,948 | 194,948 | ||||
Total assets | 194,948 | 194,948 | ||||
Total current liabilities | ||||||
Stockholders’ equity | 194,948 | 194,948 | ||||
Loss before income taxes | ||||||
Provision for income tax | ||||||
Net loss before equity in net loss of equity method investees | ||||||
Equity in net income (loss) of equity method investees | 194,948 | 194,948 | 194,948 | |||
Loss for the year | $ 194,948 | $ 194,948 | $ 194,948 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 23, 2023 | Mar. 20, 2023 | Jan. 31, 2022 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Grant stock options | 500,000 | |||
New Stem Limited [Member] | ||||
Subsequent Event [Line Items] | ||||
Grant stock options | 0 | |||
Convertible Loan Agreement [Member] | Subsequent Event [Member] | New Stem Limited [Member] | ||||
Subsequent Event [Line Items] | ||||
Loans payable | $ 200 | |||
Maturity term | 2 years | |||
Interest rate | 12.50% | |||
Conversion price percentage | 75% | |||
Increase in interest rate | 20% | |||
Directors And Officers [Member] | ||||
Subsequent Event [Line Items] | ||||
Grant stock options | 360,000 |
SCHEDULE OF CASH AND CASH EQUIV
SCHEDULE OF CASH AND CASH EQUIVALENTS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Cash and cash equivalents | $ 6,346 | $ 8,666 |
New Stem Limited [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Cash and cash equivalents | 878,000 | 601,000 |
New Stem Limited [Member] | United States of America, Dollars | ||
Schedule of Equity Method Investments [Line Items] | ||
Cash and cash equivalents | 811,000 | 371,000 |
New Stem Limited [Member] | Israel, New Shekels | ||
Schedule of Equity Method Investments [Line Items] | ||
Cash and cash equivalents | 57,000 | 97,000 |
New Stem Limited [Member] | Euro Member Countries, Euro | ||
Schedule of Equity Method Investments [Line Items] | ||
Cash and cash equivalents | 9,000 | |
New Stem Limited [Member] | United Kingdom, Pounds | ||
Schedule of Equity Method Investments [Line Items] | ||
Cash and cash equivalents | $ 1,000 | $ 133,000 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - New Stem Limited [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Government institutions | $ 29 | $ 52 |
Prepaid expenses | 4 | 1 |
Other current assets | $ 33 | $ 53 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - New Stem Limited [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cost: | ||
Software and Computers | $ 62 | $ 62 |
Accumulated depreciation: | ||
Software and Computers | 39 | 21 |
Depreciated cost | $ 23 | $ 41 |
SCHEDULE OF ACCOUNTS PAYABLE (D
SCHEDULE OF ACCOUNTS PAYABLE (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Accounts payable | $ 21,203 | $ 49,777 |
New Stem Limited [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Employees and payroll accruals | 53,000 | 104,000 |
Accrued expenses and other payables | 44,000 | 23,000 |
Accounts payable | $ 97,000 | $ 127,000 |
SCHEDULE OF SHARE CAPITAL COMPO
SCHEDULE OF SHARE CAPITAL COMPOSITION (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Ordinary shares, Number of shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares, Number of shares issued and fully paid | 50,316,672 | 50,316,672 |
New Stem Limited [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ordinary shares, Number of shares authorized | 1,000,000 | 1,000,000 |
Ordinary shares, Number of shares issued and fully paid | 163,494 | 158,696 |
SCHEDULE OF SHARE CAPITAL COM_2
SCHEDULE OF SHARE CAPITAL COMPOSITION (Details) (Parenthetical) | Dec. 31, 2022 $ / shares | Dec. 31, 2022 ₪ / shares | Dec. 31, 2021 $ / shares |
Schedule of Equity Method Investments [Line Items] | |||
Ordinary shares par value | $ / shares | $ 0.01 | $ 0.01 | |
New Stem Limited [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Ordinary shares par value | ₪ / shares | ₪ 0.01 |
SUMMARY OF EMPLOYEE OPTION ACTI
SUMMARY OF EMPLOYEE OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options, Granted | 500,000 | ||
Weighted average exercise price, Granted | $ 0.27 | ||
New Stem Limited [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options, Granted | 0 | ||
Equity Incentive Plan [Member] | New Stem Limited [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options Outstanding beginning | 13,145 | ||
Weighted Average Exercise Price Outstanding beginning | $ 146.63 | ||
Weighted average remaining contractual term (years) | 7 years 3 months | 8 years 3 months | |
Aggregate intrinsic value, Beginning balance | $ 1,475 | ||
Number of Options, Granted | |||
Weighted average exercise price, Granted | |||
Number of Options Outstanding ending | 13,145 | 13,145 | |
Weighted Average Exercise Price Outstanding ending | $ 146.63 | $ 146.63 | |
Aggregate intrinsic value, Ending balance | $ 2,045 | $ 1,475 | |
Number of Options Exercisable | 8,862 | ||
Weighted average exercise price, Exercisable | $ 101.90 | ||
Weighted average remaining contractual term (years), Exercisable | 6 years 9 months 18 days | ||
Aggregate intrinsic value, Exercisable | $ 1,775 |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE (Details) - New Stem Limited [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||
Total stock-based compensation expense | $ 502 | $ 239 |
Research and Development Expense [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Total stock-based compensation expense | 321 | 185 |
General and Administrative Expense [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Total stock-based compensation expense | $ 181 | $ 54 |
SCHEDULE OF CHANGE IN LIABILITY
SCHEDULE OF CHANGE IN LIABILITY MEASURED AT FAIR VALUE (Details) - New Stem Limited [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||
Balance as of January 1, | $ 134 | |
Convertible financial instrument received | 134 | |
Change in fair value | (13) | |
Balance as of December 31, | $ 121 | $ 134 |
SCHEDULE OF FUTURE MINIMUM COMM
SCHEDULE OF FUTURE MINIMUM COMMITMENTS (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
New Stem Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
2023 | $ 9 |
SCHEDULE OF FINANCIAL EXPENSE (
SCHEDULE OF FINANCIAL EXPENSE (INCOME), NET (Details) - New Stem Limited [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||
Bank commissions | $ 2 | $ 1 |
Revaluation of marketable securities to market value | 4 | |
Revaluation of convertible financial instrument | (13) | |
Interest from government authorities | (3) | |
Currency exchange differences | 11 | |
Financial (income) expenses, net | $ (3) | $ 5 |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
New Stem Limited [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Research and development expenses | $ 353 | $ 309 |