Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the registration statement on Form S-1 (File No. 333-264834), initially filed by AppYea, Inc., a Nevada corporation (the “Registrant”), with the Securities and Exchange Commission (the “SEC”) on May 10, 2022 and declared effective by the SEC on September 29, 2022 (the “Registration Statement”) |
Entity Registrant Name | APPYEA, INC. |
Entity Central Index Key | 0001568969 |
Entity Tax Identification Number | 46-1496846 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 16 Natan Alterman St |
Entity Address, City or Town | Gan Yavne |
Entity Address, Country | IL |
City Area Code | 800 |
Local Phone Number | 674-3561 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Contact Personnel Email Address | info@appyea.com |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 3275 S Jones Blvd suite 104 |
Entity Address, City or Town | Las Vegas |
Entity Address, Postal Zip Code | 89146 |
Contact Personnel Name | Byron Thomas Esq. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | |||
Cash and cash equivalents | $ 156,000 | $ 60,000 | $ 206,000 |
Other accounts receivables | 19,000 | 13,000 | |
Other accounts receivables | 37,000 | 19,000 | |
Inventory Advance | 7,000 | ||
Total current assets | 200,000 | 79,000 | 356,000 |
Non-current assets | |||
Property and equipment, net | 2,000 | 2,000 | 2,000 |
Intangible assets, net | 142,000 | 124,000 | 148,000 |
Total non-current assets | 144,000 | 126,000 | 150,000 |
Total assets | 344,000 | 205,000 | 506,000 |
Current liabilities | |||
Trade payables | 65,000 | 67,000 | 30,000 |
Other accounts payable and related party payables | 595,000 | 340,000 | 65,000 |
Short-term loans from related party | 78,000 | 80,000 | 89,000 |
Convertible loans from related party | 36,000 | 32,000 | |
Convertible loans | 781,000 | 693,000 | |
Short-term loans | 693,000 | 112,000 | |
Convertible loans at fair value | 1,925,000 | 1,528,000 | 1,933,000 |
Warrants liability | 24,000 | 260,000 | |
Financial liability at fair value | 183,000 | 24,000 | |
Total current liabilities | 2,768,000 | 2,521,000 | |
Non-current liabilities | |||
Convertible loan – net of current maturities | 415,000 | ||
Total non current liabilities | 415,000 | ||
Total liabilities | 3,627,000 | 2,768,000 | 2,936,000 |
AppYea Inc. Stockholders’ Deficiency: | |||
Convertible preferred stock, $0.0001 par value | |||
Common stock, $0.0001 par value | 26,000 | 21,000 | 21,000 |
Stock Payables | 468,000 | 27,000 | |
Additional Paid in Capital | 2,833,000 | 1,912,000 | 768,000 |
Accumulated deficit | (6,596,000) | (4,509,000) | (3,205,000) |
Total AppYea Inc. stockholders’ deficiency | (3,269,000) | (2,549,000) | (2,416,000) |
Non-controlling interests | (14,000) | (14,000) | (14,000) |
Total Deficiency | (3,283,000) | (2,563,000) | (2,430,000) |
Total liabilities and deficiency | $ 344,000 | 205,000 | 506,000 |
Related Party [Member] | |||
Current assets | |||
Other accounts receivables | $ 137,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Income Statement [Abstract] | ||||||||
Research and development expenses | $ 34 | $ 31 | $ 50 | $ 73 | $ 129 | $ 81 | ||
Sales and marketing | 47 | 1 | 49 | 12 | 16 | 5 | ||
General and administrative expenses | 261 | 513 | 1,128 | 1,592 | 2,017 | 632 | ||
Operating loss | (342) | (545) | (1,227) | (1,677) | (2,162) | (718) | ||
Reverse merger cost | (2,457) | |||||||
Change in fair value of convertible loans and warrant liability | (712) | (119) | (451) | 1,004 | 910 | |||
Financial income (expenses), net | (402) | (19) | (409) | (65) | (52) | (6) | ||
Loss before income tax benefit | (1,456) | (683) | (2,087) | (738) | ||||
Income tax benefit | ||||||||
Net loss | (1,456) | (683) | (2,087) | (738) | (1,304) | (3,181) | ||
Non-controlling interests | 2 | |||||||
Net Loss attributable to AppYea Inc. | $ (1,456) | $ (683) | $ (2,087) | $ (738) | $ (1,304) | $ (3,179) | ||
Loss per Common Share | ||||||||
Basic | $ (0.005) | $ (0.026) | ||||||
Diluted | $ (0.005) | $ (0.026) | ||||||
Weighted Average number of Common Shares Outstanding basic | 242,243,536,000 | 220,730,798,000 | 234,943,286,000 | 219,350,536,000 | 219,588,562 | [1] | 118,852,344 | [1] |
Weighted Average number of Common Shares Outstanding diluted | 242,243,536,000 | 220,730,798,000 | 234,943,286,000 | 219,350,536,000 | 219,588,562 | [1] | 118,852,344 | [1] |
[1]The number of preferred and common shares outstanding were retroactively adjusted as a result of a reverse merger and reverse split, see Note 1 and Note 9. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Deficiency - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||||||
Balance | $ (2,342,000) | $ (1,869,000) | $ (2,563,000) | $ (2,430,000) | $ (2,430,000) | $ (37,000) | ||||||
Issuance of shares to service providers | 80,000 | |||||||||||
Issuance of shares | 102,000 | 299,000 | ||||||||||
Share issuance upon conversion of convertible notes | 242,000 | |||||||||||
CLA - change of classification | 66,000 | 66,000 | ||||||||||
Stock payables | 394,000 | 7,000 | 441,000 | 35,000 | 27,000 | |||||||
Shares issued in the Reverse Merger | 4,000 | |||||||||||
Share issuance upon conversion of preferred stock | 0 | |||||||||||
Share based compensation | 55,000 | 267,000 | 618,000 | 775,000 | 1,042,000 | 485,000 | ||||||
Net loss | (1,456,000) | (683,000) | (2,087,000) | (738,000) | (1,304,000) | (3,181,000) | ||||||
Balance | (3,283,000) | $ (2,278,000) | (3,283,000) | (2,278,000) | (2,563,000) | $ (2,430,000) | ||||||
Preferred Stock [Member] | ||||||||||||
Balance | ||||||||||||
Balance, shares | 300,000 | 300,000 | 300,000 | [1] | 300,000 | [1] | 300,000 | [1] | 225,000 | [1] | ||
Issuance of shares to service providers | ||||||||||||
Issuance of shares | ||||||||||||
Stock payables | ||||||||||||
Adjusting the amount of shares in light of issuance of AppYea shares | ||||||||||||
Shares issued in the Reverse Merger | ||||||||||||
Shares issued in the Reverse Merger, shares | [1] | 75,000 | ||||||||||
Share issuance upon conversion of preferred stock | ||||||||||||
Share issuance upon conversion of preferred stock ,shares | (29,201) | (29,201) | ||||||||||
Share based compensation | ||||||||||||
Net loss | ||||||||||||
Balance | ||||||||||||
Balance, shares | 270,799 | [2] | 300,000 | 270,799 | [2] | 300,000 | 300,000 | [1] | 300,000 | [1] | ||
Common Stock [Member] | ||||||||||||
Balance | $ 22,000 | $ 21,000 | $ 21,000 | $ 21,000 | $ 21,000 | $ 6,000 | ||||||
Balance, shares | 240,321,157 | 220,730,798 | 220,930,798 | [1] | 218,246,326 | [1] | 218,246,326 | [1] | 63,109,055 | [1] | ||
Issuance of shares to service providers | ||||||||||||
Issuance of shares to service providers, shares | 2,484,472 | |||||||||||
Issuance of shares | $ 5,000 | |||||||||||
Issuance of shares, shares | 200,000 | 200,000 | 2,684,472 | [1] | 45,690,956 | [1] | ||||||
Share issuance upon conversion of convertible notes | $ 1,000 | |||||||||||
Share issuance upon conversion of convertible notes, shares | 19,390,359 | |||||||||||
Stock payables | ||||||||||||
Adjusting the amount of shares in light of issuance of AppYea shares | $ 6,000 | |||||||||||
Adjusting the amount of shares in light of issuance of AppYea shares, shares | [1] | 65,795,623 | ||||||||||
Shares issued in the Reverse Merger | $ 4,000 | |||||||||||
Shares issued in the Reverse Merger, shares | [1] | 43,650,692 | ||||||||||
Share issuance upon conversion of preferred stock | $ 4,000 | $ 4,000 | ||||||||||
Share issuance upon conversion of preferred stock ,shares | 43,801,500 | 43,801,500 | ||||||||||
Share based compensation | ||||||||||||
Net loss | ||||||||||||
Balance | $ 26,000 | $ 21,000 | $ 26,000 | $ 21,000 | $ 21,000 | $ 21,000 | ||||||
Balance, shares | 284,122,657 | 220,930,798 | 284,122,657 | 220,930,798 | 220,930,798 | [1] | 218,246,326 | [1] | ||||
Stock Payables [Member] | ||||||||||||
Balance | $ 74,000 | $ 28,000 | $ 27,000 | |||||||||
Issuance of shares to service providers | ||||||||||||
Issuance of shares | (13,000) | (13,000) | ||||||||||
Share issuance upon conversion of convertible notes | ||||||||||||
CLA - change of classification | ||||||||||||
Stock payables | 394,000 | 7,000 | 441,000 | 35,000 | 27,000 | |||||||
Adjusting the amount of shares in light of issuance of AppYea shares | ||||||||||||
Shares issued in the Reverse Merger | ||||||||||||
Share issuance upon conversion of preferred stock | ||||||||||||
Share based compensation | ||||||||||||
Net loss | ||||||||||||
Balance | 468,000 | 22,000 | 468,000 | 22,000 | 27,000 | |||||||
Additional Paid-in Capital [Member] | ||||||||||||
Balance | 2,716,000 | 1,356,000 | 1,912,000 | 768,000 | 768,000 | (5,000) | ||||||
Issuance of shares to service providers | 80,000 | |||||||||||
Issuance of shares | 13,000 | 13,000 | 102,000 | 294,000 | ||||||||
Share issuance upon conversion of convertible notes | 241,000 | |||||||||||
CLA - change of classification | 66,000 | 66,000 | ||||||||||
Stock payables | ||||||||||||
Adjusting the amount of shares in light of issuance of AppYea shares | (6,000) | |||||||||||
Share issuance upon conversion of preferred stock | (4,000) | (4,000) | ||||||||||
Share based compensation | 55,000 | 267,000 | 618,000 | 775,000 | 1,042,000 | 485,000 | ||||||
Net loss | ||||||||||||
Balance | 2,833,000 | 1,636,000 | 2,833,000 | 1,636,000 | 1,912,000 | 768,000 | ||||||
Retained Earnings [Member] | ||||||||||||
Balance | (5,140,000) | (3,260,000) | (4,509,000) | (3,205,000) | (3,205,000) | (26,000) | ||||||
Issuance of shares to service providers | ||||||||||||
Issuance of shares | ||||||||||||
Stock payables | ||||||||||||
Adjusting the amount of shares in light of issuance of AppYea shares | ||||||||||||
Shares issued in the Reverse Merger | ||||||||||||
Share issuance upon conversion of preferred stock | ||||||||||||
Share based compensation | ||||||||||||
Net loss | (1,456,000) | (683,000) | (2,087,000) | (738,000) | (1,304,000) | (3,179,000) | ||||||
Balance | (6,596,000) | (3,943,000) | (6,596,000) | (3,943,000) | (4,509,000) | (3,205,000) | ||||||
Parent [Member] | ||||||||||||
Balance | (2,328,000) | (1,855,000) | (2,549,000) | (2,416,000) | (2,416,000) | (25,000) | ||||||
Issuance of shares to service providers | 80,000 | |||||||||||
Issuance of shares | 102,000 | 299,000 | ||||||||||
Share issuance upon conversion of convertible notes | 242,000 | |||||||||||
CLA - change of classification | 66,000 | 66,000 | ||||||||||
Stock payables | 394,000 | 7,000 | 441,000 | 35,000 | 27,000 | |||||||
Shares issued in the Reverse Merger | 4,000 | |||||||||||
Share issuance upon conversion of preferred stock | ||||||||||||
Share based compensation | 55,000 | 267,000 | 618,000 | 775,000 | 1,042,000 | 485,000 | ||||||
Net loss | (1,456,000) | (683,000) | (2,087,000) | (738,000) | (1,304,000) | (3,179,000) | ||||||
Balance | (3,269,000) | (2,264,000) | (3,269,000) | (2,264,000) | (2,549,000) | (2,416,000) | ||||||
Noncontrolling Interest [Member] | ||||||||||||
Balance | (14,000) | (14,000) | (14,000) | (14,000) | (14,000) | (12,000) | ||||||
Issuance of shares to service providers | ||||||||||||
Issuance of shares | ||||||||||||
Stock payables | ||||||||||||
Adjusting the amount of shares in light of issuance of AppYea shares | ||||||||||||
Shares issued in the Reverse Merger | ||||||||||||
Share issuance upon conversion of preferred stock | ||||||||||||
Share based compensation | ||||||||||||
Net loss | (2,000) | |||||||||||
Balance | $ (14,000) | $ (14,000) | $ (14,000) | $ (14,000) | $ (14,000) | $ (14,000) | ||||||
[1]The number of preferred and common shares outstanding were retroactively adjusted as a result of a reverse merger and reverse split. See Note 1 and Note 9.[2]Including share-based compensation for the Nine months ended September 30, 2023 and 2022 in the amount of $ 560,500 743,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (2,087) | $ (738) | $ (1,304) | $ (3,181) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 18 | 18 | 24 | 16 |
Share based compensation | 650 | 877 | 1,144 | 485 |
Reverse merger cost | 2,457 | |||
Change in fair value of convertible loans and warrant liability and financial expenses | 778 | (939) | (910) | |
Financial expenses, net | 52 | |||
Changes in operating assets and liabilities: | ||||
Other current assets | (18) | (9) | 143 | 54 |
Accounts payable | 272 | 91 | 171 | 1 |
Accounts payables – related party | (22) | 195 | 85 | |
Net cash used in operating activities | (410) | (505) | (595) | (168) |
Cash flows from Investing activities: | ||||
Research and development expenses capitalization | (36) | |||
Purchase of property and equipment | (3) | |||
Cash acquired in reverse merger (Appendix A) | 170 | |||
Net cash used by investing activities | (36) | 167 | ||
Cash flows from financing activities: | ||||
Proceeds on account of Stock Payables | 417 | 13 | ||
Issuance of shares of Common Stock | 136 | |||
Loans received from a related party | 14 | 60 | ||
Proceeds from convertible Note received less issuance expenses | 141 | 368 | 458 | |
Repayment on account of convertible loans including interest | (30) | |||
Issuance of warrants measured at FV | 9 | |||
Net cash provided by financing activities | 558 | 390 | 442 | 196 |
Effect of foreign exchange on cash and cash equivalents | (17) | (9) | 7 | |
Change in cash and cash equivalents | 95 | (124) | (146) | 195 |
Cash and cash equivalents at beginning of period | 60 | 206 | 206 | 11 |
Cash and cash equivalents at end of period | $ 156 | $ 82 | 60 | 206 |
Non-Cash Activity | ||||
Purchase of Intangible Asset by issuance of common stock | 163 | |||
Working capital (excluding cash and cash equivalents), net | (129) | |||
Loans, convertible loans and warrants | 2,752 | |||
Cost of reverse merger | (2,457) | |||
Shares issued in the reverse merger | 4 | |||
Cash acquired in reverse merger | $ 170 |
GENERAL
GENERAL | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GENERAL | NOTE 1 - GENERAL AppYea, Inc. (“AppYea”, “the Company”, “we” or “us”) was incorporated in the State of South Dakota on November 26, 2012 to engage in the acquisition, purchase, maintenance and creation of mobile software applications. The Company is in the development stage with no significant revenues and no operating history. On November 1, 2021 the Company was redomiciled in the State of Nevada. The Company’s common stock is traded on the OTC Markets, QB tier, under the symbol “APYP”. Reverse merger In anticipation of the reverse merger described below, on July 2, 2021, Boris Molchadsky a majority shareholder of the Company, acquired in a private transaction from the former majority shareholder two hundred and twenty-five thousand ( 225,000 The Series A Preferred Shares have the right to vote at 1,000 to 1 as shares of common stock and are convertible at a rate of 1,500 to 1 as shares of common stock of the Company. The acquisition of the Preferred Shares provided Boris Molchadsky control of a majority of the Company’s voting equity capital. On August 2, 2021, the Company entered into a stock exchange agreement with SleepX Ltd., a company formed under the laws of the State of Israel (“SleepX”) and controlled by the majority shareholder of AppYea, Pursuant to the agreement, the outstanding equity capital consisting of 1,724 174,595,634 80 SleepX is an Israeli research and development company that has developed a unique product for monitoring and treating sleep apnea and snoring. The technology is protected by several international patents and, subject to raising working capital, of which no assurance can be provided, the Company plans to start serial production in Q4 2023. The Company will focus on further development and commercialization of the products. Its strategy will include continued investment in research and development and new initiatives in sales and marketing. SleepX has incorporated, together with an unrelated third party, a privately held company under the laws of the State of Israel named Ta-nooma Ltd. (“Ta-nooma”). Ta-nooma has developed sleeping monitoring technology for which patent applications were filed and has no revenue from operation. Since its incorporation and as of the financial statements date, SleepX holds 66.7 In addition to SleepX, the Company has four wholly owned subsidiaries with no active operations. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 1 - GENERAL (cont.) Financial position The financial statements are presented on a going concern basis. The Company has not yet generated any material revenues, has suffered recurring losses from operations and is dependent upon external sources for financing its operations. As of September 30, 2023, and December 31, 2022, the Company has a stockholders’ deficiency of $ 3,269,000 2,549,000 523,569 The financial statements do not include any adjustments for the values of assets and liabilities and their classification may be necessary in the event that the Company is no longer able to continue its operations as a “going concern”. | NOTE 1 GENERAL AppYea, Inc. (“AppYea”, “the Company”, “we” or “us”) was incorporated in the State of South Dakota on November 26, 2012 to engage in the acquisition, purchase, maintenance and creation of mobile software applications. The Company is in the development stage with no significant revenues and no operating history. On November 1, 2021 the Company was redomiciled in the State of Nevada. The Company’s common stock is traded on the OTC Markets, OTCQB tier, under the symbol “APYP”. Reverse merger In anticipation of the reverse merger described below, on July 2, 2021, Boris Molchadsky a majority shareholder of the Company, acquired in a private transaction from the former majority shareholder consisting of two hundred and twenty-five thousand ( 225,000 On August 2, 2021, the Company entered into a stock exchange agreement with SleepX Ltd., a company formed under the laws of the State of Israel (“SleepX”) and controlled by the majority shareholder of AppYea, Pursuant to the agreement, the outstanding equity capital consisting of 1,724 174,595,634 80 As a result of the transaction mentioned above, as of December 31, 2022, Mr. Molchadsky controls approximately 71.4 SleepX is an Israeli research and development company that has developed a unique product for monitoring and treating sleep apnea and snoring. The technology is protected by several international patents and, subject to raising working capital, of which no assurance can be provided, the Company plans to start serial production in 2023. The Company will focus on further development and commercialization of the products. Its strategy will include continued investment in research and development and new initiatives in sales and marketing. SleepX has incorporated, together with an unrelated third party, a privately held company under the laws of the State of Israel named Ta-nooma Ltd. (“Ta-nooma”). Ta-nooma has developed sleeping monitoring technology for which patent applications were filed and has no revenue from operations. Since its incorporation and as of the financial statements date, Sleepx holds 66.7 In addition to SleepX, the Company has four wholly owned subsidiaries with no active operations. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 1 - GENERAL (cont.) Accounting treatment of Acquisition AppYea did not have material operations as of the date of the transactions and the Acquisition was accounted for as a reverse merger -a reverse capitalization. The entity that issues securities (the legal acquirer or-AppYea) is identified as the acquiree for accounting purposes. The entity whose interests are acquired (SleepX.) is the acquirer for accounting purposes. Since SleepX is considered the accounting acquirer, these consolidated financial statements are prepared as a continuation of the operations of SleepX, except for the legal capital which is of AppYea. The legal capital of AppYea in the financial statements is restated using the exchange ratio established in the stock exchange agreement to reflect the number of shares of the legal acquirer issued in the reverse merger. Following the above, as of December 31, 2021, the date of the transaction, the fair value of the net liabilities of AppYea was in the amount of $ 2,453,000 This amount is presented at cost of the reverse merger in the statement of operations. Financial position The financial statements are presented on a going concern basis. The Company has not yet generated any material revenues, has suffered recurring losses from operations and is dependent upon external sources for financing its operations. As of December 31, 2022, the Company has an accumulated deficit of 4,509,000 and a stockholders’ deficiency of 2,563,000 . These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company intends to continue to finance its operating activities by raising capital. There are no assurances that the Company will be successful in obtaining an adequate level of financing needed for its long-term research and development activities on commercially reasonable terms or at all. If the Company will not have sufficient liquidity resources, the Company may not be able to continue the development of its product candidates or may be required to implement cost reduction measures and may be required to delay part of its development programs. The financial statements do not include any adjustments for the values of assets and liabilities and their classification that may be necessary in the event that the Company is no longer able to continue its operations as a “going concern”. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The interim financial statements do not include a full disclosure as required in annual financial statements and should be read with the annual financial statements of the Company as of December 31, 2022. The accounting policies implemented in the interim financial statements is consistent with the accounting policies implemented in the annual financial statements as of December 31, 2022, except of the following accounting pronouncement adopted by the company. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), which is intended to address issues identified as a result of the complexity associated. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) with applying GAAP for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stocks, and enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance on the basis of feedback from financial statement users. ASU 2020-06 is effective for fiscal years, and interim periods in those fiscal years, beginning after December 15, 2023 (effective January 1, 2024) for smaller reporting companies. The Company is determining the adoption of this new accounting guidance and the effect on its consolidated financial statements throughout the period until implementation. Use of Estimates in Preparation of Financial Statements The preparation of consolidated financial statements in conformity with U.S. GAAP accounting principles requires management to make estimates and assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The significant policies in the preparation of the consolidated financial statements are: a. Use of estimates Use of Estimates in Preparation of Financial Statements The accompanying Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses. Significant estimates include the ability to continue as a going concern, the recoverability of long-lived assets, the recoverability of amounts due from related parties, the valuation of stock-based compensation and certain debt and derivative liabilities, recognition of loss contingencies and deferred tax valuation allowances. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known. See note 8 regarding the Convertible Loans and Warrants estimations. b. Financial statements in United States dollars The functional currency of the Company is the U.S. dollar, as the U.S. dollar is the currency of the primary economic environment in which the Company operates. The Company’s transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations and are included in the Financial Expenses – net line. The exchange rate of the US Dollar to the Israeli Shekel was 3.519 3.110 c. Cash and Cash equivalents Cash equivalents are short-term highly liquid investments that are readily convertible to cash when originally purchased with maturities of three months or less. d. Property, plant and equipment, net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates: SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS AT THE ANNUAL RATES % Computers equipment and software 33 e. Intangible Assets, net Identifiable intangible assets are stated at cost, net of accumulated amortization. Patents are amortized using the straight-line method over 7 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) f. Severance pay The Company employees have subscribed to Section 14 of Israel’s Severance Pay Law, 5723-1963 (“Section 14”). According to this section, these employees are entitled only to monthly deposits, with insurance companies, at a rate of 8.33 g. Derivative Financial Instruments Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses an option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. h. Fair value of financial instruments As defined in ASC 820, “Fair Value Measurements” (“ASC 820”), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three broad levels of the fair value hierarchy are as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly Level 3 – Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions The following table summarizes fair value measurements by level at December 31, 2022 measured at fair value on a recurring basis: SCHEDULE OF FAIR VALUE MEASUREMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS December 31, 2022 Level 1 Level 2 Level 3 Total In U.S. dollars Assets None - - - - Liabilities Convertible Loans - - 2,257 2,257 Warrants - - 24 24 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) i. Concentrations of credit risks The financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Balances in various cash accounts may at times exceed federally insured limits. We have not experienced any losses in such accounts. Cash and cash equivalents are invested in major banks in Israel and United States. Generally, these deposits may be redeemed upon demand and therefore, management believes there is minimal risk. Other than certain warrant and convertible instruments (derivative financial instruments)., we believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value. The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. j. Convertible Debt For convertible debt that does not contain an embedded derivative that requires bifurcation, the conversion feature is evaluated to determine if the rate of conversion is below market value and should be categorized as a beneficial conversion feature (“BCF”). A BCF related to debt is recorded by the Company as a debt discount and with the offset recorded to equity. The related convertible debt is recorded net of the discount for the BCF. The discount is amortized as additional interest expense over the term of the debt with the resulting debt discount being accreted over the term of the note. k. The Fair Value Measurement Option We have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the entire hybrid financing instrument at fair value under the guidance of ASC 815, Derivatives and Hedging l. Research and development costs Research and development consist of costs incurred in the process of developing product improvements or new products, and are expensed to the statement of operations as incurred. As of now the company does not capitalize any of its research and development costs. m. General and administrative expenses General and administrative expenses consist of all corporate overhead costs incurred by the Company. n. Stock-Based Compensation We account for stock-based compensation in accordance with ASC 718, Stock Compensation APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) o. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” (“ASC 740”), using the liability method whereby deferred tax assets and liability account balances are determined based on the differences between financial reporting and the tax basis for assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company accounts for uncertain tax provisions in accordance with ASC 740-10-05, “Accounting for Uncertainty in Income Taxes.” The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. p. Basic and Diluted Net Income (Loss) per Share The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and Convertible preferred stock, using the if-converted method: In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. For the years ending December 31, 2022 and 2021, there were 49,824,701 1,586,926 q. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements On January 1, 2021, the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of ASU 2019-12 did not have a material effect on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), which is intended to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance on the basis of feedback from financial statement users. ASU 2020-06 is effective for fiscal years, and interim periods in those fiscal years, beginning after December 15, 2023 (effective January 1, 2024) for smaller reporting companies. The Company is determining the adoption of this new accounting guidance and the effect on its consolidated financial statements. Throughout the period until implementation. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326),” referred to herein as ASU 2016-13, which significantly changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 replaces the existing incurred loss model with an expected credit loss model that requires entities to estimate an expected lifetime credit loss on most financial assets and certain other instruments. Under ASU 2016-13 credit impairment is recognized as an allowance for credit losses, rather than as a direct write-down of the amortized cost basis of a financial asset. The impairment allowance is a valuation account deducted from the amortized cost basis of financial assets to present the net amount expected to be collected on the financial asset. Once the new pronouncement is adopted by the Company, the allowance for credit losses must be adjusted for management’s current estimate at each reporting date. The new guidance provides no threshold for recognition of impairment allowance. Therefore, entities must also measure expected credit losses on assets that have a low risk of loss. For instance, trade receivables that are either current or not yet due may not require an allowance reserve under current generally accepted accounting principles, but under the new standard, the Company will have to estimate an allowance for expected credit losses on trade receivables under ASU 2016-13. ASU 2016-13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2022 for smaller reporting companies. Early adoption is permitted. The Company is determining the adoption of this new accounting guidance and the effect on its consolidated financial statements throughout the period until implementation. Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements. |
OTHER ACCOUNTS RECEIVABLE
OTHER ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
OTHER ACCOUNTS RECEIVABLE | NOTE 3 OTHER ACCOUNTS RECEIVABLE SCHEDULE OF OTHER ACCOUNTS RECEIVABLE 2022 2021 December 31, 2022 2021 In U.S. dollars in thousands Governmental authorities 12 7 Other receivables 7 6 Total other accounts receivable 19 13 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
PROPERTY AND EQUIPEMENT, NET
PROPERTY AND EQUIPEMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPEMENT, NET | NOTE 4 PROPERTY AND EQUIPEMENT, NET SCHEDULE Of PROPERTY AND EQUIPEMENT, NET 2022 2021 December 31, 2022 2021 In U.S. dollars in thousands Computers Cost 3 3 Accumulated depreciation* (1 ) (1 ) Balance, Net 2 2 * Depreciation expense amounted to $ 0.2 |
INTANGIBLE ASSET
INTANGIBLE ASSET | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSET | NOTE 5 INTANGIBLE ASSET On May 12, 2021, SleepX entered into a patent license agreement with Nexense Technologies USA Inc., (“Nexense”) a related party, which is controlled by Boris Molchadsky, (the “Licensor”) pursuant to which SleepX will receive from the Licensor the rights to use all of the Licensor’s owned intellectual property (the “IP”) for any commercial purposes. Management believes that the IP is not currently ready for private or commercial use and therefore, SleepX will be required to research, develop, apply for patents protection and invest in the IP in order to ready it for commercial use. Any change, improvement, inventive addition, progress, results of research or a new product with respect to the intellectual property rights, will all be owned solely by SleepX. The payment terms for the license agreement are 3 2,000,000 40 The IP asset is valued in the financial statements at the cost that Licensor paid to acquire the IP. As of December 31, 2022, the Company has not generated any revenues and accordingly no royalties were incurred and paid. SCHEDULE Of INTANGIBLE ASSET Cost $ 163,000 Accumulated amortization $ (39,000) Total intangible assets $ 124,000 For the years ended December 31, 2022 and 2021 the amortization expense amounted to $ 23,285 15,000 |
OTHER ACCOUNTS PAYABLE AND RELA
OTHER ACCOUNTS PAYABLE AND RELATED PARTY PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
OTHER ACCOUNTS PAYABLE AND RELATED PARTY PAYABLE | NOTE 6 OTHER ACCOUNTS PAYABLE AND RELATED PARTY PAYABLE SCHEDULE OF OTHER ACCOUNTS PAYABLE 2022 2021 December 31, 2022 2021 In U.S. dollars in thousands Accrued expenses 62 13 Deferred income 6 5 Government institutions 4 15 Employees and payroll accruals 268 32 TOTAL 340 65 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2023 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY BALANCES AND TRANSACTIONS | NOTE 3 - RELATED PARTY BALANCES AND TRANSACTIONS A. Short-term loans from related parties During 2021, SleepX borrowed from Nexense an aggregate amount of $ 47,623 2.9 During 2020, the minority shareholder of Ta-nooma loaned Ta-nooma NIS 115,725 115,725 30,263 B. Convertible loans from related party On August 22, 2021 Evergreen Venture Partners LLC (“Evergreen”), owned by Douglas O. McKinnon, principle stockholder of the Company, agreed to advance to the Company up to $ 265,000 25,000 8 the note holder can convert the note into shares of common stock at 35% discount to the highest daily trading price over the 10 days’ preceding conversion but in any event not less than $0.10 per share APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 3 - RELATED PARTY BALANCES AND TRANSACTIONS (cont.) C. Balances with related parties SCHEDULE OF BALANCE WITH RELATED PARTIES September 30, 2023 December 31, 2022 In U.S. dollars in thousands Liabilities: Employees and payroll accruals 205 268 Related party payables 198 140 Short term loan 78 80 Convertible loan - 36 D. Transactions with related parties SCHEDULE OF TRANSACTION WITH RELATED PARTIES 2023 2022 Nine months ended September 30, 2023 2022 In U.S. dollars in thousands Expenses: Management fee to the Company’s CEO 129 84 Salaries and related cost *) 667 896 Salaries and related cost 667 896 *) Including share-based compensation for the Nine months ended September 30, 2023 and 2022 in the amount of $ 560,500 743,000 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS | NOTE 7 RELATED PARTY BALANCES AND TRANSACTIONS A. Loan to related party During the course of 2021 and 2022, the Company loaned to Boris Molchadsky an aggregate amount of $ 181,936 B. Short-term loans from related parties During December 2022, Boris Molchadsky has lend to the Company a total amount of NIS 80,000 22,734 5 During 2021, SleepX borrowed from Nexense an aggregate amount of $ 47,623 2.42% During 2020, the minority shareholder of Ta-nooma loaned Ta-nooma NIS 115,725 32,886 C. Convertible loans related party On August 22, 2021 Evergreen Venture Partners LLC, owned by Douglas O. McKinnon, former CEO of the company, agreed to advance to the Company up to $ 265,000 in tranches under the terms of an 18 month unsecured promissory note. Under the terms of the note, which bears interest at a rate of 8 % per annum, the investor can convert the note into shares of common stock at 35% discount to the highest daily trading price over the 10 days’ preceding conversion but in any event not less than $0.10 per share . The note contains standard events of default. As of the December 31, 2022, the related party has advanced to the Company $ 25,000 funds under the Note and there are no assurances if there will be additional amounts transferred. As of December 31, 2022, and 2021, the fair value as estimated by an independent external evaluation is $ 36,167 and $31,958 30% 25% D. Balances with related parties SCHEDULE OF BALANCE WITH RELATED PARTIES 2022 2021 December 31, 2022 2021 In U.S. dollars in thousands Assets: Receivables Note 7(a) - 137 Liabilities: Employees and payroll accruals 268 46 Related party payables 140 - Short term loan Note 7(b) 80 89 Convertible loan Note 7(c) 36 32 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 7 - RELATED PARTY BALANCES AND TRANSACTIONS E. Transactions with related parties SCHEDULE OF TRANSACTION WITH RELATED PARTIES 2022 2021 Year ended December 31, 2022 2021 In U.S. dollars in thousands Expenses: Salaries and related cost (including management fees and stock-based compensation, see Note 12) 1,356 595 AppYea’s Management fee participation - (60 ) Financial income, net - 2 Both the Chairman and the chief financial officer are directors in the Company and do not receive compensation for their directorship roles. Company’s Bylaws provide that a director or officer shall be indemnified and held harmless by the Corporation, to the fullest extent permitted by the laws of the State of Nevada/ See note 12 regarding salaries agreements. On June 1, 2022, the Company signed a consulting agreement with GPIS LTD, an Israeli company controlled by Boris Molchadsky, for the services of S-1 filing consultation, management services and US development of company operations. The fee for its services is approximately $ 140,000 F. Purchase of IP and royalties to related party See Note 5 |
CONVERTIBLE LOANS AND WARRANTS
CONVERTIBLE LOANS AND WARRANTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2023 | |
Convertible Loans And Warrants | ||
CONVERTIBLE LOANS AND WARRANTS | NOTE 4 - CONVERTIBLE LOANS AND WARRANTS The following table summarizes fair value measurements by level as of September 30, 2023 and December 31, 2022 measured at fair value on a recurring basis: SCHEDULE OF FAIR VALUE RECURRING BASIS December 31, 2022 Level 1 Level 2 Level 3 Total In U.S. dollars in thousands Assets None - - - - Liabilities Convertible Loans - - 2,257 2,257 Financial liability - 24 24 September 30, 2023 Level 1 Level 2 Level 3 Total In U.S. dollars in thousands Assets None - - - - Liabilities Convertible Loans - - 1,925 1,925 Financial liability - 183 183 The Convertible Loans changes consist of the following as of September 30, 2023 and December 31, 2022: SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE September 30, 2023 December 31, 2022 Convertible Loans at Fair Value September 30, 2023 December 31, 2022 $000 Opening Balance 2,257 2,492 Additional convertible loans (a) 153 526 Repayment of convertible loan (b) - (18 ) Conversion of convertible loan (c) (243 ) - Decrease of Notes purchased (Note 6k) (530 ) - Change in fair value of convertible loans liability through profit or loss 288 (743 ) Closing balance 1,925 2,257 (a) During the Nine months ended September 30, 2023, and the year ended December 31, 2022, the Company received a principal amount of $ 152,750 526,826 (b) During the Nine months ended September 30, 2023, and the year ended December 31, 2022, the Company repaid nill 17,500 (c) During the Nine months ended September 30, 2023, and the year ended December 31, 2022, a total amount of $ 242,538 0 19,390,359 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 4 - CONVERTIBLE LOANS AND WARRANTS (cont.) The estimated fair values of the Convertible loans were measured according to the Monte Carlo Model using the following assumptions: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of As of September 30, 2023 December 31, 2022 Expected term (in years) 0.75 1.26 0.5 Expected average (Monte Carlo) volatility 199 % 169 % Expected dividend yield - - Risk-free interest rate 5.4 5.5 4.8 % WACC 29 % 30 % The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2022: SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding and Exercisable Number of Warrants Weighted Average Remaining Weighted Average Exercise Price Valuation as of December 31, 2022 300,000 2.9 0.043 $ 11,351 300,000 3.35 0.043 $ 11,679 8,334 2.9 0.6 $ 230 32,500 3.35 0.6 $ 992 The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2023: Warrants Outstanding and Exercisable Number of Warrants Weighted Average Remaining Weighted Average Exercise Price Valuation as of September 30, 2023 8,334 2.16 0.6 $ 23 32,500 2.61 0.6 $ 116 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 4 - CONVERTIBLE LOANS AND WARRANTS (cont.) The estimated fair values of the Warrants were measured according to the data as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of As of September 30, 2023 December 31, 2022 Expected term 2.16 2.61 2.9 3.35 Expected average volatility 172 174 179 % Expected dividend yield - - Risk-free interest rate 4.54 4.72 4.09 4.15 Common Stock Market Value $ 0.0263 $ 0.043 * 600,000 | NOTE 8 CONVERTIBLE LOANS AND WARRANTS SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE Convertible Loans at Fair Value $K Opening Balance January 1, 2022 (including short term loans component from related party which is also convertible) 2,492 Additional convertible loans 526 Repayment of convertible loan (18 ) Finance income, net (743 ) Closing balance as of December 31, 2022 2,257 A. Warrants During the year 2017, the Company granted 1,931,819 nill On November 24, 2021, the Company granted 300,000 warrants to Investor 2, valued as of December 31, 2022, at $ 11,351 . The expiry date of the warrants is on November 24, 2025 . On May 09, 2022, the Company granted additional 300,000 11,679 May 09, 2026 See (b) below (“Investor 2”). These warrants are converted with the same cashless exercise formula, in lieu of a cash exercise, equal to the number of Common Shares computed using the following formula: the number of Warrants multiplied by the difference between the market price and the exercise price, on the effective date of conversion, divided by the market price. As the numbers of shares to be issued for the exercise of the warrants is variable, the warrants have been measured at fair value. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 8 - CONVERTIBLE LOANS AND WARRANTS (cont.) In order to calculate the fair value of the warrants, an option pricing model was used. The model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. The estimated fair values of the Warrants were measured according to the data as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of December 31, 2022 2021 Expected term 2.9 3.35 0.78 3.9 Expected average volatility 179 % 185.45 195.07 % Expected dividend yield 0 % 0 % Risk-free interest rate 4.09 4.15 0.3% 1.1 % Common Stock Market Value $ 0.043 $ 0.16 The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2022: SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding and Exercisable Weighted Average Remaining Number of Contractual life Weighted Average Valuation as of 300,000 2.9 0.043 $ 11,351 300,000 3.35 0.043 $ 11,679 8,334 2.9 0.6 $ 230 32,500 3.35 0.6 $ 992 The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2021: Warrants Outstanding and Exercisable Weighted Average Remaining Number of Contractual life Weighted Average Valuation as of 1,931,819 0.78 0.1 $ 211,622 308,334 3.9 0.6 $ 48,270 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 8 - CONVERTIBLE LOANS AND WARRANTS (cont.) B. Convertible loans (Hereinafter: CLA) During the years 2017-2021, the Company entered into convertible loan agreement (“CLA “) contracts with several investors as detailed below. The Convertible Promissory Notes will accrue interest at rates of 5 12 12 24 Investor 1 CLA 1 (Issued by the company During March 2019 - January 2021) The CLA is convertible into shares of the Company’s Common Stock at a per share price equal to the lesser of (i) $0.04, and (ii) the variable conversion price, which is defined as 65% of the lowest daily Volume Weighted Average Price (‘VWAP’) in the twenty (20) Trading Days prior to the Conversion Date 5 The CLA was evaluated at a fair value measurement option as one component because in each scenario the investors will prefer to convert the company shares instead of receiving the loan. In order to calculate the fair value of the CLA, the independent valuation appraiser used the Monte Carlo model and the Company assumptions regarding the expected conversion date. Using this model and assumptions, the fair value was evaluated for $ 756,963 1,918,376 As of December 31, 2022 and 2021, the estimated fair values of the Convertible Loan measured as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of December 31, 2021 2022 Expected term (in years) 1.09 0.5 Expected average (Monte Carlo) volatility 195.07 % 169 % Expected dividend yield - - Risk-free interest rate 0.7 % 4.8 % CLA 2 (Issued by the Company at the year of 2021) During the year 2021, the Company entered into a new CLA contract with Investor 1. In exchange for the CLA, the Company received an amount of $ 250,000 June 30, 2023 The CLA is convertible at a fair value measurement option at a price per share equal to the expected PPS at IPO event or the variable conversion price, which is defined as 60% of the lowest daily VWAP in the twenty (20) Trading Days prior to the Conversion Date APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 8 - CONVERTIBLE LOANS AND WARRANTS (cont.) The CLA was evaluated at a fair value measurement option as one component because in each scenario the investors will prefer to convert the company shares instead of receiving the loan. In order to calculate the fair value of the CLA, the independent valuation appraiser used the Company assumptions regarding the expected conversion date. Using these assumptions, the fair value was evaluated, based on Monte Carlo model, for $ 555,039 318,156 SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of December 31, 2022 2021 Expected term (in years) 0.5 1.875 Risk free rate 4.8 % - Volatility 169 % - WACC - 25 % Investor 2 On November 24, 2021, the Company signed CLA, Warrants and SPA agreements with Investor 2 for an aggregate amount of $ 500,000 110,000 390,000 200,000 The Company’s obligations under the CLA are secured by a security interest in substantially all of its assets pursuant to a Security Agreement dated as of November 24, 2021, between it and the Company. The Convertible Promissory Note will be convertible at a price equal to $ 0.5 On November 24, 2021 and May 09, 2022, the investment was evaluated as three separate components: Warrants, common shares, Loan (Part of the CLA) and conversion component. First, the independent valuation appraiser evaluated the Warrants and the stocks in Fair Value, and the residual attributed to the CLA components. As of December 31, 2022, Warrants were evaluated at $ 11,351 11,679 108,126 585,284 In order to evaluate the CLA components, it was evaluated based on their fair value ratio and then multiplied the residual by the acceptable ratio of each of the CLA components. In addition, the independent valuation appraiser used Monte Carlo model and Company assumptions regarding to the expected conversion date and the expected return date of the principal amount. Using this model and assumptions, the expected conversion amount was evaluated. In addition, the warrants and the loan were evaluated because they identified as liabilities components. The conversion instrument was identified as an equity component; therefore, it was evaluated only as of the agreement day. In order to calculate the fair value of the CLA Loan the independent valuation appraiser used Company assumptions regarding to the expected conversion date and the expected return date of the principal amount and then capitalized the loan using the company’s WACC for each valuation date. Using this model and assumptions, the expected conversion amount was evaluated. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 8 - CONVERTIBLE LOANS AND WARRANTS (cont.) On December 7, 2022, AppYea and Investor 2 signed a ‘First Amendment to Senior Secured Convertible Promissory Note’, in which the maturity date of the loan will be amended to be April 30, 2023 . Additionally, as part of this agreement, the Company paid Leonite a payment of $ 30,000 to be applied as follows: $ 10,000 as an extension fee, $ 17,500 as partial payment of the balance due in connection with the first tranche, and $ 2,500 for legal fees. As of December 31, 2022 and 2021 the Loan component was evaluated at $ 693,410 111,828 The estimated fair values of the CLA measured as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED Year ended December 31, 2022 2021 Expected term 0.4 0.87 WACC 30 % 25 % Expected date to repay May 9, 2023 November 24, 2022 Investor 3 On November 23, 2022, the Company signed CLA agreement with Investor 3 for an aggregate amount of $ 675,000 68,000 The maturity date is November 23, 2023 The Convertible Promissory Note will be convertible at a price equal 65% of the lowest trading price during the (10) days prior to the conversion date, with 35% discount. The Convertible Promissory Note was evaluated as a single component As of December 31, 2022 the Convertible Promissory Note was evaluated at $ 89,318 Rest of the investors During the year 2021, the Company signed additional CLA with an investor for the amount of $ 75,000 The CLA is convertible at a price equal to the variable conversion price, which is defined as 65% of the highest daily VWAP in the ten (10) Trading Days prior to the Conversion Date January 29, 2023 The CLA was evaluated, based on the Monte Carlo model, as one component because in each scenario the investors will prefer to convert the company shares instead of receiving the loan. In order to calculate the fair value of the CLA, the independent valuation appraiser used Company assumptions regarding the expected conversion date. Using Company WACC, the fair value was evaluated for $ 109,908 97,226 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 8 - CONVERTIBLE LOANS AND WARRANTS (cont.) The estimated fair values of the CLA measured as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of December 31, 2022 2021 Expected term 0.1 1.1 WACC 30 % 25 % |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 9 STOCKHOLDERS’ EQUITY A. Convertible Preferred Stock Each convertible preferred A share is convertible into 1,500 1,000 As of December 31, 2022 and 2021, 300,000 500,000 On July 2, 2021, Boris Molchadsky, acquired in a private transaction from the former majority shareholder two hundred and twenty-five thousand ( 225,000 B. Common Stock As of December 31, 2022, and 2021, 220,930,798 218,246,326 900,000,000 10,000,000,000 The holder of the shares of Common Stock are entitled to the following rights: 1. Right to participate and vote in the Company’s general meetings, whether regular or extraordinary. Each share will entitle its holder, when attending and participating in the voting in person or via agent or letter, to one vote; 2. Right to share in distribution of dividends, whether in cash or in the form of bonus shares; the distribution of assets or any other distribution pro rata to the par value of the shares held by them; 3. Right to a share in the distribution of the Company’s excess assets upon liquidation on a pro rata basis to the par value of the shares held by them. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 9 - STOCKHOLDERS’ EQUITY )Cont.) A. On March 23, 2022, the Company issued all its stock payable and the shares to the former holders of SleepX, according to the stock exchange agreement, in exchange for their shares. All their shares were issued to IBI Trust Management to be held in trust for them, according to the Israeli tax ruling. B. During the first quarter of 2022 the company issued 10,482,659 C. On March 14, 2022, the Company implemented a reverse Stock Split process of common and preferred shares at a ratio of two hundred (200) to one (1). The reverse split was reflected in this financial statement retroactively. D. On June 2, 2022, the Company issued 2,484,472 E. On July 12, 2022, the Company issued 200,000 |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
General And Administrative Expenses | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 10 GENERAL AND ADMINISTRATIVE EXPENSES 2022 2021 Year ended December 31, 2022 2021 In U.S. dollars in thousands Salaries and related costs (*) 1,356 528 Professional services 605 67 Vehicle expenses 10 7 Rent and building maintenance 1 5 Others 45 25 General and administrative expenses 2,017 632 During 2022 and 2021, an amount of $ 145,000 60,000 (*) includes stock-based compensation of $ 1,049,379 485,096 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENT AND CONTINGENCIES | NOTE 11 COMMITMENT AND CONTINGENCIES A) On March 15, 2020, SleepX entered into license agreement with B.G Negev Technologies and Applications Ltd. and Mor Research Application Ltd. (the “Licensors”) pursuant to which SleepX is entitled to receive from the Licensors an exclusive worldwide license with the right to grant sub-licenses and with a term of 15 years 1. Annual license fee – annual payments as follows: SCHEDULE OF LICENSE ANNUAL PAYMENTS Year US$K 1-4 0 5 10 6 20 7 30 8 40 9-15 50 2. Running royalties – 3 15 3. Sublicense payments – a. 25 b. 15 c. 10 4. Milestone payment – payment of $ 60,000 5. Exit Fee Varies according to its kind upon consummation of the Exit event. In addition to the payment terms mentioned above, SleepX will reimburse the Licensors for all incurred in the filling, prosecution and maintenance of the licensor’s patents prior to the effective date. The amount of such expenses was $ 74,850 B) In addition, the Company’s obligations under the CLA with Investor 2 as mentioned above in Note 8, are secured by a security interest in substantially all of its assets pursuant to a Security Agreement dated as of November 24, 2021 between the investor and the Company. C) On April 2022, SleepX entered into an additional license agreement with B.G Negev Technologies and Applications Ltd. and Mor Research Application Ltd. (the “Licensors”) pursuant to which SleepX is entitled to receive from the Licensors an exclusive worldwide license with the right to grant sub-licenses and with a term of 15 years APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFITS | NOTE 12 EMPLOYEE BENEFITS A. SleepX’s liability for severance pay is calculated according to Section 14 of the Israeli Severance Compensation Act, 1963 (“Section 14”), pursuant to which Holdings’ severance pay liability to its employees is fully discharged by monthly deposits to pension fund accounts in the employees’ names, at a rate of 8.33 On July 1, 2021, SleepX has commenced the employment of 2 employees, the Chief Financial Officer and the Chairman who are both considered related party. Under the agreement with the employees, they are entitled to receive NIS 20,000 5,683 9,205,450 9,093,597 B. The estimated fair values of the options granted were measured as follows: SCHEDULE OF FAIR VALUE OF OPTIONS Grant date July 1, 2021 Expected term 2 Expected average volatility 187.7 % Expected dividend yield - Common Stock Value $ 0.76 Risk-free interest rate 0.3 % APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 12 EMPLOYEE BENEFITS (cont.) The table below depicts the number of options granted to such employee: SCHEDULE OF OPTIONS GRANTED TO EMPLOYEE Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Chief Financial Officer 6,904,087 2,301,363 $ 0.0001 07.01.2031 For the years ended December 31, 2022 and 2021 the company recognized expenses, to such options, in the amount of $ 1,049,379 485,096 In addition, each of the employees is entitled to a success bonus of 1.5 10 1.0 20 The salary of the employees shall increase following a successful funding raise in the following manner: (1) NIS 20,000 5,683 500 1 10,000 2,842 1 72,000 20,460 50 40,000 C. On February 1, 2022, Neil Kline was appointed to the Company’s board of directors. The Company granted Mr. Kline an option to purchase up to 500,000 39,998 the Options shall vest as follows: (i) 50% following 12 months from effective date and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ended April 30, 2023 0.0001 D. On January 1, 2022, Amir Geva was appointed to the Company’s board of directors. The Company granted Mr. Geva an option to purchase up to 500,000 49,960 the Options shall vest as follows: (i) 50% following 12 months from effective date and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ended March 31, 2023 0.001 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 13 TAXES ON INCOME A. Taxation under Various Laws The tax rate applicable to SleepX Ltd. and Ta-nooma Ltd. is 23 Federal tax rate applicable to AppYea Inc. is 21 B. Net operating losses carryforward The net operating losses for SleepX and Ta-nooma as of December 31, 2022 amount to approximately $ 819,000 2,454 232,000 40,000 0 C. Income taxes on foreign subsidiaries Foreign subsidiaries are taxed according to the tax laws in their respective country of residence. Neither Israeli income taxes, foreign withholding taxes nor deferred income taxes were provided in relation to undistributed earnings of the Company’s foreign subsidiaries. This is because the Company has the intent and ability to reinvest these earnings indefinitely in the foreign subsidiaries and therefore those earnings are continually redeployed in those jurisdictions. D. Income tax expenses Income tax expense for the years ended December 31, 2022 and 2021 are as follows: SCHEDULE OF INCOME TAX EXPENSES 2022 2021 December 31, 2022 2021 Current income tax - - Deferred taxed - - Total - - E. Tax Assessments The Company have not received final tax assessments for income tax purposes since incorporation. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 13 -TAXES ON INCOME (CONT.) F. Deferred income taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: SCHEDULE OF DEFERRED TAXES ASSETS 2022 2021 Year Ended December 31, 2022 2021 In U.S. dollars in thousands Deferred tax assets: Net operation loss carryforward 178 64 Net deferred tax asset before valuation allowance 178 64 Valuation allowance (178 ) (64 ) Net deferred tax asset - - The Company has a valuation allowance against its net deferred tax assets due to the uncertainty of realization of the deferred tax assets due to the operating loss history of the Company. The Company currently provides a valuation allowance against deferred taxes when it is more likely than not that some portion, or all of its deferred tax assets will not be realized. The valuation allowance could be reduced or eliminated based on future earnings and future estimates of taxable income. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2023 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 7 - SUBSEQUENT EVENTS A- On October 7 th B- At the end of October, the company wired to its wristband manufacturer the completion of the cost for manufacturing the first serial wristband units. The wristbands shall be delivered at the end of November and shipped to customers during December. C- Following Note 6-K, the company received after the end of the 3 rd 117,075 D- During November 2023, the Company was notified of a lawsuit that was originally filed on August, 2022, in the Tel Aviv Magistrate’s Court against our Chairman and majority shareholder, Boris Molchadsky, G.P.I.S Ltd., an entity controlled by Mr. Molchadsky, Nexsense, Inc. (the former shareholder of SleePX Ltd.) and SleepX, Ltd., our subsidiary (collectively, the “Defendants”) [Civil lawsuit number 25441-08-22]. The suit was filed by a fund operating out of Israel. A copy of the claim was served to the defendants only six months after it was submitted to court, on February 21, 2023. The lawsuit is based on the alleged breach of partnership and loan agreements as well as other related allegations, including violation of agreements reached in a mediation proceeding that took place in 2015. On July 24, 2023, the Defendants (except for Nexsense, Inc.) filed a statement of defense, denying the allegations and argued that the claim should be dismissed, due to the statute of limitations, lack of cause of action, lack of jurisdiction, delay in filing the claim, and respecting SleepX, also due to the lack of legal rivalry between SleepX and the plaintiff. Recently, the Magistrate’s Court in Tel Aviv accepted the request regarding lack of material jurisdiction, and the claim was then transferred to the economic department of the District Court in Tel Aviv. The first preliminary hearing has been scheduled for February 14, 2024. The Company and its legal consultants concluded that they cannot, at this stage, know the effects, if any, of these actions on its subsidiary SleepX and / or the Company, and accordingly, no provision was recorded. | NOTE 14 SUBSEQUENT EVENTS A. On January 1, 2023, the company engaged with Ron Mekler as a board member. For his services he was granted stock option under ESOP to purchase 500,000 0.0001 21,498 Upon grant, the Options vest as follows: (i) 50% following 12 months on the first anniversary of the appointment and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ending March 31, 2024. The Option shall be exercisable at a per share exercise price of $ 0.0001 B. During January 2023, Investor 2 converted a total principal amount of $ 72,222.5 2,500,000 the company reached the following understanding with the Investor: (i) the note shall be amended so that the Fixed Conversion Price is $0.022, (ii) the Note shall be increased by $7,500, (iii) if any portion of the balance due under the Note remains outstanding on April 30, 2023, an extension fee equal to 15% of such outstanding balance shall be added to it. (iv) The Maturity Date with respect to all Tranches advanced under the Note shall be amended to be July 31, 2023. (v) several sale limitations on trading during the period beginning on the Effective Date and ending on the Amended Maturity Date C. On February 1, 2023, the company engaged with Adi Shemer as a board advisor. For his services he was granted stock option under ESOP to purchase 1,000,000 0.0001 20,498 Upon grant, the Options vest as follows: (i) 33% following 12 months on the first anniversary of the appointment and (ii) the balance of shares of Common Stock, in eight (8) consecutive fiscal quarters, beginning with the quarter ending April 31, 2024. The Option shall be exercisable at a per share exercise price of $ 0.0001 D. On March 1, 2023, the CLA of $ 75,000 5,384,616 E. During the first quarter of 2023 Investor 3 lend the company a total principal amount of $ 152,750 |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION | NOTE 5 - STOCK BASED COMPENSATION A. The table below depicts the number of options granted to consultants and employees: SCHEDULE OF NUMBER OF OPTIONS GRANTED Number of Weighted average exercise price Nine months ended September 30, 2023 Number of Weighted average exercise price options in USD Options outstanding at January 1, 2023 10,246,284 $ 0.0001 Options granted during the period 37,770,029 $ 0.0001 Options outstanding at the end of period 48,016,313 $ 0.0001 Options exercisable at the end of period 13,183,291 $ 0.0001 B. The estimated fair values of the options granted to directors and employees were measured using Black and Scholes Model based on the following assumptions: SCHEDULE OF FAIR VALUE OF OPTIONS Grant date July 1, 2021 January 2022 Q1-Q3’2023 Vesting period 2 2 0.25 3 Expected average volatility 187.7 % 187.7 % 172 187.7 Expected dividend yield - - - Common Stock Value $ 0.76 $ 0.01 0.08 $ 0.009 0.015 Risk-free interest rate 0.3 % 1.81 % 3.39 3.98 For the Nine months ended September 30, 2023 and 2022 the company recognized expenses, to such options, in the amount of $ 618,000 507,000 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS |
SIGNIFICANT EVENTS DURING THE P
SIGNIFICANT EVENTS DURING THE PERIOD | 9 Months Ended |
Sep. 30, 2023 | |
Significant Events During Period | |
SIGNIFICANT EVENTS DURING THE PERIOD | NOTE 6 - SIGNIFICANT EVENTS DURING THE PERIOD A- On January 1, 2023, Ron Mekler was appointed to the board of directors of the Company. For his services he was granted stock option to purchase 500,000 21,498 Upon grant, the options vest as follows: (i) 50% following 12 months on the first anniversary of the appointment and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ending March 31, 2024. 0.0001 B- On February 1, 2023, the Company engaged with Adi Shemer as a board advisor. For his services he was granted stock option to purchase 1,000,000 20,498 Upon grant, the options vest as follows: (i) 33% on the 12 month anniversary of the appointment and (ii) the balance of shares of Common Stock, in eight (8) consecutive fiscal quarters, beginning with the quarter ending April 31, 2024. 0.0001 C- During the first quarter of 2023, the Company signed an amendment with an existing holder of a Convertible Note in the amount of $ 437,190 (“CLA”) with the following terms: (i) the note was amended so that the fixed conversion price is $0.022, (ii) the principal amount of the Note was increased by $7,500, (iii) if any portion of the balance due under the Note remains outstanding on April 30, 2023, an extension fee equal to 15% of such outstanding balance was to be added to it, (iv) the Maturity Date with respect to all outstanding amounts advanced under the Note was amended to July 31, 2023 and (v) several sale limitations on trading during the period beginning on the effective date of the agreement and ending on the amended maturity date were instituted. The warrant exercise price was adjusted accordingly. The CLA was purchased by a third party during the third quarter and terms were changed according to Note 6-K. D- On May 1, 2023, the Company engaged a consultant for management of CRM system and marketing campaigns. In consideration, the consultant was granted stock options to purchase 500,000 7,489 Up on grant, the options vest as follows: (i) 33% following 12 months anniversary of the appointment and (ii) the balance of shares of Common Stock, in eight (8) consecutive quarters, beginning with the quarter ending April 30, 2024. The option is exercisable, for a period of 2 years after reaching full vesting, at a per share exercise price of $0.0001 and shall otherwise be subject to the other terms and conditions specified in a Stock Option Agreement to be entered into between the consultant and the Company. E- On June 1, 2023, the Company engaged a consultant for its digital marketing effort. For his services the consultant was granted stock options to purchase 500,000 5,414 Upon grant, the options vest on a monthly basis over a period of 3 months from grant. The option is exercisable for a period of two years following vesting, at a per share exercise price of $0.0001 and shall otherwise be subject to the other terms and conditions specified in a Stock Option Agreement to be entered into between the consultant and the Company. F- On June 14, 2023, SleepX Ltd, the Company’s subsidiary, was granted a patent (US20150119741A1) by the United States Patent and Trademark Office, titled: “Apparatus and Method for Diagnosing Sleep Quality.” The patent extends through February 2036, and provides broad coverage in the field of sleep monitoring. G- On June 18 2023, the holders of the majority (the “Majority Holders”) of the Company outstanding convertible Preferred Series A Shares par value $0.0001 per share (the “Preferred Shares”) agreed to provide that each Preferred Share shall have voting rights equal to 3,000 shares of the Company’s Common Stock which may be voted at any meeting or any action of the Company shareholders at which the holders of the Common Stock are entitled to participate. H- In connection with Note 6-K, the holder of the Additional Third-Party Note agreed to extend the maturity date of such note to June 30, 2024 and to not convert such note during such period. In consideration thereof, the Company agreed with the holder that in the event that on June 30, 2024 the preceding 90 day VWAP is less than $0.04 (the “90 day VWAP”), then the Company will issue to the holder additional shares of the Company’s common stock where the number of shares is determined by quotient of the spread below $ 0.04 I- On July 1, 2023, the company granted Asaf Porat, the Company CFO, stock options to purchase 10,237,740 92,102 0.0001 0.0001 14,500,000 J- On July 7, 2023, the Board appointed Adi Shemer as Chief Executive Officer (“CEO”) of the Company, effective immediately. Mr. Shemer has been working with the Company since February 2023 as a consultant. In connection with his appointment as CEO, Mr. Shemer and the Company’s subsidiary SleepX, Ltd. entered into an Employment Agreement (the “Agreement”) setting forth the terms of his employment and compensation. Under the Agreement, Mr. Shemer is entitled to monthly salary of 40,000 10,810 20,000 1 Under the Agreement, Mr. Shemer is also entitled to the following: (i) Manager’s Insurance under Israeli law to which SleepX contributes amounts equal to (a) 8-1/3 percent for severance payments, and 6.5%, or up to 7.5% (including disability insurance) designated for premium payment (and Mr. Shemer contributes an additional 6%) of each monthly salary payment, and (b) 7.5% of his salary (with Mr. Shemer contributing an additional 2.5%) to an education fund, a form of deferred compensation program established under Israeli law. Either Mr. Shemer or SleepX is entitled to terminate the employment at any time upon 30 days prior notice. Under the Agreement, Mr. Shemer was awarded options under the Company’s employee stock option plan for 11,500,000 0.0001 11,500,000 1,000,000 0.0001 K- In June 2023, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with qualified investors (the “Investor”), pursuant to which the Company agreed to issue and sell (the “Offering”) up to an aggregate of 135,000,000 0.0001 0.01 135,000,000 0.04 406,494 40,649,400 The subscription proceeds are being used by the Company to complete the IOS design and development of its biofeedback snoring treatment wristband (the “Snoring Treatment Device”) as well as general corporate matters and readying for commercialization of the Snoring Treatment Device. The Investor and other unaffiliated entities (collectively, the “Purchasers’) purchased from Leonite Fund LP and Diagonal Lending LLC outstanding convertible promissory notes issued by the Company. Following the purchase of these outstanding notes, the Purchasers and the company agreed to amend the terms of the notes to extend the maturity date of each note to December 31, 2024, and to amend the conversion price thereof to $0.00561 (in the case of note purchased from Leonite Funding LP) and $0.005 (in the case of the note purchased from Diagonal Lending LLC). 720,000 (the “Additional Third Party Note”). As a result of the change in the conversion price the company changed the classification of the loans from fair value to cost basis. The conversion component of these loans has not yet been recorded in Equity in view of the fact that these loans cannot be converted as of the date of the financial statements. In connection with the purchase from Leonite of the Note by the Purchasers, the 600,000 L- On July 25, 2023, SleepX Ltd, the Company’s subsidiary, was granted a patent (US 11672472 B2) by the United States Patent and Trademark Office, titled: “Methods and systems for estimation of obstructive sleep apnea severity in wake subjects by multiple speech analyses.” The patent extends through December 2038, and provides broad coverage in the field of sleep monitoring. M- On July 26, 2023, Mr. Boris Molchadsky sold 2,334 70,000 N- On August 16, 2023, the aforementioned purchasers completed the purchase of 67,068 The Purchasers agreed to amend the terms of the note, to extend the maturity date to December 31, 2024, and to amend the conversion price thereof to $0.005. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Use of Estimates in Preparation of Financial Statements | Use of Estimates in Preparation of Financial Statements The preparation of consolidated financial statements in conformity with U.S. GAAP accounting principles requires management to make estimates and assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | a. Use of estimates Use of Estimates in Preparation of Financial Statements The accompanying Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses. Significant estimates include the ability to continue as a going concern, the recoverability of long-lived assets, the recoverability of amounts due from related parties, the valuation of stock-based compensation and certain debt and derivative liabilities, recognition of loss contingencies and deferred tax valuation allowances. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known. See note 8 regarding the Convertible Loans and Warrants estimations. |
Financial statements in United States dollars | b. Financial statements in United States dollars The functional currency of the Company is the U.S. dollar, as the U.S. dollar is the currency of the primary economic environment in which the Company operates. The Company’s transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations and are included in the Financial Expenses – net line. The exchange rate of the US Dollar to the Israeli Shekel was 3.519 3.110 | |
Cash and Cash equivalents | c. Cash and Cash equivalents Cash equivalents are short-term highly liquid investments that are readily convertible to cash when originally purchased with maturities of three months or less. | |
Property, plant and equipment, net | d. Property, plant and equipment, net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates: SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS AT THE ANNUAL RATES % Computers equipment and software 33 | |
Intangible Assets, net | e. Intangible Assets, net Identifiable intangible assets are stated at cost, net of accumulated amortization. Patents are amortized using the straight-line method over 7 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) | |
Severance pay | f. Severance pay The Company employees have subscribed to Section 14 of Israel’s Severance Pay Law, 5723-1963 (“Section 14”). According to this section, these employees are entitled only to monthly deposits, with insurance companies, at a rate of 8.33 | |
Derivative Financial Instruments | g. Derivative Financial Instruments Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses an option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. | |
Fair value of financial instruments | h. Fair value of financial instruments As defined in ASC 820, “Fair Value Measurements” (“ASC 820”), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three broad levels of the fair value hierarchy are as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly Level 3 – Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions The following table summarizes fair value measurements by level at December 31, 2022 measured at fair value on a recurring basis: SCHEDULE OF FAIR VALUE MEASUREMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS December 31, 2022 Level 1 Level 2 Level 3 Total In U.S. dollars Assets None - - - - Liabilities Convertible Loans - - 2,257 2,257 Warrants - - 24 24 APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) | |
Concentrations of credit risks | i. Concentrations of credit risks The financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Balances in various cash accounts may at times exceed federally insured limits. We have not experienced any losses in such accounts. Cash and cash equivalents are invested in major banks in Israel and United States. Generally, these deposits may be redeemed upon demand and therefore, management believes there is minimal risk. Other than certain warrant and convertible instruments (derivative financial instruments)., we believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value. The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. | |
Convertible Debt | j. Convertible Debt For convertible debt that does not contain an embedded derivative that requires bifurcation, the conversion feature is evaluated to determine if the rate of conversion is below market value and should be categorized as a beneficial conversion feature (“BCF”). A BCF related to debt is recorded by the Company as a debt discount and with the offset recorded to equity. The related convertible debt is recorded net of the discount for the BCF. The discount is amortized as additional interest expense over the term of the debt with the resulting debt discount being accreted over the term of the note. | |
The Fair Value Measurement Option | k. The Fair Value Measurement Option We have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the entire hybrid financing instrument at fair value under the guidance of ASC 815, Derivatives and Hedging | |
Research and development costs | l. Research and development costs Research and development consist of costs incurred in the process of developing product improvements or new products, and are expensed to the statement of operations as incurred. As of now the company does not capitalize any of its research and development costs. | |
General and administrative expenses | m. General and administrative expenses General and administrative expenses consist of all corporate overhead costs incurred by the Company. | |
Stock-Based Compensation | n. Stock-Based Compensation We account for stock-based compensation in accordance with ASC 718, Stock Compensation APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) | |
Income taxes | o. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” (“ASC 740”), using the liability method whereby deferred tax assets and liability account balances are determined based on the differences between financial reporting and the tax basis for assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company accounts for uncertain tax provisions in accordance with ASC 740-10-05, “Accounting for Uncertainty in Income Taxes.” The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | |
Basic and Diluted Net Income (Loss) per Share | p. Basic and Diluted Net Income (Loss) per Share The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and Convertible preferred stock, using the if-converted method: In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. For the years ending December 31, 2022 and 2021, there were 49,824,701 1,586,926 | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), which is intended to address issues identified as a result of the complexity associated. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) with applying GAAP for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stocks, and enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance on the basis of feedback from financial statement users. ASU 2020-06 is effective for fiscal years, and interim periods in those fiscal years, beginning after December 15, 2023 (effective January 1, 2024) for smaller reporting companies. The Company is determining the adoption of this new accounting guidance and the effect on its consolidated financial statements throughout the period until implementation. | q. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements On January 1, 2021, the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of ASU 2019-12 did not have a material effect on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), which is intended to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance on the basis of feedback from financial statement users. ASU 2020-06 is effective for fiscal years, and interim periods in those fiscal years, beginning after December 15, 2023 (effective January 1, 2024) for smaller reporting companies. The Company is determining the adoption of this new accounting guidance and the effect on its consolidated financial statements. Throughout the period until implementation. APPYEA INC. NOTES TO THE FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.) In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326),” referred to herein as ASU 2016-13, which significantly changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 replaces the existing incurred loss model with an expected credit loss model that requires entities to estimate an expected lifetime credit loss on most financial assets and certain other instruments. Under ASU 2016-13 credit impairment is recognized as an allowance for credit losses, rather than as a direct write-down of the amortized cost basis of a financial asset. The impairment allowance is a valuation account deducted from the amortized cost basis of financial assets to present the net amount expected to be collected on the financial asset. Once the new pronouncement is adopted by the Company, the allowance for credit losses must be adjusted for management’s current estimate at each reporting date. The new guidance provides no threshold for recognition of impairment allowance. Therefore, entities must also measure expected credit losses on assets that have a low risk of loss. For instance, trade receivables that are either current or not yet due may not require an allowance reserve under current generally accepted accounting principles, but under the new standard, the Company will have to estimate an allowance for expected credit losses on trade receivables under ASU 2016-13. ASU 2016-13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2022 for smaller reporting companies. Early adoption is permitted. The Company is determining the adoption of this new accounting guidance and the effect on its consolidated financial statements throughout the period until implementation. Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS AT THE ANNUAL RATES | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates: SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS AT THE ANNUAL RATES % Computers equipment and software 33 |
SCHEDULE OF FAIR VALUE MEASUREMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS | The following table summarizes fair value measurements by level at December 31, 2022 measured at fair value on a recurring basis: SCHEDULE OF FAIR VALUE MEASUREMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS December 31, 2022 Level 1 Level 2 Level 3 Total In U.S. dollars Assets None - - - - Liabilities Convertible Loans - - 2,257 2,257 Warrants - - 24 24 |
OTHER ACCOUNTS RECEIVABLE (Tabl
OTHER ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
SCHEDULE OF OTHER ACCOUNTS RECEIVABLE | SCHEDULE OF OTHER ACCOUNTS RECEIVABLE 2022 2021 December 31, 2022 2021 In U.S. dollars in thousands Governmental authorities 12 7 Other receivables 7 6 Total other accounts receivable 19 13 |
PROPERTY AND EQUIPEMENT, NET (T
PROPERTY AND EQUIPEMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE Of PROPERTY AND EQUIPEMENT, NET | SCHEDULE Of PROPERTY AND EQUIPEMENT, NET 2022 2021 December 31, 2022 2021 In U.S. dollars in thousands Computers Cost 3 3 Accumulated depreciation* (1 ) (1 ) Balance, Net 2 2 |
INTANGIBLE ASSET (Tables)
INTANGIBLE ASSET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE Of INTANGIBLE ASSET | SCHEDULE Of INTANGIBLE ASSET Cost $ 163,000 Accumulated amortization $ (39,000) Total intangible assets $ 124,000 |
OTHER ACCOUNTS PAYABLE AND RE_2
OTHER ACCOUNTS PAYABLE AND RELATED PARTY PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF OTHER ACCOUNTS PAYABLE | SCHEDULE OF OTHER ACCOUNTS PAYABLE 2022 2021 December 31, 2022 2021 In U.S. dollars in thousands Accrued expenses 62 13 Deferred income 6 5 Government institutions 4 15 Employees and payroll accruals 268 32 TOTAL 340 65 |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2023 | |
Related Party Transactions [Abstract] | ||
SCHEDULE OF BALANCE WITH RELATED PARTIES | SCHEDULE OF BALANCE WITH RELATED PARTIES September 30, 2023 December 31, 2022 In U.S. dollars in thousands Liabilities: Employees and payroll accruals 205 268 Related party payables 198 140 Short term loan 78 80 Convertible loan - 36 | SCHEDULE OF BALANCE WITH RELATED PARTIES 2022 2021 December 31, 2022 2021 In U.S. dollars in thousands Assets: Receivables Note 7(a) - 137 Liabilities: Employees and payroll accruals 268 46 Related party payables 140 - Short term loan Note 7(b) 80 89 Convertible loan Note 7(c) 36 32 |
SCHEDULE OF TRANSACTION WITH RELATED PARTIES | SCHEDULE OF TRANSACTION WITH RELATED PARTIES 2023 2022 Nine months ended September 30, 2023 2022 In U.S. dollars in thousands Expenses: Management fee to the Company’s CEO 129 84 Salaries and related cost *) 667 896 Salaries and related cost 667 896 *) Including share-based compensation for the Nine months ended September 30, 2023 and 2022 in the amount of $ 560,500 743,000 | SCHEDULE OF TRANSACTION WITH RELATED PARTIES 2022 2021 Year ended December 31, 2022 2021 In U.S. dollars in thousands Expenses: Salaries and related cost (including management fees and stock-based compensation, see Note 12) 1,356 595 AppYea’s Management fee participation - (60 ) Financial income, net - 2 |
CONVERTIBLE LOANS AND WARRANTS
CONVERTIBLE LOANS AND WARRANTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | ||
SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE | The Convertible Loans changes consist of the following as of September 30, 2023 and December 31, 2022: SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE September 30, 2023 December 31, 2022 Convertible Loans at Fair Value September 30, 2023 December 31, 2022 $000 Opening Balance 2,257 2,492 Additional convertible loans (a) 153 526 Repayment of convertible loan (b) - (18 ) Conversion of convertible loan (c) (243 ) - Decrease of Notes purchased (Note 6k) (530 ) - Change in fair value of convertible loans liability through profit or loss 288 (743 ) Closing balance 1,925 2,257 (a) During the Nine months ended September 30, 2023, and the year ended December 31, 2022, the Company received a principal amount of $ 152,750 526,826 (b) During the Nine months ended September 30, 2023, and the year ended December 31, 2022, the Company repaid nill 17,500 (c) During the Nine months ended September 30, 2023, and the year ended December 31, 2022, a total amount of $ 242,538 0 19,390,359 | SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE Convertible Loans at Fair Value $K Opening Balance January 1, 2022 (including short term loans component from related party which is also convertible) 2,492 Additional convertible loans 526 Repayment of convertible loan (18 ) Finance income, net (743 ) Closing balance as of December 31, 2022 2,257 |
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED | The estimated fair values of the Warrants were measured according to the data as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of As of September 30, 2023 December 31, 2022 Expected term 2.16 2.61 2.9 3.35 Expected average volatility 172 174 179 % Expected dividend yield - - Risk-free interest rate 4.54 4.72 4.09 4.15 Common Stock Market Value $ 0.0263 $ 0.043 * 600,000 | The estimated fair values of the Warrants were measured according to the data as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of December 31, 2022 2021 Expected term 2.9 3.35 0.78 3.9 Expected average volatility 179 % 185.45 195.07 % Expected dividend yield 0 % 0 % Risk-free interest rate 4.09 4.15 0.3% 1.1 % Common Stock Market Value $ 0.043 $ 0.16 |
SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS | The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2022: SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding and Exercisable Number of Warrants Weighted Average Remaining Weighted Average Exercise Price Valuation as of December 31, 2022 300,000 2.9 0.043 $ 11,351 300,000 3.35 0.043 $ 11,679 8,334 2.9 0.6 $ 230 32,500 3.35 0.6 $ 992 The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2023: Warrants Outstanding and Exercisable Number of Warrants Weighted Average Remaining Weighted Average Exercise Price Valuation as of September 30, 2023 8,334 2.16 0.6 $ 23 32,500 2.61 0.6 $ 116 | The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2022: SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding and Exercisable Weighted Average Remaining Number of Contractual life Weighted Average Valuation as of 300,000 2.9 0.043 $ 11,351 300,000 3.35 0.043 $ 11,679 8,334 2.9 0.6 $ 230 32,500 3.35 0.6 $ 992 The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2021: Warrants Outstanding and Exercisable Weighted Average Remaining Number of Contractual life Weighted Average Valuation as of 1,931,819 0.78 0.1 $ 211,622 308,334 3.9 0.6 $ 48,270 |
SCHEDULE OF FAIR VALUE RECURRING BASIS | The following table summarizes fair value measurements by level as of September 30, 2023 and December 31, 2022 measured at fair value on a recurring basis: SCHEDULE OF FAIR VALUE RECURRING BASIS December 31, 2022 Level 1 Level 2 Level 3 Total In U.S. dollars in thousands Assets None - - - - Liabilities Convertible Loans - - 2,257 2,257 Financial liability - 24 24 September 30, 2023 Level 1 Level 2 Level 3 Total In U.S. dollars in thousands Assets None - - - - Liabilities Convertible Loans - - 1,925 1,925 Financial liability - 183 183 | |
Old CLA [Member] | ||
Class of Warrant or Right [Line Items] | ||
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED | The estimated fair values of the Convertible loans were measured according to the Monte Carlo Model using the following assumptions: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of As of September 30, 2023 December 31, 2022 Expected term (in years) 0.75 1.26 0.5 Expected average (Monte Carlo) volatility 199 % 169 % Expected dividend yield - - Risk-free interest rate 5.4 5.5 4.8 % WACC 29 % 30 % | As of December 31, 2022 and 2021, the estimated fair values of the Convertible Loan measured as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of December 31, 2021 2022 Expected term (in years) 1.09 0.5 Expected average (Monte Carlo) volatility 195.07 % 169 % Expected dividend yield - - Risk-free interest rate 0.7 % 4.8 % |
New C L A [Member] | ||
Class of Warrant or Right [Line Items] | ||
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED | SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of December 31, 2022 2021 Expected term (in years) 0.5 1.875 Risk free rate 4.8 % - Volatility 169 % - WACC - 25 % | |
Warrants And S P A Agreements [Member] | ||
Class of Warrant or Right [Line Items] | ||
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED | The estimated fair values of the CLA measured as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED Year ended December 31, 2022 2021 Expected term 0.4 0.87 WACC 30 % 25 % Expected date to repay May 9, 2023 November 24, 2022 | |
Rest Of The Investors [Member] | ||
Class of Warrant or Right [Line Items] | ||
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED | The estimated fair values of the CLA measured as follows: SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED As of December 31, 2022 2021 Expected term 0.1 1.1 WACC 30 % 25 % |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
General And Administrative Expenses | |
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES | 2022 2021 Year ended December 31, 2022 2021 In U.S. dollars in thousands Salaries and related costs (*) 1,356 528 Professional services 605 67 Vehicle expenses 10 7 Rent and building maintenance 1 5 Others 45 25 General and administrative expenses 2,017 632 During 2022 and 2021, an amount of $ 145,000 60,000 (*) includes stock-based compensation of $ 1,049,379 485,096 |
COMMITMENT AND CONTINGENCIES (T
COMMITMENT AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF LICENSE ANNUAL PAYMENTS | 1. Annual license fee – annual payments as follows: SCHEDULE OF LICENSE ANNUAL PAYMENTS Year US$K 1-4 0 5 10 6 20 7 30 8 40 9-15 50 |
EMPLOYEE BENEFITS (Tables)
EMPLOYEE BENEFITS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2023 | |
Retirement Benefits [Abstract] | ||
SCHEDULE OF FAIR VALUE OF OPTIONS | SCHEDULE OF FAIR VALUE OF OPTIONS Grant date July 1, 2021 January 2022 Q1-Q3’2023 Vesting period 2 2 0.25 3 Expected average volatility 187.7 % 187.7 % 172 187.7 Expected dividend yield - - - Common Stock Value $ 0.76 $ 0.01 0.08 $ 0.009 0.015 Risk-free interest rate 0.3 % 1.81 % 3.39 3.98 | SCHEDULE OF FAIR VALUE OF OPTIONS Grant date July 1, 2021 Expected term 2 Expected average volatility 187.7 % Expected dividend yield - Common Stock Value $ 0.76 Risk-free interest rate 0.3 % |
SCHEDULE OF OPTIONS GRANTED TO EMPLOYEE | The table below depicts the number of options granted to such employee: SCHEDULE OF OPTIONS GRANTED TO EMPLOYEE Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Chief Financial Officer 6,904,087 2,301,363 $ 0.0001 07.01.2031 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX EXPENSES | SCHEDULE OF INCOME TAX EXPENSES 2022 2021 December 31, 2022 2021 Current income tax - - Deferred taxed - - Total - - |
SCHEDULE OF DEFERRED TAXES ASSETS | SCHEDULE OF DEFERRED TAXES ASSETS 2022 2021 Year Ended December 31, 2022 2021 In U.S. dollars in thousands Deferred tax assets: Net operation loss carryforward 178 64 Net deferred tax asset before valuation allowance 178 64 Valuation allowance (178 ) (64 ) Net deferred tax asset - - |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
SCHEDULE OF NUMBER OF OPTIONS GRANTED | SCHEDULE OF NUMBER OF OPTIONS GRANTED Number of Weighted average exercise price Nine months ended September 30, 2023 Number of Weighted average exercise price options in USD Options outstanding at January 1, 2023 10,246,284 $ 0.0001 Options granted during the period 37,770,029 $ 0.0001 Options outstanding at the end of period 48,016,313 $ 0.0001 Options exercisable at the end of period 13,183,291 $ 0.0001 | |
SCHEDULE OF FAIR VALUE OF OPTIONS | SCHEDULE OF FAIR VALUE OF OPTIONS Grant date July 1, 2021 January 2022 Q1-Q3’2023 Vesting period 2 2 0.25 3 Expected average volatility 187.7 % 187.7 % 172 187.7 Expected dividend yield - - - Common Stock Value $ 0.76 $ 0.01 0.08 $ 0.009 0.015 Risk-free interest rate 0.3 % 1.81 % 3.39 3.98 | SCHEDULE OF FAIR VALUE OF OPTIONS Grant date July 1, 2021 Expected term 2 Expected average volatility 187.7 % Expected dividend yield - Common Stock Value $ 0.76 Risk-free interest rate 0.3 % |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 18, 2023 | Aug. 02, 2021 | Jul. 02, 2021 | Nov. 30, 2023 | Dec. 31, 2021 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Liabilities, Fair Value Adjustment | $ 2,453,000 | ||||||||||
Retained Earnings (Accumulated Deficit) | 3,205,000 | $ 6,596,000 | $ 4,509,000 | ||||||||
Equity, Including Portion Attributable to Noncontrolling Interest | 2,430,000 | 3,283,000 | $ 2,342,000 | 2,563,000 | $ 2,278,000 | $ 1,869,000 | $ 37,000 | ||||
Preferred stock voting rights | the holders of the majority (the “Majority Holders”) of the Company outstanding convertible Preferred Series A Shares par value $0.0001 per share (the “Preferred Shares”) agreed to provide that each Preferred Share shall have voting rights equal to 3,000 shares of the Company’s Common Stock which may be voted at any meeting or any action of the Company shareholders at which the holders of the Common Stock are entitled to participate. | ||||||||||
Stockholder's deficit | $ 2,416,000 | $ 3,269,000 | $ 2,549,000 | ||||||||
Proceeds from Issuance of Private Placement | $ 523,569 | ||||||||||
Sleep X Ltd [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Voting interest rate | 66.70% | 66.70% | |||||||||
Stock Exchange Agreement [Member] | Sleep X Ltd [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Equity ownership percentage | 80% | ||||||||||
Stock Exchange Agreement [Member] | Sleep X Ltd [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Outstanding equity capital | 1,724 | ||||||||||
Number shares exchanged for common stock | 174,595,634 | ||||||||||
Boris Molchadsky [Member] | Sleep X Ltd [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Voting interest rate | 71.40% | ||||||||||
Series A Preferred Stock [Member] | Boris Molchadsky [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of shares acquired | 225,000 | ||||||||||
Preferred stock voting rights | The Series A Preferred Shares have the right to vote at 1,000 to 1 as shares of common stock and are convertible at a rate of 1,500 to 1 as shares of common stock of the Company. The acquisition of the Preferred Shares provided Boris Molchadsky control of a majority of the Company’s voting equity capital. |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS AT THE ANNUAL RATES (Details) | Dec. 31, 2022 |
Computers Equipment And Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, salvage value, percentage | 33% |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Platform Operator, Crypto-Asset [Line Items] | |
Assets | |
Convertible Loans | 2,257 |
Warrants | 24 |
Fair Value, Inputs, Level 1 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Assets | |
Convertible Loans | |
Warrants | |
Fair Value, Inputs, Level 2 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Assets | |
Convertible Loans | |
Warrants | |
Fair Value, Inputs, Level 3 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Assets | |
Convertible Loans | 2,257 |
Warrants | $ 24 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 shares | Dec. 31, 2021 shares | |
Finite-Lived Intangible Assets [Line Items] | ||
Foreign currency exchange rate | 3.519 | 3.110 |
Severance rate of employees monthly salary | 8.33% | |
Convertible preferred stock outstanding and conversion to convertible promissory notes payable | 49,824,701 | 1,586,926 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, useful life | 7 years |
SCHEDULE OF OTHER ACCOUNTS RECE
SCHEDULE OF OTHER ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Governmental authorities | $ 12 | $ 7 |
Other receivables | 7 | 6 |
Total other accounts receivable | $ 19 | $ 13 |
SCHEDULE Of PROPERTY AND EQUIPE
SCHEDULE Of PROPERTY AND EQUIPEMENT, NET (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Computers | |||
Cost | $ 3 | $ 3 | |
Accumulated depreciation* | (1) | (1) | |
Balance, Net | $ 2 | $ 2 | $ 2 |
PROPERTY AND EQUIPEMENT, NET (D
PROPERTY AND EQUIPEMENT, NET (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Abstract] | |
Depreciation expense | $ 200 |
SCHEDULE Of INTANGIBLE ASSET (D
SCHEDULE Of INTANGIBLE ASSET (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Cost | $ 163,000 | ||
Accumulated amortization | (39,000) | ||
Total intangible assets | $ 142,000 | $ 124,000 | $ 148,000 |
INTANGIBLE ASSET (Details Narra
INTANGIBLE ASSET (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | May 12, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Amortization expense | $ 23,285 | $ 15,000 | |
License Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Percentage of gross profit arising form sale of product | 3% | ||
Gross profit arising from sale of products up to an aggregate amount | $ 2,000,000 | ||
License Agreement [Member] | Sleep X [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Percentage of shares issued to related party | 40% |
SCHEDULE OF OTHER ACCOUNTS PAYA
SCHEDULE OF OTHER ACCOUNTS PAYABLE (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | |||
Accrued expenses | $ 62 | $ 13 | |
Deferred income | 6 | 5 | |
Government institutions | 4 | 15 | |
Employees and payroll accruals | 268 | 32 | |
TOTAL | $ 595 | $ 340 | $ 65 |
SCHEDULE OF BALANCE WITH RELATE
SCHEDULE OF BALANCE WITH RELATED PARTIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | |||
Receivables Note 7(a) | $ 37 | $ 19 | |
Liabilities: | |||
Employees and payroll accruals | 205 | 268 | $ 46 |
Related party payables | 198 | 140 | |
Short term loan | 78 | 80 | |
Convertible loan | 36 | 32 | |
Related Party [Member] | |||
Assets: | |||
Receivables Note 7(a) | 137 | ||
Liabilities: | |||
Related party payables | 140 | ||
Short term loan | $ 80 | $ 89 |
SCHEDULE OF TRANSACTION WITH RE
SCHEDULE OF TRANSACTION WITH RELATED PARTIES (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 ILS (₪) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |||
Related Party Transaction [Line Items] | |||||||
Salaries and related cost | ₪ 40,000 | $ 667 | [1] | $ 896 | [1] | $ 1,356 | $ 595 |
AppYea’s Management fee participation | (60) | ||||||
Management fee to the Company’s CEO | $ 129 | $ 84 | |||||
Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Financial income, net | $ 2 | ||||||
[1]Including share-based compensation for the Nine months ended September 30, 2023 and 2022 in the amount of $ 560,500 743,000 |
RELATED PARTY BALANCES AND TR_3
RELATED PARTY BALANCES AND TRANSACTIONS (Details Narrative) | 9 Months Ended | 12 Months Ended | |||||||
Aug. 22, 2021 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2023 ILS (₪) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 ILS (₪) | Jun. 01, 2022 USD ($) | Dec. 31, 2020 ILS (₪) | |
Related Party Transaction [Line Items] | |||||||||
Due from related parties | $ 7,000 | $ 6,000 | |||||||
Notes payable | $ 437,190,000 | ||||||||
Convertible debt | 415,000 | ||||||||
Consulting Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Service fee | $ 140,000 | ||||||||
Noncontrolling Interest [Member] | Tanooma Ltd [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related parties current and noncurrent | $ 30,263 | ₪ 115,725,000 | ₪ 115,725,000 | ||||||
Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related parties | 22,734 | 47,623 | ₪ 80,000 | ||||||
Notes payable | 25,000 | ||||||||
Related Party [Member] | Tanooma Ltd [Member] | Noncontrolling Interest [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related parties current and noncurrent | $ 32,886 | ₪ 115,725 | |||||||
Nexense Technologies LTD [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related-party transaction rate | 2.42% | ||||||||
Evergreen Venture Capital LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from related party debt | $ 265,000 | ||||||||
Debt Instrument, Term | 18 months | ||||||||
Interest rate | 8% | ||||||||
[custom:DebtConversionConvertedInstrumentTypes] | the investor can convert the note into shares of common stock at 35% discount to the highest daily trading price over the 10 days’ preceding conversion but in any event not less than $0.10 per share | ||||||||
Notes payable | $ 25,000 | ||||||||
Convertible debt | $ 36,167 | $ 31,958 | |||||||
Percentage of weighted average cost inventory | 30% | 25% | 30% | ||||||
Convertible loans from related party description | the note holder can convert the note into shares of common stock at 35% discount to the highest daily trading price over the 10 days’ preceding conversion but in any event not less than $0.10 per share | ||||||||
Boris Molchadsky [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction amounts of transaction | $ 181,936 | $ 181,936 | |||||||
Related-party transaction rate | 5% | ||||||||
Nexense Technologies LTD [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related parties | $ 47,623 | ||||||||
Related-party transaction rate | 2.90% |
SCHEDULE OF CONVERTIBLE LOANS A
SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | ||
Convertible Loans And Warrants | |||
Opening Balance | $ 2,257,000 | $ 2,492,000 | |
Additional convertible loans | [1] | 153,000 | 526,000 |
Finance income, net | (743,000) | ||
Closing balance | 1,925,000 | 2,257,000 | |
Repayment of convertible loan | [2] | (17,500) | |
Conversion of convertible loan | [3] | (243,000) | |
Decrease of Notes purchased (Note 6k) | (530,000) | ||
Change in fair value of convertible loans liability through profit or loss | $ 288,000 | $ (743,000) | |
[1]During the Nine months ended September 30, 2023, and the year ended December 31, 2022, the Company received a principal amount of $ 152,750 526,826 nill 17,500 242,538 0 19,390,359 |
SCHEDULE OF FAIR VALUES OF WARR
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED (Details) | 9 Months Ended | 12 Months Ended | |||
Jan. 01, 2022 | Jul. 01, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expected term | 2 years | 2 years | |||
Expected average (Monte Carlo) volatility | 187.70% | 187.70% | |||
Expected dividend yield | |||||
Risk-free interest rate | 1.81% | 0.30% | |||
Old CLA [Member] | |||||
Expected term | 6 months | 1 year 1 month 2 days | |||
Expected average (Monte Carlo) volatility | 199% | 169% | 195.07% | ||
Expected dividend yield | |||||
Risk-free interest rate | 4.80% | 0.70% | |||
WACC | 29% | 30% | |||
New C L A [Member] | |||||
Expected term | 6 months | 1 year 10 months 15 days | |||
Risk-free interest rate | 4.80% | ||||
Volatility rate | 169% | ||||
WACC | 25% | ||||
Warrants And S P A Agreements [Member] | |||||
Expected term | 4 months 24 days | 10 months 13 days | |||
WACC | 30% | 25% | |||
Expected date to repay | May 09, 2023 | Nov. 24, 2022 | |||
Rest Of The Investors [Member] | |||||
Expected term | 1 month 6 days | 1 year 1 month 6 days | |||
WACC | 30% | 25% | |||
Measurement Input, Price Volatility [Member] | |||||
Warrant measurement input | 179 | ||||
Measurement Input, Expected Dividend Rate [Member] | |||||
Warrant measurement input | |||||
Measurement Input Commom Market Value [Member] | |||||
Warrant measurement input | 0.0263 | 0.043 | 0.0016 | ||
Minimum [Member] | |||||
Expected term | 2 years 1 month 28 days | 2 years 10 months 24 days | 3 years 10 months 24 days | ||
Expected term | 3 months | ||||
Expected average (Monte Carlo) volatility | 172% | ||||
Risk-free interest rate | 3.39% | ||||
Minimum [Member] | Old CLA [Member] | |||||
Expected term | 1 year 3 months 3 days | ||||
Risk-free interest rate | 5.40% | ||||
Minimum [Member] | Measurement Input, Price Volatility [Member] | |||||
Warrant measurement input | 172 | 1.8545 | |||
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrant measurement input | 4.54 | 4.09 | 0.03 | ||
Maximum [Member] | |||||
Expected term | 2 years 7 months 9 days | 3 years 4 months 6 days | 9 months 10 days | ||
Expected term | 3 years | ||||
Expected average (Monte Carlo) volatility | 187.70% | ||||
Risk-free interest rate | 3.98% | ||||
Maximum [Member] | Old CLA [Member] | |||||
Expected term | 9 months | ||||
Risk-free interest rate | 5.50% | ||||
Maximum [Member] | Measurement Input, Price Volatility [Member] | |||||
Warrant measurement input | 174 | 1.9507 | |||
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrant measurement input | 4.72 | 4.15 | 0.011 |
SUMMARIZES RELATING TO OUTSTAND
SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Warrants Outstanding and Exercisable, value | |||
Minimum [Member] | |||
Warrants Outstanding and Exercisable, Weighted Average Remaining Contractual life (in years) | 2 years 1 month 28 days | 2 years 10 months 24 days | 3 years 10 months 24 days |
Maximum [Member] | |||
Warrants Outstanding and Exercisable, Weighted Average Remaining Contractual life (in years) | 2 years 7 months 9 days | 3 years 4 months 6 days | 9 months 10 days |
Warrant One [Member] | |||
Warrants Outstanding and Exercisable, Number of Warrants | 8,334 | 300,000 | 1,931,819 |
Warrants Outstanding and Exercisable, Weighted Average Remaining Contractual life (in years) | 9 months 10 days | ||
Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ 0.6 | $ 0.043 | $ 0.1 |
Warrants Outstanding and Exercisable, value | $ 23 | $ 11,351 | $ 211,622 |
Warrant One [Member] | Minimum [Member] | |||
Warrants Outstanding and Exercisable, Weighted Average Remaining Contractual life (in years) | 2 years 1 month 28 days | 2 years 10 months 24 days | |
Warrant Two [Member] | |||
Warrants Outstanding and Exercisable, Number of Warrants | 32,500 | 300,000 | 308,334 |
Warrants Outstanding and Exercisable, Weighted Average Remaining Contractual life (in years) | 3 years 10 months 24 days | ||
Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ 0.6 | $ 0.043 | $ 0.6 |
Warrants Outstanding and Exercisable, value | $ 116 | $ 11,679 | $ 48,270 |
Warrant Two [Member] | Maximum [Member] | |||
Warrants Outstanding and Exercisable, Weighted Average Remaining Contractual life (in years) | 2 years 7 months 9 days | 3 years 4 months 6 days | |
Warrant Three [Member] | |||
Warrants Outstanding and Exercisable, Number of Warrants | 8,334 | ||
Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ 0.6 | ||
Warrants Outstanding and Exercisable, value | $ 230 | ||
Warrant Three [Member] | Minimum [Member] | |||
Warrants Outstanding and Exercisable, Weighted Average Remaining Contractual life (in years) | 2 years 10 months 24 days | ||
Warrant Four [Member] | |||
Warrants Outstanding and Exercisable, Number of Warrants | 32,500 | ||
Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ 0.6 | ||
Warrants Outstanding and Exercisable, value | $ 992 | ||
Warrant Four [Member] | Maximum [Member] | |||
Warrants Outstanding and Exercisable, Weighted Average Remaining Contractual life (in years) | 3 years 4 months 6 days |
CONVERTIBLE LOANS AND WARRANT_2
CONVERTIBLE LOANS AND WARRANTS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | 23 Months Ended | |||||||||
Dec. 07, 2022 | May 09, 2022 | Nov. 24, 2021 | May 09, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | Jan. 31, 2021 | Nov. 23, 2022 | Jul. 12, 2022 | |
Warrents expired | ||||||||||||
Debt conversion converted instrument amount | $ 242,538,000 | 0 | ||||||||||
Face amount | 152,750,000 | 526,826,000 | ||||||||||
Current maturities of convertible loans | 1,925,000 | 1,528,000 | $ 1,933,000 | |||||||||
Proceeds from convertible debt | 141,000 | $ 368,000 | $ 458,000 | |||||||||
Common shares issued | 220,930,798 | 218,246,326 | ||||||||||
Convertible loan | $ 1,925,000 | $ 2,257,000 | $ 2,492,000 | |||||||||
Loans Payable | 693,410 | 111,828 | ||||||||||
Short term debt | $ 693,000 | 112,000 | ||||||||||
Investor Two [Member] | ||||||||||||
Common shares issued | 200,000,000 | |||||||||||
Convertible Notes Payable [Member] | Minimum [Member] | ||||||||||||
Debt instrument convertible description | 12% | 5% | ||||||||||
Convertible Notes Payable [Member] | Maximum [Member] | ||||||||||||
Debt instrument convertible description | 24% | 12% | ||||||||||
Warrant [Member] | ||||||||||||
Warrants granted | 300,000 | 1,931,819 | ||||||||||
[custom:WarrantsGrantedValue] | $ 11,351 | $ 11,679 | ||||||||||
Warrants and Rights Outstanding, Maturity Date | May 09, 2026 | Nov. 24, 2025 | ||||||||||
Warrant [Member] | Investor Two [Member] | ||||||||||||
Warrants granted | 300,000 | |||||||||||
Existing C L A Holder [Member] | Convertible Notes Payable [Member] | ||||||||||||
Debt instrument convertible description | 5% | |||||||||||
Debt instrument convertible description | (i) $0.04, and (ii) the variable conversion price, which is defined as 65% of the lowest daily Volume Weighted Average Price (‘VWAP’) in the twenty (20) Trading Days prior to the Conversion Date | |||||||||||
Debt conversion converted instrument amount | $ 756,963 | 1,918,376 | ||||||||||
New C L A Holder [Member] | Investor One [Member] | Convertible Notes Payable [Member] | ||||||||||||
Current maturities of convertible loans | $ 555,039 | |||||||||||
Current maturities of convertible loans | $ 318,156 | |||||||||||
New C L A Holder [Member] | Convertible Notes Payable [Member] | Investor One [Member] | ||||||||||||
Debt instrument convertible description | The CLA is convertible at a fair value measurement option at a price per share equal to the expected PPS at IPO event or the variable conversion price, which is defined as 60% of the lowest daily VWAP in the twenty (20) Trading Days prior to the Conversion Date | |||||||||||
Face amount | $ 250,000 | |||||||||||
Derivative maturity dates | Jun. 30, 2023 | |||||||||||
New C L A Holder [Member] | Convertible Notes Payable [Member] | Investor [Member] | ||||||||||||
Short term debt | $ 109,908 | 97,226 | ||||||||||
C L A Warrants And S P A Agreements [Member] | Convertible Notes Payable [Member] | Investor Two [Member] | ||||||||||||
Face amount | $ 500,000 | |||||||||||
Proceeds from convertible debt | $ 390,000 | 110,000 | ||||||||||
Common shares issued | 200,000 | |||||||||||
Conversion price | $ 0.5 | |||||||||||
Warrants evaluated | 11,351 | 11,679 | ||||||||||
Convertible loan | 108,126 | $ 585,284 | ||||||||||
Leonite [Member] | Convertible Notes Payable [Member] | Investor Two [Member] | ||||||||||||
Convertible loan | $ 30,000 | |||||||||||
maturity dates | Apr. 30, 2023 | |||||||||||
Debt Instrument, Fee | 10,000 | |||||||||||
Debt Instrument, Periodic Payment | $ 17,500 | |||||||||||
Legal Fees | $ 2,500 | |||||||||||
C L A Warrants Agreements [Member] | Convertible Notes Payable [Member] | Investor Three [Member] | ||||||||||||
Face amount | $ 675,000 | |||||||||||
Proceeds from convertible debt | $ 68,000 | |||||||||||
maturity dates | Nov. 23, 2023 | |||||||||||
Promissory note convertible | The Convertible Promissory Note will be convertible at a price equal 65% of the lowest trading price during the (10) days prior to the conversion date, with 35% discount. The Convertible Promissory Note was evaluated as a single component | |||||||||||
Short term debt | $ 89,318 | |||||||||||
C L A [Member] | Convertible Notes Payable [Member] | Investor [Member] | ||||||||||||
Debt instrument convertible description | The CLA is convertible at a price equal to the variable conversion price, which is defined as 65% of the highest daily VWAP in the ten (10) Trading Days prior to the Conversion Date | |||||||||||
Face amount | $ 75,000 | |||||||||||
Old CLA [Member] | ||||||||||||
Derivative maturity dates | Jan. 29, 2023 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - shares | 3 Months Ended | 12 Months Ended | ||||
Jul. 02, 2021 | Mar. 31, 2022 | Dec. 31, 2022 | Jul. 12, 2022 | Jul. 02, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||
Common stock authorized | 900,000,000 | 10,000,000,000 | ||||
Common shares issued | 220,930,798 | 218,246,326 | ||||
Common stock outstanding | 220,930,798 | 218,246,326 | ||||
Guerilla Capital [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common shares issued | 2,484,472,000 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Conversion of common shares | 10,482,659 | |||||
Investor Two [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common shares issued | 200,000,000 | |||||
Convertible Preferred A Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Convertible shares | 1,500 | |||||
Common stock authorized | 1,000 | |||||
Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock issued | 300,000 | 300,000 | ||||
Preferred stock outstanding | 300,000 | 300,000 | ||||
Preferred stock authorized | 500,000 | 500,000 | ||||
Series A Preferred Stock [Member] | Boris Molchadsky [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock acquired | 225,000 |
SCHEDULE OF GENERAL AND ADMINIS
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
General And Administrative Expenses | |||||||
Salaries and related costs (*) | [1] | $ 1,356 | $ 528 | ||||
Professional services | 605 | 67 | |||||
Vehicle expenses | 10 | 7 | |||||
Rent and building maintenance | 1 | 5 | |||||
Others | 45 | 25 | |||||
General and administrative expenses | $ 261 | $ 513 | $ 1,128 | $ 1,592 | $ 2,017 | $ 632 | |
[1]includes stock-based compensation of $ 1,049,379 485,096 |
SCHEDULE OF GENERAL AND ADMIN_2
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
General And Administrative Expenses | ||
Stock based compensation | $ 1,049,379 | $ 485,096 |
GENERAL AND ADMINISTRATIVE EX_3
GENERAL AND ADMINISTRATIVE EXPENSES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Salary paid | [1] | $ 1,356,000 | $ 528,000 |
Sleep X Ltd [Member] | |||
Salary paid | $ 145,000 | $ 60,000 | |
[1]includes stock-based compensation of $ 1,049,379 485,096 |
SCHEDULE OF LICENSE ANNUAL PAYM
SCHEDULE OF LICENSE ANNUAL PAYMENTS (Details) - License [Member] $ in Thousands | Dec. 31, 2022 USD ($) |
Product Liability Contingency [Line Items] | |
License fee due in term of (1 to 4 year) | $ 0 |
License fee due in term of (5 year) | 10 |
License fee due in term of (6 year) | 20 |
License fee due in term of (7 year) | 30 |
License fee due in term of (8 year) | 40 |
License fee due in term of (9 to 15 year) | $ 50 |
COMMITMENT AND CONTINGENCIES (D
COMMITMENT AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 15, 2020 | Apr. 30, 2022 | Dec. 31, 2022 | |
Product Liability Contingency [Line Items] | |||
Costs and expenses | $ 74,850 | ||
License [Member] | |||
Product Liability Contingency [Line Items] | |||
Royalties percentage | 3% | ||
Purchase commitment, period | 15 years | ||
Guarantor percentage | 15% | ||
Milestone payment | $ 60,000 | ||
License [Member] | Maximum [Member] | |||
Product Liability Contingency [Line Items] | |||
Guarantor percentage | 25% | ||
License [Member] | Minimum [Member] | |||
Product Liability Contingency [Line Items] | |||
Guarantor percentage | 10% | ||
License Agreement Terms [Member] | |||
Product Liability Contingency [Line Items] | |||
License agreement term | the right to grant sub-licenses and with a term of 15 years | the right to grant sub-licenses and with a term of 15 years |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTIONS (Details) - $ / shares | 9 Months Ended | ||
Jan. 01, 2022 | Jul. 01, 2021 | Sep. 30, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Expected term | 2 years | 2 years | |
Expected average volatility | 187.70% | 187.70% | |
Expected dividend yield | |||
Common Stock Market Value | $ 0.76 | ||
Risk-free interest rate | 1.81% | 0.30% | |
Minimum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expected term | 3 months | ||
Expected average volatility | 172% | ||
Common Stock Market Value | $ 0.01 | $ 0.009 | |
Risk-free interest rate | 3.39% | ||
Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expected term | 3 years | ||
Expected average volatility | 187.70% | ||
Common Stock Market Value | $ 0.08 | $ 0.015 | |
Risk-free interest rate | 3.98% |
SCHEDULE OF OPTIONS GRANTED TO
SCHEDULE OF OPTIONS GRANTED TO EMPLOYEE (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Retirement Benefits [Abstract] | |
Number of Securities Underlying Unexercised Options, Exercisable | 6,904,087 |
Number of Securities Underlying Unexercised Options, Unexercisable | 2,301,363 |
Option Exercise Price | $ / shares | $ 0.0001 |
Option Expiration Date | Jul. 01, 2031 |
EMPLOYEE BENEFITS (Details Narr
EMPLOYEE BENEFITS (Details Narrative) | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2022 ILS (₪) | Feb. 01, 2022 USD ($) $ / shares shares | Jan. 01, 2022 USD ($) $ / shares shares | Jul. 01, 2021 USD ($) | Jul. 01, 2021 ILS (₪) | Sep. 30, 2023 USD ($) | [1] | Sep. 30, 2022 USD ($) | [1] | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 ILS (₪) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 ILS (₪) shares | |
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||
Employee benefit plan, percentage | 8.33% | 8.33% | |||||||||||
Chief officer options | $ 5,683 | ₪ 20,000 | $ 5,683 | ₪ 20,000 | |||||||||
Chief officer options shares | shares | 9,205,450 | 9,093,597 | 9,205,450 | ||||||||||
Option expenses recognized | $ 1,049,379 | $ 485,096 | |||||||||||
Success bonus | 1.50% | 1.50% | |||||||||||
Bonus | $ 10,000,000 | ||||||||||||
Revenues percentages | 1% | 1% | |||||||||||
Accumulated revenues | $ 20,000,000 | ||||||||||||
Accumulated revenue cost | 1,000,000 | ||||||||||||
Additional revenues | 2,842 | ₪ 10,000 | |||||||||||
Fees for management | $ 20,460 | ₪ 72,000 | |||||||||||
Management fees percentage | 50% | 50% | |||||||||||
Gross salary raised | ₪ 40,000 | $ 667,000 | $ 896,000 | $ 1,356,000 | $ 595,000 | ||||||||
Mr Kline [Member] | Options Held [Member] | |||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||
Options vesting description | the Options shall vest as follows: (i) 50% following 12 months from effective date and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ended April 30, 2023 | ||||||||||||
Warrant exercise price | $ / shares | $ 0.0001 | ||||||||||||
Mr Kline [Member] | Common Stock [Member] | Options Held [Member] | |||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||
Purchase of common stock, shares | shares | 500,000 | ||||||||||||
Purchase of common stock, value | $ 39,998 | ||||||||||||
Amir Geva [Member] | Options Held [Member] | |||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||
Purchase of common stock, shares | shares | 500,000 | ||||||||||||
Purchase of common stock, value | $ 49,960 | ||||||||||||
Options vesting description | the Options shall vest as follows: (i) 50% following 12 months from effective date and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ended March 31, 2023 | ||||||||||||
Warrant exercise price | $ / shares | $ 0.001 | ||||||||||||
Minimum [Member] | |||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||
Accumulated revenue cost | 500,000 | ||||||||||||
Maximum [Member] | |||||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||||
Accumulated revenue cost | $ 1,000,000 | ||||||||||||
[1]Including share-based compensation for the Nine months ended September 30, 2023 and 2022 in the amount of $ 560,500 743,000 |
SCHEDULE OF INCOME TAX EXPENSES
SCHEDULE OF INCOME TAX EXPENSES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||||
Current income tax | ||||||
Deferred taxed | ||||||
Total |
SCHEDULE OF DEFERRED TAXES ASSE
SCHEDULE OF DEFERRED TAXES ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operation loss carryforward | $ 178 | $ 64 |
Net deferred tax asset before valuation allowance | 178 | 64 |
Valuation allowance | (178) | (64) |
Net deferred tax asset |
TAXES ON INCOME (Details Narrat
TAXES ON INCOME (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal tax rate | 21% | |
Deferred operating loss carryforwards reverse merger | ||
Sleep X [Member] | ||
Net operating losses | 819,000 | 232,000 |
Tanooma [Member] | ||
Net operating losses | $ 2,454 | $ 40,000 |
Sleep Xltd And Tanooma Ltd [Member] | ||
Federal tax rate | 23% |
SCHEDULE OF TRANSACTION WITH _2
SCHEDULE OF TRANSACTION WITH RELATED PARTIES (Details) (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Subsequent Events [Abstract] | ||
Share-based compensation | $ 560,500 | $ 743,000 |
SCHEDULE OF FAIR VALUE RECURRIN
SCHEDULE OF FAIR VALUE RECURRING BASIS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Assets | ||
Convertible loans | 2,257 | |
Financial liability | $ 183 | 24 |
Fair Value, Recurring [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets | ||
Convertible loans | 1,925 | 2,257 |
Financial liability | 183 | 24 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets | ||
Convertible loans | ||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets | ||
Convertible loans | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets | ||
Convertible loans | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets | ||
Convertible loans | ||
Financial liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets | ||
Convertible loans | 2,257 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets | ||
Convertible loans | 1,925 | 2,257 |
Financial liability | $ 183 | $ 24 |
SCHEDULE OF CONVERTIBLE LOANS_2
SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE (Details) (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | ||
Subsequent Events [Abstract] | |||
Principal amount | $ 152,750,000 | $ 526,826,000 | |
Repaid amount | [1] | 17,500 | |
Converted amount | $ 242,538,000 | $ 0 | |
Number of shares converted | 19,390,359 | ||
[1]During the Nine months ended September 30, 2023, and the year ended December 31, 2022, the Company repaid nill 17,500 |
SCHEDULE OF FAIR VALUES OF WA_2
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED (Parenthetical) (Details) | 9 Months Ended |
Sep. 30, 2023 shares | |
Subsequent Events [Abstract] | |
Number of options cancelled | 600,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 07, 2023 | Aug. 16, 2023 | Jul. 01, 2023 | Mar. 01, 2023 | Feb. 01, 2023 | Jan. 01, 2023 | Jun. 30, 2023 | Jan. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||||||||||
Stock option granted | 10,237,740 | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Stock option granted, value | $ 92,102,000 | |||||||||||
Option execrise price | $ 0.0001 | |||||||||||
Principal converted shares | 19,390,359 | |||||||||||
Conversion description | The Purchasers agreed to amend the terms of the note, to extend the maturity date to December 31, 2024, and to amend the conversion price thereof to $0.005. | |||||||||||
Principal amount | $ 526,826,000 | $ 152,750,000 | ||||||||||
Proceeds from other debt | $ 720,000,000 | |||||||||||
Ron Mekler [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock option granted | 500,000 | |||||||||||
Stock option granted, value | $ 21,498,000 | |||||||||||
Option vesting description | Upon grant, the options vest as follows: (i) 50% following 12 months on the first anniversary of the appointment and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ending March 31, 2024. | |||||||||||
Option execrise price | $ 0.0001 | |||||||||||
Investor Two [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Conversion description | the Purchasers and the company agreed to amend the terms of the notes to extend the maturity date of each note to December 31, 2024, and to amend the conversion price thereof to $0.00561 (in the case of note purchased from Leonite Funding LP) and $0.005 (in the case of the note purchased from Diagonal Lending LLC). | the following terms: (i) the note was amended so that the fixed conversion price is $0.022, (ii) the principal amount of the Note was increased by $7,500, (iii) if any portion of the balance due under the Note remains outstanding on April 30, 2023, an extension fee equal to 15% of such outstanding balance was to be added to it, (iv) the Maturity Date with respect to all outstanding amounts advanced under the Note was amended to July 31, 2023 and (v) several sale limitations on trading during the period beginning on the effective date of the agreement and ending on the amended maturity date were instituted. The warrant exercise price was adjusted accordingly. | ||||||||||
Adi Shemer [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock option granted | 1,000,000 | |||||||||||
Stock option granted, value | $ 20,498 | |||||||||||
Option vesting description | Upon grant, the options vest as follows: (i) 33% on the 12 month anniversary of the appointment and (ii) the balance of shares of Common Stock, in eight (8) consecutive fiscal quarters, beginning with the quarter ending April 31, 2024. | |||||||||||
Option execrise price | $ 0.0001 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Proceeds from other debt | $ 117,075,000 | |||||||||||
Subsequent Event [Member] | C L A [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount converted | $ 75,000 | |||||||||||
Principal converted shares | 5,384,616 | |||||||||||
Subsequent Event [Member] | Ron Mekler [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock option granted | 500,000 | |||||||||||
Common stock, par value | $ 0.0001 | |||||||||||
Stock option granted, value | $ 21,498 | |||||||||||
Option vesting description | Upon grant, the Options vest as follows: (i) 50% following 12 months on the first anniversary of the appointment and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ending March 31, 2024. The Option shall be exercisable at a per share exercise price of $0.0001 and shall otherwise be subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between Mr. Mekler and the Company | |||||||||||
Option execrise price | $ 0.0001 | |||||||||||
Subsequent Event [Member] | Investor Two [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount converted | $ 72,222.5 | |||||||||||
Principal converted shares | 2,500,000 | |||||||||||
Conversion description | the company reached the following understanding with the Investor: (i) the note shall be amended so that the Fixed Conversion Price is $0.022, (ii) the Note shall be increased by $7,500, (iii) if any portion of the balance due under the Note remains outstanding on April 30, 2023, an extension fee equal to 15% of such outstanding balance shall be added to it. (iv) The Maturity Date with respect to all Tranches advanced under the Note shall be amended to be July 31, 2023. (v) several sale limitations on trading during the period beginning on the Effective Date and ending on the Amended Maturity Date | |||||||||||
Principal amount | $ 152,750,000 | |||||||||||
Subsequent Event [Member] | Adi Shemer [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock option granted | 1,000,000 | |||||||||||
Common stock, par value | $ 0.0001 | |||||||||||
Stock option granted, value | $ 20,498 | |||||||||||
Option vesting description | Upon grant, the Options vest as follows: (i) 33% following 12 months on the first anniversary of the appointment and (ii) the balance of shares of Common Stock, in eight (8) consecutive fiscal quarters, beginning with the quarter ending April 31, 2024. The Option shall be exercisable at a per share exercise price of $0.0001 and shall otherwise be subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between Mr. Shemer and the Company | |||||||||||
Option execrise price | $ 0.0001 |
SCHEDULE OF NUMBER OF OPTIONS G
SCHEDULE OF NUMBER OF OPTIONS GRANTED (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Options outstanding at January 1, 2023 | shares | 10,246,284 |
Weighted average exercise price, beginning | $ / shares | $ 0.0001 |
Options granted during the period | shares | 37,770,029 |
Weighted average exercise price, beginning | $ / shares | $ 0.0001 |
Options outstanding at the end of period | shares | 48,016,313 |
Weighted average exercise price, beginning | $ / shares | $ 0.0001 |
Options exercisable at the end of period | shares | 13,183,291 |
Weighted average exercise price, beginning | $ / shares | $ 0.0001 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Share based compensation | $ 650,000 | $ 877,000 | $ 1,144,000 | $ 485,000 |
Chief Financial Officer And Advisor [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Share based compensation | $ 618,000 | $ 507,000 |
SIGNIFICANT EVENTS DURING THE_2
SIGNIFICANT EVENTS DURING THE PERIOD (Details Narrative) $ / shares in Units, ₪ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2023 shares | Oct. 07, 2023 USD ($) | Aug. 16, 2023 shares | Jul. 26, 2023 shares | Jul. 07, 2023 USD ($) $ / shares shares | Jul. 07, 2023 ILS (₪) shares | Jul. 07, 2023 $ / shares | Jul. 01, 2023 USD ($) $ / shares shares | Jun. 26, 2023 USD ($) | Jun. 18, 2023 | Jun. 01, 2023 USD ($) shares | May 01, 2023 USD ($) shares | Feb. 01, 2023 USD ($) $ / shares shares | Jan. 01, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jan. 31, 2023 | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) shares | Nov. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jul. 07, 2023 ILS (₪) | ||||
Employee stock ownership plan | 10,237,740 | ||||||||||||||||||||||||||
Employee stock ownership plan | $ | $ 92,102,000 | ||||||||||||||||||||||||||
Share price | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||
Notes payable | $ | $ 437,190,000 | ||||||||||||||||||||||||||
Conversion description | The Purchasers agreed to amend the terms of the note, to extend the maturity date to December 31, 2024, and to amend the conversion price thereof to $0.005. | ||||||||||||||||||||||||||
Preferred stock voting rights | the holders of the majority (the “Majority Holders”) of the Company outstanding convertible Preferred Series A Shares par value $0.0001 per share (the “Preferred Shares”) agreed to provide that each Preferred Share shall have voting rights equal to 3,000 shares of the Company’s Common Stock which may be voted at any meeting or any action of the Company shareholders at which the holders of the Common Stock are entitled to participate. | ||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||
Stock issued during period shares issued for services | $ | [1] | $ 1,356,000 | $ 528,000 | ||||||||||||||||||||||||
Proceeds from issuance of private placement | $ | $ 523,569 | ||||||||||||||||||||||||||
Stock options exercised | 6,904,087 | ||||||||||||||||||||||||||
Aggregate gross proceeds | $ | $ 406,494 | ||||||||||||||||||||||||||
Number of shares and warrants | 40,649,400 | ||||||||||||||||||||||||||
Proceeds from Other Debt | $ | $ 720,000,000 | ||||||||||||||||||||||||||
Warrants cancelled | 600,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 70,000,000 | $ 102,000 | $ 299,000 | ||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||
Conversion of stock shares issued | 67,068 | 2,334 | |||||||||||||||||||||||||
Common Stock Purchase Warrants [Member] | |||||||||||||||||||||||||||
Share price | $ / shares | $ 0.01 | ||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||
Share price | $ / shares | $ 0.04 | ||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||
Proceeds from Other Debt | $ | $ 117,075,000 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.04 | ||||||||||||||||||||||||||
Additional common shares | 200,000 | 200,000 | 2,684,472 | [2] | 45,690,956 | [2] | |||||||||||||||||||||
Stock issued during period shares other | [2] | 65,795,623 | |||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 5,000 | ||||||||||||||||||||||||||
Ron Mekler [Member] | |||||||||||||||||||||||||||
Employee stock ownership plan | 500,000 | ||||||||||||||||||||||||||
Employee stock ownership plan | $ | $ 21,498,000 | ||||||||||||||||||||||||||
Vesting rights | Upon grant, the options vest as follows: (i) 50% following 12 months on the first anniversary of the appointment and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ending March 31, 2024. | ||||||||||||||||||||||||||
Share price | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||
Ron Mekler [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Employee stock ownership plan | 500,000 | ||||||||||||||||||||||||||
Employee stock ownership plan | $ | $ 21,498 | ||||||||||||||||||||||||||
Vesting rights | Upon grant, the Options vest as follows: (i) 50% following 12 months on the first anniversary of the appointment and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ending March 31, 2024. The Option shall be exercisable at a per share exercise price of $0.0001 and shall otherwise be subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between Mr. Mekler and the Company | ||||||||||||||||||||||||||
Share price | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||
Adi Shemer [Member] | |||||||||||||||||||||||||||
Employee stock ownership plan | 1,000,000 | ||||||||||||||||||||||||||
Employee stock ownership plan | $ | $ 20,498 | ||||||||||||||||||||||||||
Vesting rights | Upon grant, the options vest as follows: (i) 33% on the 12 month anniversary of the appointment and (ii) the balance of shares of Common Stock, in eight (8) consecutive fiscal quarters, beginning with the quarter ending April 31, 2024. | ||||||||||||||||||||||||||
Share price | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||
Adi Shemer [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Employee stock ownership plan | 1,000,000 | ||||||||||||||||||||||||||
Employee stock ownership plan | $ | $ 20,498 | ||||||||||||||||||||||||||
Vesting rights | Upon grant, the Options vest as follows: (i) 33% following 12 months on the first anniversary of the appointment and (ii) the balance of shares of Common Stock, in eight (8) consecutive fiscal quarters, beginning with the quarter ending April 31, 2024. The Option shall be exercisable at a per share exercise price of $0.0001 and shall otherwise be subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between Mr. Shemer and the Company | ||||||||||||||||||||||||||
Share price | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||
Investor Two [Member] | |||||||||||||||||||||||||||
Conversion description | the Purchasers and the company agreed to amend the terms of the notes to extend the maturity date of each note to December 31, 2024, and to amend the conversion price thereof to $0.00561 (in the case of note purchased from Leonite Funding LP) and $0.005 (in the case of the note purchased from Diagonal Lending LLC). | the following terms: (i) the note was amended so that the fixed conversion price is $0.022, (ii) the principal amount of the Note was increased by $7,500, (iii) if any portion of the balance due under the Note remains outstanding on April 30, 2023, an extension fee equal to 15% of such outstanding balance was to be added to it, (iv) the Maturity Date with respect to all outstanding amounts advanced under the Note was amended to July 31, 2023 and (v) several sale limitations on trading during the period beginning on the effective date of the agreement and ending on the amended maturity date were instituted. The warrant exercise price was adjusted accordingly. | |||||||||||||||||||||||||
Investor Two [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Conversion description | the company reached the following understanding with the Investor: (i) the note shall be amended so that the Fixed Conversion Price is $0.022, (ii) the Note shall be increased by $7,500, (iii) if any portion of the balance due under the Note remains outstanding on April 30, 2023, an extension fee equal to 15% of such outstanding balance shall be added to it. (iv) The Maturity Date with respect to all Tranches advanced under the Note shall be amended to be July 31, 2023. (v) several sale limitations on trading during the period beginning on the Effective Date and ending on the Amended Maturity Date | ||||||||||||||||||||||||||
CRM Campaigns [Member] | |||||||||||||||||||||||||||
Employee stock ownership plan | 500,000 | ||||||||||||||||||||||||||
Employee stock ownership plan | $ | $ 7,489,000 | ||||||||||||||||||||||||||
Vesting rights | Up on grant, the options vest as follows: (i) 33% following 12 months anniversary of the appointment and (ii) the balance of shares of Common Stock, in eight (8) consecutive quarters, beginning with the quarter ending April 30, 2024. The option is exercisable, for a period of 2 years after reaching full vesting, at a per share exercise price of $0.0001 and shall otherwise be subject to the other terms and conditions specified in a Stock Option Agreement to be entered into between the consultant and the Company. | ||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||
Employee stock ownership plan | 500,000 | ||||||||||||||||||||||||||
Employee stock ownership plan | $ | $ 5,414,000 | ||||||||||||||||||||||||||
Vesting rights | Upon grant, the options vest on a monthly basis over a period of 3 months from grant. The option is exercisable for a period of two years following vesting, at a per share exercise price of $0.0001 and shall otherwise be subject to the other terms and conditions specified in a Stock Option Agreement to be entered into between the consultant and the Company. | ||||||||||||||||||||||||||
Mr Porat [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Additional common shares | 14,500,000 | ||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||
Employee stock ownership plan | 11,500,000 | 11,500,000 | |||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Stock issued during period shares issued for services | $ 10,810,000 | ₪ 40,000 | |||||||||||||||||||||||||
Deferred salary | ₪ | ₪ 20,000 | ||||||||||||||||||||||||||
Proceeds from issuance of private placement | $ | $ 1,000,000 | ||||||||||||||||||||||||||
Employee compensation description | Under the Agreement, Mr. Shemer is also entitled to the following: (i) Manager’s Insurance under Israeli law to which SleepX contributes amounts equal to (a) 8-1/3 percent for severance payments, and 6.5%, or up to 7.5% (including disability insurance) designated for premium payment (and Mr. Shemer contributes an additional 6%) of each monthly salary payment, and (b) 7.5% of his salary (with Mr. Shemer contributing an additional 2.5%) to an education fund, a form of deferred compensation program established under Israeli law. Either Mr. Shemer or SleepX is entitled to terminate the employment at any time upon 30 days prior notice. | ||||||||||||||||||||||||||
Stock options exercised | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||
Stock issued during period shares other | 135,000,000 | ||||||||||||||||||||||||||
[1]includes stock-based compensation of $ 1,049,379 485,096 |