Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | SATIVUS TECH CORP. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 4,194,385 | |
Amendment Flag | false | |
Entity Central Index Key | 0001661600 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-208814 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-2847446 | |
Entity Address, Address Line One | #3 Bethesda Metro Center | |
Entity Address, Address Line Two | #700 | |
Entity Address, City or Town | Bethesda | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 06880 | |
City Area Code | 800 | |
Local Phone Number | 608-6432 | |
Entity Interactive Data Current | No |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 142 | $ 866 |
Restricted cash | 11 | 20 |
Other current assets | 107 | 77 |
Total current assets | 260 | 963 |
NON-CURRENT ASSETS | ||
Right-of-use asset | 38 | 46 |
Property and equipment, net | 214 | 6 |
Total non-current assets | 252 | 52 |
Total assets | 512 | 1,015 |
CURRENT LIABILITIES | ||
Accounts payables | 46 | 12 |
Other current liabilities | 76 | 110 |
Convertible loans (Note 3) | 1,675 | 2,994 |
Fair value of convertible component in convertible loans (Note 3) | 1,170 | 222 |
Short term lease liability | 16 | 20 |
Total current liabilities | 2,983 | 3,358 |
LONG-TERM LIABILITIES | ||
Long term lease liability | 22 | 29 |
Total Liabilities | 3,005 | 3,387 |
SHAREHOLDER’S DEFICIT (Note 5) | ||
Ordinary shares of $0.0001 par value Authorized: 500,000,000 shares at June 30, 2022 and December 31, 2021; Issued and Outstanding: 4,194,385 and 4,194,385 shares at June 30, 2022 and December 31, 2021, respectively | 4 | 4 |
Additional Paid in capital | 18,720 | 18,595 |
Accumulated deficit | (21,241) | (21,077) |
Total shareholders’ deficit | (2,517) | (2,478) |
Non-controlling interests | 24 | 106 |
Total shareholders’ deficit | (2,493) | (2,372) |
Total liabilities and shareholders’ deficit | $ 512 | $ 1,015 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares issued | 4,194,385 | 4,194,385 |
Ordinary shares, shares outstanding | 4,194,385 | 4,194,385 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ (211) | $ (142) | $ (276) | $ (318) |
Selling and marketing | (13) | (81) | ||
General and administrative | (209) | (165) | (301) | (705) |
Operating loss | (420) | (320) | (577) | (1,104) |
Financial income (expenses), net | (260) | 205 | 318 | (1,242) |
Net loss | (680) | (115) | (259) | (2,346) |
Non-controlling interests | 68 | 53 | 95 | 87 |
Net loss attributable to equity holders of the Company | $ (612) | $ (62) | $ (164) | $ (2,259) |
Basic and diluted net loss per share (in Dollars per share) | $ (0.15) | $ (0.02) | $ (0.04) | $ (0.7) |
Weighted average number of Ordinary shares used in computing basic and diluted loss per share (in Shares) | 4,194,385 | 3,257,618 | 4,194,385 | 3,220,222 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Basic and diluted net loss per share (in Dollars per share) | $ (0.15) | $ (0.02) | $ (0.04) | $ (0.70) |
Weighted average number of Ordinary shares used in computing basic and diluted loss per share (in Shares) | 4,194,385 | 3,257,618 | 4,194,385 | 3,220,222 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders’ Deficit - USD ($) $ in Thousands | Ordinary shares | Additional Paid in capital | Accumulated Deficit | Total Shareholders' Deficiency | Non- controlling interests | Total |
Balance at Dec. 31, 2020 | $ 3 | $ 15,409 | $ (17,458) | $ (2,046) | $ (2,046) | |
Balance (in Shares) at Dec. 31, 2020 | 3,167,560 | |||||
Transactions with non-controlling interests | 1,122 | 1,122 | 284 | 1,406 | ||
Share Based Compensation to employees and non-employees | 27 | 27 | 27 | |||
Beneficial conversion feature related to convertible loans | 530 | 530 | 530 | |||
Exercise of warrants | 39 | 39 | 39 | |||
Issuance of shares in respect of RSU’s | 334 | 334 | 334 | |||
Issuance of shares in respect of RSU’s (in Shares) | 63,025 | |||||
Net income (loss) | (2,197) | (2,197) | (34) | (2,231) | ||
Balance at Mar. 31, 2021 | $ 3 | 17,461 | (19,655) | (2,191) | 250 | (1,941) |
Balance (in Shares) at Mar. 31, 2021 | 3,230,585 | |||||
Balance at Dec. 31, 2020 | $ 3 | 15,409 | (17,458) | (2,046) | (2,046) | |
Balance (in Shares) at Dec. 31, 2020 | 3,167,560 | |||||
Net income (loss) | (2,346) | |||||
Balance at Jun. 30, 2021 | $ 4 | 17,737 | (19,717) | (1,976) | 197 | (1,779) |
Balance (in Shares) at Jun. 30, 2021 | 3,500,585 | |||||
Balance at Mar. 31, 2021 | $ 3 | 17,461 | (19,655) | (2,191) | 250 | (1,941) |
Balance (in Shares) at Mar. 31, 2021 | 3,230,585 | |||||
Share Based Compensation to employees and non-employees | 17 | 17 | 17 | |||
Beneficial conversion feature related to convertible loans | $ 1 | 259 | 260 | 260 | ||
Beneficial conversion feature related to convertible loans (in Shares) | 260,000 | |||||
Issuance of shares in respect of RSU’s | ||||||
Issuance of shares in respect of RSU’s (in Shares) | 10,000 | |||||
Net income (loss) | (62) | (62) | (53) | (115) | ||
Balance at Jun. 30, 2021 | $ 4 | 17,737 | (19,717) | (1,976) | 197 | (1,779) |
Balance (in Shares) at Jun. 30, 2021 | 3,500,585 | |||||
Balance at Dec. 31, 2021 | $ 4 | 18,595 | (21,077) | (2,478) | 106 | (2,372) |
Balance (in Shares) at Dec. 31, 2021 | 4,194,385 | |||||
Share based compensation to non-controlling parties | 117 | 117 | 30 | 147 | ||
Share Based Compensation to employees and non-employees | 40 | 40 | 40 | |||
Cancellation of share options in subsidiary | (168) | (168) | (43) | (211) | ||
Net income (loss) | 448 | 448 | (27) | 421 | ||
Balance at Mar. 31, 2022 | $ 4 | 18,584 | (20,629) | (2,041) | 66 | (1,975) |
Balance (in Shares) at Mar. 31, 2022 | 4,194,385 | |||||
Balance at Dec. 31, 2021 | $ 4 | 18,595 | (21,077) | (2,478) | 106 | (2,372) |
Balance (in Shares) at Dec. 31, 2021 | 4,194,385 | |||||
Net income (loss) | (259) | |||||
Balance at Jun. 30, 2022 | $ 4 | 18,720 | (21,241) | (2,517) | 24 | (2,493) |
Balance (in Shares) at Jun. 30, 2022 | 4,194,385 | |||||
Balance at Mar. 31, 2022 | $ 4 | 18,584 | (20,629) | (2,041) | 66 | (1,975) |
Balance (in Shares) at Mar. 31, 2022 | 4,194,385 | |||||
Share based compensation to non-controlling parties | 101 | 101 | 26 | 127 | ||
Share Based Compensation to employees and non-employees | 35 | 35 | 35 | |||
Net income (loss) | (612) | (612) | (68) | (680) | ||
Balance at Jun. 30, 2022 | $ 4 | $ 18,720 | $ (21,241) | $ (2,517) | $ 24 | $ (2,493) |
Balance (in Shares) at Jun. 30, 2022 | 4,194,385 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (259) | $ (2,346) |
Adjustments to reconcile loss to net cash used in operating activities: | ||
Depreciation and amortization | 27 | 1 |
Share based compensation expenses to employees and non-employees | 110 | 378 |
Financial expenses related to convertible loans and warrants | (1,290) | 121 |
Change in fair value of convertible component in convertible loans | 948 | 1,142 |
Changes in assets and liabilities: | ||
Decrease in other accounts receivable | (30) | (140) |
Increase in trade payables | 34 | 22 |
Decrease in other current liabilities | (34) | (96) |
Net cash used in operating activities | (494) | (918) |
Cash flows from investing activities: | ||
Decrease (Increase) in restricted cash | 9 | (19) |
Purchase of property and equipment | (199) | (12) |
Net cash used in investing activities | (190) | (31) |
Cash flows from financing activities: | ||
Proceeds from convertible loans | 50 | 530 |
Lease payments | (15) | |
Repayment of convertible loans | (75) | (74) |
Proceeds from issuance of shares to minority interests in subsidiary | 1,406 | |
Net cash provided (used) by financing activities | (40) | 1,862 |
Increase (decrease) in cash and cash equivalents and restricted cash | (724) | 913 |
Cash and cash equivalents and restricted cash at the beginning of the year | 866 | 411 |
Cash and cash equivalents at the end of the period | 142 | 1,324 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 75 | |
Conversion of convertible loans | 260 | |
Purchase of fixed assets by issuance of share capital | $ 28 |
General
General | 6 Months Ended |
Jun. 30, 2022 | |
General [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. Sativus Tech Corp. (the “Company”), was formed on January 16, 2015 under the laws of the State of Delaware. Prior to September 14 th On July 19, 2020, the Company formed a new wholly-owned subsidiary in Israel, Hachevra Legiduley Pkaot Beisrael Ltd. (the “New Subsidiary”), to develop a fully automated and remotely managed system for growing saffron and other vegetables. On November 5, 2020, the New Subsidiary changed its name to Saffron-Tech Ltd. (“Saffron Tech”). The Company, through Saffron Tech, is focusing on its in-house research and development of agriculture technology products, among others, in the fields of exotic plants and mushrooms. Saffron Tech plans to roll out its proof of concept in the coming months. This technology will provide turnkey automated growing containers for high-quality, high-yield saffron all year round. The Company is in advanced stages of developing and testing a fully automated and remotely managed system for growing high-quality, high-yield saffron anywhere and anytime. The Company’s proof of concept utilizes the “Grow Next to Consumer” policy and is therefore sustainable and fit the COVID-19 restrictions on transport. It is also environmentally friendly, using economic levels of water, space, fertilizer, and energy. Accounting to the Company’s calculations, we believe that the controlled indoor growing area will produce ten times more yield compared to the same land area using traditional methods. The sealed environment eliminates the need for harmful pesticides and herbicides, producing a clean and safe product that is easy to control from anywhere. The Company’s solution is easily scalable and pre-designed to quickly grow operations. Saffron is used in many industries, such as the food industry, particularly by famous chefs and Michelin starred restaurants, the natural cosmetics industry and the natural medicine industry and as a dye in the textile industry. Medicinal claims as an anti-depressant, antioxidant, and antiseptic are constantly increasing. On December 9, 2021, we implemented a 1-for-10 consolidation, or reverse split, of our issued and outstanding common shares. Except where otherwise indicated, all share and per share data in these financial statements have been retroactively restated to reflect the reverse stock split. b. The Company has an accumulated deficit in the total amount of $21,280 as of June 30, 2022, the Company has negative operating cash flow in the total amount of $467 for the six months ended June 30, 2022, further losses are anticipated in the development of its business. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months with existing cash on hand, reducing operating spend, and future issuances of equity and debt securities, or through a combination of the foregoing. However, the Company will need to seek additional sources of financing if the Company requires more funds than anticipated during the next 12 months or in later periods. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. The consolidated financial statements for the six and three months ended June 30, 2022, do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. c. The COVID-19 pandemic, which originated in China in late 2019, has since spread across the globe and affected the economic condition of most, if not all, countries, including the United States, Israel and many countries in Europe. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. While COVID-19 is still spreading and the final implications of the pandemic are difficult to estimate at this stage, it is clear that it has affected the lives of a large portion of the global population. As of March 31, 2022, the pandemic has caused repeated states of emergency to be declared in various countries, ongoing and extended travel restrictions have been imposed for several months, strict quarantines rules have been established and maintained for an extended period of time in a plethora of jurisdictions and various institutions and companies have been closed and rendered bankrupt. The Company is actively monitoring the pandemic and is taking any necessary measures to respond to the situation in cooperation with the various stakeholders. Due to the uncertainty surrounding the COVID-19 pandemic, the Company will continue to assess the situation, including government-imposed restrictions, market by market. It is not possible at this time to estimate the full impact that the COVID-19 pandemic could have on the Company’s business, the continued spread of COVID-19, and any additional measures taken by governments, health officials or by the Company in response to such spread, could have on the Company’s business, results of operations and financial condition. The COVID-19 pandemic and mitigation measures have also negatively impacted global economic conditions, which, in turn, could adversely affect the Company’s business, results of operations and financial condition. The extent to which the COVID-19 outbreak continues to impact the Company’s financial condition will depend on future developments that are highly uncertain and cannot be predicted, including new government actions or restrictions, new information that may emerge concerning the severity, longevity and impact of the COVID-19 pandemic on economic activity. |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Financial Statements | 6 Months Ended |
Jun. 30, 2022 | |
Significant Accounting Policies [Abstract] | |
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 2:- UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Basis of Presentation and Principles of Consolidation: The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) All intercompany accounts and transactions have been eliminated in consolidation. Unaudited Interim Financial Information The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2021 and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 31, 2022 (the “2021 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the six and three months ended June 30, 2022 are not necessarily indicative of the results for the year ending December 31, 2022, or for any future period. As of June 30, 2022, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2021 Annual Report. Fair value of financial instruments ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 — Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying amounts of cash and cash equivalents, short term deposits, trade receivables, trade payables and short-term loan approximate their fair value due to the short-term maturity of such instruments. The Company elected to measure some of the convertible loans under the fair value option. Under the fair value option the convertible loans will be measured at fair value in each reporting period until they will be converted, with changes in the fair values being recognized in the Company’s consolidated statement of operations as financial income or expense. The proceeds received for the issuance of the convertible loans were allocated at fair value conducted on an arm’s-length basis. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of June 30, 2022 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 1,170 $ 1,170 Total liabilities $ - $ - $ 1,170 $ 1,170 Balance as of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 222 $ 222 Total liabilities $ - $ - $ 222 $ 222 |
Convertible Loans
Convertible Loans | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Loans [Abstract] | |
CONVERTIBLE LOANS | NOTE 3:- CONVERTIBLE LOANS a. On February 21, 2019, the Company received a convertible loan from third party (“February 2019 Lender”), with a two-year term, in the principal amount of $550 which bears 10% annual interest rate (“February 2019 Loan”). The Company at its option shall have the right to redeem, in part or in whole, outstanding principal amount and interest under this loan agreement prior to the maturity date. The Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding principal amount being redeemed plus outstanding and accrued interest. The February 2019 Lender shall be entitled to convert at its option any portion of the outstanding and unpaid principal or accrued interest into fully paid and nonassessable of shares of common stock, at the lower of the fixed conversion price then in effect or the market conversion price. The number of shares of common stock issuable upon conversion of any conversion amount shall be determined by dividing (x) such conversion amount by (y) the fixed conversion price of $20.00 or (z) 80% of the lowest the volume-weighted average price of the Company’s shares of common stock during the 10 trading days immediately preceding the conversion date. As of December 31, 2021, the Company has defaulted on the February 2019 Loan and the February 2019 Loan was presented in fair value in the financial statements for the year ended December 31, 2021. On January 18, 2022, the Company paid accrued interest of the February 2019 Loan in the amount of $20. In concurrence with the payment of accrued interest, the February 2019 Loan was extended to August 31, 2022. In the event that the Company completes a capital raise of at least $500 during the period through to August 31, 2022, the February 2019 Loan will be extended to December 31, 2022. Conversion feature In accordance with ASC 815-15-25 the conversion feature was considered an embedded derivative instrument, and is to be recorded at its fair value separately from the convertible notes, within current liabilities in the Company’s balance sheet. The conversion component is then marked to market at each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the conversion feature (hereafter “Convertible Component”) in the amount of $279 ($264 at March 31, 2022) was estimated using the Monte Carlo Simulation Model to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model below: March 31, June 30, Share price $ 0.80 $ 0.55 Dividend yield 0 0 % Risk-free interest rate 1.35 % 2.51 % Expected term (in years) 0.75 0.50 Volatility 164.65 % 175.75 % The February 2019 Loan is included in the convertible loans in current liabilities as of June 30, 2022, in the amount of $185, and $506 as of December 31, 2021. During the six months ended June 30, 2022, the Company recorded financial income related to February 2019 Loan in the amount of $301, and interest and financial expenses in the amount of $38 in the six months ended June 30, 2021. b. On October 15, 2019, the Company received a convertible loan from a third party (“October 2019 Lender”) in the principal amount of $1,100 that bears an annual 10% interest rate (“October 2019 Loan”). The October 2019 Loan has a two year term. Prior to the maturity date of the October 2019 Loan, the Company, at its option, has the right to redeem, in cash, in part or in whole, the amounts outstanding provided that as of the date of the redemption notice (i) the volume-weighted average price of the Company’s ordinary shares is less than $12.50 and (ii) there is no equity condition failures as defined therein. In the event that the Company wishes to redeem any amount under the convertible loan, the Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding amount being redeemed in addition to outstanding and accrued interest. The October 2019 Lender shall be entitled to convert the principal loan and the outstanding interest (the “Conversion Amount”) into such number of ordinary shares determined by dividing (x) such Conversion Amount by (y) the fixed conversion price of $12.50 or (z) 80% of the lowest the volume-weighted average price of the Company’s ordinary shares during the 10 trading days immediately preceding the conversion date. As of December 31, 2021, the Company has defaulted on the October 2019 Loan and the October 2019 Loan is presented in fair value in the financial statements for the year ended December 31, 2021.On January 18, 2022, the Company paid accrued interest of the October 2019 Loan in the amount of $55. In concurrence with the payment of accrued interest, the October 2019 Loan was extended to August 31, 2022. In the event that the Company completes a capital raise of at least $500 during the period through to August 31, 2022, the October 2019 Loan will be extended to December 31, 2022. Conversion feature In accordance with ASC 815-15-25 the conversion feature was considered an embedded derivative instrument, and is to be recorded at its fair value separately from the convertible notes, within current liabilities in the Company’s balance sheet. The conversion component is then marked to market at each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the conversion feature (hereafter “Convertible Component”) in the amount of $698 ($725 at March 31, 2022) was estimated using the Monte Carlo Simulation Model to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model below: The Company estimated the fair value of BCF using the Monte Carlo option pricing model using the following weighted average assumptions: March 31, June 30, Share price $ 0.80 $ 0.55 Dividend yield 0 0 % Risk-free interest rate 1.35 % 2.51 % Expected term (in years) 0.75 0.50 Volatility 164.65 % 175.75 % The October 2019 Loan is included in the convertible loans in current liabilities as of June 30, 2022, in the amount of $987, and $2,142 as of December 31, 2021. During the six months ended June 30, 2022, the Company recorded financial income related to October 2019 Loan in the amount of $1,101, and interest and financial expenses in the amount of $324 in the six months ended June 30, 2021. c. On August 7, 2020, the Company received a convertible loan from a third party (“August 2020 Lender”) in the amount of $200 (the “August 2020 Loan”). Per the terms of the Agreements, the August 2020 Loan has a maturity date of August 7, 2022 (“Maturity Date”) and accrues annual interest at a rate of 10%. The August 2020 Loan is convertible by the August 2020 Lender into Shares, at their discretion, at the lower of a fixed price of $1.02 (the “Fixed Conversion Price”) or 80% of the lowest volume weighted average price (“VWAP”) of the Company’s common stock during the 10 trading days immediately preceding the conversion date (the “Market Conversion Price”). The Company also granted the August 2020 Investor warrants to purchase 50,000 shares of common stock of the Company at an exercise price of $2.00 per share, such exercise price is subject to any future price-based anti-dilution adjustments. Accordance with ASU 2017-11 the warrants were classified in shareholders equity. The fair value of the warrants granted was $35 using the Black-Scholes-Merton option pricing model. The fair value of the conversion feature (hereafter “Convertible Component”) in the amount of $128 was estimated using the Monte Carlo Simulation Model to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model below: December 31, June 30, Share price $ 0.65 $ 0.55 Dividend yield 0 0 % Risk-free interest rate 0.23 % 1.28 % Expected term (in years) 0.58 0.11 Volatility 145.70 % 175.75 % The August 2020 Loan is included in the convertible loans in short term liabilities as of June 30, 2022, in the amount of $229, and $168 as of December 31, 2021. During the six months ended June 30, 2022, the Company recorded interest and financial expenses related to the August 2020 Loan in the amount of $44, and during the six months ended June 30, 2021, the Company recorded interest and financial income related to the August 2020 Loan in the amount of $73. d. On July 31, 2020, the Company received a convertible loan from Mr. Shmuel Yannay (a third party at that time, and a director of the Company as of October 28, 2021) in the amount of $100 (“Director Loan”). The loan has a maturity date of July 31, 2022 (“Maturity Date”) and accrues annual interest at a rate of 10% The Director Loan is convertible into Shares, at his discretion, at the lower of a fixed price of $1.02 (the “Fixed Conversion Price”) or 80% of the lowest volume weighted average price (“VWAP”) of the Company’s common stock during the 10 trading days immediately preceding the conversion date (the “Market Conversion Price”). The Company also granted the Mr. Yannay warrants to purchase 25,000 shares of common stock of the Company at an exercise price of $2.00 per share, such exercise price is subject to any future price-based anti-dilution adjustments. Accordance with ASU 2017-11 the warrants were classified in shareholders equity. The fair value of the warrants granted was $18 using the Black-Scholes-Merton option pricing model. The fair value of the conversion feature (hereafter “Convertible Component”) an amount of $64 was estimated using the Monte Carlo Simulation Model to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model below: December 31, June 30, Share price $ 0.65 $ 0.55 Dividend yield 0 0 % Risk-free interest rate 0.23 % 1.28 % Expected term (in years) 0.58 0.11 Volatility 145.70 % 175.55 % The Director Loan is included in the convertible loans in short term liabilities as of June 30, 2022, in the amount of $115, and $85 as of December 31, 2021. During the six months ended June 30, 2022, the Company recorded interest and financial expenses related to the Director Loan in the amount of $18, and during the six months ended June 30 ,2021, the Company recorded interest and financial income related to the Director Loan in the amount of $27. e. On June 13, 2022, Saffron Tech entered into a Simple Agreement for Future Equity (“June 2022 SAFE”) agreement with a third party (“June 2022 Investor”) for gross proceeds of $50 (“SAFE 2022 Investment Amount”). The June 2022 SAFE shall be converted into Shares, following a financing event of at least $2,000 (“Equity Event”). The number of Shares to be issued shall be calculated as the amount being converted divided by the conversion price (“Conversion Price”). The Conversion Price is calculated as the SAFE Price or the Discount Price (both defined below), which gives the June 2022 Investor the greatest number of Shares. The SAFE Price is the Valuation Cap ($5,000) divided by the Company Capitalization, being the total all the share capital of the company and all the Shares available for issuance under the Company’s investitive plan, immediately prior to the Equity Event. Discount Price is the number of shares multiplied by the Discount Rate (80%). In the event of a liquidity event, the Company will issue Shares equal to the June 2022 SAFE Investment Amount divided by the liquidity price, as defined in the June 2022 SAFE Agreement. If there is a dissolution event, the Company will pay the investor an amount equal to the purchase amount, without any interest. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 4:- RELATED PARTIES a. During the six months ended June 30, 2022 and 2021, the Company paid compensation expenses to related parties (CEO, CFO and directors) in the amount of $126 and $116, respectively. b. Amounts owing to related parties (CEO, CFO and directors) as of June 30, 2022, and December 31, 2021 were $18 and $22, respectively. c. On January 5, 2022, Saffron Tech granted 220,000 share options to directors and officers of the Company. All options are exercisable at approximately $1.29 per share (NIS 4.00). The options vest on a quarterly basis over a period between two and three years and expire on January 4, 2032. The fair value of the options at the date of grant was estimated at $281 using the Black-Scholes option pricing model, using the following assumptions: Share price: NIS 3.96; Expected option life in years: 10; Volatility: 223%; Risk-free interest rate: 1.71%; Dividend yield: 0%. During the six months ended June 30, 2022, the Company recorded share-based expenses in respect of the share options in the amount of $207. d. On January 5, 2022, Saffron Tech, following the resignation of two directors certain share options in Saffron Tech that were granted to the two former directors were cancelled. During the six months ended June 30, 2022, the Company recorded income in the amount of $211 in respect of cancelled share options in Saffron Tech. |
Shareholders' Deficiency
Shareholders' Deficiency | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ DEFICIENCY | NOTE 5:- SHAREHOLDERS’ DEFICIENCY a. Warrants A summary of warrant activity during the six months period ended June 30, 2022, and year ended December 31, 2021 is as follows: Number Average Warrants outstanding at January 1, 2021 213,083 $ 0.81 Granted 99,000 0.15 Exercised - - Forfeited/Cancelled (66,000 ) 0.15 Forfeited/Cancelled (47,333 ) 1.94 Warrants outstanding at December 31, 2021 198,750 $ 0.54 Expired (13,750 ) 2.00 Exercised - - Forfeited/Cancelled - - Warrants outstanding at June 30, 2022 185,000 0.43 The following warrants and are outstanding as of December 31, 2021: Issuance date Warrants Exercise Warrants Expiry date February 21, 2019 13,750 $ 20.00 13,750 February 21, 2022 October 15, 2019 44,000 $ 12.50 44,000 October 15, 2024 August 7, 2020 50,000 $ 2.00 50,000 August 7, 2025 August 11, 2020 25,000 $ 2.00 25,000 August 11, 2025 December 31, 2021 66,000 $ 1.50 66,000 December 31, 2022 198,750 198,750 The following warrants and are outstanding as of June 30, 2022: Issuance date Warrants Exercise Warrants Expiry date October 15, 2019 44,000 $ 12.50 44,000 October 15, 2024 August 7, 2020 50,000 $ 2.00 50,000 August 7, 2025 August 11, 2020 25,000 $ 2.00 25,000 August 11, 2025 December 31, 2021 66,000 $ 1.50 66,000 December 31, 2022 185,000 185,000 b. Share option plans: On April 1, 2019, the Company’s board of directors adopted the Seedo Corp. 2018 Share Options Plan (the “2018 Plan”). Awards granted under the 2018 Plan are subject to vesting schedules and unless determined otherwise by the administrator of the 2018 Plan, generally vest following a period of four years from the applicable vesting commencement date, such that the awards vest in four annual equal installments and/or generally vest following a period of one year from the applicable vesting commencement date, such that the awards vest in four quarterly equal installments. Subject to the discretion of the 2018 Plan administrator, if an award has not been exercised within seven years after the date of the grant, the award expires. (i) A summary of employee share options activity during the six-month period ended June 30, 2022 and for the year ended December 31, 2021 is as follows: Number Average Options outstanding at January 1, 2021 166,000 $ 1.10 Granted 120,000 0.01 Exercised (90,000 ) 1.10 Forfeited (1,000 ) 3.00 Options outstanding at December 31, 2021 195,000 $ 0.63 Granted - - Exercised - - Forfeited - - Options outstanding at June 30, 2022 195,000 $ 0.63 Options exercisable at June 30, 2022 166,250 $ 0.72 The following options are outstanding as of June 30, 2022: Issuance date Options Exercise Options Expiry date September 1, 2020 15,000 $ 0.70 8,750 September 1, 2025 October 13, 2020 50,000 $ 1.00 50,000 October 12, 2023 November 3, 2020 25,000 $ 1.00 25,000 October 25, 2025 November 3, 2020 25,000 $ 1.50 25,000 October 25, 2025 December 14, 2021 80,000 $ 0.01 57,500 December 14, 2026 195,000 166,250 c. Restricted Share Units: RSUs under the 2018 Plan may be granted upon such terms and conditions, no monetary payment (other than payments made for applicable taxes) shall be required as a condition of receiving the Company’s shares pursuant to a grant of RSUs, and unless determined otherwise by the Company, the aggregate nominal value of such RSUs shall not be paid and the Company shall capitalize applicable profits or take any other action to ensure that it meets any requirement of applicable laws regarding issuance of shares for consideration that is lower than the nominal value of such shares. If, however, the Company’s board of directors determines that the nominal value of the shares shall not be waived and shall be paid by the grantees, then it shall determine procedures for payment of such nominal value by the grantees or for collection of such amount from the grantees by the Company. Shares issued pursuant to any RSUs units may (but need not) be made subject to exercise conditions, as shall be established by the Company and set forth in the applicable notice of grant evidencing such award. During any restriction period in which shares acquired pursuant to an award of RSUs remain subject to exercise conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of unless otherwise provided in the 2018 Plan. Upon request by the Company, each grantee shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares hereunder and the Company may place appropriate legends evidencing any such transfer restrictions on the relevant share certificates. A summary of RSU activity during the six months ended June 30, 2022, and the year ended December 31, 2021 is as follows: Number RSU outstanding at January 1, 2021 49,025 Granted 227,500 Exercised (80,525 ) Forfeited - RSU outstanding at December 31, 2021 196,000 Granted - Exercised - Forfeited - RSU’s outstanding at June 30, 2022 196,000 |
Financial Income (Expenses)
Financial Income (Expenses) | 6 Months Ended |
Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | |
FINANCIAL INCOME (EXPENSES) | NOTE 6:- FINANCIAL INCOME (EXPENSES) Three months ended Six months ended June 30, June 30, June 30, June 30, Financial income (expenses) related to interest and revaluation of convertible component in convertible loans $ (250 ) $ 176 $ 346 $ (1,210 ) Financial expenses related to warrants - - - (39 ) Foreign currency transactions and other (10 ) 29 (28 ) 7 (260 ) 205 318 (1,242 ) |
Liens, Commitments
Liens, Commitments | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
LIENS, COMMITMENTS | NOTE 7:- LIENS, COMMITMENTS Saffron leases its facility on a lease that expires on September 11, 2024. Lease payments are approximately $2 per month ($23 annually). Saffron Tech is committed to pay royalties to the IIA on the proceeds from sales of products resulting from research and development projects in which the IIA participates by way of grants. In the first 3 years of sales the Company shall pay 3% of the sales of the product which was developed under IIA research and development projects. In the fourth, fifth and sixth years of sales, the Company shall pay 4% of such sales and from the seventh year onwards the Company shall pay 5% of up to 100% of the amount of grants received plus interest at LIBOR. Saffron Tech was entitled to the grants only upon incurring research and development expenditures. There were no future performance obligations related to the grants received from the IIA. As of June 30, 2022, the contingent liabilities with respect to grants received from the IIA, subject to repayment under these royalty agreements on future sales is $ Nil |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8:- SUBSEQUENT EVENTS a. During July 2022, Saffron Tech received a total of $100 in respect of the issuance of 76,890 shares to third party investors at price of NIS 4.5 per share (approximate $1.36 per share). The investors also received an option to convert the shares of Saffron Tech into shares of the Company. The option expires on January 1, 2023. b. During July and August 2022, Saffron Tech received a total of NIS 255 thousand in respect a crowd funding round through the Israeli crowd funding platform – Pipelbiz. Assuming the maximum amount (NIS 4.1 million) is raised, the Company will own approximately 70% of Saffron Tech. |
Unaudited Interim Condensed C_2
Unaudited Interim Condensed Consolidated Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of fair value on a recurring basis by level within the fair value hierarchy | Balance as of June 30, 2022 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 1,170 $ 1,170 Total liabilities $ - $ - $ 1,170 $ 1,170 Balance as of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 222 $ 222 Total liabilities $ - $ - $ 222 $ 222 |
Convertible Loans (Tables)
Convertible Loans (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Loans [Abstract] | |
Schedule of fair value of the warrants granted | March 31, June 30, Share price $ 0.80 $ 0.55 Dividend yield 0 0 % Risk-free interest rate 1.35 % 2.51 % Expected term (in years) 0.75 0.50 Volatility 164.65 % 175.75 % March 31, June 30, Share price $ 0.80 $ 0.55 Dividend yield 0 0 % Risk-free interest rate 1.35 % 2.51 % Expected term (in years) 0.75 0.50 Volatility 164.65 % 175.75 % December 31, June 30, Share price $ 0.65 $ 0.55 Dividend yield 0 0 % Risk-free interest rate 0.23 % 1.28 % Expected term (in years) 0.58 0.11 Volatility 145.70 % 175.75 % December 31, June 30, Share price $ 0.65 $ 0.55 Dividend yield 0 0 % Risk-free interest rate 0.23 % 1.28 % Expected term (in years) 0.58 0.11 Volatility 145.70 % 175.55 % |
Shareholders' Deficiency (Table
Shareholders' Deficiency (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant activity | Number Average Warrants outstanding at January 1, 2021 213,083 $ 0.81 Granted 99,000 0.15 Exercised - - Forfeited/Cancelled (66,000 ) 0.15 Forfeited/Cancelled (47,333 ) 1.94 Warrants outstanding at December 31, 2021 198,750 $ 0.54 Expired (13,750 ) 2.00 Exercised - - Forfeited/Cancelled - - Warrants outstanding at June 30, 2022 185,000 0.43 |
Schedule of warrants are outstanding | Issuance date Warrants Exercise Warrants Expiry date February 21, 2019 13,750 $ 20.00 13,750 February 21, 2022 October 15, 2019 44,000 $ 12.50 44,000 October 15, 2024 August 7, 2020 50,000 $ 2.00 50,000 August 7, 2025 August 11, 2020 25,000 $ 2.00 25,000 August 11, 2025 December 31, 2021 66,000 $ 1.50 66,000 December 31, 2022 198,750 198,750 Issuance date Warrants Exercise Warrants Expiry date October 15, 2019 44,000 $ 12.50 44,000 October 15, 2024 August 7, 2020 50,000 $ 2.00 50,000 August 7, 2025 August 11, 2020 25,000 $ 2.00 25,000 August 11, 2025 December 31, 2021 66,000 $ 1.50 66,000 December 31, 2022 185,000 185,000 |
Schedule of employee share options activity | Number Average Options outstanding at January 1, 2021 166,000 $ 1.10 Granted 120,000 0.01 Exercised (90,000 ) 1.10 Forfeited (1,000 ) 3.00 Options outstanding at December 31, 2021 195,000 $ 0.63 Granted - - Exercised - - Forfeited - - Options outstanding at June 30, 2022 195,000 $ 0.63 Options exercisable at June 30, 2022 166,250 $ 0.72 |
Schedule of options are outstanding | Issuance date Options Exercise Options Expiry date September 1, 2020 15,000 $ 0.70 8,750 September 1, 2025 October 13, 2020 50,000 $ 1.00 50,000 October 12, 2023 November 3, 2020 25,000 $ 1.00 25,000 October 25, 2025 November 3, 2020 25,000 $ 1.50 25,000 October 25, 2025 December 14, 2021 80,000 $ 0.01 57,500 December 14, 2026 195,000 166,250 |
Schedule of RSU activity | Number RSU outstanding at January 1, 2021 49,025 Granted 227,500 Exercised (80,525 ) Forfeited - RSU outstanding at December 31, 2021 196,000 Granted - Exercised - Forfeited - RSU’s outstanding at June 30, 2022 196,000 |
Financial Income (Expenses) (Ta
Financial Income (Expenses) (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of financial income (expenses) | Three months ended Six months ended June 30, June 30, June 30, June 30, Financial income (expenses) related to interest and revaluation of convertible component in convertible loans $ (250 ) $ 176 $ 346 $ (1,210 ) Financial expenses related to warrants - - - (39 ) Foreign currency transactions and other (10 ) 29 (28 ) 7 (260 ) 205 318 (1,242 ) |
General (Details)
General (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
General [Abstract] | |
Accumulated deficit | $ 21,280 |
Operating cash flow | $ 467 |
Unaudited Interim Condensed C_3
Unaudited Interim Condensed Consolidated Financial Statements (Details) - Schedule of fair value on a recurring basis by level within the fair value hierarchy - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | $ 1,170 | $ 222 |
Total liabilities | 1,170 | 222 |
Level 1 [Member] | ||
Liabilities: | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | ||
Total liabilities | ||
Level 2 [Member] | ||
Liabilities: | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | ||
Total liabilities | ||
Level 3 [Member] | ||
Liabilities: | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | 1,170 | 222 |
Total liabilities | $ 1,170 | $ 222 |
Convertible Loans (Details)
Convertible Loans (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jun. 13, 2022 | Aug. 07, 2020 | Oct. 15, 2019 | Jun. 30, 2022 | Jan. 18, 2022 | Aug. 31, 2020 | Feb. 21, 2019 | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | Jul. 31, 2020 | Oct. 31, 2019 | |
Convertible Loans (Details) [Line Items] | |||||||||||||
Percentage of redemption premium | 20% | ||||||||||||
Capital raise | $ 500 | $ 500 | |||||||||||
Fair value of conversion feature amount | $ 128 | $ 128 | |||||||||||
Maturity date | Sep. 11, 2024 | ||||||||||||
Fair value of warrants granted (in Dollars per share) | $ 18 | ||||||||||||
Gross proceeds | $ 50 | ||||||||||||
Financing event | 2,000 | ||||||||||||
Valuation cap | $ 5,000 | $ 5,000 | |||||||||||
Lessee, Finance Lease, Discount Rate | 80% | 80% | |||||||||||
Warrant [Member] | |||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||
Debt converted share (in Shares) | 25,000 | ||||||||||||
Exercise price (in Dollars per share) | $ 2 | $ 2 | |||||||||||
VWAP [Member] | |||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||
Lowest the volume-weighted average price | 80% | 80% | |||||||||||
Convertible Debt [Member] | |||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||
Convertible loan, description | the Company received a convertible loan from a third party (“October 2019 Lender”) in the principal amount of $1,100 that bears an annual 10% interest rate (“October 2019 Loan”). The October 2019 Loan has a two year term. Prior to the maturity date of the October 2019 Loan, the Company, at its option, has the right to redeem, in cash, in part or in whole, the amounts outstanding provided that as of the date of the redemption notice (i) the volume-weighted average price of the Company’s ordinary shares is less than $12.50 and (ii) there is no equity condition failures as defined therein. In the event that the Company wishes to redeem any amount under the convertible loan, the Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding amount being redeemed in addition to outstanding and accrued interest. | On February 21, 2019, the Company received a convertible loan from third party (“February 2019 Lender”), with a two-year term, in the principal amount of $550 which bears 10% annual interest rate (“February 2019 Loan”). | |||||||||||
February 2019 Lender [Member] | |||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||
Conversion price (in Dollars per share) | $ 20 | $ 20 | |||||||||||
Lowest the volume-weighted average price | 80% | 80% | |||||||||||
February 2019 Loan [Member] | |||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||
Loan amount | 20 | ||||||||||||
Debt interest and financial expenses | $ 301 | $ 301 | $ 38 | ||||||||||
October 2019 Lender [Member] | |||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||
Conversion price (in Dollars per share) | $ 12.5 | ||||||||||||
Lowest the volume-weighted average price | 80% | ||||||||||||
October 2019 Loan [Member] | |||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||
Debt interest and financial expenses | 1,101 | 1,101 | 324 | ||||||||||
Accrued interest | $ 55 | ||||||||||||
Convertible loans | 987 | 2,142 | |||||||||||
August 2020 Loan [Member] | |||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||
Convertible loan, description | On August 7, 2020, the Company received a convertible loan from a third party (“August 2020 Lender”) in the amount of $200 (the “August 2020 Loan”). | ||||||||||||
Debt interest and financial expenses | 44 | $ 44 | 73 | ||||||||||
Maturity date | Aug. 07, 2022 | ||||||||||||
Interest rate | 10% | ||||||||||||
Debentures description | The August 2020 Loan is convertible by the August 2020 Lender into Shares, at their discretion, at the lower of a fixed price of $1.02 (the “Fixed Conversion Price”) or 80% of the lowest volume weighted average price (“VWAP”) of the Company’s common stock during the 10 trading days immediately preceding the conversion date (the “Market Conversion Price”). | ||||||||||||
Investor warrants shares (in Shares) | 50,000 | ||||||||||||
Exercise price (in Dollars per share) | $ 2 | ||||||||||||
Warrants granted | $ 35 | ||||||||||||
August 2020 Lenders [Member] | |||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||
Debt interest and financial expenses | 229 | $ 229 | 168 | ||||||||||
Director Loan [Member] | |||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||
Debt interest and financial expenses | $ 18 | $ 18 | $ 27 | ||||||||||
Maturity date | Jul. 31, 2022 | ||||||||||||
Convertible loan amount | $ 100 | ||||||||||||
Annual interest rate | 10% | ||||||||||||
Fixed Conversion Price [Member] | |||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||
Conversion price (in Dollars per share) | $ 1.02 | $ 1.02 | |||||||||||
Monte Carlo Simulation Model [Member] | |||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||
Fair value of conversion feature amount | $ 64 | $ 64 | $ 725 | ||||||||||
Monte Carlo Simulation Model [Member] | |||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||
Fair value of conversion feature amount | 698 | 698 | |||||||||||
Convertible Debt [Member] | February 2019 Loan [Member] | |||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||
Debt interest and financial expenses | 185 | 185 | 506 | ||||||||||
Convertible Debt [Member] | Director Loan [Member] | |||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||
Debt interest and financial expenses | 115 | 115 | $ 85 | ||||||||||
Convertible Debt [Member] | Monte Carlo Simulation Model [Member] | |||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||
Fair value of conversion feature amount | $ 264 | ||||||||||||
Convertible Debt [Member] | Monte Carlo Simulation Model [Member] | |||||||||||||
Convertible Loans (Details) [Line Items] | |||||||||||||
Fair value of conversion feature amount | $ 279 | $ 279 |
Convertible Loans (Details) - S
Convertible Loans (Details) - Schedule of fair value of the warrants granted - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Monte Carlo Option [Member] | |||
Convertible Loans (Details) - Schedule of fair value of the warrants granted [Line Items] | |||
Share price (in Dollars per share) | $ 0.8 | $ 0.55 | |
Dividend yield | 0% | 0% | |
Risk-free interest rate | 1.35% | 2.51% | |
Expected term (in years) | 9 months | 6 months | |
Volatility | 164.65% | 175.75% | |
BCF and Monte Carlo Option [Member] | |||
Convertible Loans (Details) - Schedule of fair value of the warrants granted [Line Items] | |||
Share price (in Dollars per share) | $ 0.8 | $ 0.55 | |
Dividend yield | 0% | 0% | |
Risk-free interest rate | 1.35% | 2.51% | |
Expected term (in years) | 9 months | 6 months | |
Volatility | 164.65% | 175.75% | |
BCF and Monte Carlo Option [Member] | Warrant [Member] | |||
Convertible Loans (Details) - Schedule of fair value of the warrants granted [Line Items] | |||
Share price (in Dollars per share) | $ 0.55 | $ 0.65 | |
Dividend yield | 0% | 0% | |
Risk-free interest rate | 1.28% | 0.23% | |
Expected term (in years) | 1 month 9 days | 6 months 29 days | |
Volatility | 175.55% | 145.70% | |
Black-Scholes-Merton Option [Member] | |||
Convertible Loans (Details) - Schedule of fair value of the warrants granted [Line Items] | |||
Share price (in Dollars per share) | $ 0.55 | $ 0.65 | |
Dividend yield | 0% | 0% | |
Risk-free interest rate | 1.28% | 0.23% | |
Expected term (in years) | 1 month 9 days | 6 months 29 days | |
Volatility | 175.75% | 145.70% |
Related Parties (Details)
Related Parties (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jan. 05, 2022 $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 ₪ / shares | Jan. 05, 2022 ₪ / shares | |
Related Parties (Details) [Line Items] | ||||||
Compensation expenses paid | $ 126 | $ 116 | ||||
Amounts owing to related parties | $ 18 | $ 22 | ||||
Exercisable per share | (per share) | $ 1.29 | ₪ 3.96 | ₪ 4 | |||
Options vest, description | The options vest on a quarterly basis over a period between two and three years and expire on January 4, 2032. | |||||
Grant of estimated | $ 281 | |||||
Expected option life in years | 10 years | |||||
Volatility percentage | 223% | |||||
Risk-free interest rate percentage | 1.71% | |||||
Dividend yield percentage | 0% | |||||
Share-based expenses | $ 207 | |||||
Amount of cancelled share options | $ 211 | |||||
Directors [Member] | ||||||
Related Parties (Details) [Line Items] | ||||||
Granted shares (in Shares) | shares | 220,000 |
Shareholders' Deficiency (Detai
Shareholders' Deficiency (Details) | 6 Months Ended | |
Apr. 01, 2019 | Jun. 30, 2022 | |
2018 Plan [Member] | ||
Shareholders' Deficiency (Details) [Line Items] | ||
Awards granted, description | Awards granted under the 2018 Plan are subject to vesting schedules and unless determined otherwise by the administrator of the 2018 Plan, generally vest following a period of four years from the applicable vesting commencement date, such that the awards vest in four annual equal installments and/or generally vest following a period of one year from the applicable vesting commencement date, such that the awards vest in four quarterly equal installments. | |
Ordinary Share [Member] | ||
Shareholders' Deficiency (Details) [Line Items] | ||
Common stock voting rights | RSUs under the 2018 Plan may be granted upon such terms and conditions, no monetary payment (other than payments made for applicable taxes) shall be required as a condition of receiving the Company’s shares pursuant to a grant of RSUs, and unless determined otherwise by the Company, the aggregate nominal value of such RSUs shall not be paid and the Company shall capitalize applicable profits or take any other action to ensure that it meets any requirement of applicable laws regarding issuance of shares for consideration that is lower than the nominal value of such shares. |
Shareholders' Deficiency (Det_2
Shareholders' Deficiency (Details) - Schedule of warrant activity - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of warrant activity [Abstract] | ||
Number warrants, outstanding at the beginning of the period | 198,750 | 213,083 |
Average exercise price, beginning of the period | $ 0.54 | $ 0.81 |
Number warrants, Granted | 99,000 | |
Average exercise price, Granted | $ 0.15 | |
Number warrants, Exercised | ||
Average exercise price, Exercised | ||
Number warrants, Forfeited/Cancelled | (66,000) | |
Average exercise price, Forfeited/Cancelled | $ 0.15 | |
Number warrants, Forfeited/Cancelled | (47,333) | |
Average exercise price, Forfeited/Cancelled | $ 1.94 | |
Number warrants, outstanding at ending of the period | 185,000 | 198,750 |
Average exercise price, outstanding at ending of the period | $ 0.43 | $ 0.54 |
Number warrants, Expired | (13,750) | |
Average exercise price, Expired | $ 2 |
Shareholders' Deficiency (Det_3
Shareholders' Deficiency (Details) - Schedule of warrants are outstanding - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 185,000 | 198,750 |
Warrants outstanding and exercisable | 185,000 | 198,750 |
February 21, 2019 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 13,750 | |
Exercise price per warrant (in Dollars per share) | $ 20 | |
Warrants outstanding and exercisable | 13,750 | |
Expiry date | Feb. 21, 2022 | |
October 15, 2019 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 44,000 | 44,000 |
Exercise price per warrant (in Dollars per share) | $ 12.5 | $ 12.5 |
Warrants outstanding and exercisable | 44,000 | 44,000 |
Expiry date | Oct. 15, 2024 | Oct. 15, 2024 |
August 7, 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 50,000 | 50,000 |
Exercise price per warrant (in Dollars per share) | $ 2 | $ 2 |
Warrants outstanding and exercisable | 50,000 | 50,000 |
Expiry date | Aug. 07, 2025 | Aug. 07, 2025 |
August 11, 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 25,000 | 25,000 |
Exercise price per warrant (in Dollars per share) | $ 2 | $ 2 |
Warrants outstanding and exercisable | 25,000 | 25,000 |
Expiry date | Aug. 11, 2025 | Aug. 11, 2025 |
December 31, 2021 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 66,000 | 66,000 |
Exercise price per warrant (in Dollars per share) | $ 1.5 | $ 1.5 |
Warrants outstanding and exercisable | 66,000 | 66,000 |
Expiry date | Dec. 31, 2022 | Dec. 31, 2022 |
Shareholders' Deficiency (Det_4
Shareholders' Deficiency (Details) - Schedule of employee share options activity - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of employee share options activity [Abstract] | ||
Number Options outstanding, Beginning balance | 195,000 | 166,000 |
Average weighted exercise price, Options outstanding Beginning balance | $ 0.63 | $ 1.1 |
Number Options, outstanding Ending balance | 195,000 | 195,000 |
Average weighted exercise price, Options outstanding Ending balance | $ 0.63 | $ 0.63 |
Number Options, exercisable Ending balance | 166,250 | |
Average weighted exercise price, Options exercisable Ending balance | $ 0.72 | |
Number Options, Granted | 120,000 | |
Average weighted exercise price, Granted | $ 0.01 | |
Number Options, Exercised | (90,000) | |
Average weighted exercise price, Exercised | $ 1.1 | |
Number Options, Forfeited | (1,000) | |
Average weighted exercise price, Forfeited | $ 3 |
Shareholders' Deficiency (Det_5
Shareholders' Deficiency (Details) - Schedule of options are outstanding | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Shareholders' Deficiency (Details) - Schedule of options are outstanding [Line Items] | |
Warrants outstanding | 195,000 |
Warrants outstanding and exercisable | 166,250 |
September 1, 2020 [Member] | |
Shareholders' Deficiency (Details) - Schedule of options are outstanding [Line Items] | |
Warrants outstanding | 15,000 |
Exercise price per warrant (in Dollars per share) | $ / shares | $ 0.7 |
Warrants outstanding and exercisable | 8,750 |
Expiry date | Sep. 01, 2025 |
October 13, 2020 [Member] | |
Shareholders' Deficiency (Details) - Schedule of options are outstanding [Line Items] | |
Warrants outstanding | 50,000 |
Exercise price per warrant (in Dollars per share) | $ / shares | $ 1 |
Warrants outstanding and exercisable | 50,000 |
Expiry date | Oct. 12, 2023 |
November 3, 2020 [Member] | |
Shareholders' Deficiency (Details) - Schedule of options are outstanding [Line Items] | |
Warrants outstanding | 25,000 |
Exercise price per warrant (in Dollars per share) | $ / shares | $ 1 |
Warrants outstanding and exercisable | 25,000 |
Expiry date | Oct. 25, 2025 |
November 3, 2021 [Member] | |
Shareholders' Deficiency (Details) - Schedule of options are outstanding [Line Items] | |
Warrants outstanding | 25,000 |
Exercise price per warrant (in Dollars per share) | $ / shares | $ 1.5 |
Warrants outstanding and exercisable | 25,000 |
Expiry date | Oct. 25, 2025 |
December 14, 2021 [Member] | |
Shareholders' Deficiency (Details) - Schedule of options are outstanding [Line Items] | |
Warrants outstanding | 80,000 |
Exercise price per warrant (in Dollars per share) | $ / shares | $ 0.01 |
Warrants outstanding and exercisable | 57,500 |
Expiry date | Dec. 14, 2026 |
Shareholders' Deficiency (Det_6
Shareholders' Deficiency (Details) - Schedule of RSU activity - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of RSU activity [Abstract] | ||
RSU's outstanding at the beginning of the period | 196,000 | 49,025 |
Granted | 227,500 | |
Exercised | (80,525) | |
Forfeited | ||
RSU's outstanding at the end of the period | 196,000 | 196,000 |
Financial Income (Expenses) (De
Financial Income (Expenses) (Details) - Schedule of financial income (expenses) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule of financial income (expenses) [Abstract] | ||||
Financial income (expenses) related to interest and revaluation of convertible component in convertible loans | $ (250) | $ 176 | $ 346 | $ (1,210) |
Financial expenses related to warrants | (39) | |||
Foreign currency transactions and other | (10) | 29 | (28) | 7 |
Total | $ (260) | $ 205 | $ 318 | $ (1,242) |
Liens, Commitments (Details)
Liens, Commitments (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Liens, Commitments (Details) [Line Items] | |
Lease expire date | Sep. 11, 2024 |
Lease payment per month | $ 2 |
Lease payment annually | $ 23 |
Percentage of sales, description | In the first 3 years of sales the Company shall pay 3% of the sales of the product which was developed under IIA research and development projects. In the fourth, fifth and sixth years of sales, the Company shall pay 4% of such sales and from the seventh year onwards the Company shall pay 5% of up to 100% of the amount of grants received plus interest at LIBOR. |
Royalty agreements on future sales | |
Saffron Tech [Member] | |
Liens, Commitments (Details) [Line Items] | |
Received a total amount | $ 274 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jul. 31, 2022 USD ($) $ / shares shares | Jul. 31, 2022 ₪ / shares | |
Subsequent Events [Abstract] | |||
Price per share | (per share) | $ 1.36 | ₪ 4.5 | |
Total received | $ | $ 100 | ||
Shares, Issued | shares | 76,890 | ||
Subsequent events, description | During July and August 2022, Saffron Tech received a total of NIS 255 thousand in respect a crowd funding round through the Israeli crowd funding platform – Pipelbiz. Assuming the maximum amount (NIS 4.1 million) is raised, the Company will own approximately 70% of Saffron Tech. |