Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Information Line Items | |
Entity Registrant Name | Valens Semiconductor Ltd. |
Trading Symbol | VLN |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 98,876,266 |
Amendment Flag | false |
Entity Central Index Key | 0001863006 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Entity File Number | 001-40842 |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Address Line One | 8 Hanagar St. POB 7152 |
Entity Address, City or Town | Hod Hasharon |
Entity Address, Postal Zip Code | 4501309 |
Entity Address, Country | IL |
Title of 12(b) Security | Ordinary shares, no par value |
Security Exchange Name | NYSE |
Entity Interactive Data Current | Yes |
Document Accounting Standard | U.S. GAAP |
Document Shell Company Report | false |
Auditor Firm ID | 1309 |
Auditor Location | Tel-Aviv, Israel |
Auditor Name | Kesselman & Kesselman |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 8 Hanagar St. POB 7152 |
Entity Address, City or Town | Hod Hasharon |
Entity Address, Postal Zip Code | 4501309 |
Entity Address, Country | IL |
Contact Personnel Name | Dror Heldenberg |
City Area Code | +972 |
Local Phone Number | 762-6900 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 20,024 | $ 56,791 | |
Short-term deposits | 128,363 | 117,568 | |
Trade accounts receivables | 11,514 | 7,095 | |
Prepaid expenses and other current assets | 4,793 | 8,255 | |
Inventories | 23,816 | 9,322 | |
TOTAL CURRENT ASSETS | 188,510 | 199,031 | |
LONG-TERM ASSETS: | |||
Property and equipment, net | 2,790 | 2,741 | |
Operating lease right-of-use assets | 3,824 | ||
Other assets | 535 | 828 | |
TOTAL LONG-TERM ASSETS | 7,149 | 3,569 | |
TOTAL ASSETS | 195,659 | 202,600 | |
CURRENT LIABILITIES: | |||
Trade accounts payable | 10,651 | 4,493 | |
Accrued compensation | 6,206 | 4,583 | |
Current maturities of operating leases liabilities | 1,811 | ||
Other current liabilities | 6,121 | 6,623 | |
TOTAL CURRENT LIABILITIES | 24,789 | 15,699 | |
LONG-TERM LIABILITIES: | |||
Forfeiture Shares, no par value: 1,006,250 shares authorized, issued and outstanding as of December 31, 2022, and 2021; | 1,751 | 4,658 | |
Operating leases liabilities | 1,624 | ||
Other long-term liabilities | 54 | 46 | |
TOTAL LONG-TERM LIABILITIES | 3,429 | 4,704 | |
COMMITMENTS AND CONTINGENT LIABILITIES | |||
TOTAL LIABILITIES | 28,218 | 20,403 | |
SHAREHOLDERS’ EQUITY: | |||
Ordinary shares, no par value: 700,000,000 shares authorized as of December 31, 2022, and 2021; 98,876,266 and 97,122,405 shares issued and outstanding as of December 31, 2022 and 2021, respectively (excluding 1,006,250 Ordinary shares subject to forfeiture) | 49 | 49 | |
Additional paid-in capital | 325,067 | 312,156 | |
Accumulated deficit | (157,675) | (130,008) | |
TOTAL SHAREHOLDERS’ EQUITY | [1] | 167,441 | 182,197 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 195,659 | $ 202,600 | |
[1]Excluding 1,006,250 Forfeiture Shares. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Forfeiture shares, no par value (in Dollars per share) | $ 0 | $ 0 |
Forfeiture shares, authorized | 1,006,250 | 1,006,250 |
Forfeiture shares, issued | 1,006,250 | 1,006,250 |
Forfeiture shares, outstanding | 1,006,250 | 1,006,250 |
Ordinary shares, no par value (in Dollars per share) | $ 0 | $ 0 |
Ordinary shares, shares authorized | 700,000,000 | 700,000,000 |
Ordinary shares, shares issued | 98,876,266 | 98,876,266 |
Ordinary shares, shares outstanding | 97,122,405 | 97,122,405 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
REVENUES | $ 90,715 | $ 70,684 | $ 56,910 |
COST OF REVENUES | (27,325) | (20,105) | (13,432) |
GROSS PROFIT | 63,390 | 50,579 | 43,478 |
OPERATING EXPENSES: | |||
Research and development expenses | (58,207) | (46,875) | (44,725) |
Sales and marketing expenses | (16,959) | (14,214) | (13,657) |
General and administrative expenses | (16,593) | (16,556) | (7,884) |
TOTAL OPERATING EXPENSES | (91,759) | (77,645) | (66,266) |
OPERATING LOSS | (28,369) | (27,066) | (22,788) |
Change in fair value of Forfeiture Shares | 2,907 | (173) | |
Financial income (expenses), net | (1,770) | 1,102 | 3,300 |
LOSS BEFORE INCOME TAXES | (27,232) | (26,137) | (19,488) |
INCOME TAXES | (451) | (407) | (164) |
LOSS AFTER INCOME TAXES | (27,683) | (26,544) | (19,652) |
Equity in earnings of investee | 16 | 10 | 17 |
NET LOSS | $ (27,667) | $ (26,534) | $ (19,635) |
Basic and diluted net loss per Ordinary Share (in Dollars per share) | $ (0.28) | $ (1.15) | $ (3.25) |
Weighted average number of shares used in computing net loss per Ordinary Share (in Shares) | 97,820,782 | 33,031,205 | 10,448,218 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Diluted net loss per ordinary share | $ (0.28) | $ (1.15) | $ (3.25) |
Weighted average number of shares used in computing net loss per ordinary share, dluted | 97,820,782 | 33,031,205 | 10,448,218 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) - USD ($) $ in Thousands | Ordinary shares | Additional paid- in capital | Accumulated deficit | Total | |
BALANCE at Dec. 31, 2019 | $ 36 | $ 15,480 | $ (83,839) | $ (68,323) | |
BALANCE (in Shares) at Dec. 31, 2019 | 9,889,684 | ||||
Exercise of options | $ 4 | 402 | 406 | ||
Exercise of options (in Shares) | 905,688 | ||||
Stock-based compensation | 5,329 | 5,329 | |||
Net loss | (19,635) | (19,635) | |||
BALANCE at Dec. 31, 2020 | $ 40 | 21,211 | (103,474) | (82,223) | |
BALANCE (in Shares) at Dec. 31, 2020 | 10,795,372 | ||||
Exercise of options | $ 9 | 1,237 | 1,246 | ||
Exercise of options (in Shares) | 1,722,880 | ||||
Stock-based compensation | 9,869 | 9,869 | |||
Conversion of Redeemable Convertible Preferred Shares | 150,179 | 150,179 | |||
Conversion of Redeemable Convertible Preferred Shares (in Shares) | 67,242,640 | ||||
Merger transaction, net (Note 1(c)) | [1] | 129,660 | 129,660 | ||
Merger transaction, net (Note 1(c)) (in Shares) | [1] | 17,361,513 | |||
Net loss | (26,534) | (26,534) | |||
BALANCE at Dec. 31, 2021 | [1] | $ 49 | 312,156 | (130,008) | 182,197 |
BALANCE (in Shares) at Dec. 31, 2021 | [1] | 97,122,405 | |||
Exercise of options | 822 | 822 | |||
Exercise of options (in Shares) | 1,753,861 | ||||
Stock-based compensation | 12,089 | 12,089 | |||
Net loss | (27,667) | (27,667) | |||
BALANCE at Dec. 31, 2022 | [1] | $ 49 | $ 325,067 | $ (157,675) | $ 167,441 |
BALANCE (in Shares) at Dec. 31, 2022 | [1] | 98,876,266 | |||
[1]Excluding 1,006,250 Forfeiture Shares. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (27,667) | $ (26,534) | $ (19,635) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 1,377 | 1,099 | 1,093 |
Stock-based compensation | 12,089 | 9,869 | 5,329 |
Exchange rate differences | 4,259 | (496) | (2,821) |
Interest on short-term deposits | (1,213) | 87 | 524 |
Change in fair value of warrant liability | 109 | ||
Change in fair value of Forfeiture Shares | (2,907) | 173 | |
Reduction in the carrying amount of ROU assets | 1,726 | ||
Equity in earnings of investee, net of dividend received | 18 | 11 | |
Changes in operating assets and liabilities: | |||
Trade accounts receivable | (4,419) | 1,584 | (944) |
Prepaid expenses and other current assets | 3,462 | (5,286) | (741) |
Inventories | (14,494) | (6,163) | (449) |
Long-term assets | 293 | (411) | (1) |
Trade accounts payable | 5,841 | 2,633 | (1,470) |
Accrued compensation | 1,623 | 633 | (1,555) |
Other current liabilities | (502) | 1,184 | 944 |
Change in operating lease liabilities | (1,571) | ||
Other long-term liabilities | 8 | 1 | |
Net cash used in operating activities | (22,095) | (21,609) | (19,606) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Investment in short-term deposits | (214,522) | (121,947) | (86,861) |
Maturities of short-term deposits | 203,902 | 39,227 | 116,036 |
Purchase of property and equipment | (1,109) | (1,443) | (861) |
Net cash provided by (used in) investing activities | (11,729) | (84,163) | 28,314 |
CASH FLOWS FROM FINANCING ACTIVITIES - | |||
Proceeds from Transactions related to the Merger, net | 134,185 | ||
Exercise of options | 822 | 1,246 | 406 |
Net cash provided by financing activities | 822 | 135,431 | 406 |
Effect of exchange rate changes on cash and cash equivalents | (3,765) | 816 | 1,646 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (36,767) | 30,475 | 10,760 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 56,791 | 26,316 | 15,556 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 20,024 | 56,791 | 26,316 |
SUPPLEMENT DISCLOSURE OF CASH FLOW INFORMATION - | |||
Cash paid for taxes | 214 | 417 | 139 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Trade accounts payable on account on property and equipment | 317 | 44 | |
Unpaid issuance costs classified to additional paid in capital | 41 | ||
Operating lease liabilities arising from obtaining operating right-of-use assets, excluding the impact of $4.9 million recognized on initial adoption, refer also to note 2(z) | 648 | ||
Conversion of Redeemable Convertible Preferred Shares | 150,179 | ||
Issuance of Forfeiture Shares | $ 4,485 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parentheticals) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | |||
Operating lease liabilities arising from obtaining operating right-of-use assets | $ 4,900 | $ 4,900 | $ 4,900 |
General
General | 12 Months Ended |
Dec. 31, 2022 | |
General [Abstract] | |
GENERAL | NOTE 1 - GENERAL: a. Valens Semiconductor Ltd. (hereafter “Valens”, and together with its wholly owned subsidiaries, the “Company”), was incorporated in Israel in 2006. Valens is a leading provider of semiconductor products (chips), operates in the audio-video and automotive industries, renowned for its Physical Layer (PHY) technologies, enabling resilient high-speed connectivity over simple, low-cost infrastructure. Valens is the inventor of the HDBaseT Technology, which enables the converged delivery of ultra-high-definition digital video and audio, Ethernet, control signals, USB and power through a single cable. In the audio-video space, Valens’ HDBaseT technology enables plug-and-play digital connectivity between ultra-HD video sources and remote displays. In the automotive domain, Valens’ product offering includes both symmetric and asymmetric connectivity solutions for high bandwidth transmission of native interfaces over a single low-cost wires and connectors. Valens’ advanced PHY technologies for the auto industry provides the safety and resilience required to handle the noisy automotive environment, addressing the needs of Advanced driver-assistance systems (ADAS), Automotive Data Solutions (ADS), infotainment, telematics and backbone connectivity. b. As of December 31, 2022, and 2021, the Company has wholly owned subsidiaries in the United States, Japan, China, and Germany primarily for the marketing of and support for the Company’s products. In March 2010, the Company incorporated, together with Samsung Electronics, LG Electronics and Sony Pictures Technologies Inc., the HDBaseT Licensing LLC (the “LLC’) in Oregon, USA. The Company holds 25% of interest in the LLC. The LLC’s purposes are (i) to hold, obtain, license and/or acquire rights to certain intellectual property associated with or connected to or related to technical specifications developed by the HDBaseT Alliance, an Oregon nonprofit mutual benefit corporation (hereafter the “Alliance”), to enter into licensing arrangements for such intellectual property as required by the intellectual property rights policy of the Alliance; and (ii) to engage in any other lawful act or activity for which limited liability companies may be formed under the Act, and to do all things incidental to such purposes. c. On September 29, 2021 (the “Closing Date”), the Company consummated a merger transaction (referred to as the “Merger Agreement Closing”) pursuant to a merger agreement, dated May 25, 2021 (the “Merger Agreement”), by and among the Company, PTK Acquisition Corp., a Delaware corporation whose common stock and warrants were then traded on the New York Stock Exchange (“PTK” or “SPAC”) and Valens Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”). As a result of the Merger Agreement Closing, and upon consummation of other transactions contemplated by the Merger Agreement Closing (the “Transactions”), PTK became a wholly owned subsidiary of the Company, and (a) each of the PTK Warrants (total of 18,160,000 warrants (composed of 11,500,000 Public Warrants (“Public Warrants”) and 6,660,000 Private Warrants as both further disclosed in Note 9(b) below) convertible into 9,080,000 PTK common stock), automatically became a Company Warrant and all rights with respect to the PTK common stock underlying the PTK Warrants were automatically converted into rights with respect to Company Ordinary Shares and thereupon assumed by the Company, and (b) each PTK common stock issued and outstanding immediately prior to the Merger Agreement Closing was converted automatically into one Company Ordinary Share (for total of 5,867,763 Ordinary Shares including the Ordinary Shares subject to forfeiture). The total proceeds received by the Company as part of the above Transactions totaled to $29.9 million. In connection therewith, the Company issued to the PTK’s sponsor: (a) 2,875,000 Ordinary Shares; and (b) 6,660,000 warrants, each of which entitles the holder thereof to purchase one half (1/2) of a Company Ordinary Share (the “Private Warrants”, refer also to Note 9(b) below) ((a) and (b) together, the “Sponsor Equity”). The Sponsor Equity is subject to certain terms and conditions, as set forth in the Merger Agreement. 35% of the Valens Ordinary Shares that the PTK sponsor received in respect of its PTK common stock (i.e., 1,006,250 Ordinary Shares), are subject to forfeiture if certain price targets for the Valens Ordinary Shares are not achieved within a certain period of time after the Closing Date or if an M&A Transaction (as defined in the Merger Agreement), does not occur at a certain minimum price (the “Forfeiture Shares”). Such Forfeiture Shares are classified as a liability and presented at fair value, although they are considered outstanding shares and are entitled to voting rights and distributions. Please refer in addition to Note 2(x). Concurrently with the execution of the Merger Agreement, Valens and certain accredited investors, entered into a series of subscription agreements, providing for the purchase by the PIPE (Private Investment in Public Equity) Investors at the Closing Date of an aggregate of 12,500,000 Valens Ordinary Shares at a price per share of $10.00, for gross proceeds to Valens of $125.0 million (collectively, the “PIPE Financing”). Pursuant to the Merger Agreement Closing, and immediately prior to the consummation of the Merger and the PIPE Financing, the Company effected a recapitalization transaction whereby (i) all of the Company Preferred Shares were converted on a one-to-one basis into the Company Ordinary Shares, (ii) each Company Ordinary Share that was issued and outstanding immediately prior to the Closing Date, was reverse split into a number of the Company Ordinary Shares, such that each Company Ordinary Share had an implied value of $10.00 per share at the Closing Date, after giving effect to a stock reverse split ratio of 0.662531-to-one Ordinary Share (the “Reverse Stock Split”), ((i) and (ii) collectively the “Recapitalization”), (iii) the Company adopted amended and restated articles of association and (iv) any outstanding stock options of the Company issued and outstanding immediately prior to the Closing Date were adjusted to give effect to the foregoing transactions and remained outstanding and their exercise prices were adjusted accordingly. In addition, the Company eliminated the par value of its Ordinary Shares. As a result, all Ordinary Shares, options exercisable for Ordinary Shares, exercise prices and income (loss) per share amounts have been adjusted on a retroactive basis, for all periods presented in these consolidated financial statements, to reflect such Reverse Stock Split. The number of Preferred Shares has not been retrospectively adjusted in these consolidated financial statements since the conversion to Ordinary Shares occurred simultaneously with the Reverse Stock Split. The conversion of the Redeemable Convertible Preferred Shares was reflected on the Closing Date. The total number of Preferred Shares converted into Ordinary Shares on September 29, 2021, was 67,242,640 after giving effect of the Reverse Stock Split. The net proceeds received by the Company as part of the Merger Agreement Closing and the PIPE Financing totaled to $131.6 million; underwriting fees and issuance costs (which consist of certain legal, accounting and other costs) amounted to $23.4 million, out of which an amount of $20.8 million was recorded as a reduction to Shareholders’ Equity, and an amount of $2.6 million was recorded within Statements of Operations ($2.1 million in the General and administrative expenses and $0.5 million was recorded in the Financial income, net). In addition, and as part of the Merger Agreement Closing and the PIPE Financing, i) the Company booked within the General and Administrative expenses an amount of approximately $3.4 million, due to options vesting acceleration resulted from the Merger Agreement Closing (refer also to note 11); and ii) the Company recorded the Forfeiture Shares liability of $4.5 million against the Additional Paid In Capital (refer also to note 2(x)). d. The breakout of the COVID-19 pandemic in 2020 and the global efforts to manage and control it, disrupted what was considered up until then the normal way of operating businesses, education systems, healthcare, and transportation among others. As a result of the pandemic, authorities around the world implemented unprecedented control measures. Those actions had a worldwide impact, including on the imbalance of the global supply chain, and adoption of hybrid work models. Our workforce and operations, and those of our customers, contract manufacturers, suppliers, and logistics providers, were affected as well. The Company experienced some disruption to parts of our global semiconductor supply chain, including procuring necessary components and inputs, such as wafers and substrates, in a timely fashion, with suppliers increasing lead times or placing products on allocation. As a result of these supply chain disruptions, we increased customer order lead times. The pandemic resulted in authorities around the world implementing numerous unprecedented measures, such as travel restrictions quarantines, shelter-in-place order, and factory and office shutdowns, which impacted our workforce and operations and those of our customers, suppliers and logistics providers. Existing or new precautionary measures or modifications in our business practices and policies, may negatively impact our business or operations, especially if the spread of COVID-19 (including any variants) resumes. The degree to which the pandemic ultimately impacts our business and results of operations will depend on future developments beyond our control and to what extent normal economic and operating conditions resume. Currently, the macroeconomic environment is uncertain. The Company continues to experience various constraints in its supply chain and may continue to incur some challenges in obtaining certain essential components in a timely manner to meet demand. The Company monitors the implications of the pandemic and macroeconomic environment on its operations and may modify its business practices and policies from time to time. The ability to quantify the impact of the pandemic on the Company’s business remains limited and its effects on the business are unlikely to be fully realized, or reflected in the Company’s financial results, until future periods. e. Military Tensions Between Russia and Ukraine In February 2022, Russian forces launched a military invasion of Ukraine. In response, the United States, the European Union, United Kingdom and other governments have imposed significant economic sanctions on Russia, and Russia has responded with counter-sanctions. The war in Ukraine has disrupted international commerce and the global economy. Although the Company does not currently operate in Ukraine or Russia and therefore does not experience any impact from the war in Ukraine, the duration and severity of the effects on its business and the global economy are inherently unpredictable. Management will continue to monitor the effects of the war in Ukraine and its potential further impacts on the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: a. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). b. Use of estimates in preparation of financial statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date, amounts of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or circumstances. On an ongoing basis, management evaluates its estimates, including those related to write-down for excess and obsolete inventories, the valuation of stock-based compensation awards estimated useful lives of fixed assets and forfeiture shares liability. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. c. Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions, balances, income, and expenses are eliminated in the consolidated financial statements. d. Functional Currency The currency of the primary economic environment in which Valens and each of its subsidiaries conducts its operations is the U.S. dollar (“dollar”). Accordingly, the Company uses the dollar as its functional and reporting currency. Foreign currency assets and liabilities are remeasured into U.S. dollars at the end-of-period exchange rates except for non-monetary assets and liabilities, which are remeasured at historical exchange rates. Expenses in foreign currency (mainly payroll to Israeli employees and overhead expenses), are remeasured at the exchange rate in effect during the period the transaction occurred, except for those expenses related to balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency transactions are included in the consolidated statements of income (loss) as part of “financial income (expenses), net”. e. Cash and cash equivalents Cash and cash equivalents consist of cash and demand deposits in banks and other short-term, highly liquid investments with original maturities of less than three months at the time of purchase. f. Short term deposits Short-term deposits are bank deposits with maturities over three months and of up to one year. As of December 31, 2022, and 2021, the short-term deposits were denominated in U.S. dollars and NIS (Israeli currency) and bore average interest of 4.2% and 0.6%, respectively. Short-term deposits are presented on the balance sheet at their cost, including accrued interest. g. Fair Value of Financial Instruments The FASB ASC Topic 820, Fair Value Measurements and Disclosures (“Topic 820”), establishes a fair value hierarchy that prioritizes the inputs to valuation techniques 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 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under Topic 820 are described below: Level 1 - Quoted prices in active markets for identical assets or liabilities; Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. The Company’s financial instruments consist of cash, cash equivalents, short-term bank deposits, trade accounts receivable and trade accounts payable as well as Forfeiture Shares liability. Other than the Forfeiture Shares liability (see below), the recorded amounts approximate their respective fair value because of the liquidity and short period of time to maturity, receipt or payment of these instruments. The Company’s financial instruments which are considered as a Level 3 measurement are Forfeiture Shares liability (refer also to note 8). h. Trade Accounts Receivable and Allowances for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount and do not include finance charges. The Company performs ongoing credit evaluation of its customers and generally requires no collateral. The Company assesses the need for allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments by considering factors such as historical collection experience, credit quality, aging of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. There were no write-offs of accounts receivable for the fiscal years ended December 31, 2022, 2021 and 2020, respectively. There is no allowance for doubtful accounts recorded as of December 31, 2022, and 2021, respectively. i. Inventories Inventories are comprised of finished goods as well as work in process that is planned to be sold to the Company’s customers and is presented at the lower of cost or net realizable value, based on the “first-in, first-out” basis. Most inventories are stored at the last production sites and are distributed from these locations. Inventories are reduced for write-downs based on periodic reviews for evidence of slow-moving or obsolete parts. Once written down, inventories write-downs are not reversed until the inventories are sold or scrapped. j. Property and equipment Property and equipment are stated at cost less accumulated depreciation that is calculated using the straight-line method over the estimated useful lives of the related assets, as follows: % Computers and software 33 Electronic and laboratory equipment 15-33 Furniture and office equipment 7 Production equipment 33-50 Leasehold improvements are depreciated by the straight-line method over the shorter of the term of the lease or the estimated useful life of such improvements. k. Impairment of long-lived assets The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the long-lived asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the sum of the expected undiscounted cash flow is less than the carrying amount of the asset, the Company recognizes an impairment loss, which is the excess of the carrying amount over the fair value of the asset, using the expected future discounted cash flows. For the years ended December 31, 2022, 2021 and 2020, the Company did not recognize an impairment loss on its long-lived assets. l. Severance Pay Valens: The employees of Valens Ltd. elected to be included under section 14 of the Israeli Severance Compensation Act, 1963 (“section 14”). According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies and/or pension funds. Payments in accordance with section 14 release Valens Ltd. from any future severance payments (under the above Israeli Severance Pay Law) in respect of those employees. As a result, the Company does not recognize any liability for severance pay due to these employees. The aforementioned deposits are not recorded as an asset in the Company’s balance sheet as they are not under the Company’s control. Chinese subsidiary: m. Revenue recognition The Company applies ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when (or as) the performance obligation is satisfied. The Company uses the following practical expedients that are permitted under ASC 606: ● The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in sales and marketing expenses. ● When a contract with a customer includes a material right to acquire future goods or services that are similar to the original goods or services in the contract and are provided in accordance with the terms of the original contract, the Company allocates the transaction price to the optional goods or services by reference to the goods or services expected to be provided and the corresponding expected consideration. ● The Company applies the practical expedient of allowing it to disregard the effects of a financing component if the period between when the Company transfers the promised services to the customer and when the customer pays for the services will be one year or less. The Company generates revenues mainly from selling semiconductor products (chips). Revenues are recognized when the customer (which includes distributors) obtains control over the Company’s product, typically upon shipment to the customer. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. The Company does not grant a right of return, refund, cancelation or termination. From time to time, the Company provides certain distributors with the right to free or discounted goods products in future periods that provides a material right to the customer. In such cases, such right is accounted for as a separate performance obligation. As of December 31, 2022, and 2021, the deferred revenues for such material rights were $0 thousand and $54 thousand, respectively. The amounts of revenues recognized in the period that were included in the opening deferred revenues balance were $54 and $76 thousand for the years ended December 31, 2022, and December 31, 2021, respectively. The Company generally provides to its customers a limited warranty assurance that the sold products are in compliance with the applicable specifications at the time of delivery. Under the Company’s standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair or replacement of defective items. To the extent the Company sells extended warranty, the recognition of such revenue is deferred until such warranty is in effect. n. Cost of Revenues Cost of revenues includes cost of materials, such as the cost of wafers, costs associated with packaging, assembly and testing costs, as well as royalties, shipping cost, depreciation cost of production equipment, cost of personnel (including stock-based compensation), costs of logistics and quality assurance and other expenses associated with manufacturing support. o. Research and development costs Research and development costs are expensed as incurred. Research and development expenses consists of costs incurred in performing research and development activities including cost of personnel (including stock-based compensation), pre-production engineering mask costs, engineering services, development tools cost, third parties’ intellectual property license fees, depreciation of development equipment, prototype wafers, packaging and test development costs as well as overhead costs. Development of a product is deemed complete when it is qualified through reviews and tests for performance and reliability. Subsequent to product qualification, product costs are included in cost of goods sold. p. Sales Commissions Internal sales commissions are recorded within sales and marketing expenses. Sales commissions for the years ended December 31, 2022, 2021 and 2020 amounted $615 thousand, $790 thousand and $412 thousand, respectively. q. Leases Lease accounting policy from January 1, 2022, following the adoption of ASC 842: On January 1, 2022, the Company adopted ASU No. 2016-02, Leases (“Topic 842”). The Company determines if an arrangement is a lease at inception. Balances related to operating leases are included in operating lease right-of-use (“ROU”) assets, Current maturities of operating leases liabilities and Non-current operating leases liabilities in the consolidated balance sheets. The Company also elected not separating lease components from non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company measures the lease liability at the present value of the remaining lease payments using the discount rate determined at lease commencement date. The Company measures the ROU asset at the present value of the remaining lease payments, adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term and any unamortized initial direct costs. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. As the Company’s leases do not provide an implicit rate, the Company’s uses its estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term (see also note 6). Lease accounting policy until December 31, 2021, prior to the adoption of ASC 842: The Company leases cars and offices for use in its operations, which are classified as operating leases. Rentals for operating leases are charged to expense using the straight-line method. r. Equity investee Investment in which the Company exercises significant influence, and which is not considered a subsidiary is accounted for using the equity method, whereby the Company recognizes its proportionate share of the investee’s net income or loss after the date of investment, see Note 1c. The equity investee is included within Other assets and totaled to $17 thousand and $17 thousand as of December 31, 2022 and 2021, respectively. s. Segment reporting The chief operating decision maker is the Company’s Chief Executive Officer (the “CODM”), who makes resource allocation decisions and assesses performance based on financial information prepared on a consolidated basis, accompanied by disaggregated information about revenues, gross profit and operating loss by the two identified reportable segments. The Company’s business includes two operating segments based on the two markets the Company serves: 1) Audio-Video: The Company solutions for the Audio-Video market deliver superior, plug-and-play convergence and distribution of different interfaces, through a single long-distance category cable. The products sold into enterprise, Industrial, digital signage, medical, residential, education and VR markets. 2) Automotive: Valens Automotive delivers safe & resilient high-speed in-vehicle connectivity for advanced car architectures, realizing the vision of connected and autonomous cars. t. Net income (loss) per Ordinary Share Net income (loss) per Ordinary Share is computed by adjusting net income (loss) by the amount of dividends on redeemable convertible preferred shares, if applicable. Basic net income (loss) per Ordinary Share is computed by dividing net income (loss) by the weighted-average number of Ordinary Shares outstanding during the year. Diluted net income (loss) per Ordinary Share is computed by dividing net income (loss) by the weighted-average number of Ordinary Shares outstanding during the year, while giving effect to all potentially dilutive Ordinary Shares to the extent they are dilutive. Net income (loss) per Ordinary Share is calculated and reported under the “two-class” method. For periods where there is a net loss, no loss is allocated to participating securities (redeemable convertible Preferred Shares) because they have no contractual obligation to share in the losses. Moreover, the Forfeiture Shares are subject to forfeiture if certain conditions are not achieved, for which we examine their occurrence at the end of each reporting period. The Forfeiture Shares are not included in the denominator of diluted earnings per share (EPS) unless the contingency has been met, or would have been met, as of the reporting date. Net income (loss) per Ordinary Share calculations for periods presented prior to the Closing Date have been retrospectively adjusted to reflect the Reverse Stock Split, as discussed in Note 1(c). The Ordinary Shares issued as a result of the Redeemable Convertible Preferred Shares conversion on the Closing Date were included in the basic net loss per share calculation on a prospective basis. u. Stock-based compensation The Company accounts for share-based compensation in accordance with ASC 718-10. Under ASC 718-10, stock-based awards, including stock options and Restricted Share Units (“RSUs”), are recorded at fair value as of the grant date and recognized as expense over the employee’s, directors and consultants’ requisite service period (generally the vesting period) which the Company has elected to amortize on a straight-line basis. The Company recognizes share-based compensation expense over the requisite service period of the award, net of estimated forfeitures, and revised its estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures. 1) With respect to stock options, the Company uses the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding number of complex and subjective variables. These variables include the estimated stock price volatility over the term of the awards; actual and projected employee stock option exercise behaviors, which is referred to as expected term; risk-free interest rate and expected dividends. The expected term is calculated using the simplified method, as the Company has concluded that its historical share option exercise experience does not provide a reasonable basis to estimate the expected option term. The Company estimates the volatility of its common stock by using the volatility rates of its peer companies. The Company bases the risk-free interest rate used in its option-pricing models on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term to maturity of its equity awards. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in its option-pricing models. 2) With respect to RSUs, the Company uses the stock market price as of the grant date to determine the fair value of such RSUs. v. Concentrations of credit risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, investments in short-term deposits and trade accounts receivable. As of December 31, 2022, and 2021, the Company had cash and cash equivalents totaling $20,024 thousand and $56,791 thousand, respectively, as well as short-term deposits of $128,363 thousand and $117,568 thousand as of December 31, 2022, and 2021, respectively, which are deposited in major Israeli, U.S, Japanese, German and Chinese financial institutions. The Company’s management believes that these financial institutions are financially sound. The Company extends different levels of credit to customers and does not require collateral deposits. As of December 31, 2022, and 2021, the Company did not have allowances for doubtful accounts. w. Income taxes The Company accounts for income taxes using the asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and the deferred tax liabilities and assets for the future tax consequences of events that we have recognized in our financial statements or tax returns. The Company measures current and deferred tax liabilities and assets based on provisions of the relevant tax law. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that the Company believes is more likely than not to be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income, and ongoing tax planning strategies in assessing the need for a valuation allowance. The Company classifies interest and penalties relating to uncertain tax positions within income taxes. x. Forfeiture shares Shares issued to PTK’s sponsor that are subject to forfeiture (“Forfeiture Shares”) are evaluated as equity-linked contracts rather than as outstanding shares. In accordance with ASC 815-40, the Forfeiture Shares are not solely indexed to the Company’s Ordinary Shares and therefore were accounted for as a liability on the consolidated balance sheet at the Closing Date. This liability is subject to re-measurement at each balance sheet date until the contingency settlement, and any change in fair value is recognized in the Company’s statement of operations. y. Public and Private Warrants The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”. Accordingly, both the Public and the Private Warrants are considered indexed to the entity’s own stock and are classified within equity. z. New Accounting Pronouncements Recently adopted accounting pronouncements: In February 2016, the FASB issued ASU No. 2016-02, Leases (“Topic 842”), which requires lessees to recognize operating and financing lease liabilities (“Lease Liabilities”) and corresponding right-of-use assets (“ROU Assets”) on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We early adopted this standard along with all subsequent ASU clarifications and improvements that are applicable to us on January 1, 2022, using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application and not restating comparative periods. Results and disclosure requirements for reporting periods beginning after January 1, 2022, are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting policies. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for in a manner similar to the accounting under existing guidance for operating leases today. ASC 842 provides a number of optional practical expedients in transition, which permits the Company not to reassess its prior conclusions regarding lease identification, lease classification and initial direct costs under the new standard. The Company elected to utilize the available package of practical expedients permitted under the transition guidance within ASC 842 which does not require it to reassess the prior conclusions about lease identification, lease classification and initial direct costs. Upon adoption of ASC 842, the Company recognized operating right-of-use assets of $4.9 million with corresponding operating lease liabilities on its consolidated balance sheet as of January 1, 2022. See Note 6 for further details. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes, 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. ASU No. 2019-12 is effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted Topic 740 on January 1, 2022, and the impact was immaterial on the Company’s consolidated balance sheet and the consolidated statements of operations upon adoption. Recently issued accounting pronouncements, not yet adopted: In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (“ASC 326”): Measurement of Credit Losses on Financial Instruments to introduce a new model for recognizing credit losses on financial instruments based on estimated current expected credit losses, or CECL. Under the new standard, an entity is required to estimate CECL on trade receivables at inception, based on historical information, current conditions, and reasonable and supportable forecasts. The guidance is effective for the Company for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Early application is permitted. The Company is currently evaluating the impact of adoption of the new standard on its consolidated financial statements. The adoption of this guidance will not have a significant impact on the Company’s consolidated financial statements. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 3 – INVENTORIES: December 31 2022 2021 U.S. dollars in thousands Work in process 9,870 4,718 Finished goods 13,946 4,604 23,816 9,322 Inventories write-downs amounted to $23 thousand, $0 thousand and $73 thousand during the years ended December 31, 2022, 2021 and 2020, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 - PROPERTY AND EQUIPMENT, NET: December 31 2022 2021 U.S. dollars in thousands Cost: Electronic and laboratory equipment 4,538 4,045 Furniture and office equipment 407 407 Leasehold improvements 657 657 Production equipment 668 308 Computers and software 3,270 2,697 9,540 8,114 Less: accumulated depreciation (6,750 ) (5,373 ) Property and equipment, net 2,790 2,741 Depreciation expenses were $1,377 thousand, $1,099 thousand and $1,093 thousand for the years ended December 31, 2022, 2021 and 2020, respectively. During the years ended December 31, 2022, 2021 and 2020, there were no impairments of property and equipment. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Current Liabilities [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 5 - OTHER CURRENT LIABILITIES: December 31 2022 2021 U.S. dollars in thousands Accrued vacation 3,203 3,464 Taxes payable 514 40 Accrued expenses- related party 142 142 Accrued expenses - other 2,262 2,977 6,121 6,623 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 6 - LEASES: Leases prior to the adoption of the new lease standard The Company lease offices under various operating lease agreements. The future minimum lease commitments, excluding renewal option, under operating leases as of December 31, 2021 were as follows (U.S. dollars in thousands): Year ending December 31, 2022 1,821 2023 348 2024 30 Total 2,199 Operating lease expenses for the years ended December 31, 2021, and 2020 were $2,670 and $2,527 thousand, respectively. Leases following the adoption of the new lease standard Lease agreements: As of December 31, 2022, the Company has several operating lease agreements for its facilities and vehicles as follows: Vehicles: The Company rents motor vehicles for use by some of its employees under operating lease agreements with lease terms of three years. As collateral for the cars’ lease agreements, the Company pays in advance the fee for the last month under the lease agreement. As of December 31, 2022, the Company is engaged with car lease companies for leasing of over 30 vehicles. The monthly payments for those agreements are approximately $31 thousands. Offices: The Company’s corporate headquarters are located in Hod Hasharon, Israel, consisting of approximately 5,500 square meters of facility space under lease that expires in February 2023, with an option to extend the lease period by additional two years until February 28, 2025. The Company concluded that it is reasonably certain that it will exercise the renewal option. Accordingly, such renewal option was included in determining the lease term. During February 2023, the Company extended the lease by one year until the end of February 2024, and as mentioned above, still has the option to extend it by additional year. The monthly rent payment is approximately $132 thousands. The Company has entered into various operating leases for office buildings in other territories. The total monthly rent payment of those leases is approximately $10 thousands. The table below presents the effects on the amounts relating to the Company’s total lease costs: Year Ended on U.S. dollars Operating lease cost: Fixed Payment 2,252 The table below presents supplemental cash flow information related to operating leases: Year Ended on U.S. dollars Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases 2,093 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating lease liabilities arising from obtaining operating right-of-use assets, excluding the impact of $4.9 million recognized on initial adoption, refer to note 2(z) 648 The table below presents supplemental balance sheet information related to operating leases: December 31, U.S. dollars Operating lease right-of-use assets 3,824 Current maturities of operating leases 1,811 Non-current operating leases 1,624 Total operating lease liabilities 3,435 Weighted average remaining lease term (years) 2.00 Weighted annual average discount rate 13.09 % The table below presents maturities of operating lease liabilities: December 31, U.S. dollars 2023 1,949 2024 1,855 2025 134 Total operating lease payments 3,938 Less: imputed interest (503 ) Present value of lease liabilities 3,435 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 7 - COMMITMENTS AND CONTINGENT LIABILITIES: a. Royalties: In addition to its own intellectual property, the Company also embeds certain off the shelf technologies (Intellectual Property (“IP”)) licensed from third parties in its chip technology. These are typically non-exclusive contracts provided under royalty-accruing and/or paid-up licenses. Once deployed in the Company’s products, such licenses for commercial use are generally perpetual. Royalty arrangements with certain vendors are vary between 0.5%-3.5% of net revenues per chip plus additional royalties of up to $0.1 per chip. The royalties’ expenses totaled to $903 thousand, $844 thousand and $711 thousand for the years ended December 31, 2022, 2021 and 2020, respectively. The royalties were recorded as part of cost of revenues. b. The Israel Innovation Authority (formerly known as “Office of Chief Scientist”) Until 2016, the Company received grants from the Israel Innovation authority (“IIA”) for participation in research and development costs of the Company’s. The IIA grants were recognized when grants were received and presented as a deduction from research and development expenses. The Company repaid the IIA all its liability for the received grant. While the Company has no outstanding obligation to the IIA, the Company is still subject to the provisions of the Research and Development law in Israel. c. Noncancelable Purchase Obligations The Company depends upon third party subcontractors for manufacturing of wafers, packaging and final tests. As of December 31, 2022, and 2021, the total value of open purchase orders for such manufacturing contractors was approximately $19,418 thousand and $50,591 thousand, respectively. The Company has noncancelable purchase agreements for certain IP embedded in the Company products as well as certain agreement for the license of development tools used by the development team. As of December 31, 2022, and 2021, the total value of non-paid amounts related to such agreements totaled $2,783 thousand and $6,563 thousand, respectively. d. Legal proceedings As of December 31, 2022, and 2021, the Company is not a party to, or subject to the provisions of any order, writ, injunction, judgment or decree of any court or governmental agency or instrumentality. There is no material action, suit, proceeding or investigation by the Company currently pending or that the Company intends to initiate. e. Indemnifications In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third-parties. These indemnifications (especially with respect to confidentiality with third party related to IP) may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnifications. As of December 31, 2022, and 2021 the Company has no liabilities recorded for these agreements. |
Forfeiture Shares
Forfeiture Shares | 12 Months Ended |
Dec. 31, 2022 | |
Forfeiture Shares [Abstract] | |
FORFEITURE SHARES | NOTE 8 - FORFEITURE SHARES a. On the Closing Date, 1,006,250 Ordinary Shares that PTK sponsor received in respect of its PTK common stock, are subject to forfeiture if certain price targets for the Valens Ordinary Shares are not achieved within a certain period of time (of up to four years), after the Closing Date or if an M&A Transaction (as defined in the Merger Agreement Closing), does not occur at a certain minimum price. The Company performed a Monte-Carlo simulation to calculate the fair value. As of the Closing Date, the fair value was $ The fair value of the Forfeiture Shares was computed using the following key assumptions: December 31, December 31, Stock price 5.37 7.7 Expected term (years) 1.75-2.75 2.75-3.75 Expected volatility 51.37%-53.53 % 48.77%-48.92 % Risk-free interest rate 4.27%-4.49 % 0.91%-1.08 % b. The table below sets forth a summary of the changes in the fair value of the Forfeiture Shares classified as Level 3: Year Ended Year Ended U.S. dollars in thousands Balance at beginning of year 4,658 - Issuance of Forfeiture Shares - 4,485 Changes in fair value (2,907 ) 173 Balance at end of year 1,751 4,658 |
Shareholders Equity
Shareholders Equity | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders Equity [Abstract] | |
SHAREHOLDERS EQUITY | NOTE 9 - SHAREHOLDERS EQUITY a. Ordinary Shares confer to holders the right to receive notice to participate and vote in the general meetings of the Company, to appoint directors and the right to receive dividends if declared. b. Warrants: Following the Merger Agreement Closing, each warrant of PTK entitled the holder to purchase one-half share of PTK common stock per warrant at a price of $11.50 per whole share (each, a “PTK warrant”), outstanding immediately prior to the Closing Date was assumed by Valens and became a Valens warrant entitling the holder to purchase one-half share of Valens Ordinary Shares, with the number of Valens Ordinary Shares underlying the Valens warrants. Public Warrants: Each of the 11,500,000 public warrants entitles its holder to purchase one half (1/2) Valens Ordinary Share (i.e. exercisable in total to 5,750,000 Ordinary Shares), at a price of $11.50 per one share, at any time commencing on the Closing Date. Under certain conditions, Valens may call the outstanding public warrants for redemption, in whole and not in part, at a price of $0.01 per warrant, but only if: (i) the reported last sale price of the Valens ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-day trading period; and (ii) there is a current registration statement in effect covering the Valens ordinary shares underlying such warrants. If Valens calls the warrants for redemption as described above, Valens will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis”. The exercise price and number of Valens Ordinary Shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or a recapitalization, reorganization, merger or consolidation. The warrants will expire on September 29, 2026. Private Warrants: Each of the 6,660,000 Private Warrants convertible into 3,330,000 Ordinary Shares of the Company, will not be redeemable by The Company, regardless of the holder’s identity. The holders have the option to exercise the Private Warrants on a cashless basis at any time into Valens ordinary shares. Except as described above, the Private Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. Both the Public Warrants and Private Warrants, are publicly-traded as of the Closing Date. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 10 - STOCK-BASED COMPENSATION: In September 2021, the Company adopted the “Valens Semiconductor Ltd. 2021 Share Incentive Plan”. The Company’s stock options have a term of 7-10 years from grant date unless extended by the Board of Directors. The granted options generally vest as follows: 25% on the first anniversary from the “Vesting Start Date” as defined in the grant agreement and remainder vest ratably over the following 12 quarters. The granted RSUs generally vest as follows: 25% on the first anniversary from the “Vesting Start Date” as defined in the grant agreement and remainder vest ratably over the following 12 quarters. The Company started to grant RSUs as of December 2021. During 2021, the Company added 8,370,000 Ordinary Shares to the Ordinary Shares pool reserved for issuance (2,318,860 in 2020). As of December 31, 2022, and 2021, the number of ordinary shares included in the Company’s stock incentive plans totaled to 28,383,788 and 28,383,788, respectively. Stock Options On September 30, 2021, the vesting of 814,272 options of one of the Company’s executives were accelerated. The Company expensed $3,396 thousand in the general and administrative expenses due to such vesting acceleration. 1,439,160 out of the outstanding options that have not yet vested as of December 31, 2022, have acceleration mechanisms according to certain terms set forth in the grant agreements primarily in the case of an M&A Transaction which constitutes a Liquidation Event. As of December 31, 2022, the unrecognized compensation costs related to those unvested stock options are $4,284 thousand, which are expected to be recognized over a weighted-average period of 1.43 years. The following is a summary of the status of the Company’s share option plan as of December 31, 2022, as well as changes during the year: December 31, 2022 Number of Weighted-Average Exercise price Options outstanding at the beginning of the year 15,449,513 $ 0.73 Granted during the year 239,610 $ 6.28 Exercised during the year (1,635,347 ) $ 0.50 Forfeited during the year (105,627 ) $ 0.86 Outstanding at the end of the year 13,948,149 $ 0.85 Options exercisable at year-end 11,649,042 $ 0.77 The following table summarizes information about share options outstanding as of December 31, 2022: Outstanding as of December 31, 2022 Exercisable as of December 31, 2022 Range of Number Weighted Weighted Aggregate Number Weighted Weighted Aggregate $ 0.15-$0.86 13,662,376 5.42 $ 0.74 63,194 11,535,649 5.03 $ 0.74 53,603 $ 1.87 5,963 8.03 $ 1.87 21 2,608 8.03 $ 1.87 9 $ 2.10 33,126 1.69 $ 2.10 108 33,126 1.69 $ 2.10 108 $ 5.36 140,000 6.50 $ 5.36 1 - - - - $ 7.58 99,610 6.04 $ 7.58 - 74,711 6.04 $ 7.58 - $ 9.07 7,074 5.96 $ 9.07 - 2,948 5.96 $ 9.07 - The following assumptions were used for options granted during the year in order to estimate the fair value of stock-based compensation awards: 2022 2021 Expected term 6-10 6-10 Expected volatility 46.71%-47.71 % 46.71%-50.7 % Expected dividend rate 0 % 0 % Risk-free rate 1.31%-3.00 % 0.61%-1.74 % During 2022, 2021 and 2020, 239,610, 321,777 and 3,347,705 options respectively, were granted to several related parties (please refer to Note 15 regarding Related Parties). As of December 31, 2022, the unrecognized compensation costs related to unvested stock options totaled to $8,116 thousand, which are expected to be expensed over a weighted-average period of 1.89 years. The following table presents the classification of the stock options expenses for the periods indicated: Year Ended December 31 2022 2021 2020 U.S. dollars in thousands Cost of revenue 233 158 178 Research and development 1,766 1,684 1,267 Selling, general and administrative 4,161 7,981 3,884 Total stock-based compensation -Stock Options 6,160 9,823 5,329 Restricted Stock Units The following is a summary of the status of the Company’s RSU’s as of December 31, 2022, as well as changes during the year: December 31, 2022 Number of RSUs Weighted-Average Grant Date Fair Value RSUs outstanding at the beginning of the year 133,384 $ 7.89 Granted during the year 3,996,976 $ 6.07 Vested during the year (118,514 ) $ 7.06 Forfeited during the year (232,130 ) $ 6.43 Outstanding at the end of the year 3,779,716 $ 6.08 As of December 31, 2022, the unrecognized compensation cost related to unvested RSUs totaled to approximately $16,516 thousand and is expected to be expensed over a weighted-average recognition period of approximately 3.08 years. During 2022, 2021 and 2020, 515,103, 7,398 and 0 RSU’s, respectively, were granted to several related parties (please refer to Note 15 regarding Related Parties). The following table presents the classification of RSU’s expenses for the periods indicated: Year Ended December 31 2022 2021 2020 U.S. dollars in thousands Cost of revenue 317 6 - Research and development 3,034 22 - Selling, general and administrative 2,578 18 - Total stock-based compensation-RSUs 5,929 46 - |
Financial Income (Expenses), Ne
Financial Income (Expenses), Net | 12 Months Ended |
Dec. 31, 2022 | |
Financial Income (Expenses), Net [Abstract] | |
FINANCIAL INCOME (EXPENSES), NET | NOTE 11 - FINANCIAL INCOME (EXPENSES), NET: Year Ended December 31 2022 2021 2020 U.S. dollars in thousands Foreign currency exchange differences (4,377 ) 1,295 2,592 Issuance costs attributed to Forfeiture Shares - (473 ) - Interest income on short-term deposits 2,298 311 849 Change in fair value of Warrants liability - - (109 ) Other 309 (31 ) (32 ) Total financial income (expenses), net (1,770 ) 1,102 3,300 |
Net Income (Loss) Per Ordinary
Net Income (Loss) Per Ordinary Share | 12 Months Ended |
Dec. 31, 2022 | |
Net Income (Loss) Per Ordinary Share [Abstract] | |
NET INCOME (LOSS) PER ORDINARY SHARE | NOTE 12 - NET INCOME (LOSS) PER ORDINARY SHARE: The following table sets forth the computation of basic and diluted net income (loss) per ordinary share for the periods indicated. Net income (loss) per ordinary share calculations for all periods presented have been retrospectively adjusted to reflect the Reverse Stock Split, as discussed in Note 1(c). Year Ended December 31 2022 2021 (*) 2020 U.S. dollars in thousands Basic net loss per Ordinary Share Numerator: Net loss from continuing operations (27,667 ) (26,534 ) (19,635 ) Dividend on Series E Redeemable Preferred - (2,710 ) (3,428 ) Dividend on Series D Redeemable Preferred - (4,023 ) (5,090 ) Dividend on Series C Redeemable Preferred - (1,426 ) (1,805 ) Dividend on Series B-2 Redeemable Preferred - (985 ) (1,245 ) Dividend on Series B-1 Redeemable Preferred - (394 ) (498 ) Dividend on Series A Redeemable Preferred - (1,792 ) (2,264 ) Numerator for basic and diluted net loss per common share net loss attributable to common stockholders (27,667 ) (37,864 ) (33,965 ) Denominator: Denominator for basic and dilutive net loss per common share- adjusted weighted-average share 97,820,782 33,031,205 10,448,218 Basic and dilutive net loss per common share (0.28 ) (1.15 ) (3.25 ) (*) Pursuant to the Merger Agreement Closing, all the Company’s Preferred Shares were converted on a one-to-one basis into Company’s Ordinary Shares; The Company’s Articles of Association that was in effect prior the Merger Agreement Closing, stated that the Preferred Shares were entitled to dividend preference, according to which, upon declaration of dividend by the Company’s Board of Directors, such Preferred Shares shall be entitled to cumulative dividends as of their applicable issuance at an annual rate of 7% of the applicable Original Issue Price (compounded annually). Dividend on Redeemable Preferred Shares referred to the period that started on January 1, 2021 and ended on September 29, 2021 (Closing Date, refer to note 1(c)). The following weighted-average Ordinary Shares of securities were not included in the computation of diluted net income (loss) per common share as their effect would have been antidilutive: 2022 2021 2020 Options 14,913,114 16,028,893 15,257,902 Restricted Stock Units 3,270,669 - - Warrants liability - 41,351 161,808 Private Warrants 3,330,000 1,683,500 - Public Warrants 5,750,000 2,906,944 - Forfeiture Shares 1,006,250 508,715 - Redeemable Convertible Preferred A shares - 24,584,645 32,901,384 Redeemable Convertible Preferred B-1 shares - 7,524,342 9,957,400 Redeemable Convertible Preferred B-2 shares - 13,950,841 18,670,270 Redeemable Convertible Preferred C shares - 7,042,522 9,424,938 Redeemable Convertible Preferred D shares - 14,431,585 19,313,646 Redeemable Convertible Preferred E shares - 8,279,726 11,080,674 The number of Redeemable Convertible Preferred Shares and warrants liability have not been retrospectively adjusted to reflect the Reverse Stock Split in these consolidated financial statements as a result of the conversion to Ordinary Shares occurring simultaneously with the Reverse Stock Split. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 - INCOME TAXES: a. Basis of taxation Current tax is calculated with reference to the profit of the Company and its subsidiaries in their respective countries of operation. Set out below are details in respect of the significant jurisdictions where the Company and its subsidiaries operate and the factors that influenced the current and deferred taxation in those jurisdictions: Israel Valens is taxed under the laws of the State of Israel at a corporate tax rate of 23%. In 2022, 2021 and 2020, Valens is at a losses position and therefore has no corporate tax liability. As of December 31, 2022, 2021 and 2020, Valens has a carry forward loss of approximately $73 million, $88 million and $85 million, respectively. Such carry forward loss has no expiration date. Valens is taxed in the New Israeli Shekel (“NIS”), which is different from its functional currency (U.S. Dollar). The change in the Company’s NOLs for tax purposes is partly resulted by such rate differences. United States The principal federal tax rate applicable to the U.S. subsidiaries is 21%. With respect to Valens Semiconductor Inc., is also subject to state taxes at the following rates: 8.84% in California and 0.75% in Texas. As of December 31, 2022, Valens Merger Sub, Inc. (formerly PTK) has a carry forward loss of approximately $5 million and is subject to state taxes at a rate of 8.84% in California. Such carry forward loss is subject to the 382 limitation and has no expiration date. Japan The effective principal corporate tax rate applicable to the Japanese subsidiary is 36%. Germany The effective principal corporate tax rate applicable to the German subsidiary is 30%. China The effective principal corporate tax rate applicable to the Chinese subsidiary for is 5%. b. Income (loss) Before Income Taxes: Income (loss) before income taxes consisted of the following for the periods indicated: Year Ended December 31 2022 2021 2020 U.S. dollars in thousands Domestic (Israel) (27,959 ) (26,549 ) (19,935 ) Foreign 727 412 447 Loss before income taxes (27,232 ) (26,137 ) (19,488 ) c. Income tax expenses consisted of the following for the periods indicated: Year Ended December 31 2022 2021 2020 U.S. dollars in thousands Domestic (Israel) 360 306 97 Foreign 91 101 67 Income tax expenses 451 407 164 d. Taxes on Income: Taxes on income for the years ended December 31, 2022, 2021 and 2020 were comprised of the following: December 31 2022 2021 2020 U.S. dollars in thousands Current: Domestic 360 306 97 Foreign 91 101 67 Total 451 407 164 Deferred: Domestic - - - Foreign - - - Total - - - Income tax expenses 451 407 164 A reconciliation our theoretical income tax expense to actual income tax expense is as follows: December 31 2022 2021 2020 U.S. dollars in thousands Loss before taxes on income and before Equity in earnings of investee (27,232 ) (26,137 ) (19,488 ) Statutory tax rate in Israel 23 % 23 % 23 % Theoretical tax benefit (6,263 ) (6,011 ) (4,482 ) Increase (decrease) in taxes resulting from: Effect of different tax rates applicable in foreign jurisdictions (3 ) 1 4 Operating losses and other temporary differences for which valuation allowance was provided 5,505 3,773 3,224 Permanent differences 852 2,338 1,321 Tax prepayment and other 360 306 97 Actual taxes on income 451 407 164 e. Deferred Tax Assets and Liabilities The components of the Company’s deferred tax assets and liabilities as of December 31, 2022, and 2021 were as follows: December 31 2022 2021 U.S. dollars in thousands Deferred tax assets: Tax loss carryforwards 17,670 21,221 Research and development 10,861 7,526 Issuance costs 1,009 2,338 Employee and payroll accrued expenses 700 763 Operating lease liabilities 742 - Share-based compensation 1,364 - Other 38 44 Total deferred tax assets 32,384 31,892 Deferred tax liabilities: Operating lease right-of-use assets 832 - Total deferred tax liabilities 832 - Total deferred tax assets, net 31,552 31,892 Less valuation allowance for deferred tax assets (31,552 ) (31,892 ) Deferred tax assets - - Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considered all available evidence, including past operating results, the most recent projections for taxable income, and prudent and feasible tax planning strategies. The Company reassess its valuation allowance periodically and if future evidence allows for a partial or full release of the valuation allowance, a tax benefit will be recorded accordingly. As of December 31, 2022, and 2021, the Company has recorded a full valuation allowance of $(31,552) and $(31,892) thousand with regard to its deferred taxes (which is mainly tax loss carryforwards) generated in Israel, respectively. The change in valuation allowance for the years ended December 31, 2022, 2021 and 2020 was $340 thousand, $(9,595) thousand and $(4,500) thousand, respectively. f. Uncertain tax positions The Company implement a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We do not have any material liabilities in any reported periods regarding uncertain tax positions. We classify interest and penalties recognized related to our uncertain tax positions within income taxes on the consolidated statements of operations. g. Tax assessments The Israeli entity’s’ income tax assessments are considered final through 2017. The US subsidiary’s income tax assessments are considered final through 2017. |
Segment and Revenue by Geograph
Segment and Revenue by Geography and by Major Customer | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT AND REVENUE BY GEOGRAPHY AND BY MAJOR CUSTOMER | NOTE 14- SEGMENT AND REVENUE BY GEOGRAPHY AND BY MAJOR CUSTOMER a. For the purpose of evaluating financial performance and allocating resources, the CODM reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues, gross profit and operating loss by the two identified reportable segments, to make decisions about resources to be allocated to the segments and assess their performance. Assets information is not provided to the CODM and is not reviewed. Revenues and cost of goods sold are directly associated with the activities of a specific segment. Direct operating expenses, including general and administrative expenses, associated with the activities of a specific segment are charged to that segment. General and administrative expenses which cannot be attributed directly, are allocated evenly between segments. Other operating expenses are allocated to segments based on headcount ratio. Year Ended December 31, 2022 Audio-Video Automotive Consolidated U.S. dollars in thousands Revenues 74,540 16,175 90,715 Gross profit 58,425 4,965 63,390 Research and development expenses 20,901 37,306 58,207 Sales and marketing expenses 7,290 9,669 16,959 General and administrative expenses 8,259 8,334 16,593 Segment operating profit (loss) 21,975 (50,344 ) (28,369 ) Change in fair value of Forfeiture Shares 2,907 Financial income, net (1,770 ) Loss before taxes on income (27,232 ) Depreciation expenses 641 736 1,377 Year Ended December 31, 2021 Audio-Video Automotive Consolidated U.S. dollars in thousands Revenues 62,801 7,883 70,684 Gross profit 48,909 1,670 50,579 Research and development expenses 14,054 32,821 46,875 Sales and marketing expenses 6,944 7,270 14,214 General and administrative expenses 8,322 8,234 16,556 Segment operating profit (loss) 19,589 (46,655 ) (27,066 ) Change in fair value of Forfeiture Shares (173 ) Financial income, net 1,102 Loss before taxes on income (26,137 ) Depreciation expenses 371 728 1,099 Year Ended December 31, 2020 Audio-Video Automotive Consolidated U.S. dollars in thousands Revenues 54,843 2,067 56,910 Gross profit (loss) 43,609 (131 ) 43,478 Research and development expenses 13,116 31,609 44,725 Sales and marketing expenses 6,625 7,032 13,657 General and administrative expenses 4,064 3,820 7,884 Segment operating profit (loss) 19,804 (42,592 ) (22,788 ) Financial income, net 3,300 Loss before taxes on income (19,488 ) Depreciation expenses 419 674 1,093 b. Geographic Revenues The following table shows revenue by geography, based on the customers’ “bill to” location: Year Ended December 31 2022 2021 2020 U.S. dollars in thousands Israel 2,803 1,670 1,028 China 9,609 15,574 11,989 Hong Kong 15,157 13,964 9,780 United States 17,494 10,842 7,969 Mexico 4,443 2,381 7,708 Japan 9,238 7,669 6,802 Hungary 11,205 5,978 1,424 Other 20,766 12,606 10,210 90,715 70,684 56,910 c. Supplemental data - Major Customers The following table summarizes the significant customers’ (including distributors) accounts receivable and revenues as a percentage of total accounts receivable and total revenues, respectively: December 31 2022 2021 Accounts Receivable U.S. dollars in thousands Customer A 9 % 16 % Customer B 10 % 12 % Customer C 26 % 20 % Customer D 16 % 0 % Year Ended December 31 2022 2021 2020 U.S. dollars in thousands Revenues Customer A 7 % 9 % 10 % Customer C 12 % 10 % 17 % Customer E 10 % 11 % 12 % Customer F 10 % 6 % 6 % d. Long-lived assets by Geography: Year Ended December 31 2022 2021 2020 U.S. dollars in thousands Domestic (Israel) 5,827 2,259 1,543 Taiwan 184 199 344 China 225 210 312 USA 217 73 151 Singapore 124 - - Other 37 - 3 6,614 2,741 2,353 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15 - RELATED PARTY TRANSACTIONS: a. During the years ended December 31, 2022, 2021 and 2020, the Company granted 239,610, 321,777 and 3,347,705 options, respectively, at a weighted average exercise price of $6.28, $1.04 and $0.86 respectively to several executive officers, and Board members of the Company. In addition, during the years ended December 31, 2022, and 2021, the Company granted 515,103 and 7,398 RSUs respectively to several executive officers and Board members of the Company. The fair value of the stock options that were granted during the year ended December 31, 2022, is $362 thousand, which is expected to be recognized over a 3-4-years vesting period, and the fair value of the RSUs is $2,603 thousand, which is expected to be recognized over a 1-4-years vesting period. b. During the years ended as of December 31, 2022, and 2021, the Company paid to certain Board members of the Company (non-employee directors), a total amount of $401 thousand and $172 thousand, respectively. c. The Company’s Amended and Restated Articles of Association permit it to exculpate, indemnify and insure certain of its executive officers and Board members of the Company (as such term is defined under the Israeli Companies Law) to the fullest extent permitted by the Companies Law. The Company entered into agreements with certain executive officers and Board members of the Company, exculpating them from a breach of their duty of care to the Company to the fullest extent permitted by law and undertaking to indemnify them to the fullest extent permitted by law, subject to certain exceptions, including with respect to liabilities resulting from the closing of the Business Combination to the extent that these liabilities are not covered by insurance. d. In February 2020, the Company changed the employment terms of one of its executives, who is also a member of the Board of directors of the Company, into a fixed term employment of 5 years, ending in January 2025. e. On September 30, 2021, the vesting of 814,272 options of one of the Company’s executives were accelerated. The Company expensed $3,396 thousand in the general and administrative expenses due to such vesting acceleration. f. In respect of the execution of the Merger Agreement Closing and the listing as a public Company in the NYSE, certain of the Company’s executives received cash bonus in the amount of $1,545 thousand, which was expensed in the general and administrative expenses. g. As of December 31, 2022, and 2021, the Company accrued $532 and $179 respectively, for bonus payments to several executive officers. h. As of December 31, 2022, and 2021, the Company accrued $142 for services provided to PTK by its Sponsor in connection with the Merger. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS On January 1, 2023, the Company added 2,282,424 Ordinary Shares to the Ordinary Shares pool reserved for issuance under the Company’s 2021 Share Incentive Plan. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | a. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Use of estimates in preparation of financial statements | b. Use of estimates in preparation of financial statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date, amounts of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or circumstances. On an ongoing basis, management evaluates its estimates, including those related to write-down for excess and obsolete inventories, the valuation of stock-based compensation awards estimated useful lives of fixed assets and forfeiture shares liability. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. |
Principles of consolidation | c. Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions, balances, income, and expenses are eliminated in the consolidated financial statements. |
Functional Currency | d. Functional Currency The currency of the primary economic environment in which Valens and each of its subsidiaries conducts its operations is the U.S. dollar (“dollar”). Accordingly, the Company uses the dollar as its functional and reporting currency. Foreign currency assets and liabilities are remeasured into U.S. dollars at the end-of-period exchange rates except for non-monetary assets and liabilities, which are remeasured at historical exchange rates. Expenses in foreign currency (mainly payroll to Israeli employees and overhead expenses), are remeasured at the exchange rate in effect during the period the transaction occurred, except for those expenses related to balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency transactions are included in the consolidated statements of income (loss) as part of “financial income (expenses), net”. |
Cash and cash equivalents | e. Cash and cash equivalents Cash and cash equivalents consist of cash and demand deposits in banks and other short-term, highly liquid investments with original maturities of less than three months at the time of purchase. |
Short term deposits | f. Short term deposits Short-term deposits are bank deposits with maturities over three months and of up to one year. As of December 31, 2022, and 2021, the short-term deposits were denominated in U.S. dollars and NIS (Israeli currency) and bore average interest of 4.2% and 0.6%, respectively. Short-term deposits are presented on the balance sheet at their cost, including accrued interest. |
Fair Value of Financial Instruments | g. Fair Value of Financial Instruments The FASB ASC Topic 820, Fair Value Measurements and Disclosures (“Topic 820”), establishes a fair value hierarchy that prioritizes the inputs to valuation techniques 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 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under Topic 820 are described below: Level 1 - Quoted prices in active markets for identical assets or liabilities; Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. The Company’s financial instruments consist of cash, cash equivalents, short-term bank deposits, trade accounts receivable and trade accounts payable as well as Forfeiture Shares liability. Other than the Forfeiture Shares liability (see below), the recorded amounts approximate their respective fair value because of the liquidity and short period of time to maturity, receipt or payment of these instruments. The Company’s financial instruments which are considered as a Level 3 measurement are Forfeiture Shares liability (refer also to note 8). |
Trade Accounts Receivable and Allowances for Doubtful Accounts | h. Trade Accounts Receivable and Allowances for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount and do not include finance charges. The Company performs ongoing credit evaluation of its customers and generally requires no collateral. The Company assesses the need for allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments by considering factors such as historical collection experience, credit quality, aging of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. There were no write-offs of accounts receivable for the fiscal years ended December 31, 2022, 2021 and 2020, respectively. There is no allowance for doubtful accounts recorded as of December 31, 2022, and 2021, respectively. |
Inventories | i. Inventories Inventories are comprised of finished goods as well as work in process that is planned to be sold to the Company’s customers and is presented at the lower of cost or net realizable value, based on the “first-in, first-out” basis. Most inventories are stored at the last production sites and are distributed from these locations. Inventories are reduced for write-downs based on periodic reviews for evidence of slow-moving or obsolete parts. Once written down, inventories write-downs are not reversed until the inventories are sold or scrapped. |
Property and equipment | j. Property and equipment Property and equipment are stated at cost less accumulated depreciation that is calculated using the straight-line method over the estimated useful lives of the related assets, as follows: % Computers and software 33 Electronic and laboratory equipment 15-33 Furniture and office equipment 7 Production equipment 33-50 Leasehold improvements are depreciated by the straight-line method over the shorter of the term of the lease or the estimated useful life of such improvements. |
Impairment of long-lived assets | k. Impairment of long-lived assets The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the long-lived asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the sum of the expected undiscounted cash flow is less than the carrying amount of the asset, the Company recognizes an impairment loss, which is the excess of the carrying amount over the fair value of the asset, using the expected future discounted cash flows. For the years ended December 31, 2022, 2021 and 2020, the Company did not recognize an impairment loss on its long-lived assets. |
Severance Pay | l. Severance Pay Valens: The employees of Valens Ltd. elected to be included under section 14 of the Israeli Severance Compensation Act, 1963 (“section 14”). According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies and/or pension funds. Payments in accordance with section 14 release Valens Ltd. from any future severance payments (under the above Israeli Severance Pay Law) in respect of those employees. As a result, the Company does not recognize any liability for severance pay due to these employees. The aforementioned deposits are not recorded as an asset in the Company’s balance sheet as they are not under the Company’s control. Chinese subsidiary: |
Revenue recognition | m. Revenue recognition The Company applies ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when (or as) the performance obligation is satisfied. The Company uses the following practical expedients that are permitted under ASC 606: ● The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in sales and marketing expenses. ● When a contract with a customer includes a material right to acquire future goods or services that are similar to the original goods or services in the contract and are provided in accordance with the terms of the original contract, the Company allocates the transaction price to the optional goods or services by reference to the goods or services expected to be provided and the corresponding expected consideration. ● The Company applies the practical expedient of allowing it to disregard the effects of a financing component if the period between when the Company transfers the promised services to the customer and when the customer pays for the services will be one year or less. The Company generates revenues mainly from selling semiconductor products (chips). Revenues are recognized when the customer (which includes distributors) obtains control over the Company’s product, typically upon shipment to the customer. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. The Company does not grant a right of return, refund, cancelation or termination. From time to time, the Company provides certain distributors with the right to free or discounted goods products in future periods that provides a material right to the customer. In such cases, such right is accounted for as a separate performance obligation. As of December 31, 2022, and 2021, the deferred revenues for such material rights were $0 thousand and $54 thousand, respectively. The amounts of revenues recognized in the period that were included in the opening deferred revenues balance were $54 and $76 thousand for the years ended December 31, 2022, and December 31, 2021, respectively. |
Cost of Revenues | n. Cost of Revenues Cost of revenues includes cost of materials, such as the cost of wafers, costs associated with packaging, assembly and testing costs, as well as royalties, shipping cost, depreciation cost of production equipment, cost of personnel (including stock-based compensation), costs of logistics and quality assurance and other expenses associated with manufacturing support. |
Research and development costs | o. Research and development costs Research and development costs are expensed as incurred. Research and development expenses consists of costs incurred in performing research and development activities including cost of personnel (including stock-based compensation), pre-production engineering mask costs, engineering services, development tools cost, third parties’ intellectual property license fees, depreciation of development equipment, prototype wafers, packaging and test development costs as well as overhead costs. Development of a product is deemed complete when it is qualified through reviews and tests for performance and reliability. Subsequent to product qualification, product costs are included in cost of goods sold. |
Sales Commissions | p. Sales Commissions Internal sales commissions are recorded within sales and marketing expenses. Sales commissions for the years ended December 31, 2022, 2021 and 2020 amounted $615 thousand, $790 thousand and $412 thousand, respectively. |
Leases | q. Leases Lease accounting policy from January 1, 2022, following the adoption of ASC 842: On January 1, 2022, the Company adopted ASU No. 2016-02, Leases (“Topic 842”). The Company determines if an arrangement is a lease at inception. Balances related to operating leases are included in operating lease right-of-use (“ROU”) assets, Current maturities of operating leases liabilities and Non-current operating leases liabilities in the consolidated balance sheets. The Company also elected not separating lease components from non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company measures the lease liability at the present value of the remaining lease payments using the discount rate determined at lease commencement date. The Company measures the ROU asset at the present value of the remaining lease payments, adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term and any unamortized initial direct costs. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. As the Company’s leases do not provide an implicit rate, the Company’s uses its estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term (see also note 6). Lease accounting policy until December 31, 2021, prior to the adoption of ASC 842: The Company leases cars and offices for use in its operations, which are classified as operating leases. Rentals for operating leases are charged to expense using the straight-line method. |
Equity investee | r. Equity investee Investment in which the Company exercises significant influence, and which is not considered a subsidiary is accounted for using the equity method, whereby the Company recognizes its proportionate share of the investee’s net income or loss after the date of investment, see Note 1c. The equity investee is included within Other assets and totaled to $17 thousand and $17 thousand as of December 31, 2022 and 2021, respectively. |
Segment reporting | s. Segment reporting The chief operating decision maker is the Company’s Chief Executive Officer (the “CODM”), who makes resource allocation decisions and assesses performance based on financial information prepared on a consolidated basis, accompanied by disaggregated information about revenues, gross profit and operating loss by the two identified reportable segments. The Company’s business includes two operating segments based on the two markets the Company serves: 1) Audio-Video: The Company solutions for the Audio-Video market deliver superior, plug-and-play convergence and distribution of different interfaces, through a single long-distance category cable. The products sold into enterprise, Industrial, digital signage, medical, residential, education and VR markets. 2) Automotive: Valens Automotive delivers safe & resilient high-speed in-vehicle connectivity for advanced car architectures, realizing the vision of connected and autonomous cars. |
Net income (loss) per Ordinary Share | t. Net income (loss) per Ordinary Share Net income (loss) per Ordinary Share is computed by adjusting net income (loss) by the amount of dividends on redeemable convertible preferred shares, if applicable. Basic net income (loss) per Ordinary Share is computed by dividing net income (loss) by the weighted-average number of Ordinary Shares outstanding during the year. Diluted net income (loss) per Ordinary Share is computed by dividing net income (loss) by the weighted-average number of Ordinary Shares outstanding during the year, while giving effect to all potentially dilutive Ordinary Shares to the extent they are dilutive. Net income (loss) per Ordinary Share is calculated and reported under the “two-class” method. For periods where there is a net loss, no loss is allocated to participating securities (redeemable convertible Preferred Shares) because they have no contractual obligation to share in the losses. Moreover, the Forfeiture Shares are subject to forfeiture if certain conditions are not achieved, for which we examine their occurrence at the end of each reporting period. The Forfeiture Shares are not included in the denominator of diluted earnings per share (EPS) unless the contingency has been met, or would have been met, as of the reporting date. Net income (loss) per Ordinary Share calculations for periods presented prior to the Closing Date have been retrospectively adjusted to reflect the Reverse Stock Split, as discussed in Note 1(c). The Ordinary Shares issued as a result of the Redeemable Convertible Preferred Shares conversion on the Closing Date were included in the basic net loss per share calculation on a prospective basis. |
Stock-based compensation | u. Stock-based compensation The Company accounts for share-based compensation in accordance with ASC 718-10. Under ASC 718-10, stock-based awards, including stock options and Restricted Share Units (“RSUs”), are recorded at fair value as of the grant date and recognized as expense over the employee’s, directors and consultants’ requisite service period (generally the vesting period) which the Company has elected to amortize on a straight-line basis. The Company recognizes share-based compensation expense over the requisite service period of the award, net of estimated forfeitures, and revised its estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures. 1) With respect to stock options, the Company uses the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding number of complex and subjective variables. These variables include the estimated stock price volatility over the term of the awards; actual and projected employee stock option exercise behaviors, which is referred to as expected term; risk-free interest rate and expected dividends. The expected term is calculated using the simplified method, as the Company has concluded that its historical share option exercise experience does not provide a reasonable basis to estimate the expected option term. The Company estimates the volatility of its common stock by using the volatility rates of its peer companies. The Company bases the risk-free interest rate used in its option-pricing models on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term to maturity of its equity awards. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in its option-pricing models. 2) With respect to RSUs, the Company uses the stock market price as of the grant date to determine the fair value of such RSUs. |
Concentrations of credit risk | v. Concentrations of credit risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, investments in short-term deposits and trade accounts receivable. As of December 31, 2022, and 2021, the Company had cash and cash equivalents totaling $20,024 thousand and $56,791 thousand, respectively, as well as short-term deposits of $128,363 thousand and $117,568 thousand as of December 31, 2022, and 2021, respectively, which are deposited in major Israeli, U.S, Japanese, German and Chinese financial institutions. The Company’s management believes that these financial institutions are financially sound. The Company extends different levels of credit to customers and does not require collateral deposits. As of December 31, 2022, and 2021, the Company did not have allowances for doubtful accounts. |
Income tax | w. Income taxes The Company accounts for income taxes using the asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and the deferred tax liabilities and assets for the future tax consequences of events that we have recognized in our financial statements or tax returns. The Company measures current and deferred tax liabilities and assets based on provisions of the relevant tax law. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that the Company believes is more likely than not to be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income, and ongoing tax planning strategies in assessing the need for a valuation allowance. The Company classifies interest and penalties relating to uncertain tax positions within income taxes. |
Forfeiture shares | x. Forfeiture shares Shares issued to PTK’s sponsor that are subject to forfeiture (“Forfeiture Shares”) are evaluated as equity-linked contracts rather than as outstanding shares. In accordance with ASC 815-40, the Forfeiture Shares are not solely indexed to the Company’s Ordinary Shares and therefore were accounted for as a liability on the consolidated balance sheet at the Closing Date. This liability is subject to re-measurement at each balance sheet date until the contingency settlement, and any change in fair value is recognized in the Company’s statement of operations. |
Public and Private Warrants | y. Public and Private Warrants The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”. Accordingly, both the Public and the Private Warrants are considered indexed to the entity’s own stock and are classified within equity. |
New Accounting Pronouncements | z. New Accounting Pronouncements Recently adopted accounting pronouncements: In February 2016, the FASB issued ASU No. 2016-02, Leases (“Topic 842”), which requires lessees to recognize operating and financing lease liabilities (“Lease Liabilities”) and corresponding right-of-use assets (“ROU Assets”) on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We early adopted this standard along with all subsequent ASU clarifications and improvements that are applicable to us on January 1, 2022, using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application and not restating comparative periods. Results and disclosure requirements for reporting periods beginning after January 1, 2022, are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting policies. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for in a manner similar to the accounting under existing guidance for operating leases today. ASC 842 provides a number of optional practical expedients in transition, which permits the Company not to reassess its prior conclusions regarding lease identification, lease classification and initial direct costs under the new standard. The Company elected to utilize the available package of practical expedients permitted under the transition guidance within ASC 842 which does not require it to reassess the prior conclusions about lease identification, lease classification and initial direct costs. Upon adoption of ASC 842, the Company recognized operating right-of-use assets of $4.9 million with corresponding operating lease liabilities on its consolidated balance sheet as of January 1, 2022. See Note 6 for further details. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes, 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. ASU No. 2019-12 is effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted Topic 740 on January 1, 2022, and the impact was immaterial on the Company’s consolidated balance sheet and the consolidated statements of operations upon adoption. Recently issued accounting pronouncements, not yet adopted: In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (“ASC 326”): Measurement of Credit Losses on Financial Instruments to introduce a new model for recognizing credit losses on financial instruments based on estimated current expected credit losses, or CECL. Under the new standard, an entity is required to estimate CECL on trade receivables at inception, based on historical information, current conditions, and reasonable and supportable forecasts. The guidance is effective for the Company for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Early application is permitted. The Company is currently evaluating the impact of adoption of the new standard on its consolidated financial statements. The adoption of this guidance will not have a significant impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment stated accumulated depreciation using the straight-line method over the estimated useful lives of the related assets | % Computers and software 33 Electronic and laboratory equipment 15-33 Furniture and office equipment 7 Production equipment 33-50 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | December 31 2022 2021 U.S. dollars in thousands Work in process 9,870 4,718 Finished goods 13,946 4,604 23,816 9,322 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | |
Schedule of property and equipment, net | December 31 2022 2021 U.S. dollars in thousands Cost: Electronic and laboratory equipment 4,538 4,045 Furniture and office equipment 407 407 Leasehold improvements 657 657 Production equipment 668 308 Computers and software 3,270 2,697 9,540 8,114 Less: accumulated depreciation (6,750 ) (5,373 ) Property and equipment, net 2,790 2,741 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Current Liabilities [Abstract] | |
Schedule of other current liabilities | December 31 2022 2021 U.S. dollars in thousands Accrued vacation 3,203 3,464 Taxes payable 514 40 Accrued expenses- related party 142 142 Accrued expenses - other 2,262 2,977 6,121 6,623 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of lease offices under various operating lease agreements | Year ending December 31, 2022 1,821 2023 348 2024 30 Total 2,199 |
Schedule of the total lease costs | Year Ended on U.S. dollars Operating lease cost: Fixed Payment 2,252 |
Schedule of the supplemental cash flow information related to operating leases | Year Ended on U.S. dollars Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases 2,093 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating lease liabilities arising from obtaining operating right-of-use assets, excluding the impact of $4.9 million recognized on initial adoption, refer to note 2(z) 648 |
Schedule of supplemental balance sheet information related to operating leases | December 31, U.S. dollars Operating lease right-of-use assets 3,824 Current maturities of operating leases 1,811 Non-current operating leases 1,624 Total operating lease liabilities 3,435 Weighted average remaining lease term (years) 2.00 Weighted annual average discount rate 13.09 % |
Schedule of lease offices under various operating lease agreements | December 31, U.S. dollars 2023 1,949 2024 1,855 2025 134 Total operating lease payments 3,938 Less: imputed interest (503 ) Present value of lease liabilities 3,435 |
Forfeiture Shares (Tables)
Forfeiture Shares (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Forfeiture Shares [Abstract] | |
Schedule of fair value of forfeited shares | December 31, December 31, Stock price 5.37 7.7 Expected term (years) 1.75-2.75 2.75-3.75 Expected volatility 51.37%-53.53 % 48.77%-48.92 % Risk-free interest rate 4.27%-4.49 % 0.91%-1.08 % |
Schedule of changes in fair value of forfeited shares | Year Ended Year Ended U.S. dollars in thousands Balance at beginning of year 4,658 - Issuance of Forfeiture Shares - 4,485 Changes in fair value (2,907 ) 173 Balance at end of year 1,751 4,658 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of share option plan | December 31, 2022 Number of Weighted-Average Exercise price Options outstanding at the beginning of the year 15,449,513 $ 0.73 Granted during the year 239,610 $ 6.28 Exercised during the year (1,635,347 ) $ 0.50 Forfeited during the year (105,627 ) $ 0.86 Outstanding at the end of the year 13,948,149 $ 0.85 Options exercisable at year-end 11,649,042 $ 0.77 |
Schedule of summarizes information about share options outstanding | Outstanding as of December 31, 2022 Exercisable as of December 31, 2022 Range of Number Weighted Weighted Aggregate Number Weighted Weighted Aggregate $ 0.15-$0.86 13,662,376 5.42 $ 0.74 63,194 11,535,649 5.03 $ 0.74 53,603 $ 1.87 5,963 8.03 $ 1.87 21 2,608 8.03 $ 1.87 9 $ 2.10 33,126 1.69 $ 2.10 108 33,126 1.69 $ 2.10 108 $ 5.36 140,000 6.50 $ 5.36 1 - - - - $ 7.58 99,610 6.04 $ 7.58 - 74,711 6.04 $ 7.58 - $ 9.07 7,074 5.96 $ 9.07 - 2,948 5.96 $ 9.07 - |
Schedule of options granted estimate the fair value of stock-based compensation award | 2022 2021 Expected term 6-10 6-10 Expected volatility 46.71%-47.71 % 46.71%-50.7 % Expected dividend rate 0 % 0 % Risk-free rate 1.31%-3.00 % 0.61%-1.74 % |
Schedule of classification of RSU's expenses | Year Ended December 31 2022 2021 2020 U.S. dollars in thousands Cost of revenue 233 158 178 Research and development 1,766 1,684 1,267 Selling, general and administrative 4,161 7,981 3,884 Total stock-based compensation -Stock Options 6,160 9,823 5,329 |
Schedule of company’s RSU’s | December 31, 2022 Number of RSUs Weighted-Average Grant Date Fair Value RSUs outstanding at the beginning of the year 133,384 $ 7.89 Granted during the year 3,996,976 $ 6.07 Vested during the year (118,514 ) $ 7.06 Forfeited during the year (232,130 ) $ 6.43 Outstanding at the end of the year 3,779,716 $ 6.08 |
Schedule of classification of RSU's expenses | Year Ended December 31 2022 2021 2020 U.S. dollars in thousands Cost of revenue 317 6 - Research and development 3,034 22 - Selling, general and administrative 2,578 18 - Total stock-based compensation-RSUs 5,929 46 - |
Financial Income (Expenses), _2
Financial Income (Expenses), Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Income (Expenses), Net [Abstract] | |
Schedule of financial income (expenses), net | Year Ended December 31 2022 2021 2020 U.S. dollars in thousands Foreign currency exchange differences (4,377 ) 1,295 2,592 Issuance costs attributed to Forfeiture Shares - (473 ) - Interest income on short-term deposits 2,298 311 849 Change in fair value of Warrants liability - - (109 ) Other 309 (31 ) (32 ) Total financial income (expenses), net (1,770 ) 1,102 3,300 |
Net Income (Loss) Per Ordinar_2
Net Income (Loss) Per Ordinary Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net Income (Loss) Per Ordinary Share [Abstract] | |
Schedule of basic and diluted net income (loss) per ordinary share | Year Ended December 31 2022 2021 (*) 2020 U.S. dollars in thousands Basic net loss per Ordinary Share Numerator: Net loss from continuing operations (27,667 ) (26,534 ) (19,635 ) Dividend on Series E Redeemable Preferred - (2,710 ) (3,428 ) Dividend on Series D Redeemable Preferred - (4,023 ) (5,090 ) Dividend on Series C Redeemable Preferred - (1,426 ) (1,805 ) Dividend on Series B-2 Redeemable Preferred - (985 ) (1,245 ) Dividend on Series B-1 Redeemable Preferred - (394 ) (498 ) Dividend on Series A Redeemable Preferred - (1,792 ) (2,264 ) Numerator for basic and diluted net loss per common share net loss attributable to common stockholders (27,667 ) (37,864 ) (33,965 ) Denominator: Denominator for basic and dilutive net loss per common share- adjusted weighted-average share 97,820,782 33,031,205 10,448,218 Basic and dilutive net loss per common share (0.28 ) (1.15 ) (3.25 ) (*) Pursuant to the Merger Agreement Closing, all the Company’s Preferred Shares were converted on a one-to-one basis into Company’s Ordinary Shares; The Company’s Articles of Association that was in effect prior the Merger Agreement Closing, stated that the Preferred Shares were entitled to dividend preference, according to which, upon declaration of dividend by the Company’s Board of Directors, such Preferred Shares shall be entitled to cumulative dividends as of their applicable issuance at an annual rate of 7% of the applicable Original Issue Price (compounded annually). Dividend on Redeemable Preferred Shares referred to the period that started on January 1, 2021 and ended on September 29, 2021 (Closing Date, refer to note 1(c)). |
Schedule of weighted-average ordinary shares of securities | 2022 2021 2020 Options 14,913,114 16,028,893 15,257,902 Restricted Stock Units 3,270,669 - - Warrants liability - 41,351 161,808 Private Warrants 3,330,000 1,683,500 - Public Warrants 5,750,000 2,906,944 - Forfeiture Shares 1,006,250 508,715 - Redeemable Convertible Preferred A shares - 24,584,645 32,901,384 Redeemable Convertible Preferred B-1 shares - 7,524,342 9,957,400 Redeemable Convertible Preferred B-2 shares - 13,950,841 18,670,270 Redeemable Convertible Preferred C shares - 7,042,522 9,424,938 Redeemable Convertible Preferred D shares - 14,431,585 19,313,646 Redeemable Convertible Preferred E shares - 8,279,726 11,080,674 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] [Standard Label] | |
Schedule of taxes on income | Year Ended December 31 2022 2021 2020 U.S. dollars in thousands Domestic (Israel) (27,959 ) (26,549 ) (19,935 ) Foreign 727 412 447 Loss before income taxes (27,232 ) (26,137 ) (19,488 ) |
Schedule of income tax expenses | Year Ended December 31 2022 2021 2020 U.S. dollars in thousands Domestic (Israel) 360 306 97 Foreign 91 101 67 Income tax expenses 451 407 164 |
Schedule of taxes on income | December 31 2022 2021 2020 U.S. dollars in thousands Current: Domestic 360 306 97 Foreign 91 101 67 Total 451 407 164 Deferred: Domestic - - - Foreign - - - Total - - - Income tax expenses 451 407 164 |
Schedule of reconciliation of income tax expense | December 31 2022 2021 2020 U.S. dollars in thousands Loss before taxes on income and before Equity in earnings of investee (27,232 ) (26,137 ) (19,488 ) Statutory tax rate in Israel 23 % 23 % 23 % Theoretical tax benefit (6,263 ) (6,011 ) (4,482 ) Increase (decrease) in taxes resulting from: Effect of different tax rates applicable in foreign jurisdictions (3 ) 1 4 Operating losses and other temporary differences for which valuation allowance was provided 5,505 3,773 3,224 Permanent differences 852 2,338 1,321 Tax prepayment and other 360 306 97 Actual taxes on income 451 407 164 |
Schedule of deferred tax assets and liabilities | December 31 2022 2021 U.S. dollars in thousands Deferred tax assets: Tax loss carryforwards 17,670 21,221 Research and development 10,861 7,526 Issuance costs 1,009 2,338 Employee and payroll accrued expenses 700 763 Operating lease liabilities 742 - Share-based compensation 1,364 - Other 38 44 Total deferred tax assets 32,384 31,892 Deferred tax liabilities: Operating lease right-of-use assets 832 - Total deferred tax liabilities 832 - Total deferred tax assets, net 31,552 31,892 Less valuation allowance for deferred tax assets (31,552 ) (31,892 ) Deferred tax assets - - |
Segment and Revenue by Geogra_2
Segment and Revenue by Geography and by Major Customer (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of evaluating financial performance and allocating resources | Year Ended December 31, 2022 Audio-Video Automotive Consolidated U.S. dollars in thousands Revenues 74,540 16,175 90,715 Gross profit 58,425 4,965 63,390 Research and development expenses 20,901 37,306 58,207 Sales and marketing expenses 7,290 9,669 16,959 General and administrative expenses 8,259 8,334 16,593 Segment operating profit (loss) 21,975 (50,344 ) (28,369 ) Change in fair value of Forfeiture Shares 2,907 Financial income, net (1,770 ) Loss before taxes on income (27,232 ) Depreciation expenses 641 736 1,377 Year Ended December 31, 2021 Audio-Video Automotive Consolidated U.S. dollars in thousands Revenues 62,801 7,883 70,684 Gross profit 48,909 1,670 50,579 Research and development expenses 14,054 32,821 46,875 Sales and marketing expenses 6,944 7,270 14,214 General and administrative expenses 8,322 8,234 16,556 Segment operating profit (loss) 19,589 (46,655 ) (27,066 ) Change in fair value of Forfeiture Shares (173 ) Financial income, net 1,102 Loss before taxes on income (26,137 ) Depreciation expenses 371 728 1,099 Year Ended December 31, 2020 Audio-Video Automotive Consolidated U.S. dollars in thousands Revenues 54,843 2,067 56,910 Gross profit (loss) 43,609 (131 ) 43,478 Research and development expenses 13,116 31,609 44,725 Sales and marketing expenses 6,625 7,032 13,657 General and administrative expenses 4,064 3,820 7,884 Segment operating profit (loss) 19,804 (42,592 ) (22,788 ) Financial income, net 3,300 Loss before taxes on income (19,488 ) Depreciation expenses 419 674 1,093 |
Schedule of table shows revenue by geography | Year Ended December 31 2022 2021 2020 U.S. dollars in thousands Israel 2,803 1,670 1,028 China 9,609 15,574 11,989 Hong Kong 15,157 13,964 9,780 United States 17,494 10,842 7,969 Mexico 4,443 2,381 7,708 Japan 9,238 7,669 6,802 Hungary 11,205 5,978 1,424 Other 20,766 12,606 10,210 90,715 70,684 56,910 |
Schedule of supplemental data - major customers | December 31 2022 2021 Accounts Receivable U.S. dollars in thousands Customer A 9 % 16 % Customer B 10 % 12 % Customer C 26 % 20 % Customer D 16 % 0 % Year Ended December 31 2022 2021 2020 U.S. dollars in thousands Revenues Customer A 7 % 9 % 10 % Customer C 12 % 10 % 17 % Customer E 10 % 11 % 12 % Customer F 10 % 6 % 6 % |
Schedule of long lived assets by geography | Year Ended December 31 2022 2021 2020 U.S. dollars in thousands Domestic (Israel) 5,827 2,259 1,543 Taiwan 184 199 344 China 225 210 312 USA 217 73 151 Singapore 124 - - Other 37 - 3 6,614 2,741 2,353 |
General (Details)
General (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Sep. 29, 2021 | Mar. 31, 2010 | Dec. 31, 2022 | |
General (Details) [Line Items] | |||
Warrants shares | 6,660,000 | ||
Convertible into common stock | 9,080,000 | ||
Converted shares | one | ||
Ordinary shares subject to forfeiture | 5,867,763 | ||
Total proceeds | $ 29.9 | ||
Share price per share | $ 10 | ||
Reverse stock split | 67,242,640 | ||
General and administrative expenses | $ 3.4 | ||
Forfeiture Shares liability | $ 4.5 | ||
HDBaseT Licensing LLC [Member] | |||
General (Details) [Line Items] | |||
Interest rate | 25% | ||
PTK [Member] | |||
General (Details) [Line Items] | |||
Warrants shares | 18,160,000 | ||
PTK Sponsor [Member] | |||
General (Details) [Line Items] | |||
Ordinary shares, shares issued | 2,875,000 | ||
Public Warrants [Member] | |||
General (Details) [Line Items] | |||
Warrants shares | 11,500,000 | ||
Public Warrants [Member] | PTK [Member] | |||
General (Details) [Line Items] | |||
Warrants shares | 11,500,000 | ||
Private Warrants [Member] | PTK [Member] | |||
General (Details) [Line Items] | |||
Warrants shares | 6,660,000 | ||
Valens Ordinary Shares [Member] | PTK Sponsor [Member] | |||
General (Details) [Line Items] | |||
Ownership percentage | 35% | ||
PIPE Financing [Member] | |||
General (Details) [Line Items] | |||
Net proceeds | $ 131.6 | ||
Underwriting fees and issuance costs | 23.4 | ||
Reduction to shareholders’ equity | 20.8 | ||
Statements of operations | 2.6 | ||
General and administrative expenses | 2.1 | ||
Financial income, net | $ 0.5 | ||
PTK Sponsor [Member] | Common Stock [Member] | |||
General (Details) [Line Items] | |||
Ordinary shares, shares issued | 1,006,250 | ||
Private Investment In Public Equity Investors [Member] | |||
General (Details) [Line Items] | |||
Aggregate shares | 12,500,000 | ||
Share price per share | $ 10 | ||
Gross proceeds | $ 125 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Short term deposits, interest rate | 4.20% | 0.60% | ||
Monthly deposits of employees | 8.33% | |||
Severance payment calculation, description | Chinese subsidiary: The Chinese subsidiary liability for severance pay for its local employees is calculated in accordance with the Chinese law. The severance payment is calculated as the product of A x B, where A is the lower of a) most recent monthly salary paid to employees or b) cap of RMB 24,633 (approximately $3,600), and B is the length of employment in the Company (years). The Company does not make deposits in third party funds, hence, records the potential liability within Other long-term liabilities in the balance sheet. | |||
Deferred revenue | $ 0 | $ 54 | ||
Revenues recognized | 54 | 76 | ||
Internal sales commissions recorded In sales and marketing expense | $ 615 | 790 | $ 412 | |
Expected dividend yield | 0 | |||
Cash and cash equivalents | $ 20,024 | 56,791 | ||
Short-term deposits | 128,363 | 117,568 | ||
Operating lease liabilities | $ 4,900 | |||
Equity Investee [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Other assets | $ 17 | $ 17 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment stated accumulated depreciation using the straight-line method over the estimated useful lives of the related assets | Dec. 31, 2022 |
Computers and Software [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment stated accumulated depreciation using the straight-line method over the estimated useful lives of the related assets [Line Items] | |
Property and equipment, depreciation percentage | 33% |
Electronic and laboratory equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment stated accumulated depreciation using the straight-line method over the estimated useful lives of the related assets [Line Items] | |
Property and equipment, depreciation percentage | 15% |
Electronic and laboratory equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment stated accumulated depreciation using the straight-line method over the estimated useful lives of the related assets [Line Items] | |
Property and equipment, depreciation percentage | 33% |
Furniture and office equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment stated accumulated depreciation using the straight-line method over the estimated useful lives of the related assets [Line Items] | |
Property and equipment, depreciation percentage | 7% |
Production equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment stated accumulated depreciation using the straight-line method over the estimated useful lives of the related assets [Line Items] | |
Property and equipment, depreciation percentage | 33% |
Production equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment stated accumulated depreciation using the straight-line method over the estimated useful lives of the related assets [Line Items] | |
Property and equipment, depreciation percentage | 50% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |||
Inventory write downs | $ 23 | $ 0 | $ 73 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Inventories [Abstract] | ||
Work in process | $ 9,870 | $ 4,718 |
Finished goods | 13,946 | 4,604 |
Total | $ 23,816 | $ 9,322 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, Net [Abstract] | |||
Depreciation expenses | $ 1,377 | $ 1,099 | $ 1,093 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 9,540 | $ 8,114 |
Less: accumulated depreciation | (6,750) | (5,373) |
Property and equipment, net | 2,790 | 2,741 |
Electronic and laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,538 | 4,045 |
Furniture and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 407 | 407 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 657 | 657 |
Production equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 668 | 308 |
Computers and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,270 | $ 2,697 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - Schedule of other current liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Other Current Liabilities [Abstract] | ||
Accrued vacation | $ 3,203 | $ 3,464 |
Taxes payable | 514 | 40 |
Accrued expenses- related party | 142 | 142 |
Accrued expenses - other | 2,262 | 2,977 |
Total other current liabilities | $ 6,121 | $ 6,623 |
Leases (Details)
Leases (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) m² | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Leases [Abstract] | |||
Operating lease expenses | $ 2,670,000 | $ 2,527,000 | |
Lease terms | 3 years | ||
Square meters (in Square Meters) | m² | 5,500 | ||
Lease period | 2 years | ||
Extended lease | 1 year | ||
Rent payment | $ 132,000 | ||
Monthly rent payment | 1,000 | ||
Lease payments | $ 31,000 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease offices under various operating lease agreements $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Schedule Of Lease Offices Under Various Operating Lease Agreements Abstract | |
2022 | $ 1,821 |
2023 | 348 |
2024 | 30 |
Total | $ 2,199 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of the total lease costs $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule Of The Total Lease Costs [Abstract] | |
Fixed Payment | $ 2,252 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of the supplemental cash flow information related to operating leases $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule Of The Supplemental Cash Flow Information Related To Operating Leases [Abstract] | |
Operating cash flows for operating leases | $ 2,093 |
Operating lease liabilities arising from obtaining operating right-of-use assets, excluding the impact of $4.9 million recognized on initial adoption, refer to note 2(z) | $ 648 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of the supplemental cash flow information related to operating leases (Parentheticals) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule Of The Supplemental Cash Flow Information Related To Operating Leases [Abstract] | |
Operating lease liabilities arising from obtaining operating right-of-use assets, excluding the impact of recognized on initial adoption | $ 4,900 |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of supplemental balance sheet information related to operating leases $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule Of Supplemental Balance Sheet Information Related To Operating Leases [Abstract] | |
Operating lease right-of-use assets | $ 3,824 |
Current maturities of operating leases | 1,811 |
Non-current operating leases | 1,624 |
Total operating lease liabilities | $ 3,435 |
Weighted average remaining lease term (years) | 2 years |
Weighted annual average discount rate | 13.09% |
Leases (Details) - Schedule o_6
Leases (Details) - Schedule of the maturities of operating lease liabilities $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule Of The Maturities Of Operating Lease Liabilities [Abstract] | |
2023 | $ 1,949 |
2024 | 1,855 |
2025 | 134 |
Total operating lease payments | 3,938 |
Less: imputed interest | (503) |
Present value of lease liabilities | $ 3,435 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingent Liabilities (Details) [Line Items] | |||
Additional royalties per chip (in Dollars per share) | $ 0.1 | ||
Total value of open purchase orders | $ 19,418 | $ 50,591 | |
Purchase obligation | $ 2,783 | 6,563 | |
Minimum [Member] | |||
Commitments and Contingent Liabilities (Details) [Line Items] | |||
Percentage of net revenues per chip paid as royalty | 0.50% | ||
Maximum [Member] | |||
Commitments and Contingent Liabilities (Details) [Line Items] | |||
Percentage of net revenues per chip paid as royalty | 3.50% | ||
Cost of Sales [Member] | |||
Commitments and Contingent Liabilities (Details) [Line Items] | |||
Royalty expense | $ 903 | $ 844 | $ 711 |
Forfeiture Shares (Details)
Forfeiture Shares (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Forfeiture Shares (Details) [Line Items] | |
Shares issued with respect forfeiture (in Shares) | shares | 1,006,250 |
Fair value of shares (in Dollars) | $ | $ 4,485 |
Stock price per share (in Dollars per share) | $ / shares | $ 7.4 |
Maximum [Member] | |
Forfeiture Shares (Details) [Line Items] | |
Expected volatility | 50.31% |
Risk-free interest rate | 0.76% |
Minimum [Member] | |
Forfeiture Shares (Details) [Line Items] | |
Expected volatility | 47.74% |
Risk-free interest rate | 0.53% |
Monte-Carlo [Member] | Maximum [Member] | |
Forfeiture Shares (Details) [Line Items] | |
Expected term | 4 years |
Monte-Carlo [Member] | Minimum [Member] | |
Forfeiture Shares (Details) [Line Items] | |
Expected term | 3 years |
Forfeiture Shares (Details) - S
Forfeiture Shares (Details) - Schedule of fair value of forfeited shares - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Forfeiture Shares (Details) - Schedule of fair value of forfeited shares [Line Items] | ||
Stock price (in Dollars per share) | $ 5.37 | $ 7.7 |
Minimum [Member] | ||
Forfeiture Shares (Details) - Schedule of fair value of forfeited shares [Line Items] | ||
Expected term (years) | 1 year 9 months | 2 years 9 months |
Expected volatility | 51.37% | 48.77% |
Risk-free interest rate | 4.27% | 0.91% |
Maximum [Member] | ||
Forfeiture Shares (Details) - Schedule of fair value of forfeited shares [Line Items] | ||
Expected term (years) | 2 years 9 months | 3 years 9 months |
Expected volatility | 53.53% | 48.92% |
Risk-free interest rate | 4.49% | 1.08% |
Forfeiture Shares (Details) -_2
Forfeiture Shares (Details) - Schedule of changes in fair value of forfeited shares - Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of year | $ 4,658 | |
Issuance of Forfeiture Shares | 4,485 | |
Changes in fair value | (2,907) | 173 |
Balance at end of year | $ 1,751 | $ 4,658 |
Shareholders Equity (Details)
Shareholders Equity (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Shareholders Equity (Details) [Line Items] | |
Public warrants shares | 6,660,000 |
Price per share warrants | $ / shares | $ 0.01 |
Ordinary shares equals or exceeds per share | $ / shares | $ 18 |
Convertible shares | 3,330,000 |
PTK Acquisition Corp [Member] | |
Shareholders Equity (Details) [Line Items] | |
Warrant price per share | $ / shares | $ 11.5 |
Public Warrants [Member] | |
Shareholders Equity (Details) [Line Items] | |
Public warrants shares | 11,500,000 |
Ordinary shares | 5,750,000 |
Price per share | $ / shares | $ 11.5 |
Private Warrants [Member] | |
Shareholders Equity (Details) [Line Items] | |
Private warrants shares | 6,660,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation (Details) [Line Items] | ||||
Sharebased payment award, vesting rights percentage | 25% | |||
Share based compensation | 814,272 | |||
Unrecognized compensation costs (in Dollars) | $ 362 | |||
Options respectively granted (in Dollars per share) | $ 239,610 | $ 321,777 | $ 3,347,705 | |
Unvested stock options | 8,116,000 | |||
Weighted-average period | 1 year 10 months 20 days | |||
Valens Semiconductor Ltd. 2021 Share Incentive Plan [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Sharebased payment award, vesting rights percentage | 25% | |||
Common stock capital shares reserved for future issuance additions | 8,370,000 | 2,318,860 | ||
Ordinary shares, reserved for issuance | 28,383,788 | 28,383,788 | ||
Minimum [Member] | Valens Semiconductor Ltd. 2021 Share Incentive Plan [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Share based payment award, expiration period | 7 years | |||
Maximum [Member] | Valens Semiconductor Ltd. 2021 Share Incentive Plan [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Share based payment award, expiration period | 10 years | |||
Share-Based Payment Arrangement, Option [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Share based compensation | 814,272 | |||
Share-Based Payment Arrangement, Option [Member] | Merger And Acquisition Transaction [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Number Of Outstanding Options Unvested | 1,439,160 | |||
Unrecognized compensation costs (in Dollars) | $ 4,284 | |||
Cost expected to be expensed, weighted average period | 1 year 5 months 4 days | |||
Restricted Stock Units (RSUs) [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Cost expected to be expensed, weighted average period | 3 years 29 days | |||
Nonvested award, excluding option, cost not yet recognized, amount (in Dollars) | $ 16,516 | |||
Share-based compensation arrangement by share-based payment award equity instruments granted | 3,996,976 | |||
Restricted Stock Units (RSUs) [Member] | Related Parties [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Share-based compensation arrangement by share-based payment award equity instruments granted | 515,103 | 7,398 | 0 | |
General and Administrative Expense [Member] | Share-Based Payment Arrangement, Option [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Share-based Payment Arrangement, Accelerated Cost (in Dollars) | $ 3,396 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of share option plan | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Schedule of share option plan [Abstract] | |
Number of Options outstanding, Beginning balance | shares | 15,449,513 |
Weighted- Average Exercise price, Beginning balance | $ / shares | $ 0.73 |
Number of Options, Granted | shares | 239,610 |
Weighted- Average Exercise price, Granted | $ / shares | $ 6.28 |
Number of Options, Exercised | | shares | (1,635,347) |
Weighted- Average Exercise price, Exercised | $ / shares | $ 0.5 |
Number of Options, Forfeited | shares | (105,627) |
Weighted- Average Exercise price, Forfeited | $ / shares | $ 0.86 |
Number of Options outstanding, Ending balance | shares | 13,948,149 |
Weighted- Average Exercise price, Ending balance | $ / shares | $ 0.85 |
Number of Options, exercisable | shares | 11,649,042 |
Weighted- Average Exercise price, exercisable | $ / shares | $ 0.77 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of summarizes information about share options outstanding $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Range of exercise prices one [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Lower Range Limit | $ 0.15 |
Upper Range Limit | $ 0.86 |
Number outstanding (in Shares) | shares | 13,662,376 |
Weighted average remaining contractual term | 5 years 5 months 1 day |
Weighted average exercise price | $ 0.74 |
Aggregate intrinsic value (in Dollars) | $ | $ 63,194 |
Number of Options, exercisable (in Shares) | shares | 11,535,649 |
Weighted average remaining contractual term | 5 years 10 days |
Weighted- Average Exercise price, exercisable | $ 0.74 |
Aggregate intrinsic value (in Dollars) | $ | $ 53,603 |
Range of exercise prices two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Upper Range Limit | $ 1.87 |
Number outstanding (in Shares) | shares | 5,963 |
Weighted average remaining contractual term | 8 years 10 days |
Weighted average exercise price | $ 1.87 |
Aggregate intrinsic value (in Dollars) | $ | $ 21 |
Number of Options, exercisable (in Shares) | shares | 2,608 |
Weighted average remaining contractual term | 8 years 10 days |
Weighted- Average Exercise price, exercisable | $ 1.87 |
Aggregate intrinsic value (in Dollars) | $ | $ 9 |
Range of exercise prices three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Upper Range Limit | $ 2.1 |
Number outstanding (in Shares) | shares | 33,126 |
Weighted average remaining contractual term | 1 year 8 months 8 days |
Weighted average exercise price | $ 2.1 |
Aggregate intrinsic value (in Dollars) | $ | $ 108 |
Number of Options, exercisable (in Shares) | shares | 33,126 |
Weighted average remaining contractual term | 1 year 8 months 8 days |
Weighted- Average Exercise price, exercisable | $ 2.1 |
Aggregate intrinsic value (in Dollars) | $ | $ 108 |
Range of exercise prices four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Upper Range Limit | $ 5.36 |
Number outstanding (in Shares) | shares | 140,000 |
Weighted average remaining contractual term | 6 years 6 months |
Weighted average exercise price | $ 5.36 |
Aggregate intrinsic value (in Dollars) | $ | $ 1 |
Number of Options, exercisable (in Shares) | shares | |
Weighted average remaining contractual term | |
Weighted- Average Exercise price, exercisable | |
Aggregate intrinsic value (in Dollars) | $ | |
Range of exercise prices five [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Upper Range Limit | $ 7.58 |
Number outstanding (in Shares) | shares | 99,610 |
Weighted average remaining contractual term | 6 years 14 days |
Weighted average exercise price | $ 7.58 |
Aggregate intrinsic value (in Dollars) | $ | |
Number of Options, exercisable (in Shares) | shares | 74,711 |
Weighted average remaining contractual term | 6 years 14 days |
Weighted- Average Exercise price, exercisable | $ 7.58 |
Aggregate intrinsic value (in Dollars) | $ | |
Range of exercise prices six [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Upper Range Limit | $ 9.07 |
Number outstanding (in Shares) | shares | 7,074 |
Weighted average remaining contractual term | 5 years 11 months 15 days |
Weighted average exercise price | $ 9.07 |
Aggregate intrinsic value (in Dollars) | $ | |
Number of Options, exercisable (in Shares) | shares | 2,948 |
Weighted average remaining contractual term | 5 years 11 months 15 days |
Weighted- Average Exercise price, exercisable | $ 9.07 |
Aggregate intrinsic value (in Dollars) | $ |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of options granted estimate the fair value of stock-based compensation award | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) - Schedule of options granted estimate the fair value of stock-based compensation award [Line Items] | ||
Expected dividend rate | 0% | 0% |
Minimum [Member] | ||
Stock-Based Compensation (Details) - Schedule of options granted estimate the fair value of stock-based compensation award [Line Items] | ||
Expected term | 6 years | 6 years |
Expected volatility | 46.71% | 46.71% |
Risk-free rate | 1.31% | 0.61% |
Maximum [Member] | ||
Stock-Based Compensation (Details) - Schedule of options granted estimate the fair value of stock-based compensation award [Line Items] | ||
Expected term | 10 years | 10 years |
Expected volatility | 47.71% | 50.70% |
Risk-free rate | 3% | 1.74% |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of stock options expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation -Stock Options | $ 6,160 | $ 9,823 | $ 5,329 |
Cost of revenue [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation -Stock Options | 233 | 158 | 178 |
Research and development [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation -Stock Options | 1,766 | 1,684 | 1,267 |
Selling, general and administrative [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation -Stock Options | $ 4,161 | $ 7,981 | $ 3,884 |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Details) - Schedule of company’s RSU’s - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Stock-Based Compensation (Details) - Schedule of company’s RSU’s [Line Items] | |
Number of Options Outstanding, Beginning Balance | shares | 133,384 |
Weighted-Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 7.89 |
Number of Options, Granted | shares | 3,996,976 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | $ 6.07 |
Number of Options, Vested | shares | (118,514) |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | $ 7.06 |
Number of Options, Forfeited | shares | (232,130) |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | $ 6.43 |
Number of Options Outstanding, Ending Balance | shares | 3,779,716 |
Weighted-Average Grant Date Fair Value, Ending Balance | $ / shares | $ 6.08 |
Stock-Based Compensation (Det_7
Stock-Based Compensation (Details) - Schedule of classification of RSU's expenses - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cost of revenue [Member] | ||
Stock-Based Compensation (Details) - Schedule of classification of RSU's expenses [Line Items] | ||
Total stock-based compensation-RSUs | $ 317 | $ 6 |
Research and development [Member] | ||
Stock-Based Compensation (Details) - Schedule of classification of RSU's expenses [Line Items] | ||
Total stock-based compensation-RSUs | 3,034 | 22 |
Selling, general and administrative [Member] | ||
Stock-Based Compensation (Details) - Schedule of classification of RSU's expenses [Line Items] | ||
Total stock-based compensation-RSUs | 2,578 | 18 |
Total stock-based compensation-RSUs [Member] | ||
Stock-Based Compensation (Details) - Schedule of classification of RSU's expenses [Line Items] | ||
Total stock-based compensation-RSUs | $ 5,929 | $ 46 |
Financial Income (Expenses), _3
Financial Income (Expenses), Net (Details) - Schedule of financial income (expenses), net - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Financial Income Net [Abstract] | |||
Foreign currency exchange differences | $ (4,377) | $ 1,295 | $ 2,592 |
Issuance costs attributed to Forfeiture Shares | (473) | ||
Interest income on short-term deposits | 2,298 | 311 | 849 |
Change in fair value of Warrants liability | (109) | ||
Other | 309 | (31) | (32) |
Total financial income (expenses), net | $ (1,770) | $ 1,102 | $ 3,300 |
Net Income (Loss) Per Ordinar_3
Net Income (Loss) Per Ordinary Share (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Net Income (Loss) Per Ordinary Share [Abstract] | |
Annual rate percentage | 7% |
Net Income (Loss) Per Ordinar_4
Net Income (Loss) Per Ordinary Share (Details) - Schedule of basic and diluted net income (loss) per ordinary share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | [1] | Dec. 31, 2020 | |
Numerator: | ||||
Net loss from continuing operations | $ (27,667) | $ (26,534) | $ (19,635) | |
Numerator for basic and diluted net loss per common share net loss attributable to common stockholders | $ (27,667) | $ (37,864) | $ (33,965) | |
Denominator: | ||||
Denominator for basic and dilutive net loss per common share- adjusted weighted-average share (in Shares) | 97,820,782 | 33,031,205 | 10,448,218 | |
Basic and dilutive net loss per common share (in Dollars per share) | $ (0.28) | $ (1.15) | $ (3.25) | |
Dividend on Series E Redeemable Preferred [Member] | ||||
Numerator: | ||||
Redeemable Preferred Stock Dividends | $ (2,710) | $ (3,428) | ||
Dividend on Series D Redeemable Preferred [Member] | ||||
Numerator: | ||||
Redeemable Preferred Stock Dividends | (4,023) | (5,090) | ||
Dividend on Series C Redeemable Preferred [Member] | ||||
Numerator: | ||||
Redeemable Preferred Stock Dividends | (1,426) | (1,805) | ||
Dividend on Series B-2 Redeemable Preferred [Member] | ||||
Numerator: | ||||
Redeemable Preferred Stock Dividends | (985) | (1,245) | ||
Dividend on Series B-1 Redeemable Preferred [Member] | ||||
Numerator: | ||||
Redeemable Preferred Stock Dividends | (394) | (498) | ||
Dividend on Series A Redeemable Preferred [Member] | ||||
Numerator: | ||||
Redeemable Preferred Stock Dividends | $ (1,792) | $ (2,264) | ||
[1]Pursuant to the Merger Agreement Closing, all the Company’s Preferred Shares were converted on a one-to-one basis into Company’s Ordinary Shares; The Company’s Articles of Association that was in effect prior the Merger Agreement Closing, stated that the Preferred Shares were entitled to dividend preference, according to which, upon declaration of dividend by the Company’s Board of Directors, such Preferred Shares shall be entitled to cumulative dividends as of their applicable issuance at an annual rate of 7% of the applicable Original Issue Price (compounded annually). Dividend on Redeemable Preferred Shares referred to the period that started on January 1, 2021 and ended on September 29, 2021 (Recapitalization Closing Date, refer to note 1(c)). |
Net Income (Loss) Per Ordinar_5
Net Income (Loss) Per Ordinary Share (Details) - Schedule of basic and diluted net income (loss) per ordinary share (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Basic And Diluted Net Income Loss Per Ordinary Share [Abstract] | |||
Denominator for dilutive net loss per common share- adjusted weighted-average share | 97,820,782 | 33,031,205 | 10,448,218 |
Dilutive net loss per common share | $ (0.28) | $ (1.15) | $ (3.25) |
Net Income (Loss) Per Ordinar_6
Net Income (Loss) Per Ordinary Share (Details) - Schedule of weighted-average ordinary shares of securities - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,913,114 | 16,028,893 | 15,257,902 |
Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,270,669 | ||
Warrants Liability [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 41,351 | 161,808 | |
Private Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,330,000 | 1,683,500 | |
Public Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,750,000 | 2,906,944 | |
Forfeiture Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,006,250 | 508,715 | |
Redeemable Convertible Preferred A Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 24,584,645 | 32,901,384 | |
Redeemable Convertible Preferred B-1 Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,524,342 | 9,957,400 | |
Redeemable Convertible Preferred B-2 Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13,950,841 | 18,670,270 | |
Redeemable Convertible Preferred C Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,042,522 | 9,424,938 | |
Redeemable Convertible Preferred D Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,431,585 | 19,313,646 | |
Redeemable Convertible Preferred E Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,279,726 | 11,080,674 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) [Line Items] | |||
Tax rate | 23% | 23% | 23% |
State tax rate | 8.84% | ||
Valuation allowance | $ 31,552 | $ 31,892 | |
Change in valuation allowance | $ 340 | (9,595) | $ (4,500) |
Ultimate settlement percentage | 50% | ||
Israel [Member] | |||
Income Taxes (Details) [Line Items] | |||
Carry forward loss | $ 73,000 | $ 88,000 | $ 85,000 |
California [Member] | |||
Income Taxes (Details) [Line Items] | |||
Carry forward loss | $ 5,000 | ||
State tax rate | 8.84% | ||
Texas [Member] | |||
Income Taxes (Details) [Line Items] | |||
State tax rate | 0.75% | ||
Japan [Member] | |||
Income Taxes (Details) [Line Items] | |||
Tax rate | 36% | ||
Germany [Member] | |||
Income Taxes (Details) [Line Items] | |||
Tax rate | 30% | ||
China [Member] | |||
Income Taxes (Details) [Line Items] | |||
Tax rate | 5% | ||
Israel [Member] | |||
Income Taxes (Details) [Line Items] | |||
Tax rate | 23% | ||
United States [Member] | |||
Income Taxes (Details) [Line Items] | |||
Tax rate | 21% | ||
Carry forward loss subject to limitation, description | carry forward loss is subject to the 382 limitation and has no expiration date. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income (loss) before income taxes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) - Schedule of income (loss) before income taxes [Line Items] | |||
Loss before income taxes | $ (27,232) | $ (26,137) | $ (19,488) |
Domestic (Israel) [Member] | |||
Income Taxes (Details) - Schedule of income (loss) before income taxes [Line Items] | |||
Domestic (Israel) | (27,959) | (26,549) | (19,935) |
Foreign [Member] | |||
Income Taxes (Details) - Schedule of income (loss) before income taxes [Line Items] | |||
Foreign | $ 727 | $ 412 | $ 447 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Income Tax Expenses [Abstract] | |||
Domestic (Israel) | $ 360 | $ 306 | $ 97 |
Foreign | 91 | 101 | 67 |
Income tax expenses | $ 451 | $ 407 | $ 164 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of taxes on income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Domestic | $ 360 | $ 306 | $ 97 |
Foreign | 91 | 101 | 67 |
Total | 451 | 407 | 164 |
Deferred: | |||
Domestic | |||
Foreign | |||
Total | |||
Income tax expenses | $ 451 | $ 407 | $ 164 |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of reconciliation of income tax expense - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Loss before taxes on income and before Equity in earnings of investee | $ (27,232) | $ (26,137) | $ (19,488) |
Statutory tax rate in Israel | 23% | 23% | 23% |
Theoretical tax benefit | $ (6,263) | $ (6,011) | $ (4,482) |
Effect of different tax rates applicable in foreign jurisdictions | (3) | 1 | 4 |
Operating losses and other temporary differences for which valuation allowance was provided | 5,505 | 3,773 | 3,224 |
Permanent differences | 852 | 2,338 | 1,321 |
Tax prepayment and other | 360 | 306 | 97 |
Actual taxes on income | $ 451 | $ 407 | $ 164 |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Tax loss carryforwards | $ 17,670 | $ 21,221 |
Research and development | 10,861 | 7,526 |
Issuance costs | 1,009 | 2,338 |
Employee and payroll accrued expenses | 700 | 763 |
Operating lease liabilities | 742 | |
Share-based compensation | 1,364 | |
Other | 38 | 44 |
Total deferred tax assets | 32,384 | 31,892 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | 832 | |
Total deferred tax liabilities | 832 | |
Total deferred tax assets, net | 31,552 | 31,892 |
Less valuation allowance for deferred tax assets | (31,552) | (31,892) |
Deferred tax assets |
Segment and Revenue by Geogra_3
Segment and Revenue by Geography and by Major Customer (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment and Revenue by Geogra_4
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of evaluating financial performance and allocating resources - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 90,715 | $ 70,684 | $ 56,910 |
Gross profit (loss) | 63,390 | 50,579 | 43,478 |
Research and development expenses | (58,207) | (46,875) | (44,725) |
Sales and marketing expenses | (16,959) | (14,214) | (13,657) |
General and administrative expenses | (16,593) | (16,556) | (7,884) |
Segment operating profit (loss) | (28,369) | (27,066) | (22,788) |
Financial income, net | (1,770) | 1,102 | 3,300 |
Loss before taxes on income | 27,683 | 26,544 | 19,652 |
Depreciation expenses | 1,377 | 1,099 | 1,093 |
Audio Video [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 74,540 | 62,801 | 54,843 |
Gross profit (loss) | 58,425 | 48,909 | 43,609 |
Research and development expenses | 20,901 | 14,054 | 13,116 |
Sales and marketing expenses | 7,290 | 6,944 | 6,625 |
General and administrative expenses | 8,259 | 8,322 | 4,064 |
Segment operating profit (loss) | 21,975 | 19,589 | 19,804 |
Depreciation expenses | 641 | 371 | 419 |
Automotive [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 16,175 | 7,883 | 2,067 |
Gross profit (loss) | 4,965 | 1,670 | (131) |
Research and development expenses | 37,306 | 32,821 | 31,609 |
Sales and marketing expenses | 9,669 | 7,270 | 7,032 |
General and administrative expenses | 8,334 | 8,234 | 3,820 |
Segment operating profit (loss) | (50,344) | (46,655) | (42,592) |
Depreciation expenses | 736 | 728 | 674 |
Consolidated [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 90,715 | 70,684 | 56,910 |
Gross profit (loss) | 63,390 | 50,579 | 43,478 |
Research and development expenses | 58,207 | 46,875 | 44,725 |
Sales and marketing expenses | 16,959 | 14,214 | 13,657 |
General and administrative expenses | 16,593 | 16,556 | 7,884 |
Segment operating profit (loss) | (28,369) | (27,066) | (22,788) |
Change in fair value of Forfeiture Shares | 2,907 | (173) | |
Financial income, net | (1,770) | 1,102 | 3,300 |
Loss before taxes on income | (27,232) | (26,137) | (19,488) |
Depreciation expenses | $ 1,377 | $ 1,099 | $ 1,093 |
Segment and Revenue by Geogra_5
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of table shows revenue by geography - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of table shows revenue by geography [Line Items] | |||
Revenues | $ 90,715 | $ 70,684 | $ 56,910 |
Israel [Member] | |||
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of table shows revenue by geography [Line Items] | |||
Revenues | 2,803 | 1,670 | 1,028 |
China [Member] | |||
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of table shows revenue by geography [Line Items] | |||
Revenues | 9,609 | 15,574 | 11,989 |
Hong Kong [Member] | |||
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of table shows revenue by geography [Line Items] | |||
Revenues | 15,157 | 13,964 | 9,780 |
United States [Member] | |||
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of table shows revenue by geography [Line Items] | |||
Revenues | 17,494 | 10,842 | 7,969 |
Mexico [Member] | |||
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of table shows revenue by geography [Line Items] | |||
Revenues | 4,443 | 2,381 | 7,708 |
Japan [Member] | |||
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of table shows revenue by geography [Line Items] | |||
Revenues | 9,238 | 7,669 | 6,802 |
Hungary [Member] | |||
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of table shows revenue by geography [Line Items] | |||
Revenues | 11,205 | 5,978 | 1,424 |
Other [Member] | |||
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of table shows revenue by geography [Line Items] | |||
Revenues | $ 20,766 | $ 12,606 | $ 10,210 |
Segment and Revenue by Geogra_6
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of supplemental data - major customers | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable [Member] | Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 9% | 16% | |
Accounts Receivable [Member] | Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10% | 12% | |
Accounts Receivable [Member] | Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 26% | 20% | |
Customer D [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 16% | 0% | |
Revenues [Member] | Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 7% | 9% | 10% |
Revenues [Member] | Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 12% | 10% | 17% |
Revenues [Member] | Customer E [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10% | 11% | 12% |
Revenues [Member] | Customer F [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10% | 6% | 6% |
Segment and Revenue by Geogra_7
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of long lived assets by geography - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of long lived assets by geography [Line Items] | |||
Long lived assets | $ 6,614 | $ 2,741 | $ 2,353 |
Domestic (Israel) [Member] | |||
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of long lived assets by geography [Line Items] | |||
Long lived assets | 5,827 | 2,259 | 1,543 |
Taiwan [Member] | |||
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of long lived assets by geography [Line Items] | |||
Long lived assets | 184 | 199 | 344 |
China [Member] | |||
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of long lived assets by geography [Line Items] | |||
Long lived assets | 225 | 210 | 312 |
USA [Member] | |||
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of long lived assets by geography [Line Items] | |||
Long lived assets | 217 | 73 | 151 |
Singapore [Member] | |||
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of long lived assets by geography [Line Items] | |||
Long lived assets | 124 | ||
Other [Member] | |||
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of long lived assets by geography [Line Items] | |||
Long lived assets | $ 37 | $ 3 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Feb. 29, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | |||||
Options granted (in Shares) | 239,610 | 321,777 | 3,347,705 | ||
Weighted average exercise price (in Dollars per share) | $ 6.28 | $ 1.04 | $ 0.86 | ||
Granted shares RSU (in Shares) | 515,103 | 7,398 | |||
Fair value, description | The fair value of the stock options that were granted during the year ended December 31, 2022, is $362 thousand, which is expected to be recognized over a 3-4-years vesting period, and the fair value of the RSUs is $2,603 thousand, which is expected to be recognized over a 1-4-years vesting period. | ||||
Fair value of stock options | $ 362 | ||||
Fair value | 2,603 | ||||
Total amount | 401 | $ 172 | |||
Term of employment | 5 years | ||||
Vesting options (in Shares) | 814,272 | ||||
General and administrative expenses | $ 3,396 | 1,545 | |||
Accrued services | 142 | 142 | |||
Executive [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Accrued bonuses payments | $ 532 | $ 179 |
Subsequent Events (Details)
Subsequent Events (Details) | Jan. 01, 2023 shares |
Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Ordinary shares | 2,282,424 |