0001213900-22-027134 | 20-F | XBRL Viewer

Balance (in Shares) at Dec. 31, 2019

1,357

Net loss

(10,032)

Balance at Dec. 31, 2019

$ 25

33,052

(23,412)

9,665

9,136,600

Issuance of convertible preferred shares

$ 4,965

Issuance of convertible preferred shares (in Shares)

51,282

Issuance of shares as a result of exercise of options (in Shares)

Balance (in Shares) at Dec. 31, 2020

1,949

$ 1,949

Net loss

(10,707)

Balance at Dec. 31, 2020

$ 4,965

$ 25

35,001

(34,119)

907

51,282

9,136,600

Issuance of convertible preferred shares

$ 5,000

Issuance of shares as a result of exercise of options

^[1]

127

$ 127

Issuance of shares as a result of exercise of options (in Shares)

20,724

Balance (in Shares) at Dec. 31, 2021

859

$ 859

Net loss

(10,220)

Balance at Dec. 31, 2021

$ 9,965

$ 25

$ 35,987

$ (44,339)

$ (8,327)

51,282

9,157,324

[1]	Represents an amount less than $1.

Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
Statements of Cash Flows - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net loss	$ (10,220)	$ (10,707)	$ (10,032)
Adjustments to reconcile loss to net cash used in operating activities:
Depreciation	142	190	183
Share-based payment	1,055	2,281	1,357
Change in operating lease liability	(91)	134	122
Changes in operating assets and liabilities:
Decrease (increase) in other current assets	(381)	15	(6)
Increase (decrease) in trade accounts payable	87	(86)	36
Increase (decrease) in other accounts payable	(540)	973	136
Net cash used in operating activities	(9,948)	(7,200)	(8,204)
Cash flows from investing activities
Purchase of fixed assets	(273)	(122)	(152)
Net cash used in investing activities	(273)	(122)	(152)
Cash flows from financing activities:
Issuance of preferred A shares, net of issuance expenses	5,000	4,965
Proceeds from exercise of options	127
Issuance of ordinary shares and warrants, net of issuance expenses			9,941
Proceeds from exercise of warrants, net of issuance expenses			3,472
Net cash provided by financing activities	5,127	4,965	13,413
Increase (Decrease) in cash, cash equivalents and restricted cash	(5,094)	(2,357)	5,057
Cash, cash equivalents and restricted cash at the beginning of the period	6,943	9,300	4,243
Cash, cash equivalents and restricted cash at the end of the period	1,849	6,943	9,300
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	1,649	6,749	9,120
Restricted cash	200	194	180
Total cash, cash equivalents and restricted cash	1,849	6,943	9,300
Non Cash Activities:
Increase in deferred expenses against additional paid in capital (see note 6A)			303
Obtaining a right-of-use asset in exchange for a lease liability	$ 458	$ 35	$ 1,768

General

12 Months Ended

Dec. 31, 2021

GENERAL

NOTE 1 - GENERAL

Rail Vision Ltd. (the “Company”) was incorporated on April 18, 2016 in Israel. The Company is a development-stage technology company that is engaged in the design, development and assembly of railway detection systems designed to solve the challenges in railway operational safety, efficiency, and predictive maintenance. The Company’s railway detection systems include different types of cameras, including optics, visible light spectrum cameras (video) and thermal cameras that transmit data to a ruggedized on-board computer which is designed to be suitable for the rough environment of a train’s locomotive. The Company’s ordinary shares and warrants began trading on the Nasdaq Capital Market (“Nasdaq”) on March 31, 2022, under the symbols “RVSN” and “RVSNW,” respectively (see Note 14D below).

The Company’s activities are subject to significant risks and uncertainties, has incurred significant losses since the date of its inception, and anticipates that it will continue to incur significant losses until it will be able to successfully commercialize its products. Failure to obtain this necessary capital when needed may force the Company to delay, limit or terminate its product development efforts or other operations. In addition, the Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, the loss of key personnel and the effect of planned expansion of operations on the future results of the Company.

GOING CONCERN:

To date, the Company has not generated significant revenues from its activities and has incurred substantial operating losses. Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through the utilization of its current financial resources, sales of its products, and through additional raises of capital.

As detailed in Note 14D below, on April 4, 2022, the Company completed an initial public offering (“IPO”) on Nasdaq. Gross proceeds for the offering were approximately $15.6 million, and approximately $14.2 million after deducting underwriting discounts and commissions and estimated offering expenses. As of May 12, 2022, the Company’s cash and cash equivalents were approximately $14.3 million.

Management expects that its cash and cash equivalents will be sufficient for more than one year from the date that the financial statements are issued.

Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:

The financial statements have been prepared in conformity with accounting principles generally accepted in United Sates of America (“US GAAP”).

Use of estimates in the preparation of financial statements:

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect reported amounts and disclosures made. Actual results could differ from those estimates.

Issuance of bonus shares:

On February 13, 2022, the Company effected a bonus shares issuances under Israeli law to reflect the effect of 44-for-1 forward share split of the Company’s ordinary shares. Accordingly, (i) for each one share of outstanding ordinary shares, 43 additional ordinary shares were issued and distributed to the holder thereof; (ii) the number of shares of ordinary shares issuable upon the exercise of each outstanding convertible preferred shares, warrant and option was proportionately increased by 43 additional ordinary shares; (iii) the exercise price of each outstanding option to purchase ordinary shares was proportionately adjusted; (iv) the authorized number of ordinary shares was increased in order to reflect such issuance of bonus shares; and (v) the par value of ordinary shares was not adjusted as result of this issuance of bonus shares. All the share numbers, share prices, and exercise prices have been adjusted retroactively within these financial statements to reflect the issuance of the bonus shares.

Financial statement in U.S. dollars:

The functional currency of the Company is the U.S. dollar (“dollar” or “$”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future.

Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars.

All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of comprehensive loss as financial income or expenses, as appropriate.

Cash and cash equivalents and restricted cash:

Cash equivalents are short-term highly liquid investments that are readily convertible to cash with maturities of three months or less as of the date acquired and that are readily convertible to known amounts of cash and subject to an insignificant risk. Restricted cash consists of deposits pledged to a bank that provided guarantee in connection with an operating lease.

Fair value of financial instruments:

The carrying values of cash and cash equivalents, restricted cash, trade accounts receivable, trade accounts payable, accrued expenses and employees and related expenses, which are recorded in other accounts payable, approximate their fair value due to the short-term maturity of these instruments.

ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance.

Fixed assets:

Fixed assets are stated at cost, less accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets. The annual depreciation rates are as follows:

	%
Office furniture and equipment		7-15
Computer software and electronic equipment		33
Laboratory equipment		7-15
Leasehold improvements		Over the shorter of the lease term (including the option) or useful life

Impairment of long-lived assets:

The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. During 2021 and 2020, no impairment losses were recognized.

Accrued post-employment benefit:

Under Israeli employment laws, employees of the Company are covered under Section 14 of the Severance Compensation Act, 1963 (“Section 14”) for a portion of their salaries. According to Section 14, these employees are entitled to receive monthly deposits (payments) made by the Company on their behalf with insurance companies.

Payments in accordance with Section 14 release the Company from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees. The obligation to make the monthly deposits is expensed as incurred. In addition, the aforementioned deposits are not recorded as an asset in the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments.

Revenue recognition:

The Company applies ASC 606 “Revenue from contracts with customers” (“ASC 606”). Under ASC 606, revenue is measured as the amount of consideration the Company expects to be entitled to, in exchange for transferring products or providing services to its customers and is recognized when or as performance obligations under the terms of contracts with the Company’s customers are satisfied. ASC 606 prescribes a five-step model for recognizing revenue from contracts with customers: (i) identify contract(s) with the customer; (ii) identify the separate performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the separate performance obligations in the contract; and (v) recognize revenue when (or as) each performance obligation is satisfied.

At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses whether the goods or services promised within each contract are distinct and, therefore, represent a separate performance obligation. Goods and services that are determined not to be distinct are combined with other promised goods and services. The Company then allocates the transaction price (the amount of consideration the Company expects to be entitled to from a customer in exchange for the promised goods or services) to each performance obligation and recognizes the associated revenue when (or as) each performance obligation is satisfied.

The Company satisfies performance obligations either over time or at a point in time depending on the nature of the underlying promise. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer. In certain contracts that include customer substantive acceptance criteria, revenue is not recognized until we can objectively conclude that the product or service meets the agreed-upon specifications in the contract.

Deferred revenue represents amounts received by the Company for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met.

The current portion of deferred revenue represents the amount to be recognized within one year from the balance sheet date based on the estimated performance period of the underlying performance obligation. As of December 31, 2021 and 2020, the Company’s deferred revenue balance is $87 and $634, respectively, see Note 5 below.

Share-based payment:

The Company applies ASC 718-10, “Share-Based Payment,” (“ASC 718-10”) which requires the measurement and recognition of compensation expenses for all share-based payment awards granted to employees, directors and non-employees including share options granted under the Company’s incentive share option plan based on estimated fair values.

ASC 718-10 requires companies to estimate the fair value of share-based payment awards on the date of grant. The portion of the grant-date fair value of the share-based payment award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s statements of comprehensive loss.

The Company estimates the fair value of share options granted as share-based payment awards using a Black-Scholes option pricing model. The Black-Scholes option pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector. The expected option term is calculated for options granted to employees and directors using the “simplified” method, and grants to non-employees are based on the contractual term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The risk-free interest rate is based on the yield from Israel Treasury zero-coupon bonds with an equivalent term. Changes in the determination of each of the inputs can affect the fair value of the share options granted and the results of operations of the Company.

Leases:

On January 1, 2019, the Company early adopted ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) using the modified retrospective approach for all lease arrangements as of such date. The Company leases office space and vehicles under operating leases.

Operating leases are included in operating lease right of use (“ROU”) assets and operating lease liabilities in the Company’s balance sheets. 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. Operating lease ROU assets and liabilities were recognized based on the present value of the remaining lease payments over the lease term. Because rate implicit in the Company’s leases are not readily determinable, the Company’s incremental borrowing rate is used in determining the present value of lease payments. The operating lease ROU asset excludes lease incentives. The expected lease terms include options to extend or terminate the lease when it is reasonably certain that such options will be exercised. Operating lease expense for is recognized on a straight-line basis over the lease term, variable payments are expensed in the periods incurred.

The Company has made an accounting policy election not to recognize ROU assets and lease liabilities that arise from leases with initial terms of 12 months or less. Instead, the Company continue to record such lease expenses on a straight-line basis over the lease term in the statements of comprehensive loss.

Research and development expenses, net:

Research and development expenses, net, are charged to the statements of comprehensive loss as incurred.

Basic and diluted net loss per ordinary share:

Basic loss per ordinary share is computed by dividing the net loss by the weighted average number of ordinary shares outstanding during the year. Diluted loss per share is computed by dividing the net loss by the weighted average number of ordinary shares outstanding plus the number of additional ordinary shares that would have been outstanding if all potentially dilutive ordinary shares had been issued, using the treasury stock method. Potentially dilutive ordinary shares were excluded from the diluted loss per share calculation because they were anti-dilutive.

Recent Accounting Standards

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”) which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The guidance will be effective for the Company beginning January 1, 2022, and interim periods in fiscal years beginning January 1, 2023. Early adoption is permitted. The Company does not expect ASU 2019-12 to have a material effect on the Company’s current balance sheet, statement of comprehensive income or financial statement disclosures.

In November 2021, the FASB issued ASU 2021-10 “Government Assistance (Topic 832)”, in which requires annual disclosures that increase the transparency of transactions involving government grants, including: (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2021. The adoption of this guidance does not have a material impact on the Company’s financial results of operations, financial position or cash flows.

Other Current Assets

12 Months Ended

Dec. 31, 2021

Disclosure Text Block Supplement [Abstract]

OTHER CURRENT ASSETS

NOTE 3 - OTHER CURRENT ASSETS

Composition:

	December 31,
	2021		2020

Government institutions	$	100	$	128
Deposits at the Chamber of Commerce		54		--
Deferred offering expenses		56		--
Deferred expenses		197		--
Prepaid expenses		13		9
Other		52		36
		472		173

Fixed Assets, Net

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

FIXED ASSETS, NET

NOTE 4 - FIXED ASSETS, NET

	December 31,
	2021		2020
Cost:

Computers and software	$	754	$	565
Laboratory equipment		196		181
Furniture and office equipment		177		114
Leasehold improvement		136		134
		1,263		994
Accumulated depreciation:

Computers and software	$	535	$	456
Laboratory equipment		55		34
Furniture and office equipment		57		28
Leasehold improvement		46		33
		693		551

Carrying amount		570		443

Depreciation expenses for the years ended December 31, 2021, and 2020 were $142 and $190, respectively.

Other Accounts Payable

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

OTHER ACCOUNTS PAYABLE

NOTE 5 - OTHER ACCOUNTS PAYABLE

	December 31,
	2021		2020

Employees and related expenses	$	828	$	713
Accrued expenses		199		307
Deferred revenues (*)		87		634
		1,114		1,654

(*)	See also Notes 6D, 6E and 6H below.

Commitments and Contingencies Liabilities

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES LIABILITIES

NOTE 6 - COMMITMENTS AND CONTINGENCIES LIABILITIES

Collaboration Agreement with Israel Railways Ltd. (“Israel Railways”):

In August 2016, the Company and Israel Railways entered into an agreement for cooperation between the parties, which was further amended on January 19, 2020, and on July 1, 2021 (the “Railway Agreement”). Under the Railway Agreement, the Company undertook to fulfill certain functions for the development, marketing, distribution and sale of the systems, and Israel Railways undertook to provide the Company with services and the means to perform tests and experiments, mainly in the form of logistics and manpower, and to provide the Company with information on certain data that will be provided at the discretion of Israel Railways.

Pursuant to the Railway Agreement, the Company agreed to pay Israel Railways the following:

During the period from August 3, 2016 until the earliest of (a) a period of 5 years from the date of the first commercial sale or (b) the date of an IPO or (c) a change of control (as defined in the Railway Agreement), royalties in the amount of 2.75% of the Company’s net sales.

During the period from August 3, 2016 until the earliest of: (a) the date of an IPO, (b) a change of control (as defined in the Railways Agreement), a total of 1.5% of the total proceeds from an IPO or consideration, received by the Company or its shareholders, as a result of change of control (as defined in the Railway Agreement).

As of December 31, 2021, and 2020, the Company has no liability in respect of such royalties.

Regarding completion of IPO subsequent to December 31, 2021, see Note 14C.

The Railway Agreement further provides that Israel Railways will be entitled to purchase the Company’s products and services at a price equal to half the lowest price charged by the Company for those products and services to an unrelated third party.

In addition, as part of the Railway Agreement and in consideration for services provided to the Company by Israel Railways, the Company granted Israel Railways an option to purchase 195,448 of the Company’s ordinary shares at their par value (see also Note 8D(1)).

The Railway Agreement may be terminated by either party, with 60 days’ prior written notice. Also, in the event of a change of control in the Company, Israel Railways may terminate the Railway Agreement with 30 days’ prior written notice.

Memorandum of Understanding with Israel Railways

On August 12, 2021, the Company signed a non-binding Memorandum of Understanding (“MOU”) with Israel Railways which summarizes the general terms and conditions to be included in a detailed commercial agreement between the parties.

According to the MOU, the Company and Israel Railways will conduct negotiations in good faith, with a view to entering into the commercial agreement as soon as possible before May 31, 2022. During the negotiations, Israel Railways has started conducting technical tests and analysis of the Company’s Main Line system on a locomotive of Israel Railways.

According to the MOU, the parties intend, subject, inter alia, to meeting the success criteria set by the parties (including obtaining approvals from the Ministry of Transportation and the locomotive manufacturers where the Main Line system will be installed), that Israel Railways will purchase between 6 to 10 of the Company’s Main Line systems within one year of signing the MOU (and additional Main Line systems if necessary).

Service Agreement with a Consultant:

In December 2020, the Company entered into a service agreement with a consultant (the “Consultant”) according to which the Consultant will lead, control and consult with the Company’s management in its negotiations with Israel Railways relating the Homologation Process (as defined below) and the commercial sales of any of the Company’s systems to Israel Railways.

The “Homologation Process” shall include defining and receiving all the required written licenses, consents and approvals, both in Israel and abroad, for installing the Company’s systems on Israel Railways locomotives for operational use.

If a written consent from the authorized representatives of Israel Railways to enter into a Homologation Process with the Company and, subject to its successful completion, to enter into negotiations regarding the purchase of the Company’s systems by Israel Railways (the “Triggering Event”) was received by the Company, then:

Subject to satisfactory completion of the Homologation Process no later than 12 months as of the Triggering Event, the Company shall pay the Consultant a onetime bonus payment of NIS 150,000, plus VAT (approximately $47).

Subject to satisfactory completion of commercial sales of the Company’s systems, no later than 18 months as of the Triggering Event, the Company shall pay the Consultant a onetime bonus payment of NIS 350,000, plus VAT (approximately $109).

In addition, the signing of the MOU mentioned in Note 6B above constitutes the occurrence of the Triggering Event as defined above, and, accordingly, on December 20, 2021, the Company granted options to the Consultant for the purchase of 25,080 of the Company’s ordinary shares at an exercise price of $6.1393 per share. The Consultant will be eligible to exercise the options upon completion of both the Homologation Process and the sale process for a period of 24 months from the date of their grant.

In return for his services, in addition to the onetime bonus payment, the Company agreed to pay the Consultant a monthly remuneration in the amount of approximately $3, plus VAT.

The service agreement is in effect from November 1, 2020, until the completion of the services determined in the agreement, as detailed above. Either party may terminate the agreement with 30 days’ notice. On July 29, 2021, the Company sent a termination notice to the Consultant and accordingly the service agreement was terminated on August 29, 2021.

Memorandum of Understanding between the Company and Knorr-Bremse:

On September 17, 2020, a non-binding Memorandum of Understanding was signed between the Company and Knorr-Bremse (the “Memorandum of Understanding”) regarding cooperation between the parties with respect to Light Rail Vehicle (“LRV”) systems.

In the Memorandum of Understanding, the Company undertook to make further adjustments and/or development to its LRV system, if required by Knorr-Bremse and agreed by the Company. Knorr-Bremse undertook to indemnify the Company for any costs of such adjustments and developments, subject to prior approval by Knorr-Bremse.

In the Memorandum of Understanding, it was agreed that the parties will negotiate a detailed cooperation agreement in good faith, in which they will determine, among other things, the terms of sale of the LRV system by the Company to Knorr-Bremse.

The Memorandum of Understanding has expired in September 2021. Following the signing of the Memorandum of Understanding, in December 2020, Knorr-Bremse placed a purchase order to the Company for the development and sale of two prototypes of the LRV system according to specifications required by Knorr-Bremse (the “Purchase Order””). In return for the development and sale of the two prototypes, Knorr-Bremse will pay the Company a total of approximately EUR 397 thousand (approximately $471). During December 2020, Knorr-Bremse paid to the Company in advance according to the terms of the Purchase Order, EUR 320 thousand (approximately $384). As of December 31, 2020, the advance payment received were recorded as deferred revenues in other accounts payable (see Note 5).

As of December 31, 2021, the Company completed its commitment according to the Purchase Order for the development and sale of the two prototypes of the LRV system to Knorr-Bremse. Accordingly, the Company recognized revenues in 2021 from the development and sale of the two prototypes of LRV system in a total amount of approximately $471. As of December 31, 2021, a balance of EUR 77 thousand (approximately $87) was included in Trade accounts receivable in respect of this project, which was paid by Knorr-Bremse on January 6, 2022.

Framework agreement with Knorr-Bremse Rail Systems Schweiz AG (“KBCH”):

In August 2020, the Company entered into a framework agreement (the “Framework Agreement”) with KBCH (a subsidiary of Knorr-Bremse operating in Switzerland) regarding the supply of a prototype of the Company’s shunting yard system to Schweizerische Bundes BahnenCargo (“SBBC”), a freight train company in Switzerland.

Under the Framework Agreement, the Company will sell to KBCH one prototype of the shunting yard system which will be installed on a shunting locomotive in the SBBC shunting yard, for the purpose of examining the operational performance of the prototype of the shunting yard system (the “Operational Function Test”). The Company undertook to include in the prototype certain features as required by SBBC and to be responsible for proper functioning of the prototype for a period of one year following its installation.

The prototype was delivered by the Company in October 2020 and installed on a shunting locomotive in the SBBC shunting yard. According to the Framework Agreement, at the end of three months from the beginning of the Operational Function Test, which has begun in the second quarter of 2021, and after receiving appropriate regulatory approvals, representatives of the three parties will meet to evaluate test results and performance of the prototype.

In consideration for the prototype delivered for the Operational Function Test, KBCH paid the Company the amount of approximately EUR 244 thousand (approximately $292). In addition, in order to support the Operational Function Test, the Company undertook to provide various professionals, as needed, in exchange for payment at the maximum rates and amounts determined in the Framework Agreement.

In addition, the Framework Agreement determines a division between the Company and KBCH regarding additional support actions for SBBC, as needed, in the Operational Function Test procedure.

As of December 31, 2020, the payment received from KBCH has not yet been recognized in the Company’s statements of comprehensive loss and were recorded as deferred revenues in other accounts payable (less specific costs attributed to the above project) in the amount of approximately $218 thousand.

As the sale of the prototype of shunting yard system and the provision of the services described above were identified by the Company as a single performance obligation, during 2021, the Company recognized revenues from the sale of the prototype and the related services in the total amount of approximately $417.

Strategic partnership agreement between the Company and Knnor-Bremse

On August 19, 2021, the Company entered into a strategic partnership agreement which summarizes the understandings for strategic cooperation between the parties.

The agreement was approved by the Company’s Board of Directors on August 25, 2021 and by the Company’s shareholders in a general meeting held on August 26, 2021.

Agreement for supplying equipment and services with Hitachi Rail STS Australian Pty Ltd. (“STS”)

In April 2021, the Company entered into an agreement to supply equipment, personnel and services to STS, which enables STS, as the main supplier, to supply to an Australian railway company, Rio Tinto Railway Network, a prototype of the Company’s Main Line system, for demonstrations and examining the operational activity of the Main Line system (the “Long-Term Pilot”) for a total consideration of approximately $265 and an option for additional payments of up to $133, subject to ordering additional services during the term of the agreement. In May 2022, the Long-Term Pilot has been started for a period of at least 3 months.

As of December 31, 2021, the above transaction price has not yet been recognized in the Company’s statements of comprehensive loss. In addition, the Company recorded an amount of approximately $145 as deferred expenses. Subsequent to December 31, 2021, STS paid the Company a first payment of approximately $91.

On September 2021, the Company received a Purchase Order (“PO”) from a customer in the US (the “Customer”) for a Proof of Concept (“POC”) of a new module regarding a detection system which will focus on railway infrastructure inspection. This new module will be based on the Company’s sensors and algorithmic capabilities, utilizing cloud computing to handle data collections and measurements. On October 2021, the Customer paid the Company a total amount of $88 as an advance payment according to the PO. As of December 31, 2021, the advance payment received has not yet been recognized in the Company's statements of comprehensive loss and were recorded as of December 31, 2021, as deferred revenues in other accounts payable. Subsequent to December 31, 2021, the Company completed the POC and received an additional amount of approximately $131 from the Customer.

Convertible Preferred Shares

12 Months Ended

Dec. 31, 2021

Convertible Preferred Shares [Abstract]

CONVERTIBLE PREFERRED SHARES

NOTE 7 - CONVERTIBLE PREFERRED SHARES

  Issuance of Preferred A Shares

On October 13, 2020, the Company and Knorr-Bremse entered into an investment agreement under which the Company issued 51,282 Preferred A shares to Knorr-Bremse, in exchange for a total investment of $10,000. The Company received $5,000 (gross) on October 13, 2020 and $5,000 (gross) on April 13, 2021. As of December 31, 2020 and 2021 the net proceeds, after deducting closing costs and fees, amounted to $4,965 and $9,965, respectively.

In addition, the Company was given, under the investment agreement, an option to demand Knorr-Bremse to invest an additional amount of $ 5,000 at the same price per share (the “Call Option”), provided the existence of circumstances as detailed in the investment agreement. The Call Option was accounted as a derivative and valued at zero. On December 2, 2021, the Company and Knorr-Bremse signed an amendment to the investment agreement, regarding the expiration date of the Call Option, which was extended from December 31, 2021 to March 31, 2022. See also Note 14B.

Preferred A shares are entitled to all the rights of the Company’s ordinary shares and additional rights as follows:

(1)

Liquidation preference: Holders of Preferred A shares are entitled to priority, in respect of their Preferred A shares, in the distribution of the proceeds of a liquidation or deemed liquidation event over the Company’s ordinary shareholders. The priority of Preferred A shareholders is in the amount of the return on their investment (the “Priority Amount”). The priority in the distribution to holders of Preferred A shares is on a non-participating liquidation preference basis, such that holders of Preferred A shares receive the priority amount in distribution or the amount of in the distribution on a pro rata basis (an ordinary distribution without priority in the distribution), whichever is higher.

(2)

Listing rights: Holders of Preferred A shares are entitled under a shareholders’ rights agreement to certain listing rights in the event of an issue in which not all the Company’s ordinary shares are listed for trading and/or in the case of a combination of a sale offer on the listing date.

Holders of Preferred A shares are entitled, at their option, to convert the Preferred A shares at any time into the Company’s ordinary shares in a 1:44 ratio. In addition, prior to the listing of the Company’s ordinary shares as part of an IPO, all Preferred A shares will be immediately converted into the Company’s ordinary shares in a 1:44 ratio, and, accordingly, all rights stated are revoked upon their conversion into the Company’s ordinary shares.

As of December 31, 2021 and 2020, the Company did not adjust the carrying values of the Preferred A shares to the deemed liquidation values of such shares since a liquidation event was not probable of occurring.

Shareholders' Equity

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

SHAREHOLDERS' EQUITY

NOTE 8 - SHAREHOLDERS’ EQUITY

The rights of ordinary shares are as follows:

The ordinary shares confer upon the holders the right to receive notice to participate and vote in general meetings of shareholders of the Company, the right to receive dividends, if declared, and the right to participate in a distribution of the surplus of assets upon liquidation of the Company.

Issuance of ordinary shares and warrants:

(1)

In August and November 2016, the Company raised gross proceeds of $2,000 (gross) through private placements of its ordinary shares. The Company issued an aggregate of 1,465,992 ordinary shares at a price of $1.36 per share and warrants to purchase 3,135,572 ordinary shares. The warrants consist of: (i) Series A Warrants to purchase 1,465,992 ordinary shares exercisable within 18 months, at an exercise price per share of $4.3, (ii) Series B Warrants to purchase 1,465,992 ordinary shares exercisable within 30 months, at an exercise price per share of $6.14, and (iii) Series C Warrants to purchase 203,588 ordinary shares exercisable within 24 months, at an exercise price per share of $4.91. The net proceeds, after deducting closing costs and fees, amounted to $1,960.

From January 10, 2018 through May 2, 2018, Series A Warrants were exercised into 990,088 ordinary shares at an exercise price per share of $4.3 for an aggregate of $4,255 (gross), Series A Warrants to purchase 12,848 ordinary shares expired on May 2, 2018 and with respect to the remaining Series A Warrants to purchase 463,056 ordinary shares that were not exercised, the Company agreed with the holder of those warrants to extend the expiration date until August 3, 2018.

On July 11, 2018, the remaining Series A Warrants to purchase 463,056 ordinary shares for an aggregate of $1,990 (gross) were exercised.

During November 2018, Series C Warrants were exercised into 185,856 ordinary shares at an exercise price per share of $4.91 for an aggregate of $913 (gross) and the remaining Series C Warrants to purchase 17,732 ordinary shares expired on November 2, 2018.

(2)

In September and October 2017, the Company raised gross proceeds $5,843 through private placements of its ordinary shares. The Company issued an aggregate of 951,676 ordinary shares at a price of $6.14 per share and warrants to purchase 951,676 ordinary shares (consisting of Series D Warrants to purchase 278,916 ordinary shares at an exercise price per share of $6.46 and Series E Warrants to purchase 672,760 ordinary shares at an exercise price per share of $5.81). The warrants were exercisable within 18 months from issuance. The net proceeds, after deducting closing costs and fees, amounted to $5,280. In addition, after deducting the fair value of ordinary shares issued to a finder, which related compensation costs were recorded in equity, the increase of the Company’s equity amounted to approximately $5,192 (see Note 8D(3)).

The ordinary share issuance from September and October 2017 and the related warrants are subject to adjustments in the event of the exercise of Series A, B and C Warrants (see Note 7B(3)), in which case an applicable number of ordinary shares will be issued to purchasers of the ordinary shares from September and October 2017 to retroactively adjust their effective purchase price to align with the purchase price at which such new securities are issued and the exercise price of Series D Warrants and Series E Warrants will be reduced accordingly.

Corresponding to the Series A and C Warrants exercise (see Note 8B(2)), 97,548 ordinary shares were issued and the exercise price of Series D Warrants and Series E Warrants was adjusted to $6.21 and $5.66, respectively.

(3)

From February through May 2018, the Company raised gross proceeds of $2,700 (gross) through private placements of its ordinary shares. The Company issued an aggregate of 184,844 ordinary shares at $14.6 per share. The net proceeds, after deducting closing costs and fees, amounted to $2,511.

The private placement in February through May 2018 included anti-dilution protection, such that in the event that within a period of 15 months as of the closing date of the share purchase agreement, the Company will issue new securities, or upon an exit event as defined in the share purchase agreement, an applicable number of ordinary shares will be issued to the purchasers of the ordinary shares to retroactively adjust their effective purchase price to equal a 30% discount of the purchase price of such new securities, or the price per share underlying such exit event, as applicable, provided that in no event shall the adjusted price per share exceed the original price per share. In the event an exit event or an issuance of new securities is not consummated during a period of 15 months as of the closing date, an applicable number of ordinary shares will be issued to the purchasers of the ordinary shares to retroactively adjust their effective price per share to $10.43.

The investment transaction detailed in Note 8B(5) below, subsequently triggered the anti-dilution rights detailed above and accordingly an additional 510,752 ordinary shares were issued to the purchasers in February through May 2018.

(4)

On March 19, 2019, the Company and Knorr-Bremse Systeme für Schienenfahrzeuge GmbH, an affiliate of Knorr-Bremse AG (“Knorr-Bremse” or “KB”) entered into an agreement whereby KB invested $9,941 (after deducting closing costs and fees) in the Company in consideration of an issuance of an aggregate number of 1,803,296 ordinary shares of the Company at a price per share equal to $5.54.

According to the agreement, the consideration for the investment was transferred to the Company in two installments: $5,000 at closing and an additional $5,000 in September 2019.

KB were also issued warrants to purchase up to 655,732 of the Company’s ordinary shares at an exercise price per share of $5.54 (the “KB Warrants”). The KB Warrants shall become exercisable (i) only upon an exercise of warrants of the respective class (i.e. Series B Warrants, Series D Warrants and Series E Warrants, as the case may be), and (ii) only for the number of additional ordinary shares in accordance with the formula of approximately 20% of the number of issued ordinary shares originating from the exercised KB Warrants of the respective class, all as specified in the agreement. As of December 31, 2019, all of the KB Warrants have been exercised (see also Note 8B(6) - (8) below) or expired.

(5)

During March 2019, Series D Warrants to purchase 81,884 of the Company’s ordinary shares were exercised for an aggregate of $470 (gross) and Series D Warrants to purchase 214,500 ordinary shares expired on March 19, 2019.

(6)

During April 2019, Series E Warrants to purchase 303,512 of the Company’s ordinary shares were exercised for an aggregate of $1,711 (gross) and Series E Warrants to purchase 434,016 ordinary shares expired on April 6, 2019.

(7)

During May 2019, Series B Warrants to purchase 234,608 of the Company’s ordinary shares were exercised for an aggregate of $1,411 (gross) and Series B Warrants to purchase 1,281,456 ordinary shares expired on May 1, 2019.

(8)

During April - June 2021, an aggregate of options to purchase 471 ordinary shares were exercised by former Company employees resulting in proceeds of $ 127.

Equity Incentive Plan:

In January 2017, the Board of Directors (the “Board”) of the Company authorized an incentive share option plan (“2017 Plan”). The 2017 Plan provides for the grant of incentive share options to employees and service providers of the Company. Awards may be granted under the 2017 Plan until January 31, 2027.

According to the 2017 Plan, the aggregate number of ordinary shares that may be issued pursuant to awards will not exceed 2,332,352 ordinary shares.

Shares and options to service providers:

The fair value for the options to service providers was estimated on their grant date determined using a Black-Scholes option pricing model, with the following weighted-average assumptions: weighted average volatility of 70%, risk free interest rates of 1.4%, dividend yields of 0% and a weighted average life of the options of up to 5 years.

(1)

As part of the Railway Agreement entered into on August 3, 2016 which was amended on January 19, 2020 and on July 1, 2021, the Company issued options to purchase up to 195,448 ordinary shares of the Company, with an exercise price of NIS 0.01 (approximately $0.003) per share. The options were exercisable on each issuance date and recorded as deferred expenses which are amortized over 5 years beginning August 2016. In respect of such option issuance, amounts of $196, $331 and $305 were recorded in the Company’s statements of comprehensive loss for the years ended December 31, 2021, 2020 and 2019, respectively, included in research and development expenses. On May 30, 2021, Israel Railways informed the Company that the Israel Railways Board of Directors approved the exercise of the options. According to Government Resolution No. 3837, the decision of the Israel Railways Board of Directors requires the approval of the Minister of Finance, the Minister of Transportation, the Budget Director in the Ministry of Finance and the Director of the Government Companies Authority (“Government Approval”). To date, the decision of the Israel Railways Board of Directors has not yet been approved. According to an amendment to the Railway Agreement dated July 1, 2021, the options will expire at the earlier of the following: (1) the passing of five business days following Israel Railways’ receipt of Government Approval; or (2) June 30, 2022. See also Note 6A above.

(2)

On January 4, 2018, the Company granted to three consulting service providers options to purchase 98,120 ordinary shares at an exercise price of $6.1393 per share. One third of the options vested upon the first year anniversary and the remainder of the options vested in eight quarterly tranches over a period of two years. For the years ended December 31, 2021, 2020 and 2019, the Company recorded an expense of $1, $99 and $99, respectively, in respect of such grant included in general and administrative expenses.

(3)

Regarding the grant of options to a consultant in connection with the Company’s arrangement with Israel Railways, see Note 6C above.

Options to employees

(1)

The fair value of options was estimated using the Black-Scholes option pricing model, which was based on the following assumptions: weighted average volatility of 70%, risk free interest rates of 0.8%-1.03%, dividend yields of 0% and expected life of the options of up to 6 years.

(2)

The following table summarizes the option activity for options to employees, officers and directors:

	For the year ended December 31,
	2021							2020							2019
	Number of options			Weighted average exercise price ($)		Weighted average remaining contractual life		Number of options			Weighted average exercise price ($)		Weighted average remaining contractual life		Number of options			Weighted average exercise price ($)		Weighted average remaining contractual life
Outstanding as of beginning of period		1,639,792			6.14		3.75-6.87		706,728			6.14		4.75-5		681,912			6.14		5.76-6.0
Granted		--			--		--		1,502,248			6.14		5.33-7.87		132,044			6.14		5.0
Exercised		(20,724	)		6.14				--			--				--
Forfeited		(354,200	)		6.14				(569,184	)		6.14				(107,228	)		6.4

Outstanding as of end of period		1,264,868			6.14		3.75-6.87		1,639,792			6.14		4.75-7.87		706,728			6.14		4.75-5.0
Exercisable as of end of period		683,723			6.14		3.75-6.87		595,980			6.14		4.75-7.87		181,984			6.14		4.75-5.0

  (3)  Options granted:

On January 4, 2018, the Company granted options to purchase 452,496 ordinary shares to its employees and directors at an exercise price of $6.14 per share. These options expire 10 years after their grant date and vest over three years. One third of the options vested upon the first-year anniversary of the grant date and the remainder of the options vested in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2020 and 2019, the Company recorded an expense of $409 and $469, respectively. For the year ended December 31, 2021, the Company recorded a net reversal of previously recognized expense of $9 due to termination of several employees in respect for such grant.

On June 24, 2018, the Company granted options to purchase 196,504 ordinary shares to its employees and directors at an exercise price of $6.14 per share. These options expire 10 years after their grant date and vest over three years in nine tranches. One third of the options vested upon the first-year anniversary and the reminder vested in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2021, 2020 and 2019, the Company recorded an expense of $89, $303 and $368, respectively, in respect for such grant.

On January 22, 2020, the Company granted options to purchase 671,308 ordinary shares to its employees at an exercise price of $6.14 per share (of which options to purchase 74,580 ordinary shares were to the Company’s former CEO that were forfeited at the end of his employment in December 2020). These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on September 18, 2020 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2021 and 2020, the Company recorded an expense of $380 and $812, respectively, in respect for such grant.

In October 2020, the Company granted options to purchase ordinary shares to its Chairman of the Board, its current CEO (which served as VP Research and Development before his appointment as CEO) and its former CEO as follow:

The Chairman’s options to purchase 556,820 ordinary shares are exercisable at an exercise price of $6.14 per share. The options vest as follows: (1) options to purchase 139,216 ordinary shares vested in one tranche at the end of 12 months from October 13, 2020; and (2) options to purchase 278,388 ordinary shares will vest in the event that the Company generate a cumulative order backlog (as defined in the option agreement) in the amount of not less than $7,000 by the end of 18 months from October 13, 2020; (3) options to purchase 139,216 ordinary shares will vest in the event that the Company reaches a cumulative order backlog of $15,000 by the end of 24 months from October 13, 2020 (including the first cumulative order backlog); and all subject to him serving as the Active Chairman of the Company’s Board of Directors at the time of vesting.

In the event that the Company effectuates an IPO, 25% of the remaining options (i.e. 139,216 options) shall be accelerate and considered fully vested immediately prior to the closing of the IPO.

The Company’s current CEO options to purchase 61,600 ordinary shares at an exercise price of $6.14 per share vest as follows: (1) options to purchase 30,800 ordinary shares will vest on the condition that the Company generates, no later than October 12, 2022 a cumulative order backlog (as defined in the option agreement) in an amount not less than $10,000; and (2) options to purchase the remaining 30,800 ordinary shares will vest on the condition that the Company generates, no later than October 12, 2024 a cumulative order backlog (as defined above) in an amount not less than $20,000 (including the first cumulative order backlog); and all subject to him serving in his position at the time of vesting.

The Company’s former CEO options to purchase 104,720 ordinary shares were forfeited at the end of his employment in December 2020.

For the years ended December 31, 2021 and 2020, the Company recorded an expense of $336 and $211, respectively, in respect for such grants.

On November 3, 2020, the Company granted options to purchase 107,800 ordinary shares to its employees at an exercise price of $6.14 per share. These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on November 3, 2021 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2021 and 2020, the Company recorded an expense of $62 and $14, respectively, in respect for such grant.

Share Based Payment Expense:

The total share-based payment expense related to options granted to employees and service providers comprised, at each period, as follows:

	Year ended December 31,
	2021		2020		2019

Cost of revenues	$	36	$	--	$	--
Research and development		608		1,119		690
General and administrative		411		1,162		667
Total share-based payment expense		1,055		2,281		1,357

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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RESEARCH AND DEVELOPMENT, NET

Research and Development, Net

12 Months Ended

Dec. 31, 2021

Research and Development [Abstract]

NOTE 9 - RESEARCH AND DEVELOPMENT, NET

	Year ended December 31,
	2021		2020		2019
Payroll and related expenses	$	5,586	$	5,065	$	4,953
Share-based payment		608		1,119		690
R&D consumables		318		390		635
Rent and office maintenance		390		359		377
Depreciation		132		123		166
Subcontracted work and consulting		64		82		194
Travel and other expenses		110		67		141
		7,208		7,205		7,156

General and Administrative

12 Months Ended

Dec. 31, 2021

Disclosure Of General And Administrative [Abstract]

GENERAL AND ADMINISTRATIVE

NOTE 10 - GENERAL AND ADMINISTRATIVE

	Year ended December 31,
	2021		2020		2019

Payroll and related expenses	$	1,508	$	1,563	$	1,219
Share-based payment		411		1,162		667
Professional services		1,133		555		736
Travel expenses		48		26		112
Rent and office maintenance		130		120		126
Depreciation		11		67		17
Marketing and others		75		7		13
		3,316		3,500		2,890

Taxes on Income

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

TAXES ON INCOME

NOTE 11 - TAXES ON INCOME

The Company is subject to income taxes under Israeli tax laws:

	1.	The Israeli corporate tax rate was 23% in 2021, 2020 and 2019.

	2.	As of December 31, 2021, the Company generated net operating losses of approximately $36,504, which may be carried forward and offset against taxable income in the future for an indefinite period.

The Company is still in its development stage and has not generated significant revenues. Therefore, it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to cover the entire balance of the deferred tax assets.

	December 31,
Deferred tax assets:	2021			2020

Deferred taxes due to carryforward losses	$	8,396		$	6,008

Valuation allowance		(8,396	)		(6,008	)
Net deferred tax asset		--			--

Reconciliation of the Company’s tax expense to the Company’s theoretical statutory tax benefit is as follows:

	December 31,
Effective tax expense:	2021			2020			2019

Loss (profit) before taxes	$	(10,220	)	$	(10,707	)	$	(10,032	)
Israeli statutory income tax rate		23	%		23	%		23	%

Theoretical tax benefit		2,351			2,463			2,307
Losses and other items for which a valuation allowance was provided or benefit from loss carryforwards		(2,351	)		(2,463	)		(2,307	)
Income tax expenses		--			--			--

Regarding income tax assessment received by the Company subsequent to the balance sheet date, see Note 14E. below.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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TRANSACTIONS AND BALANCES WITH RELATED PARTIES

Transactions and Balances with Related Parties

12 Months Ended

Dec. 31, 2021

NOTE 12 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES

Parties considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Transactions:

	Year ended December 31,
	2021		2020		2019

Revenues- Related Parties	$	888		--		--
Severance payment to former Company CEO (2)		--	$	234		--

Balances:

	December 31,
	2021		2020

Deferred revenues (1)		--	$	632

Other current assets (2)	$	87		--

Severance expenses to former Company CEO (3)		--	$	234

(1)	See Notes 6C and 6D above.

(2)	See Note 6D above.

(3)	In December 2020, the Company’s former CEO was terminated. According to his employment agreement, the Company paid severance compensation in the amount of $234 in January 2021

Leases

12 Months Ended

Dec. 31, 2021

Leases Disclosure [Abstract]

LEASES

NOTE 13 - LEASES

On April 4, 2021, the Company signed an amendment to the lease of the Company’s offices in Raanana, Israel, according to which, the Company will lease the office space for five years beginning on September 9, 2021 (the date the current lease period ends) until September 8, 2026 (the “Lease Amendment”).

According to the Lease Amendment, the monthly rent for the Company’s offices will be approximately NIS 79 thousand (approx. $25) in the first two years, NIS 82 thousand (approx. $26) in the third and fourth lease years and NIS 83 thousand (approx. $26) in the fifth year. All the amounts are linked to the Consumer Price Index.

The Company has an option to extend the lease period for another five years from September 9, 2026, to September 8, 2031 with a monthly rent of between NIS 96 thousand (approx. $30) and NIS 102 thousand (approx. $32) over the additional lease period.

When determining the new lease period as part of the amendment, the Company concluded that it was not reasonably certain that the option to extend will be exercised. At the time of the Lease Amendment, the Company updated its lease liability and right of use asset in a total amount of approximately $458, which reflects the expected lease term until September 8, 2026.

The Company has no finance leases.

The components of lease expenses recorded in the statements of comprehensive loss were as follows:

	Year ended December 31,
	2021		2020		2019

Operating lease expenses		405		375		388
Short-term lease expenses		--		27		16
		405		402		404

Future lease payments under operating leases as of December 31, 2021 were as follows:

2022	367
2023	369
2024	353
2025	359
2026	247
Total future lease payments	1,695
Less imputed interest	(173	)
Total lease liability balance	1,522

The weighted average lease term and weighted average discount rate as of December 31, 2021 was as follows:

Operating leases weighted average remaining lease term (in years)			4.67
Operating leases weighted average discount rate			5	%

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 14 - SUBSEQUENT EVENTS

SAFE Investment

In January 2022, the Company entered into a Simple Agreement for Future Equity (“SAFE”) with its two main shareholders providing for financing in the aggregate amount of $1,000 (the “Investment Amount”) which was subsequently amended in March 2022.

The SAFE provides for the conversion of the Investment Amount into the Company’s ordinary shares under certain circumstances including in particular in the case of an IPO such that immediately prior to the closing of an IPO the Investment Amount shall automatically convert into such number of shares and warrants issued in the IPO equal to the IPO price. The warrants which shall be issued shall have the same terms as the warrants to be issued in the IPO except such warrants shall be unregistered and shall not be tradeable.

Immediately prior to the completion of the IPO on April 4, 2022 (see Note 14D below) the Investment Amount was automatically converted to 242,131 ordinary shares and 242,131 warrants with an exercise price of $4.13 per ordinary share, exercisable and will expire five years from the date of issuance.

On February 14, 2022, the Company and Knorr-Bremse signed a second amendment to the investment agreement as detailed in Note 7 above according to which, the Company will be entitled to exercise its option in 2 installments as follows: (i) up to $2,000 will be exercisable through March 31, 2022; and (ii) up to $2,286 will be exercisable through June 30, 2022. The aforesaid option shall expire on the closing of the Company’s IPO if such shall occur prior to June 30, 2022.

On March 6, 2022, the Company exercised its first installment of $2,000 and as a result issued to Knorr-Bremse, a total of 10,256 Preferred A shares at a price of $195 per share.

Closing of $15.6 Million Initial Public Offering

On April 04, 2022, the Company completed its IPO, in which the Company issued 3,787,241 units. Each unit includes 1 ordinary share and 1 warrant to purchase 1 ordinary share at an exercise price of $4.13. The warrants are exercisable at any time up to 5 years after the IPO.

Gross proceeds for the offering were approximately $15.6 million, before deducting underwriting discounts and commissions and estimated offering expenses and approximately $14.2 million after deducting underwriting discounts and commissions and estimated offering expenses.

The Company granted Aegis Capital Corp, the underwriter (“Aegis”), a 45-day over-allotment option to purchase additional ordinary shares and/or warrants to purchase additional ordinary shares up to 15% of the number of ordinary shares and warrants, respectively, sold in the offering solely to cover over-allotments, if any. On April 4, 2022, Aegis partially exercised its over-allotment option with respect to 568,086 warrants to purchase ordinary shares.

The ordinary shares and warrants began trading on The Nasdaq Capital Market on March 31, 2022, under the symbols “RVSN” and “RVSNW,” respectively.

Immediately prior to the completion of the IPO, 61,538 Preferred A shares were automatically converted into 2,707,672 ordinary shares (after giving effect to the issuance of 10,256 Preferred A shares described in Note 14B above).

According to the Israeli Railway Agreement as detailed in Note 6 A above, upon the completion of the IPO the Israeli Railway is entitled to a consideration of 1.5% of the actual IPO proceeds, which is approximately $ 213.

Agreements with Executive Officers

(1)

With the completion of the IPO, the Company paid a one-time IPO bonus to its CEO in the amount of NIS 312,000 (approximately $97) and granted its CEO options to purchase 156,081 ordinary shares, with an exercise price per share equal to the average closing share price on the Nasdaq over the first 30 calendar days following the IPO on April 4, 2022. Such options will vest one-third following 12 months from the completion of the IPO and the balance on quarterly basis during the following 24 months.

(2)

With the completion of the IPO, the Company paid a one-time IPO bonus to its CFO in the amount of NIS 270,000 (approximately $84) and granted its CFO options to purchase 124,865 ordinary shares, with an exercise price per share equal to the average closing share price on the Nasdaq over the first 30 calendar days following the IPO on April 4, 2022. Such options will vest one-third following 12 months from the completion of the IPO and the balance on quarterly basis during the following 24 months.

(3)

With the completion of the IPO, the Company paid its Chairman of the Board a one-time IPO bonus in the amount of $50 (plus VAT) and granted additional options to purchase 266,216 ordinary shares, with an exercise price per share equal to the average closing share price on the Nasdaq over the first 30 calendar days following the IPO on April 4, 2022. Such options will vest one-half following 12 months from the completion of this offering and the balance on quarterly basis during the following 24 months.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2021

Use of estimates in the preparation of financial statements

Basis of Presentation

Basis of Presentation:

The financial statements have been prepared in conformity with accounting principles generally accepted in United Sates of America (“US GAAP”).

Use of estimates in the preparation of financial statements:

Issuance of bonus shares

Issuance of bonus shares:

Financial statement in U.S. dollars

Financial statement in U.S. dollars:

Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars.

Cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash:

Fair value of financial instruments

Fair value of financial instruments:

Fixed assets

Fixed assets:

	%
Office furniture and equipment		7-15
Computer software and electronic equipment		33
Laboratory equipment		7-15
Leasehold improvements		Over the shorter of the lease term (including the option) or useful life

Impairment of long-lived assets

Impairment of long-lived assets:

Accrued post-employment benefit

Accrued post-employment benefit:

Revenue recognition

Revenue recognition:

Deferred revenue represents amounts received by the Company for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met.

Research and development expenses, net

Share-based payment:

Leases

Leases:

Research and development expenses, net:

Research and development expenses, net, are charged to the statements of comprehensive loss as incurred.

Basic and diluted net loss per ordinary share

Basic and diluted net loss per ordinary share:

Recent Accounting Standards

Recent Accounting Standards

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of straight-line method over the estimated useful lives of the assets

	%
Office furniture and equipment		7-15
Computer software and electronic equipment		33
Laboratory equipment		7-15
Leasehold improvements		Over the shorter of the lease term (including the option) or useful life

Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Text Block Supplement [Abstract]

Schedule of other current assets

	December 31,
	2021		2020

Government institutions	$	100	$	128
Deposits at the Chamber of Commerce		54		--
Deferred offering expenses		56		--
Deferred expenses		197		--
Prepaid expenses		13		9
Other		52		36
		472		173

Fixed Assets, Net (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of fixed assets, net

	December 31,
	2021		2020
Cost:

Computers and software	$	754	$	565
Laboratory equipment		196		181
Furniture and office equipment		177		114
Leasehold improvement		136		134
		1,263		994
Accumulated depreciation:

Computers and software	$	535	$	456
Laboratory equipment		55		34
Furniture and office equipment		57		28
Leasehold improvement		46		33
		693		551

Carrying amount		570		443

Other Accounts Payable (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Schedule of other accounts payable

	December 31,
	2021		2020

Employees and related expenses	$	828	$	713
Accrued expenses		199		307
Deferred revenues (*)		87		634
		1,114		1,654

(*)	See also Notes 6D, 6E and 6H below.

Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Schedule of option activity for options to employees, officers and directors

	For the year ended December 31,
	2021							2020							2019
	Number of options			Weighted average exercise price ($)		Weighted average remaining contractual life		Number of options			Weighted average exercise price ($)		Weighted average remaining contractual life		Number of options			Weighted average exercise price ($)		Weighted average remaining contractual life
Outstanding as of beginning of period		1,639,792			6.14		3.75-6.87		706,728			6.14		4.75-5		681,912			6.14		5.76-6.0
Granted		--			--		--		1,502,248			6.14		5.33-7.87		132,044			6.14		5.0
Exercised		(20,724	)		6.14				--			--				--
Forfeited		(354,200	)		6.14				(569,184	)		6.14				(107,228	)		6.4

Outstanding as of end of period		1,264,868			6.14		3.75-6.87		1,639,792			6.14		4.75-7.87		706,728			6.14		4.75-5.0
Exercisable as of end of period		683,723			6.14		3.75-6.87		595,980			6.14		4.75-7.87		181,984			6.14		4.75-5.0

Schedule of total share-based payment expense related to options granted to employees

	Year ended December 31,
	2021		2020		2019

Cost of revenues	$	36	$	--	$	--
Research and development		608		1,119		690
General and administrative		411		1,162		667
Total share-based payment expense		1,055		2,281		1,357

Research and Development, Net (Tables)

12 Months Ended

Dec. 31, 2021

Research and Development [Abstract]

Schedule of research and development

	Year ended December 31,
	2021		2020		2019
Payroll and related expenses	$	5,586	$	5,065	$	4,953
Share-based payment		608		1,119		690
R&D consumables		318		390		635
Rent and office maintenance		390		359		377
Depreciation		132		123		166
Subcontracted work and consulting		64		82		194
Travel and other expenses		110		67		141
		7,208		7,205		7,156

General and Administrative (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Of General And Administrative [Abstract]

Schedule of general and administrative

	Year ended December 31,
	2021		2020		2019

Payroll and related expenses	$	1,508	$	1,563	$	1,219
Share-based payment		411		1,162		667
Professional services		1,133		555		736
Travel expenses		48		26		112
Rent and office maintenance		130		120		126
Depreciation		11		67		17
Marketing and others		75		7		13
		3,316		3,500		2,890

Taxes on Income (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of deferred tax assets

	December 31,
Deferred tax assets:	2021			2020

Deferred taxes due to carryforward losses	$	8,396		$	6,008

Valuation allowance		(8,396	)		(6,008	)
Net deferred tax asset		--			--

Schedule of reconciliation of company’s tax expense

	December 31,
Effective tax expense:	2021			2020			2019

Loss (profit) before taxes	$	(10,220	)	$	(10,707	)	$	(10,032	)
Israeli statutory income tax rate		23	%		23	%		23	%

Theoretical tax benefit		2,351			2,463			2,307
Losses and other items for which a valuation allowance was provided or benefit from loss carryforwards		(2,351	)		(2,463	)		(2,307	)
Income tax expenses		--			--			--

Transactions and Balances with Related Parties (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of transactions

	Year ended December 31,
	2021		2020		2019

Revenues- Related Parties	$	888		--		--
Severance payment to former Company CEO (2)		--	$	234		--

Schedule of balances

	December 31,
	2021		2020

Deferred revenues (1)		--	$	632

Other current assets (2)	$	87		--

Severance expenses to former Company CEO (3)		--	$	234

(1)	See Notes 6C and 6D above.

(2)	See Note 6D above.

(3)	In December 2020, the Company’s former CEO was terminated. According to his employment agreement, the Company paid severance compensation in the amount of $234 in January 2021

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases Disclosure [Abstract]

Schedule of components of lease expenses recorded in the statements of comprehensive loss

	Year ended December 31,
	2021		2020		2019

Operating lease expenses		405		375		388
Short-term lease expenses		--		27		16
		405		402		404

Schedule of future lease payments under operating leases

2022	367
2023	369
2024	353
2025	359
2026	247
Total future lease payments	1,695
Less imputed interest	(173	)
Total lease liability balance	1,522

Schedule of weighted average lease term and weighted average discount rate

Operating leases weighted average remaining lease term (in years)			4.67
Operating leases weighted average discount rate			5	%

General (Details) - Forecast [Member] - USD ($) $ in Millions	Apr. 04, 2022	May 12, 2022
General (Details) [Line Items]
Gross proceeds, offering	$ 15.6
Underwriting discounts and commissions	$ 14.2
Cash and cash equivalents		$ 14.3

Significant Accounting Policies (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Deferred revenue	$ 87	$ 634

Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets	12 Months Ended
	Dec. 31, 2021
Public Utility, Property, Plant and Equipment [Line Items]
Computer software and electronic equipment	33.00%
Leasehold improvements	Over the shorter of the lease term (including the option) or useful life
Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Office furniture and equipment	7.00%
Laboratory equipment	7.00%
Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Office furniture and equipment	15.00%
Laboratory equipment	15.00%

Other Current Assets (Details) - Schedule of other current assets - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of other current assets [Abstract]
Government institutions	$ 100	$ 128
Deposits at the Chamber of Commerce	54
Deferred offering expenses	56
Deferred expenses	197
Prepaid expenses	13	9
Other	52	36
Other current assets, total	$ 472	$ 173

Fixed Assets, Net (Details) - USD ($) $ in Thousands	12 Months Ended
Fixed Assets, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Depreciation expenses	$ 142	$ 190

Fixed Assets, Net (Details) - Schedule of fixed assets, net - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Cost:
Cost	$ 1,263	$ 994
Accumulated depreciation:
Accumulated depreciation	693	551
Carrying amount	570	443
Computers and software [Member]
Cost:
Cost	754	565
Accumulated depreciation:
Accumulated depreciation	535	456
Laboratory equipment [Member]
Cost:
Cost	196	181
Accumulated depreciation:
Accumulated depreciation	55	34
Furniture and office equipment [Member]
Cost:
Cost	177	114
Accumulated depreciation:
Accumulated depreciation	57	28
Leasehold improvement [Member]
Cost:
Cost	136	134
Accumulated depreciation:
Accumulated depreciation	$ 46	$ 33

Other Accounts Payable (Details) - Schedule of other accounts payable - USD ($)
$ in Thousands

Dec. 31, 2021

Dec. 31, 2020

Schedule of other accounts payable [Abstract]

Employees and related expenses

$ 828

$ 713

Accrued expenses

199

307

Deferred revenues

^[1]

634

Other accounts payable, total

$ 1,114

$ 1,654

[1]	See also Notes 6D, 6E and 6H below.

Commitments and Contingencies Liabilities (Details) $ / shares in Units, € in Thousands, $ in Thousands		1 Months Ended		12 Months Ended
	Aug. 03, 2016	Dec. 20, 2021 $ / shares shares	Apr. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) shares	Dec. 31, 2021 EUR (€) shares	Oct. 31, 2021 USD ($)
Commitments and Contingencies Liabilities (Details) [Line Items]
Royalty payments, percentage	2.75%
Option to purchase ordinary shares (in Shares) \| shares		25,080
Service agreement with a consultant description				Subject to satisfactory completion of the Homologation Process no later than 12 months as of the Triggering Event, the Company shall pay the Consultant a onetime bonus payment of NIS 150,000, plus VAT (approximately $47). -Subject to satisfactory completion of commercial sales of the Company’s systems, no later than 18 months as of the Triggering Event, the Company shall pay the Consultant a onetime bonus payment of NIS 350,000, plus VAT (approximately $109).	Subject to satisfactory completion of the Homologation Process no later than 12 months as of the Triggering Event, the Company shall pay the Consultant a onetime bonus payment of NIS 150,000, plus VAT (approximately $47). -Subject to satisfactory completion of commercial sales of the Company’s systems, no later than 18 months as of the Triggering Event, the Company shall pay the Consultant a onetime bonus payment of NIS 350,000, plus VAT (approximately $109).
Exercise price (in Dollars per share) \| $ / shares		$ 6.1393
Payment of monthly remuneration amount				$ 3
Memorandum of understanding, description				The Memorandum of Understanding has expired in September 2021. Following the signing of the Memorandum of Understanding, in December 2020, Knorr-Bremse placed a purchase order to the Company for the development and sale of two prototypes of the LRV system according to specifications required by Knorr-Bremse (the “Purchase Order””). In return for the development and sale of the two prototypes, Knorr-Bremse will pay the Company a total of approximately EUR 397 thousand (approximately $471). During December 2020, Knorr-Bremse paid to the Company in advance according to the terms of the Purchase Order, EUR 320 thousand (approximately $384).	The Memorandum of Understanding has expired in September 2021. Following the signing of the Memorandum of Understanding, in December 2020, Knorr-Bremse placed a purchase order to the Company for the development and sale of two prototypes of the LRV system according to specifications required by Knorr-Bremse (the “Purchase Order””). In return for the development and sale of the two prototypes, Knorr-Bremse will pay the Company a total of approximately EUR 397 thousand (approximately $471). During December 2020, Knorr-Bremse paid to the Company in advance according to the terms of the Purchase Order, EUR 320 thousand (approximately $384).
Development and sales				$ 471
Trade accounts receivable				87	€ 77
Revenues			$ 265	417
Additional payments			$ 133	131
Deferred expenses				145
Deposits amount				$ 91
Capital cost						$ 88
IPO [Member]
Commitments and Contingencies Liabilities (Details) [Line Items]
Period of first commercial sale	5 years
Payment of total proceeds from consideration, percentage	1.50%
Option to purchase ordinary shares (in Shares) \| shares				195,448	195,448
KBCH [Member]
Commitments and Contingencies Liabilities (Details) [Line Items]
Payment of operational function test				$ 292	€ 244
Deferred revenues in other accounts payable				$ 218

Convertible Preferred Shares (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 13, 2020	Dec. 31, 2021	Dec. 31, 2020	Apr. 13, 2020
Convertible Preferred Shares (Details) [Line Items]
Preferred shares, issued (in Shares)		51,282	51,282
Total investment	$ 10,000
Received gross	$ 5,000			$ 5,000
Net proceeds, costs and fees		$ 9,965	$ 4,965
Additional amount		$ 5,000
Preferred A Shares [Member]
Convertible Preferred Shares (Details) [Line Items]
Preferred shares, issued (in Shares)	51,282

Shareholders' Equity (Details) $ / shares in Units, $ in Thousands				1 Months Ended												12 Months Ended
	Jul. 11, 2018 USD ($) shares	Jan. 10, 2018 USD ($) $ / shares shares	Jan. 04, 2018 $ / shares shares	Jul. 01, 2021 ₪ / shares shares	Nov. 30, 2020	Oct. 31, 2020	Jan. 24, 2020	Jan. 19, 2020 $ / shares	Sep. 30, 2019 USD ($)	Mar. 19, 2019 USD ($) $ / shares shares	Nov. 30, 2018 USD ($) $ / shares shares	May 31, 2018 USD ($) $ / shares shares	Jan. 24, 2018	Sep. 30, 2017 USD ($) $ / shares shares	Aug. 31, 2016 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($)	Jun. 30, 2021 USD ($) shares	May 31, 2019 shares	May 01, 2019 USD ($) shares	Apr. 30, 2019 shares	Apr. 06, 2019 USD ($) shares	Mar. 31, 2019 shares	Nov. 02, 2018 shares	Aug. 03, 2018 shares	May 02, 2018 shares	Oct. 31, 2017 shares
Shareholders' Equity (Details) [Line Items]
Gross proceeds (in Dollars) \| $														$ 5,843	$ 2,000
Aggregate shares issued																	1,465,992
Price per share (in Dollars per share) \| $ / shares														$ 5.81		$ 10.43	$ 1.36
Warrants purchase																	3,135,572
Warrants purchase, description																(i) Series A Warrants to purchase 1,465,992 ordinary shares exercisable within 18 months, at an exercise price per share of $4.3, (ii) Series B Warrants to purchase 1,465,992 ordinary shares exercisable within 30 months, at an exercise price per share of $6.14, and (iii) Series C Warrants to purchase 203,588 ordinary shares exercisable within 24 months, at an exercise price per share of $4.91. The net proceeds, after deducting closing costs and fees, amounted to $1,960.
Warrants purchase														951,676					127									951,676
Share issued price per share (in Dollars per share) \| $ / shares														$ 6.14
Exercise price (in Dollars per share) \| $ / shares														$ 6.46			$ 5.54
Costs and fees amounted (in Dollars) \| $														$ 5,280
Company’s equity amounted (in Dollars) \| $														$ 5,192
Warrants exercise																97,548
Warrants per share (in Dollars per share) \| $ / shares																$ 6.21
Series E warrants per share (in Dollars per share) \| $ / shares																$ 5.66
Gross proceeds (in Dollars) \| $												$ 2,700
Aggregate ordinary shares												184,844
Ordinary per share (in Dollars per share) \| $ / shares												$ 14.6
Deducting costs and fees (in Dollars) \| $												$ 2,511
Purchase price percentage																30.00%
Additional shares																510,752
Invested agreement (in Dollars) \| $										$ 9,941
Aggregate number of shares										1,803,296
Company at a price per share (in Dollars per share) \| $ / shares										$ 5.54
Company installments (in Dollars) \| $									$ 5,000
Company installments additional (in Dollars) \| $									$ 5,000
Warrants percentage																	20.00%
Ordinary shares exercised amount (in Dollars) \| $										$ 470									$ 471
Ordinary shares issued																2,332,352
Weighted average volatility																70.00%
Risk free interest rate																1.40%
Dividend yields																0.00%
Weighted average life																5 years
Exercise price per share \| (per share)				₪ 0.01				$ 0.003
Purchase ordinary shares			98,120	195,448
Amortized over								5 years
Research and development expenses (in Dollars) \| $																$ 196	$ 331	$ 305
Option exercise price (in Dollars per share) \| $ / shares			$ 6.1393
General and administrative expenses (in Dollars) \| $																$ 1	$ 99	$ 99
Options granted description			a)On January 4, 2018, the Company granted options to purchase 452,496 ordinary shares to its employees and directors at an exercise price of $6.14 per share. These options expire 10 years after their grant date and vest over three years. One third of the options vested upon the first-year anniversary of the grant date and the remainder of the options vested in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2020 and 2019, the Company recorded an expense of $409 and $469, respectively. For the year ended December 31, 2021, the Company recorded a net reversal of previously recognized expense of $9 due to termination of several employees in respect for such grant.		e)On November 3, 2020, the Company granted options to purchase 107,800 ordinary shares to its employees at an exercise price of $6.14 per share. These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on November 3, 2021 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2021 and 2020, the Company recorded an expense of $62 and $14, respectively, in respect for such grant.	d)In October 2020, the Company granted options to purchase ordinary shares to its Chairman of the Board, its current CEO (which served as VP Research and Development before his appointment as CEO) and its former CEO as follow:The Chairman’s options to purchase 556,820 ordinary shares are exercisable at an exercise price of $6.14 per share. The options vest as follows: (1) options to purchase 139,216 ordinary shares vested in one tranche at the end of 12 months from October 13, 2020; and (2) options to purchase 278,388 ordinary shares will vest in the event that the Company generate a cumulative order backlog (as defined in the option agreement) in the amount of not less than $7,000 by the end of 18 months from October 13, 2020; (3) options to purchase 139,216 ordinary shares will vest in the event that the Company reaches a cumulative order backlog of $15,000 by the end of 24 months from October 13, 2020 (including the first cumulative order backlog); and all subject to him serving as the Active Chairman of the Company’s Board of Directors at the time of vesting. In the event that the Company effectuates an IPO, 25% of the remaining options (i.e. 139,216 options) shall be accelerate and considered fully vested immediately prior to the closing of the IPO. The Company’s current CEO options to purchase 61,600 ordinary shares at an exercise price of $6.14 per share vest as follows: (1) options to purchase 30,800 ordinary shares will vest on the condition that the Company generates, no later than October 12, 2022 a cumulative order backlog (as defined in the option agreement) in an amount not less than $10,000; and (2) options to purchase the remaining 30,800 ordinary shares will vest on the condition that the Company generates, no later than October 12, 2024 a cumulative order backlog (as defined above) in an amount not less than $20,000 (including the first cumulative order backlog); and all subject to him serving in his position at the time of vesting. The Company’s former CEO options to purchase 104,720 ordinary shares were forfeited at the end of his employment in December 2020. For the years ended December 31, 2021 and 2020, the Company recorded an expense of $336 and $211, respectively, in respect for such grants.	c)On January 22, 2020, the Company granted options to purchase 671,308 ordinary shares to its employees at an exercise price of $6.14 per share (of which options to purchase 74,580 ordinary shares were to the Company’s former CEO that were forfeited at the end of his employment in December 2020). These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on September 18, 2020 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2021 and 2020, the Company recorded an expense of $380 and $812, respectively, in respect for such grant. d)In October 2020, the Company granted options to purchase ordinary shares to its Chairman of the Board, its current CEO (which served as VP Research and Development before his appointment as CEO) and its former CEO as follow: The Chairman’s options to purchase 556,820 ordinary shares are exercisable at an exercise price of $6.14 per share. The options vest as follows: (1) options to purchase 139,216 ordinary shares vested in one tranche at the end of 12 months from October 13, 2020; and (2) options to purchase 278,388 ordinary shares will vest in the event that the Company generate a cumulative order backlog (as defined in the option agreement) in the amount of not less than $7,000 by the end of 18 months from October 13, 2020; (3) options to purchase 139,216 ordinary shares will vest in the event that the Company reaches a cumulative order backlog of $15,000 by the end of 24 months from October 13, 2020 (including the first cumulative order backlog); and all subject to him serving as the Active Chairman of the Company’s Board of Directors at the time of vesting. In the event that the Company effectuates an IPO, 25% of the remaining options (i.e. 139,216 options) shall be accelerate and considered fully vested immediately prior to the closing of the IPO. The Company’s current CEO options to purchase 61,600 ordinary shares at an exercise price of $6.14 per share vest as follows: (1) options to purchase 30,800 ordinary shares will vest on the condition that the Company generates, no later than October 12, 2022 a cumulative order backlog (as defined in the option agreement) in an amount not less than $10,000; and (2) options to purchase the remaining 30,800 ordinary shares will vest on the condition that the Company generates, no later than October 12, 2024 a cumulative order backlog (as defined above) in an amount not less than $20,000 (including the first cumulative order backlog); and all subject to him serving in his position at the time of vesting. The Company’s former CEO options to purchase 104,720 ordinary shares were forfeited at the end of his employment in December 2020. For the years ended December 31, 2021 and 2020, the Company recorded an expense of $336 and $211, respectively, in respect for such grants. e)On November 3, 2020, the Company granted options to purchase 107,800 ordinary shares to its employees at an exercise price of $6.14 per share. These options expire 10 years after their grant date and vest over three years in nine tranches.						b)On June 24, 2018, the Company granted options to purchase 196,504 ordinary shares to its employees and directors at an exercise price of $6.14 per share. These options expire 10 years after their grant date and vest over three years in nine tranches. One third of the options vested upon the first-year anniversary and the reminder vested in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2021, 2020 and 2019, the Company recorded an expense of $89, $303 and $368, respectively, in respect for such grant. c)On January 22, 2020, the Company granted options to purchase 671,308 ordinary shares to its employees at an exercise price of $6.14 per share (of which options to purchase 74,580 ordinary shares were to the Company’s former CEO that were forfeited at the end of his employment in December 2020). These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on September 18, 2020 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2021 and 2020, the Company recorded an expense of $380 and $812, respectively, in respect for such grant. d)In October 2020, the Company granted options to purchase ordinary shares to its Chairman of the Board, its current CEO (which served as VP Research and Development before his appointment as CEO) and its former CEO as follow: The Chairman’s options to purchase 556,820 ordinary shares are exercisable at an exercise price of $6.14 per share. The options vest as follows: (1) options to purchase 139,216 ordinary shares vested in one tranche at the end of 12 months from October 13, 2020; and (2) options to purchase 278,388 ordinary shares will vest in the event that the Company generate a cumulative order backlog (as defined in the option agreement) in the amount of not less than $7,000 by the end of 18 months from October 13, 2020; (3) options to purchase 139,216 ordinary shares will vest in the event that the Company reaches a cumulative order backlog of $15,000 by the end of 24 months from October 13, 2020 (including the first cumulative order backlog); and all subject to him serving as the Active Chairman of the Company’s Board of Directors at the time of vesting. In the event that the Company effectuates an IPO, 25% of the remaining options (i.e. 139,216 options) shall be accelerate and considered fully vested immediately prior to the closing of the IPO. The Company’s current CEO options to purchase 61,600 ordinary shares at an exercise price of $6.14 per share vest as follows: (1) options to purchase 30,800 ordinary shares will vest on the condition that the Company generates, no later than October 12, 2022 a cumulative order backlog (as defined in the option agreement) in an amount not less than $10,000; and (2) options to purchase the remaining 30,800 ordinary shares will vest on the condition that the Company generates, no later than October 12, 2024 a cumulative order backlog (as defined above) in an amount not less than $20,000 (including the first cumulative order backlog); and all subject to him serving in his position at the time of vesting. The Company’s former CEO options to purchase 104,720 ordinary shares were forfeited at the end of his employment in December 2020. For the years ended December 31, 2021 and 2020, the Company recorded an expense of $336 and $211, respectively, in respect for such grants. e)On November 3, 2020, the Company granted options to purchase 107,800 ordinary shares to its employees at an exercise price of $6.14 per share. These options expire 10 years after their grant date and vest over three years in nine tranches.
KB Warrants [Member]
Shareholders' Equity (Details) [Line Items]
Warrants purchase																655,732
Series A [Member]
Shareholders' Equity (Details) [Line Items]
Gross proceeds (in Dollars) \| $	$ 1,990	$ 4,255
Warrants purchase	463,056	990,088																								463,056	12,848
Exercise price per share (in Dollars per share) \| $ / shares		$ 4.3
Series C [Member]
Shareholders' Equity (Details) [Line Items]
Gross proceeds (in Dollars) \| $											$ 913
Warrants purchase											185,856														17,732
Exercise price per share (in Dollars per share) \| $ / shares											$ 4.91
Series D [Member]
Shareholders' Equity (Details) [Line Items]
Warrants purchase										214,500				278,916										81,884
Ordinary shares exercised amount (in Dollars) \| $																					$ 1,411		$ 1,711
Series E [Member]
Shareholders' Equity (Details) [Line Items]
Warrants purchase																						303,512	434,016
Exercise price per share (in Dollars per share) \| $ / shares														$ 672,760
Series B [Member]
Shareholders' Equity (Details) [Line Items]
Warrants purchase																				234,608	1,281,456
Options to employees [Member]
Shareholders' Equity (Details) [Line Items]
Percentage weighted average volatility																	70.00%
Dividend yields																	0.00%
Options expired																	6 years
Options to employees [Member] \| Minimum [Member]
Shareholders' Equity (Details) [Line Items]
Risk free interest rate																	0.80%
Options to employees [Member] \| Maximum [Member]
Shareholders' Equity (Details) [Line Items]
Risk free interest rate																	1.03%

Shareholders' Equity (Details) - Schedule of option activity for options to employees, officers and directors - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Shareholders' Equity (Details) - Schedule of option activity for options to employees, officers and directors [Line Items]
Number of options, Outstanding at beginning of period (in Shares)	1,639,792	706,728	681,912
Weighted average exercise price, Outstanding at beginning of period (in Dollars per share)	$ 6.14	$ 6.14	$ 6.14
Number of options, Granted (in Shares)		1,502,248	132,044
Weighted average exercise price, Granted (in Dollars per share)		$ 6.14	$ 6.14
Weighted average remaining contractual life, Granted			5 years
Number of options, Exercised (in Shares)	(20,724)
Weighted average exercise price, Exercised (in Dollars per share)	$ 6.14
Number of options, Forfeited (in Shares)	(354,200)	(569,184)	(107,228)
Weighted average exercise price, Forfeited (in Dollars per share)	$ 6.14	$ 6.14	$ 6.4
Number of options, Outstanding at end of period (in Shares)	1,264,868	1,639,792	706,728
Weighted average exercise price, Outstanding at end of period (in Dollars per share)	$ 6.14	$ 6.14	$ 6.14
Number of options, Exercisable at end of period (in Shares)	683,723	595,980	181,984
Weighted average exercise price, Exercisable at end of period (in Dollars per share)	$ 6.14	$ 6.14	$ 6.14
Minimum [Member]
Shareholders' Equity (Details) - Schedule of option activity for options to employees, officers and directors [Line Items]
Weighted average remaining contractual life, Outstanding at beginning of period	3 years 9 months	4 years 9 months	5 years 9 months 3 days
Weighted average remaining contractual life, Granted		5 years 3 months 29 days
Weighted average remaining contractual life, Outstanding at end of period	3 years 9 months	4 years 9 months	4 years 9 months
Weighted average remaining contractual life, Exercisable at end of period	3 years 9 months	4 years 9 months	4 years 9 months
Maximum [Member]
Shareholders' Equity (Details) - Schedule of option activity for options to employees, officers and directors [Line Items]
Weighted average remaining contractual life, Outstanding at beginning of period	6 years 10 months 13 days	5 years	6 years
Weighted average remaining contractual life, Granted		7 years 10 months 13 days
Weighted average remaining contractual life, Outstanding at end of period	6 years 10 months 13 days	7 years 10 months 13 days	5 years
Weighted average remaining contractual life, Exercisable at end of period	6 years 10 months 13 days	7 years 10 months 13 days	5 years

Shareholders' Equity (Details) - Schedule of total share-based payment expense related to options granted to employees - Share Based Payment Expense [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Shareholders' Equity (Details) - Schedule of total share-based payment expense related to options granted to employees [Line Items]
Cost of revenues	$ 36
Research and development	608	1,119	690
General and administrative	411	1,162	667
Total share-based payment expense	$ 1,055	$ 2,281	$ 1,357

The aggregate cost of goods produced and sold and services rendered during the reporting period.

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Research and Development, Net (Details) - Schedule of research and development - Research and Development Expense [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Research and Development Assets Acquired Other than Through Business Combination [Line Items]
Payroll and related expenses	$ 5,586	$ 5,065	$ 4,953
Share-based payment	608	1,119	690
R&D consumables	318	390	635
Rent and office maintenance	390	359	377
Depreciation	132	123	166
Subcontracted work and consulting	64	82	194
Travel and other expenses	110	67	141
Research and development expense, total	$ 7,208	$ 7,205	$ 7,156

General and Administrative (Details) - Schedule of general and administrative - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of general and administrative [Abstract]
Payroll and related expenses	$ 1,508	$ 1,563	$ 1,219
Share-based payment	411	1,162	667
Professional services	1,133	555	736
Travel expenses	48	26	112
Rent and office maintenance	130	120	126
Depreciation	11	67	17
Marketing and others	75	7	13
Total general and administrative	$ 3,316	$ 3,500	$ 2,890

Taxes on Income (Details) - USD ($) $ in Thousands	12 Months Ended
Taxes on Income (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Taxes on Income (Details) [Line Items]
Net operating losses (in Dollars)	$ 36,504
Israel [Member]
Taxes on Income (Details) [Line Items]
Corporate tax rate	23.00%	23.00%	23.00%

Taxes on Income (Details) - Schedule of deferred tax assets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of deferred tax assets [Abstract]
Deferred taxes due to carryforward losses	$ 8,396	$ 6,008
Valuation allowance	(8,396)	(6,008)
Net deferred tax asset

Taxes on Income (Details) - Schedule of reconciliation of company’s tax expense - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of reconciliation of company’s tax expense [Abstract]
Loss (profit) before taxes	$ (10,220)	$ (10,707)	$ (10,032)
Israeli statutory income tax rate	23.00%	23.00%	23.00%
Theoretical tax benefit	$ 2,351	$ 2,463	$ 2,307
Losses and other items for which a valuation allowance was provided or benefit from loss carryforwards	(2,351)	(2,463)	(2,307)
Income tax expenses

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Transactions and Balances with Related Parties (Details) $ in Thousands	1 Months Ended
	Jan. 31, 2021 USD ($)
Related Party Transactions [Abstract]
Severance compensation amount paid	$ 234

Transactions and Balances with Related Parties (Details) - Schedule of transactions - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of transactions [Abstract]
Revenues- Related Parties	$ 888
Severance payment to former Company CEO (2)		234

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.