0001213900-23-022437 | 20-F | XBRL Viewer

Basic and diluted loss per ordinary share (in Dollars per share)

$ (10,475)

$ (10,220)

$ (10,707)

$ (0.74)

$ (1.12)

$ (1.17)

Weighted average number of ordinary shares outstanding used in computing basic and diluted loss per ordinary share(*) (in Shares)

^[1]

14,174,422

9,148,143

9,136,600

[1]	Retroactively adjusted to reflect the issuance of bonus shares effected on February 13, 2022 (see note 1C).

Statements of Comprehensive Loss (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Basic and diluted loss per ordinary share (in Dollars per share)	$ (0.74)	$ (1.12)	$ (1.17)
Weighted average number of ordinary shares outstanding used in computing basic and diluted loss per ordinary share	14,174,422	9,148,143	9,136,600

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Balance (in Shares) at Dec. 31, 2019

Statements of Convertible Preferred Shares and Changes in Shareholders’ Equity - USD ($)
$ in Thousands

Convertible Preferred A Shares

Ordinary Shares

Additional paid in capital

Accumulated Deficit

Total

Balance at Dec. 31, 2019

$ 25

^[1]

$ 33,052

$ (23,412)

$ 9,665

9,136,600

^[1]

Issuance of convertible preferred shares, net of issuance costs

^[2]

$ 4,965

^[1]

Issuance of convertible preferred shares, net of issuance costs (in Shares)

^[2]

51,282

^[1]

^[1]

1,949

^[1]

^[1]

(10,707)

Balance (in Shares) at Dec. 31, 2020

^[1]

Balance at Dec. 31, 2020

$ 4,965

$ 25

^[1]

35,001

(34,119)

907

51,282

9,136,600

^[1]

Issuance of convertible preferred shares

$ 5,000

^[1]

Issuance of convertible preferred shares (in Shares)

^[1]

Issuance of shares as a result of exercise of options

^[1],[3]

127

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

^[1]

20,724

^[1]

859

^[1]

^[1]

(10,220)

Balance (in Shares) at Dec. 31, 2021

^[1]

Balance at Dec. 31, 2021

$ 9,965

$ 25

^[1]

35,987

(44,339)

(8,327)

51,282

9,157,324

^[1]

Issuance of convertible preferred shares

$ 2,000

^[4]

Issuance of convertible preferred shares (in Shares)

10,256

^[4]

Conversion of convertible preferred shares into ordinary shares upon completion of initial public offering

$ (11,965)

$ 8

^[4]

11,957

11,965

Conversion of convertible preferred shares into ordinary shares upon completion of initial public offering (in Shares)

(61,538)

2,707,672

^[4]

Issuance of units of ordinary shares and warrants in connection with the initial public offering, net of issuance costs

^[5]

$ 12

^[4]

13,575

13,587

Issuance of units of ordinary shares and warrants in connection with the initial public offering, net of issuance costs (in Shares)

^[5]

3,787,241

^[4]

Conversion of convertible debt into ordinary shares upon completion of initial public offering

$ 1

^[4]

999

1,000

Conversion of convertible debt into ordinary shares upon completion of initial public offering (in Shares)

242,131

^[4]

Issuance of shares as a result of exercise of options

^[3],[4]

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

1,672

^[4]

^[4]

505

^[4]

^[4]

(10,475)

Balance (in Shares) at Dec. 31, 2022

^[4]

Balance at Dec. 31, 2022

$ 46

^[4]

$ 63,033

$ (54,814)

$ 8,265

^[4]

15,896,040

[1]	Retroactively adjusted to reflect the issuance of bonus shares effected on February 13, 2022 (see note 1C)
[2]	Issuance costs in the amount of approximately $35.
[3]	Represents an amount less than $1.
[4]	Retroactively adjusted to reflect the issuance of bonus shares effected on February 13, 2022 (see note 1C)
[5]	Issuance costs in the amount of approximately $2,060.

Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
Statements of Cash Flows - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Loss for the year	$ (10,475)	$ (10,220)	$ (10,707)
Adjustments to reconcile loss to net cash used in operating activities:
Depreciation	150	142	190
Share-based payment	505	1,055	2,281
Change in operating lease liability	(159)	(91)	134
Changes in operating assets and liabilities:
Decrease (increase) in other current assets	163	(381)	15
Increase (decrease) in trade accounts payable	(83)	87	(86)
Increase (decrease) in other accounts payable	(82)	(540)	973
Net cash used in operating activities	(9,981)	(9,948)	(7,200)
Cash flows from investing activities
Purchase of fixed assets	(29)	(273)	(122)
Net cash used in investing activities	(29)	(273)	(122)
Cash flows from financing activities:
Issuance of preferred A shares	2,000	5,000	4,965
Proceeds from a convertible debt	1,000
Proceeds from exercise of options	10	127
Issuance of ordinary shares and warrants, net of issuance expenses	13,643
Net cash provided by financing activities	16,653	5,127	4,965
Increase (decrease) in cash, cash equivalents and restricted cash	6,643	(5,094)	(2,357)
Cash, cash equivalents and restricted cash at the beginning of the period	1,849	6,943	9,300
Cash, cash equivalents and restricted cash at the end of the period	8,492	1,849	6,943
Non Cash Activities:
Obtaining a right-of-use asset in exchange for a lease liability		458	35
Conversion of preferred shares	11,965
Conversion of a convertible debt	1,000
Decrease of deferred expenses against additional paid in capital	$ 56

General

12 Months Ended

Dec. 31, 2022

General [Abstract]

GENERAL

NOTE 1 - GENERAL

Reporting Entity:

Rail Vision Ltd. (the “Company”) was incorporated and registered in Israel on April 18, 2016. 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 8B (8) below).

The Company’s activities are subject to significant risks and uncertainties. The Company 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 including, among other things, competition associated with the industry in general, 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.

Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from existing shareholders and/or outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to successfully complete the development of, and to commercialize, its products. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.

C. 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 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 share amounts, share prices, and exercise prices have been adjusted retroactively within these financial statements to reflect the issuance of the bonus shares.

Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

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.

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, 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 payable, accrued expenses and employees and related expenses 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. The Company also 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 2022 and 2021, 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.

Revenues from product sales are recognized upon the transfer of control, which is generally upon shipment or delivery.

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, 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 and directors 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. The Company’s incremental borrowing rate is used in determining the present value of lease payments because rate implicit in the Company’s leases is not readily determinable. 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 continues 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.

Other Current Assets

12 Months Ended

Dec. 31, 2022

Other Current Assets [Abstract]

OTHER CURRENT ASSETS

NOTE 3 - OTHER CURRENT ASSETS

Composition:

	December 31,
	2022		2021

Government institutions	$	27	$	100
Deposits at the Chamber of Commerce		49		54
Deferred offering expenses		—		56
Deferred expenses		—		197
Prepaid expenses		118		13
Other		31		52
	$	225	$	472

Fixed Assets, Net

12 Months Ended

Dec. 31, 2022

Fixed Assets, Net [Abstract]

FIXED ASSETS, NET

NOTE 4 - FIXED ASSETS, NET

	December 31,
	2022		2021
Cost:

Computers and software	$	767	$	754
Laboratory equipment		197		196
Furniture and office equipment		178		177
Leasehold improvement		136		136
		1,278		1,263
Accumulated depreciation:

Computers and software	$	565	$	535
Laboratory equipment		79		55
Furniture and office equipment		126		57
Leasehold improvement		59		46
		829		693

Carrying amount	$	449	$	570

Depreciation expenses for the years ended December 31, 2022, and 2021 were $150 and $142, respectively.

Other Accounts Payable

12 Months Ended

Dec. 31, 2022

Other Accounts Payable [Abstract]

OTHER ACCOUNTS PAYABLE

NOTE 5 - OTHER ACCOUNTS PAYABLE

	December 31,
	2022		2021

Employees and related expenses	$	824	$	828
Accrued expenses		208		199
Deferred revenues (*)		—		87
	$	1,032	$	1,114

(*)

See also Note 6H below.

Commitments and Contingencies Liabilities

12 Months Ended

Dec. 31, 2022

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 initial public offering or (c) a change of control (as defined in the Railway Agreement), Israel Railways will be entitled to a payment of 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 initial public offering, (b) a change of control (as defined in the Railways Agreement) Israel Railways will be entitled to a payment of a total of 1.5% of the total proceeds from an Initial Public Offering (“IPO”) or consideration, received by the Company or its shareholders, as a result of change of control (as defined in the Railway Agreement).

Upon the completion of the initial public offeringon April 4, 2022 (see Note 8B(8)) the Company paid to Israeli Railways a consideration of 1.5% of the actual IPO proceeds, which was approximately $213 and its right for payment of royalties has expired.

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.

The Railway Agreement was terminated and canceled by the parties under an agreement signed on January 31, 2023 (see Note 14A below).

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 (the “Railways Commercial Agreement”).

According to the MOU, the Company and Israel Railways will conduct negotiations in good faith, with a view to entering into the Railways 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.

Subsequent to December 31, 2022 on January 31, 2023 the Company signed the Railways Commercial Agreement with Israel Railways. See Note 14A below.

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 the Company’s management in its negotiations with Israel Railways relating the Homologation Process (as defined below) and the commercial sales of the Company’s systems to Israel Railways.

The “Homologation Process” will 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.

“Commercial Sales” shall include negotiating and signing supply agreement(s) or purchase orders between the Company and Israel Railways under which Israel Railways shall purchase from the Company at least five (5) Systems, the supply and installation of at least five Systems on Israel Railways locomotives and receiving the entire consideration by the Company from Israel Railways under the above supply agreements or purchase orders.

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

Subject to satisfactory completion of Commercial Sales, 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) (the “Commercial Bonus”).

The signing of the MOU on August 12, 2021 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.

The Consultant’s right for the Homologation Bonus and the Commercial Bonus has expired on August 12, 2022 and February 12, 2023, respectively, as the periods of 12 and 18 months, respectively, from the occurrence of the Triggering Event has passed without the completion of both terms.

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

The service agreement with the Consultant 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.

Memorandum of Understanding between the Company and Knorr-Bremse:

On September 17, 2020, a non-binding memorandum of understanding (the “Knorr-Bremse MOU”) was signed between the Company and Knorr-Bremse Systeme für Schienenfahrzeuge GmbH, an affiliate of Knorr-Bremse AG (“Knorr-Bremse”) regarding cooperation between the parties with respect to Light Rail Vehicle (“LRV”) systems.

Following the signing of the Knorr-Bremse MOU, in December 2020, Knorr-Bremse placed a purchase order to the Company for developing two prototypes of the LRV system according to specifications required by Knorr Bremse (the “Knorr Bremse Purchase Order”). In return for the development of the two prototypes, Knorr Bremse paid the Company a total of approximately EUR 397 thousand (approximately $471).

As of December 31, 2021 the Company completed its commitment according to the Knorr Bremse Purchase Order for the supply of the two LRV prototype systems to Knorr-Bremse. Accordingly, the Company recognized revenues in 2021 from the sale of the two LRV prototype systems and the related services in a total amount of approximately $471.

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

In August 2020, the Company entered into a framework agreement (the “KBCH 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 Bahnen Cargo (“SBBC”), a freight train company in Switzerland.

Under the KBCH Framework Agreement, the Company provided KBCH with one prototype of the shunting yard system which has been installed on a shunting locomotive in the SBBC shunting yard, for the purpose of examining the operational performance of the shunting yard system (the “Operational Function Test”).

In consideration for the prototype provided 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 procedure, the Company undertook to provide various professionals, as needed, in exchange for payment at the maximum rates and amounts determined in the KBCH Framework Agreement. Accordingly, during 2021, KBCH paid the Company an additional amount of approximately. EUR 110 thousand (approximately $125) for the Company’s services supporting the installation and operation of the system and its participation in part of the overall licensing process of the operating concept that were fully provided during the reporting period.

As the delivery of the prototype 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 Knorr-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 General Meeting 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 with 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”).

In September 2022, the Company completed the Long-Term Pilot and accordingly recognized revenues in the year ended December 31, 2022 from the Long Term Pilot in the total amount of EUR 192 thousands (approximately $202).

In September 2021 the Company received a purchase order (“PO”) from a customer in the United States (the “U.S. Customer”) for a Proof of Concept (“POC”) regarding to a detection system which will focus on railway infrastructure inspection and is based on the Company’s sensors and algorithmic capabilities, utilizing cloud computing to handle data collections and measurements. In October 2021, the U.S. Customer paid the Company a total amount of $87 as an advance payment according to the PO. As of December 31, 2021 the Company’s recorded deferred revenues in the amount of $87 in other accounts payable.

In March 2022, the Company completed the POC and accordingly recognized revenues in the year ended December 31, 2022 from the POC in the total amount of approximately $219.

Convertible Preferred Shares

12 Months Ended

Dec. 31, 2022

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. As of December 31, 2021, the net proceeds, after deducting closing costs and fees, amounted to $9,965.

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, and February 14, 2022 the Company and Knorr-Bremse signed two amendments to the investment agreement, 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.

Preferred A shares were entitled to all the rights of the Company’s ordinary shares and additional rights regarding liquidation preference and listing rights. Holders of Preferred A shares were 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 Company’s 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.

Immediately prior to the completion of the IPO on April 4, 2022 (see Note 8B(8)), 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 above).

Shareholders' Equity

12 Months Ended

Dec. 31, 2022

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.

Regarding Issuance of bonus shares see Note 2C above.

Issuance of ordinary shares and warrants:

(1)

In August and November 2016, the Company raised gross proceeds of $1,960 (net proceeds, after deducting closing costs and fees) 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 three series of warrants (A, B and C) to purchase 3,135,572 ordinary shares.

From January 10, 2018 through November 2, 2018, series A and C warrants were exercised into 1,639,000 ordinary shares for an aggregate of $7,158. The remaining series C warrants to purchase 17,732 ordinary shares expired on November 2, 2018.

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

(2)

In September and October 2017, the Company raised $5,192 (net proceeds, after deducting closing costs and fees) 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 two series of warrants (D and E) to purchase 951,676 ordinary shares.

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

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

(3)

From February through May 2018, the Company raised gross proceeds of $2,511 (net) through private placements of its ordinary shares (the “2018 Private Placement”). The Company issued an aggregate of 184,844 ordinary shares.

The investment transaction detailed in Note 8B (4) below, triggered anti-dilution rights that were included in the above mentioned private placement, and accordingly an additional 510,752 ordinary shares were issued to the investors in the 2018 Private Placement.

(4)

On March 19, 2019, the Company and Knorr-Bremse entered into an agreement whereby Knorr-Bremse 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.

Knorr-Bremse 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. During March 2019 through May 2019, all of the KB warrants have been exercised or expired (see also Note 8B(1) – (2) above).

(5)

During April – June 2021, an aggregate of options to purchase 20,724 Ordinary Shares were exercised by former Company employees resulting in proceeds of $127.

(6)

During March 2022, options to purchase 1,672 Ordinary Shares were exercised by former Company employees resulting in proceeds of $10.

(7)

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 initial public offering such that immediately prior to the closing of an initial public offering the Investment Amount shall automatically convert into the number of shares and warrants equal to the Investment Amount divided by the initial public offering price. The warrants which shall be issued shall have the same terms as the warrants to be issued in the initial public offering except such warrants shall not be registered under the Securities Act of 1933, as amended, and shall not be tradeable.

Immediately prior to the completion of the IPO on April 4, 2022 (see Note 8B(8) below) the Investment Amount was automatically converted to 242,131 ordinary shares and 242,131 warrants to purchase ordinary shares, with an exercise price of $4.13 per share, immediately exercisable and will expire five years from the date of issuance.

(8)

On April 4, 2022, the Company completed its IPO, in which the Company issued 3,787,241 units. Each unit includes one ordinary share and one warrant to purchase one ordinary share at an exercise price of $4.13. The warrants are exercisable at any time up to five years after the IPO.

Gross proceeds for the offering were approximately $15,647 (including exercise of over-allotment options as described below) and net proceeds of approximately $13,587 after deducting underwriting discounts and commissions and 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 IPO 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.

Equity Incentive Plan:

In January 2017, the Board authorized an incentive share option plan which was amended on March 21, 2022, and on September 13,2022 (“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 an amount of $196, $331, were recorded in the Company’s statements of comprehensive loss for the years ended December 31, 2021 and 2020, respectively included in research and development expenses and no expenses were recorded in the year ended December 31, 2022 According to amendments to the option agreement the warrants will expire at the earlier of the following: (1) the passing of five business days following Israel Railways’ receipt of a government approval; or (2) June 30, 2023. On January 25, 2023, Israel Railways notified the Company that it exercises its option and accordingly the Company issued 195,448 ordinary shares to Israel Railways.

(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.

(3)

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

(4)

Regarding the grant of warrants to an IR service provider, subsequent to December 31, 2022, see Note 14D below.

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 68%, risk free interest rates of 0.43%-2.83%, 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,
	2022								2021							2020
	Amount of options			Weighted average exercise price			Weighted average remaining contractual life		Amount of options			Weighted average exercise price		Weighted average remaining contractual life		Amount of options			Weighted average exercise price		Weighted average remaining contractual life
				$								$							$
Outstanding as of beginning of period		1,264,868			6.14	(*)		7.5		1,639,792			6.14		8.9		706,728			6.14		4.9
Granted		1,058,890			1.85					—			—				1,502,248			6.14
Exercised		(1,672	)		6.14					(20,724	)		6.14				—			—
Forfeited or expired		(421,190	)		6.14					(354,200	)		6.14				(569,184	)		6.14

Outstanding as of end of period		1,900,896			2.20			8.2		1,264,868			6.14		7.5		1,639,792			6.14		6.5
Exercisable as of end of period		805,062			2.46			6.6		683,723			6.14		7.4		595,980			6.14		6.8

(*)

Regarding repricing during 2022, see Note 8E(3)(k) below.

The weighted average fair value of options granted during the year ended December 31, 2022, was $0.479 per share.

As of December 31, 2022, the total unrecognized share-based payment expenses related to nonvested awards was $498, which is expected to be recognized over the next 2.75 years.

(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 year ended December 31, 2020, the Company recorded an expense of $409. 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. No expenses have been recorded for the year ended December 31, 2022.

On June 24, 2018, the Company granted options to purchase 188,100 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 and 2020, the Company recorded an expense of $89 and $303, respectively, in respect for such grant. No expenses have been recorded for the year ended December 31, 2022.

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, 2022, 2021 and 2020, the Company recorded an expense of $163, $380 and $812, respectively, in respect for such grant.

In October 2020, the Company granted to its former chairman of the Board 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 139,205 ordinary shares vested in one tranche at the end of 12 months from October 13, 2020; and (2) options to purchase 278,410 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 139,205 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 at the time of vesting.

In the event that the Company effectuates an initial public offering, 25% of his unvested options (i.e., 139,216 options) shall be accelerate and considered fully vested immediately prior to the closing of the IPO. Accordingly, upon the completion of the IPO on April 4, 2022 (see Note 8B(8)), 139,216 have been accelerate and are considered fully vested.

As of December 31, 2022, a total of 278,410 of the former chairman’s options has expired as the periods of 18 and 24 months has passed and the Company did not reach the required cumulative order backlogs, as detailed above.

For the years ended December 31, 2022, 2021 and 2020, the Company recorded an expense of $133, $332 and $199,respectively, in respect for such grants.

In October 2020, the Company granted to its 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.

As of December 31, 2022, a total of 30,800 of the CEO’s options has expired as the period of 24 months has passed and the Company did not reach the required cumulative order backlog, as detailed above.

For the years ended December 31, 2022, 2021 and 2020, the Company recorded an expense of $20, $12 and $12 , respectively, in respect for such grant.

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, 2022, 2021 and 2020, the Company recorded an expense of $46, $62 and $14, respectively, in respect for such grant.

On May 11, 2022, the Company granted to three officers options to purchase 547,162 ordinary shares including 266,216 to its former chairman of the Board, 156,081 to its CEO and 124,865 to its CFO, at an exercise price of $1.85 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). These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on May 11, 2023 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2022. The Company recorded an expense of $61, in respect for such grant.

On May 11, 2022, and June 6, 2022, the Company granted to four of its directors’ options to purchase 119,796 ordinary shares and 39,932 ordinary shares, respectively, with an exercise price of $1.85 per share. Such options will vest one-third following 12 months from the grant date of such options, second one-third following 24 months from the grant date and the balance following 36 months. For the year ended December 31, 2022, the Company recorded an expense of $17 in respect for such grant.

On September 13, 2022 the Company granted 252,000 options to its employees at an exercise price of $1.85 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 September 13, 2023 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2022, the Company recorded an expense of $10, in respect for such grant.

On September 13, 2022 the Company granted 100,000 options to two of its officers at an exercise price of $1.85 per share. These options expire 10 years after their grant date and vest in twelve equal quarterly tranches over a period of three years. For the years ended December 31, 2022, the Company recorded an expense of $4, in respect for such grant.

On September 13, 2022, in accordance with the terms of the 2017 Plan, the Board approved a modification of 375,716 outstanding options held by officers and employees that had an exercise price of $6.14 per share and reduced the exercise price to $1.85 per share. This resolution was effective from November 3, 2022, after receiving approval from the Israeli Tax Authorities. The Company calculated the fair value of such options immediately before and after the modification. The Company immediately recognized the additional fair value attributable to vested options, approximately $51, as share based payment expenses. The additional fair value resulting from the modification, approximately $30, is being expensed over the remaining vesting period of the modified options.

The modification of 368,170 additional outstanding options held by the Company’s CEO and two Directors was approved by the Board and is subject to an approval by the Company’s shareholders.

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,
	2022		2021		2020

Cost of revenues	$	8	$	36	$	—
Research and development		174		608		1,119
General and administrative		323		411		1,162
Total share-based payment expense	$	505	$	1,055	$	2,281

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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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

RESEARCH AND DEVELOPMENT, NET

Research and Development, Net

12 Months Ended

Dec. 31, 2022

Research and Development [Abstract]

NOTE 9 - RESEARCH AND DEVELOPMENT, NET

	Year ended December 31,
	2022		2021		2020

Payroll and related expenses	$	5,049	$	5,586	$	5,065
Share-based payment		174		608		1,119
R&D consumables		160		318		390
Rent and office maintenance		355		390		359
Depreciation		130		132		123
Subcontracted work and consulting		15		64		82
Travel and other expenses		347		110		67
	$	6,230	$	7,208	$	7,205

General and Administrative

12 Months Ended

Dec. 31, 2022

General and Administrative [Abstract]

GENERAL AND ADMINISTRATIVE

NOTE 10 - GENERAL AND ADMINISTRATIVE

	Year ended December 31,
	2022		2021		2020

Payroll and related expenses	$	1,845	$	1,508	$	1,563
Share-based payment		323		411		1,162
Professional services		1,451		1,133		555
Travel expenses		115		48		26
Rent and office maintenance		118		130		120
Depreciation		20		11		67
Marketing and others		393		75		7
	$	4,265	$	3,316	$	3,500

Taxes on Income

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

TAXES ON INCOME

NOTE 11 - TAXES ON INCOME

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

The Israeli corporate tax rate was 23% in 2022, 2021 and 2020.

As of December 31, 2022, the Company generated net operating losses of approximately $42,795, 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 yet generated 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 foreseeable future. Therefore, a valuation allowance was recorded to cover the entire balance of the deferred tax assets.

	December 31,
	2022			2021
Deferred tax assets:
Deferred taxes due to carryforward losses	$	9,843		$	8,396

Valuation allowance		(9,843	)		(8,396	)
Income tax expenses		—			—

The Company has no uncertain tax positions and foreign sources of income.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

TRANSACTIONS AND BALANCES WITH RELATED PARTIES

Transactions and Balances with Related Parties

12 Months Ended

Dec. 31, 2022

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,
	2022		2021		2020

Revenues		__	$	888		__
Severance payment to former Company CEO					$	234
General and administrative expenses (*)	$	147		__

(*)

One time IPO bonus in the amount of $97 and $50 to the Company’s CEO and its former chairman, respectively.

Balances:

	December 31,
	2022		2021

Accounts receivable (1)	$	__	$	87
Other current assets	$	27	$	__

(1)	See Note 6D above.

Leases

12 Months Ended

Dec. 31, 2022

Leases [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, instead of the additional lease period under the option in the lease, the Company extended the lease period for another five years beginning on September 9, 2021 (the date the current lease period ends) until September 8, 2026 (the “Lease Update”).

According to the Lease Update, the monthly rent for the Company’s offices (excluding parking and management fees) 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.

According to the Lease Update, 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.

At the time of the amendment, the Company updated its lease liability and right-of-use asset in a total amount of approx. $458, which reflects the expected lease term until September 8, 2026.

For the years ended December 31, 2022 2021 and 2020, operating lease expenses recorded in the Statements of Comprehensive Loss were $357, $405 and $375, respectively.

Future lease payments under operating leases as of December 31, 2022 were as follows:

2023	326
2024	312
2025	317
2026	219
Total future lease payments	1,174
Less imputed interest	(95	)
Total lease liability balance	1,079

The weighted average lease term and weighted average discount rate as of December 31, 2022 was as follows:

Operating leases weighted average remaining lease term (in years)			3.75
Operating leases weighted average discount rate			5	%

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 14 - SUBSEQUENT EVENTS

Israel Railways

Following the Railways MOU with Israel Railways as detailed in Note 6B. above on January 31, 2023 the Company signed an agreement with Israel Railways to purchase ten (10) Rail Vision Main Line Systems and related services for a total amount of approximately $1.4 million.

Regarding the exercise of Israel Railways options subsequent to December 31, 2022, see Note 8D(1) above.

On January 19, 2023, the Company announced the appointment of an existing director, Mark Cleobury, as Chairman of the Board. Mr. Cleobury succeeds Shmuel Donnerstein who served as the Company’s Chairman since 2020. Donnerstein will continue to serve Rail Vision as a Board member.

On February 16, 2023, a leading US-based rail and leasing services company purchased a Switch Yard System for $140,000 with support, to evaluate its performance during a six-month trial. The Company’s new customer offers a suite of rail-centric services including in-plant rail switching and material handling services.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

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

Use of estimates in the preparation of financial statements:

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:

Revenues from product sales are recognized upon the transfer of control, which is generally upon shipment or delivery.

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:

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

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, 2022

Other Current Assets [Abstract]

Schedule of other current assets

	December 31,
	2022		2021

Government institutions	$	27	$	100
Deposits at the Chamber of Commerce		49		54
Deferred offering expenses		—		56
Deferred expenses		—		197
Prepaid expenses		118		13
Other		31		52
	$	225	$	472

Fixed Assets, Net (Tables)

12 Months Ended

Dec. 31, 2022

Fixed Assets, Net [Abstract]

Schedule of fixed assets, net

	December 31,
	2022		2021
Cost:

Computers and software	$	767	$	754
Laboratory equipment		197		196
Furniture and office equipment		178		177
Leasehold improvement		136		136
		1,278		1,263
Accumulated depreciation:

Computers and software	$	565	$	535
Laboratory equipment		79		55
Furniture and office equipment		126		57
Leasehold improvement		59		46
		829		693

Carrying amount	$	449	$	570

Other Accounts Payable (Tables)

12 Months Ended

Dec. 31, 2022

Other Accounts Payable [Abstract]

Schedule of other accounts payable

	December 31,
	2022		2021

Employees and related expenses	$	824	$	828
Accrued expenses		208		199
Deferred revenues (*)		—		87
	$	1,032	$	1,114

(*)

See also Note 6H below.

Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

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

	For the year ended December 31,
	2022								2021							2020
	Amount of options			Weighted average exercise price			Weighted average remaining contractual life		Amount of options			Weighted average exercise price		Weighted average remaining contractual life		Amount of options			Weighted average exercise price		Weighted average remaining contractual life
				$								$							$
Outstanding as of beginning of period		1,264,868			6.14	(*)		7.5		1,639,792			6.14		8.9		706,728			6.14		4.9
Granted		1,058,890			1.85					—			—				1,502,248			6.14
Exercised		(1,672	)		6.14					(20,724	)		6.14				—			—
Forfeited or expired		(421,190	)		6.14					(354,200	)		6.14				(569,184	)		6.14

Outstanding as of end of period		1,900,896			2.20			8.2		1,264,868			6.14		7.5		1,639,792			6.14		6.5
Exercisable as of end of period		805,062			2.46			6.6		683,723			6.14		7.4		595,980			6.14		6.8

(*)

Regarding repricing during 2022, see Note 8E(3)(k) below.

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

	Year ended December 31,
	2022		2021		2020

Cost of revenues	$	8	$	36	$	—
Research and development		174		608		1,119
General and administrative		323		411		1,162
Total share-based payment expense	$	505	$	1,055	$	2,281

Research and Development, Net (Tables)

12 Months Ended

Dec. 31, 2022

Research and Development [Abstract]

Schedule of research and development

	Year ended December 31,
	2022		2021		2020

Payroll and related expenses	$	5,049	$	5,586	$	5,065
Share-based payment		174		608		1,119
R&D consumables		160		318		390
Rent and office maintenance		355		390		359
Depreciation		130		132		123
Subcontracted work and consulting		15		64		82
Travel and other expenses		347		110		67
	$	6,230	$	7,208	$	7,205

General and Administrative (Tables)

12 Months Ended

Dec. 31, 2022

General and Administrative [Abstract]

Schedule of general and administrative

	Year ended December 31,
	2022		2021		2020

Payroll and related expenses	$	1,845	$	1,508	$	1,563
Share-based payment		323		411		1,162
Professional services		1,451		1,133		555
Travel expenses		115		48		26
Rent and office maintenance		118		130		120
Depreciation		20		11		67
Marketing and others		393		75		7
	$	4,265	$	3,316	$	3,500

Taxes on Income (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of deferred tax assets

	December 31,
	2022			2021
Deferred tax assets:
Deferred taxes due to carryforward losses	$	9,843		$	8,396

Valuation allowance		(9,843	)		(8,396	)
Income tax expenses		—			—

Transactions and Balances with Related Parties (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of transactions

	Year ended December 31,
	2022		2021		2020

Revenues		__	$	888		__
Severance payment to former Company CEO					$	234
General and administrative expenses (*)	$	147		__

(*)

One time IPO bonus in the amount of $97 and $50 to the Company’s CEO and its former chairman, respectively.

Schedule of balances

	December 31,
	2022		2021

Accounts receivable (1)	$	__	$	87
Other current assets	$	27	$	__

(1)	See Note 6D above.

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of future lease payments under operating leases

2023	326
2024	312
2025	317
2026	219
Total future lease payments	1,174
Less imputed interest	(95	)
Total lease liability balance	1,079

Schedule of weighted average lease term and weighted average discount rate

Operating leases weighted average remaining lease term (in years)			3.75
Operating leases weighted average discount rate			5	%

Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets	12 Months Ended
	Dec. 31, 2022
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, 2022	Dec. 31, 2021
Schedule Of Other Current Assets Abstract
Government institutions	$ 27	$ 100
Deposits at the Chamber of Commerce	49	54
Deferred offering expenses		56
Deferred expenses		197
Prepaid expenses	118	13
Other	31	52
Other current assets, total	$ 225	$ 472

Fixed Assets, Net (Details) - USD ($) $ in Thousands	12 Months Ended
Fixed Assets, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Depreciation expenses	$ 150	$ 142

Fixed Assets, Net (Details) - Schedule of fixed assets, net - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Cost	$ 1,278	$ 1,263
Accumulated depreciation	829	693
Carrying amount	449	570
Computers and software [Member]
Property, Plant and Equipment [Line Items]
Cost	767	754
Accumulated depreciation	565	535
Laboratory equipment [Member]
Property, Plant and Equipment [Line Items]
Cost	197	196
Accumulated depreciation	79	55
Furniture and office equipment [Member]
Property, Plant and Equipment [Line Items]
Cost	178	177
Accumulated depreciation	126	57
Leasehold improvement [Member]
Property, Plant and Equipment [Line Items]
Cost	136	136
Accumulated depreciation	$ 59	$ 46

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

Dec. 31, 2022

Dec. 31, 2021

Schedule Of Other Accounts Payable Abstract

Employees and related expenses

$ 824

$ 828

Accrued expenses

208

199

Deferred revenues

^[1]

Other accounts payable, total

$ 1,032

$ 1,114

[1]	See also Note 6H below.

Commitments and Contingencies Liabilities (Details) $ / shares in Units, € in Thousands			1 Months Ended	12 Months Ended
	Apr. 07, 2022	Aug. 03, 2016	Dec. 20, 2021 $ / shares shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2022 EUR (€) shares	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($)	Oct. 31, 2021 USD ($)
Commitments and Contingencies Liabilities (Details) [Line Items]
Royalty payments, percentage		2.75%
Payment of total proceeds from consideration, percentage	213.00%
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) (the “Homologation Bonus”). -Subject to satisfactory completion of Commercial Sales, 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) (the “Commercial Bonus”).	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) (the “Homologation Bonus”). -Subject to satisfactory completion of Commercial Sales, 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) (the “Commercial Bonus”).
Exercise price (in Dollars per share) \| $ / shares			$ 6.1393
Payment of monthly remuneration amount				$ 3,000
Company total amount				471	€ 397
Development and sales				471,000
Installation and operation				125,000	€ 110	$ 409,000
Revenues				417,000
Deferred revenues in other accounts payable				202,000
Capital cost								$ 87,000
Deferred revenue in the amount of other accounts payable							$ 87,000
Additional payments				$ 219,000
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%
Payment of total proceeds from consideration, percentage	1.50%
Option to purchase ordinary shares (in Shares) \| shares				195,448	195,448
Knorr-Bremse Rail Systems Schweiz AG [Member]
Commitments and Contingencies Liabilities (Details) [Line Items]
Payment of operational function test				$ 292,000	€ 244
Deferred revenues in other accounts payable \| €					€ 192

Convertible Preferred Shares (Details) - USD ($) $ in Thousands			12 Months Ended
	Apr. 04, 2022	Oct. 13, 2020	Dec. 31, 2022	Dec. 31, 2021
Convertible Preferred Shares (Details) [Line Items]
Preferred shares, issued	61,538			51,282
Total investment (in Dollars)		$ 10,000
Net proceeds, costs and fees (in Dollars)				$ 9,965
Additional amount (in Dollars)			$ 5,000
Investment agreement description			(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.
Conversion shares	2,707,672
Issuance of preferred A shares	10,256
Preferred A Shares [Member]
Convertible Preferred Shares (Details) [Line Items]
Preferred shares, issued		51,282

Shareholders' Equity (Details) $ / shares in Units, € in Thousands, $ in Thousands						1 Months Ended													4 Months Ended	10 Months Ended	12 Months Ended
	Nov. 03, 2022	Sep. 13, 2022	May 11, 2022	Apr. 04, 2022 $ / shares shares	Jan. 04, 2018 $ / shares shares	Jan. 25, 2023 shares	Mar. 31, 2022 USD ($) shares	Jan. 31, 2022 USD ($)	Jul. 01, 2021 ₪ / shares shares	Oct. 31, 2020 $ / shares shares	Jan. 22, 2020	Jan. 19, 2020 $ / shares	Mar. 19, 2019 USD ($) $ / shares shares	Nov. 30, 2018 USD ($) $ / shares	May 31, 2018 shares	Jan. 24, 2018	Sep. 30, 2017 USD ($)	Aug. 31, 2016 USD ($)	May 31, 2018 USD ($)	Nov. 02, 2018 USD ($) shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 EUR (€) shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares	Jun. 30, 2021 shares	May 31, 2019 shares	May 01, 2019 shares	Apr. 30, 2019 shares	Apr. 06, 2019 shares	Mar. 31, 2019 shares	Jul. 11, 2018 shares
Shareholders' Equity (Details) [Line Items]
Gross proceeds (in Dollars) \| $							$ 10	$ 1,000										$ 1,960	$ 2,511		$ 15,647
Aggregate shares issued																					1,465,992
Price per share (in Dollars per share) \| $ / shares																					$ 1.36
Warrants purchase				242,131
Warrants purchase																									127,000
Ordinary shares exercised amount							1,672						470,000												20,724
Gross proceeds (in Dollars) \| $																	$ 5,192
Exercise price per share (in Dollars per share) \| $ / shares					$ 6.14					$ 6.14
Aggregate ordinary shares															184,844
Additional shares																					510,752	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
Exercise price (in Dollars per share) \| $ / shares				$ 4.13																	$ 5.54
Warrants percentage																					20.00%	20.00%
Ordinary shares issued				242,131																	2,332,352	2,332,352
Net proceeds (in Dollars) \| $																					$ 13,587
Percentage of number of ordinary shares and warrants																					15.00%	15.00%
Purchase ordinary shares					98,120				195,448
Weighted average volatility																					70.00%	70.00%
Risk free interest rate																					1.40%	1.40%
Dividend yields																					0.00%	0.00%
Weighted average life																					5 years	5 years
Exercise price per share \| (per share)									₪ 0.01			$ 0.003
Amortized over												5 years
Research and development expenses (in Dollars) \| $																					$ 196		$ 331
Option exercise price (in Dollars per share) \| $ / shares					$ 6.1393
Weighted average fair value of options granted per share (in Dollars per share) \| $ / shares																					$ 0.479
Share-based payment expenses related to nonvested awards (in Dollars) \| $																					$ 498
Expected term																					2 years 9 months	2 years 9 months
Granted options shares										139,216											1,672	1,672	20,724
Options expire term					10 years
Expense (in Dollars)																					$ 125	€ 110		$ 409
Termination amount (in Dollars) \| $																							$ 9
Options granted, description		i)On September 13, 2022 the Company granted 252,000 options to its employees at an exercise price of $1.85 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 September 13, 2023 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2022, the Company recorded an expense of $10, in respect for such grant.	the Company granted to four of its directors’ options to purchase 119,796 ordinary shares and 39,932 ordinary shares, respectively, with an exercise price of $1.85 per share. Such options will vest one-third following 12 months from the grant date of such options, second one-third following 24 months from the grant date and the balance following 36 months. For the year ended December 31, 2022, the Company recorded an expense of $17 in respect for such grant.							(1) options to purchase 139,205 ordinary shares vested in one tranche at the end of 12 months from October 13, 2020; and (2) options to purchase 278,410 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 139,205 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 at the time of vesting.	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, 2022, 2021 and 2020, the Company recorded an expense of $163, $380 and $812, respectively, in respect for such grant.					b)On June 24, 2018, the Company granted options to purchase 188,100 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 and 2020, the Company recorded an expense of $89 and $303, respectively, in respect for such grant.
Unvested options percentage										25.00%
Vested shares										139,216
Options shares																					278,410	278,410
Recorded an expense (in Dollars) \| $																					$ 133		$ 332	$ 199
KB Warrants [Member]
Shareholders' Equity (Details) [Line Items]
Warrants purchase																					655,732
October 2020 [Member]
Shareholders' Equity (Details) [Line Items]
Options granted, description										the Company granted to its 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.As of December 31, 2022, a total of 30,800 of the CEO’s options has expired as the period of 24 months has passed and the Company did not reach the required cumulative order backlog, as detailed above. For the years ended December 31, 2022, 2021 and 2020, the Company recorded an expense of $20, $12 and $12 , respectively, in respect for such grant.
November 3, 2020 [Member]
Shareholders' Equity (Details) [Line Items]
Options granted, description	f)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, 2022, 2021 and 2020, the Company recorded an expense of $46, $62 and $14, respectively, in respect for such grant.
May 11 ,2022 [Member]
Shareholders' Equity (Details) [Line Items]
Options granted, description			g)On May 11, 2022, the Company granted to three officers options to purchase 547,162 ordinary shares including 266,216 to its former chairman of the Board, 156,081 to its CEO and 124,865 to its CFO, at an exercise price of $1.85 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). These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on May 11, 2023 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2022. The Company recorded an expense of $61, in respect for such grant.
September 13,2022 [Member]
Shareholders' Equity (Details) [Line Items]
Options granted, description		j)On September 13, 2022 the Company granted 100,000 options to two of its officers at an exercise price of $1.85 per share. These options expire 10 years after their grant date and vest in twelve equal quarterly tranches over a period of three years. For the years ended December 31, 2022, the Company recorded an expense of $4, in respect for such grant.
IPO [Member]
Shareholders' Equity (Details) [Line Items]
Share issued price per share (in Dollars per share) \| $ / shares				$ 3,787,241
Warrants, description				Each unit includes one ordinary share and one warrant to purchase one ordinary share at an exercise price of $4.13. The warrants are exercisable at any time up to five years after the IPO.
Over-Allotment Option [Member]
Shareholders' Equity (Details) [Line Items]
Purchase ordinary shares				568,086
Series A [Member]
Shareholders' Equity (Details) [Line Items]
Gross proceeds (in Dollars) \| $																				$ 7,158
Warrants purchase																					3,135,572	3,135,572
Warrants purchase																															1,639,000
Series B [Member]
Shareholders' Equity (Details) [Line Items]
Warrants purchase																					3,135,572	3,135,572
Warrants purchase																										234,608	1,281,456
Ordinary shares exercised amount																											1,411,000
Series C [Member]
Shareholders' Equity (Details) [Line Items]
Gross proceeds (in Dollars) \| $																				$ 7,158
Warrants purchase																					3,135,572	3,135,572
Warrants purchase																															1,639,000
Ordinary shares expired																				17,732
Series D [Member]
Shareholders' Equity (Details) [Line Items]
Gross proceeds (in Dollars) \| $														$ 2
Warrants purchase													214,500								951,676									81,884
Ordinary shares exercised amount																													1,711,000
Exercise price per share (in Dollars per share) \| $ / shares														$ 6.14
Series E [Member]
Shareholders' Equity (Details) [Line Items]
Warrants purchase																				951,676								303,512	434,016
Subsequent Event [Member]
Shareholders' Equity (Details) [Line Items]
Ordinary shares issued						195,448
Options to employees [Member]
Shareholders' Equity (Details) [Line Items]
Percentage weighted average volatility																					68.00%
Dividend yields																					0.00%	0.00%
Options expired																					6 years	6 years
Options to employees [Member] \| Minimum [Member]
Shareholders' Equity (Details) [Line Items]
Risk free interest rate																					0.43%	0.43%
Options to employees [Member] \| Maximum [Member]
Shareholders' Equity (Details) [Line Items]
Risk free interest rate																					2.83%	2.83%
Two Thousand Seventeen Plan [Member] \| September 13,2022 [Member]
Shareholders' Equity (Details) [Line Items]
Options granted, description		in accordance with the terms of the 2017 Plan, the Board approved a modification of 375,716 outstanding options held by officers and employees that had an exercise price of $6.14 per share and reduced the exercise price to $1.85 per share. This resolution was effective from November 3, 2022, after receiving approval from the Israeli Tax Authorities. The Company calculated the fair value of such options immediately before and after the modification. The Company immediately recognized the additional fair value attributable to vested options, approximately $51, as share based payment expenses. The additional fair value resulting from the modification, approximately $30, is being expensed over the remaining vesting period of the modified options.The modification of 368,170 additional outstanding options held by the Company’s CEO and two Directors was approved by the Board and is subject to an approval by the Company’s shareholders.
Employees [Member]
Shareholders' Equity (Details) [Line Items]
Granted options shares					452,496
Directors [Member]
Shareholders' Equity (Details) [Line Items]
Granted options shares					452,496
Chief Executive Officer [Member]
Shareholders' Equity (Details) [Line Items]
Granted options shares										556,820

Shareholders' Equity (Details) - Schedule of option activity for options to employees, officers and directors - $ / shares

1 Months Ended

12 Months Ended

Oct. 31, 2020

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Shareholders' Equity (Details) - Schedule of option activity for options to employees, officers and directors [Line Items]

Number of options, Outstanding at beginning of period

1,264,868

1,639,792

706,728

Weighted average exercise price, Outstanding at beginning of period

^[1]

$ 6.14

Weighted average remaining contractual life, Outstanding at beginning of period

7 years 6 months

8 years 10 months 24 days

4 years 10 months 24 days

Number of options, Granted

1,058,890

1,502,248

Weighted average exercise price, Granted

$ 1.85

Number of options, Exercised

(139,216)

(1,672)

(20,724)

Weighted average exercise price, Exercised

$ 6.14

Number of options, Forfeited

(421,190)

(354,200)

(569,184)

Weighted average exercise price, Forfeited

$ 6.14

Number of options, Outstanding at end of period

1,900,896

1,264,868

1,639,792

Weighted average exercise price, Outstanding at end of period

$ 2.2

$ 6.14

^[1]

Weighted average remaining contractual life, Outstanding at end of period

8 years 2 months 12 days

7 years 6 months

6 years 6 months

Number of options, Exercisable at end of period

805,062

683,723

595,980

Weighted average exercise price, Exercisable at end of period

$ 2.46

Weighted average remaining contractual life, Exercisable at end of period

6 years 7 months 6 days

7 years 4 months 24 days

6 years 9 months 18 days

Minimum [Member]

Shareholders' Equity (Details) - Schedule of option activity for options to employees, officers and directors [Line Items]

Weighted average exercise price, Outstanding at beginning of period

$ 6.14

Weighted average exercise price, Granted

6.14

Weighted average exercise price, Exercised

6.14

Weighted average exercise price, Forfeited

6.14

Weighted average exercise price, Outstanding at end of period

6.14

Weighted average exercise price, Exercisable at end of period

$ 6.14

[1]	Regarding repricing during 2022, see Note 8E(3)(k) below.

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, 2022	Dec. 31, 2021	Dec. 31, 2020
Shareholders' Equity (Details) - Schedule of total share-based payment expense related to options granted to employees [Line Items]
Cost of revenues	$ 8	$ 36
Research and development	174	608	1,119
General and administrative	323	411	1,162
Total share-based payment expense	$ 505	$ 1,055	$ 2,281

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

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