Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the Month of August 2024 (Report No. 2)

 

Commission File Number: 001-40303

 

Inspira Technologies Oxy B.H.N. Ltd.

(Translation of registrant’s name into English)

 

2 Ha-Tidhar St.

Ra’anana 4366504, Israel

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

☒ Form 20-F      ☐ Form 40-F

 

 

 

 

 

  

CONTENTS

 

This Report of Foreign Private Issuer on Form 6-K consists of Inspira Technologies Oxy B.H.N. Ltd.’s (the “Registrant”) (i) Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2024, which is attached hereto as Exhibit 99.1; and (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2024, which is attached hereto as Exhibit 99.2.

 

The Report on Form 6-K is incorporated by reference into the Registrant’s Registration Statements on Form F-3 (Registration No. 333-266748) and Form S-8 (Registration Nos. 333-259057 and 333-277980), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished. 

 

Exhibit No.
99.1		Inspira Technologies Oxy B.H.N. Ltd.’s Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2024.
99.2		Inspira Technologies Oxy B.H.N. Ltd.’s Management’s Discussion and Analysis of Financial Condition and Results of Operation for the Six Months Ended June 30, 2024.
101		The following financial information from the Registrant’s Interim Condensed Financial Statements as of June 30, 2024, formatted in XBRL (eXtensible Business Reporting Language): (i) Interim Condensed Statements of Financial Position, (ii) Interim Condensed Statements of Comprehensive Loss, (iii) Interim Condensed Statements of Changes in Shareholders’ Equity; (iv) Interim Condensed Statements of Cash Flows, and (v) Notes to the Unaudited Interim Condensed Financial Statements.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Inspira Technologies Oxy B.H.N. Ltd.
Date: August 15, 2024	By:	/s/ Dagi Ben-Noon
		Name:	Dagi Ben-Noon
		Title:	Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

 

 

 

 

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

 

 

INTERIM CONDENSED FINANCIAL STATEMENTS

 

AS OF JUNE 30, 2024

 

UNAUDITED

 

 

_______________________

________________

____________

 

 

 

 

 

 

 

 

 

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

(UNAUDITED)

 

TABLE OF CONTENTS

 

		Page
Interim condensed balance sheets		1-2
Interim condensed statements of comprehensive loss		3
Interim condensed statements of changes in shareholders’ equity		4
Interim condensed statements of cash flows		5
Notes to the unaudited interim condensed financial statements		6-17

 

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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

UNAUDITED INTERIM CONDENSED BALANCE SHEETS

(U.S. dollars in thousands)

 

		June 30,				December 31,
		2024				2023
ASSETS
Current Assets:
Cash and cash equivalents			3,550				5,041
Deposits			3,708				2,320
Other current assets			450				432
Inventory			376				-
Total current assets		$	8,084			$	7,793
Non-Current Assets:
Right of use assets, net			897				1,011
Property, plant and equipment, net			441				506
Total non-current assets		$	1,338			$	1,517
Total Assets		$	9,422			$	9,310

 

The accompanying notes are an integral part of the financial statements.

 

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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

UNAUDITED INTERIM CONDENSED BALANCE SHEETS

(U.S. dollars in thousands)

 

		June 30,				December 31,
		2024				2023
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Trade accounts payable			179				198
Other accounts payable			1,138				1,026
Lease liabilities			298				290
Financial liabilities at fair market value			2,009				1,470
Total current liabilities		$	3,624			$	2,984
Non-Current Liabilities:
Lease liabilities			455				588
Total non- current liabilities		$	455			$	588
Shareholders’ Equity:
Ordinary shares, no par value: Authorized 100,000,000 as of June 30, 2024 and December 31, 2023; issued and outstanding 18,438,917 shares as of June 30, 2024 and 15,652,176 shares as of December 31, 2023			-				-
Share capital and additional paid-in capital			67,104				61,259
Accumulated losses			(61,761	)			(55,521	)
Total Shareholders’ Equity		$	5,343			$	5,738
Total Liabilities and Shareholders’ Equity		$	9,422			$	9,310

 

The accompanying notes are an integral part of the financial statements.

 

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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

UNAUDITED INTERIM CONDENSED STATEMENTS OF COMPREHENSIVE LOSS

(U.S. dollars in thousands)

 

		Six months ended June 30,				Six months ended June 30,
		2024				2023
Research and development expenses			3,270				4,022
Sales and marketing expenses			349				398
General and administrative expenses			2,182				2,089
Other expenses			5				4
Operating loss			5,806				6,513
Interest income from deposits			(83	)			(191	)
Finance expenses (income), net			517				(138	)
Loss before tax			6,240				6,184
Taxes on income			-				-
Total comprehensive and net loss			6,240				6,184
Net loss per ordinary share, basic and diluted			(0.38	)			(0.53	)
Weighted average number of ordinary shares			16,628,582				11,692,017

 

The accompanying notes are an integral part of the financial statements.

 

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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

UNAUDITED INTERIM CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(U.S. dollars in thousands)

 

For the six months ended June 30, 2024:

 

		Ordinary Share Capital
		Number of shares				Share capital and Additional Paid in Capital				Accumulated deficit				Total
Balance at January 1, 2024:			15,652,176				61,259				(55,521	)			5,738
Changes during the six months ended June 30, 2024:
Issuance of ordinary shares and pre-funded warrants, net			2,280,826				4,753				-				4,753
Exercise of options			19,048				2				-				2
Restricted share unit (“RSU”) vesting			441,867				-				-				-
Issuance of ordinary shares- Advisor fees			45,000				62				-				62
Share-based compensation			-				1,028				-				1,028
Comprehensive and net loss			-				-				(6,240	)			(6,240	)
Balance at June 30, 2024			18,438,917				67,104				(61,761	)			5,343

 

For the six months ended June 30, 2023:

 

		Ordinary Share Capital
		Number of shares				Share capital and Additional Paid in Capital				Accumulated deficit				Total
Balance at January 1, 2023:			11,338,940				57,866				(44,235	)			13,631
Changes during the six months ended June 30, 2023:
Share-based compensation			-				1,017				-				1,017
Restricted share unit vesting			654,359				-				-				-
Comprehensive and net loss			-				-				(6,184	)			(6,184	)
Balance at June 30, 2023			11,993,299				58,883				(50,419	)			8,464

 

The accompanying notes are an integral part of the financial statements.

 

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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

UNAUDITED INTERIM CONDENSED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

		Six months ended June 30, 2024				Six months ended June 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			(6,240	)			(6,184	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation			67				25
Increase (decrease) in other current assets			(19	)			237
Increase (decrease) in trade accounts payable			(19	)			(3	)
Increase (decrease) in other accounts payable			112				156
Increase (decrease) in inventory			(376	)			-
Share based compensation			1,028				1,017
Issuance of ordinary shares - advisor fees			62				-
Change in fair market value of financial liabilities at fair market value			539				3
Decrease (increase) in right of use assets			(5	)			(40	)
Prepayments of lease liabilities			(6	)			(7	)
Net cash used in operating activities			(4,857	)			(4,796	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment			(2	)			(199	)
Change in deposits, net			(1,388	)			1,538
Change in restricted deposits			1				(2	)
Net cash provided by (used in) investing activities			(1,389	)			1,337
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of ordinary shares and pre-funded warrants, net			4,753				-
Exercise of option			2				-
Net cash provided by financing activities			4,755				-
Net decrease in cash and cash equivalents and restricted cash			(1,491	)			(3,459	)
Cash, cash equivalents and restricted cash at the beginning of the period			5,130				6,839
Cash, cash equivalents and restricted cash at the end of the period			3,639				3,380

 

APPENDIX A – NON-CASH TRANSACTIONS:

 

		Six months ended June 30, 2024				Six months ended June 30, 2023
Share based compensation- placement agent warrants against additional paid in capital (Note 5)			202				-

 

APPENDIX B - AMOUNT PAID DURING THE PERIOD:

		Six months ended June 30, 2024				Six months ended June 30, 2023
Interest paid			38				50

 

The accompanying notes are an integral part of the financial statements.

 

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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

 

NOTE 1 - GENERAL:

 

1.

Inspira Technologies Oxy B.H.N. Ltd (formerly: Insense Medical Ltd.) (the “Company”) was incorporated in Israel and commenced its operations on February 27, 2018. The Company operates in the medical technology industry in the field of respiratory support technology. The Company is engaged in the research, development, manufacturing related and go-to-market activities of proprietary products and technologies. The Company is developing the following products:

 

	●	The INSPIRA ART (Gen 2) (Augmented Respiratory Technology), which is a respiratory support technology targeted toward utilizing direct blood oxygenation to boost patient saturation levels within minutes while the patient is awake and spontaneously breathing. The aim is to reduce the need for invasive mechanical ventilation, with the potential to reduce risks, complications and high costs.
	●	The HYLA blood sensor, which is a non-invasive optical blood sensor designed to perform real-time and continuous blood measurements, potentially minimizing the need to take actual blood samples from patients.
	●	The INSPIRA ART100 Device, an advanced form of life support system better known by the medical industry as a cardiopulmonary bypass system is being designed for use in surgical procedures requiring cardiopulmonary bypass for six hours or less.

 

2.

The Company’s INSPIRA™ ART100 system received U.S. Food and Drug Administration 510(k) clearance for Cardiopulmonary Bypass procedures and AMAR certification for Extra-Corporeal Membrane Oxygenation and Cardiopulmonary Bypass procedures. The Company’s other products, including the INSPIRA™ ART (Gen 2) and HYLA™ blood sensor, have not yet been tested or used in humans and have not been approved by any regulatory entity.

 

3.

On December 26, 2023, the Company entered into a purchase agreement (the “December Purchase Agreement”) with an institutional investor in a registered direct offering (the “December Offering”), pursuant to which the Company issued (i) an aggregate of 1,375,000 of the Company’s ordinary shares (the “Ordinary Shares”) at a purchase price of $1.28 per share, and (ii) pre-funded warrants, (“December Pre-Funded Warrants”), to purchase up to 1,656,250 Ordinary shares, at a purchase price of $1.28, less $0.001 per December Pre-Funded Warrant which were immediately exercised). In addition, pursuant to the December Purchase Agreement, the Company issued warrants to the institutional investor to purchase up to an aggregate of 3,031,250 Ordinary Shares at an exercise price of $1.28 per share (“Private Warrants”). The aggregate proceeds received by the Company from the December Offering were approximately $3,424, after deducting placement agent commissions and additional offering costs which totaled in approximately $454. In addition, the Company issued the placement agent in the December Offering warrants equal to a total of 7.0% of the aggregate number of Ordinary Shares sold in the December Offering to purchase up to 212,188 Ordinary Shares (the “December Placement Agent Warrants”). The fair value of the December Placement Agent Warrants on the issuance date was $131 and it was recorded as part of the issuance costs (see note 5).

 

4.

On April 1, 2024, the Company entered into a purchase agreement with two investors in a registered direct offering (the “April Offering”), pursuant to which the Company issued an aggregate of 1,339,285 of the Company’s Ordinary Shares at a purchase price of $1.232 per share. The aggregate proceeds received by the Company from the April Offering were approximately $1,651.

 

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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

 

NOTE 1 - GENERAL (Cont.):

 

5.

On June 14, 2024, the Company entered into a purchase agreement with an individual private investor in a registered direct offering (the “June Offering”), pursuant to which the Company issued (i) an aggregate of 941,541 of the Company’s Ordinary Shares at a purchase price of $1.30 per share, and (ii) pre-funded warrants, (“June Pre-Funded Warrants”), to purchase up to 1,709,760 Ordinary shares, at a purchase price of $1.30, less $0.001 per June Pre-Funded Warrant. The aggregate proceeds received by the Company from the June Offering were approximately $3,102, after deducting placement agent commissions and additional offering costs in cash which totaled in approximately $343. In addition, the Company issued the placement agent in the June Offering warrants equal to a total of 7.0% of the aggregate number of Ordinary Shares sold in the transaction to purchase up to 185,591 Ordinary Shares (the “June Placement Agent Warrants”). The fair value of the June Placement Agent Warrants on the issuance date was $202 and it was recorded as part of the issuance costs. (see note 5).

 

6.

The accompanying unaudited condensed financial statements (the “Financial Statements”) have been prepared assuming that the Company will continue as a going concern. To date, the Company is at its development stage. Therefore, the Company has suffered recurring losses from operations and negative cash flows from operations since inception. As of June 30, 2024, the Company had incurred accumulated losses of $61.8 million and expects to continue to fund its operations through certain financing, such as issuance of convertible securities, Ordinary Shares and warrants and through Israeli government grants. There is no assurance that such financing will be obtained. Our dependency on external funding for our operations raises a substantial doubt about our ability to continue as a going concern. The Financial Statements do not include any adjustments that might result from the outcome of these uncertainties.

 

7.

The Company offices are located in Israel. On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attack, Israel declared war against Hamas and the Israeli military began to call-up reservists for an active duty. At the same time, and because of the declaration of war against Hamas, the clash between Israel and Hezbollah in Lebanon has escalated and there is a possibility that it will turn into a greater regional conflict in the future. As of the date of these financial statements, these events have had no material impact on the Company’s operations.

 

8.

Although we do not currently conduct business in Russia and Ukraine, the escalation of geopolitical instability in Russia and Ukraine as well as currency fluctuations in the Russian Ruble has had a negative impact on worldwide markets. Such an impact may negatively impact our supply chain, our operations and future growth prospects in that region. As a result of the crisis in Ukraine, both the U.S. and other countries have implemented sanctions against certain Russian individuals and entities. Our global operations expose us to risks that could adversely affect our business, financial condition, results of operations, cash flows or the market price of our securities, including the potential for increased tensions between Russia and other countries resulting from the current situation involving Russia and Ukraine, tariffs, economic sanctions and import-export restrictions imposed, and retaliatory actions, as well as the potential negative impact on our potential business and sales in the region. Current geopolitical instability in Russia and Ukraine and related sanctions by the U.S. and other governments against certain companies and individuals may hinder our ability to conduct business with potential customers and vendors in these countries.

 

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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

 

Basis of preparation

 

The accompanying unaudited condensed financial statements have been prepared on the same basis as the annual financial statements. In the opinion of management, the financial statements reflect all normal and recurring adjustments necessary to fairly state the financial position and results of operations of the Company. The information included in this report should be read in conjunction with the financial statements and accompanying notes included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on March 25, 2024. The year-end balance sheet data was derived from the audited financial statements as of December 31, 2023, but not all disclosures required by generally accepted accounting principles in the United States (“U.S. GAAP”) are included in this interim report.

 

Use of Estimates in the Preparation of Financial Statements

 

The preparation of the Company’s financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, judgments and methodologies. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity (including share-based compensation) and the amount of expenses. Actual results could differ from those estimates.

 

Impact of accounting standards to be applied in future periods

 

In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The ASU’s amendments are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this pronouncement on our Financial Statements.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Under this ASU, public entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). This ASU’s amendments are effective for all entities that are subject to Topic 740, Income Taxes, for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this pronouncement on our disclosures.

 

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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

 

NOTE 3 - FINACIAL LIABILITIES AT FAIR MARKET VALUE:

 

		June 30, 2024				December 31, 2023
Financial liability (1)			11				11
Non-tradable warrants (2)			1,998				1,459
Total			2,009				1,470

 

1.	Financial liability

 

Financial liability to pay 7% fees on the fundings that will be received from exercises of tradable warrants. The financial liability is to be measured at fair market value through profit or loss. The financial liability fair value as of December 31, 2023, and as of June 30, 2024 is $11 in the both periods.

 

2.	Private Warrants

 

On December 26, 2023, the Company entered into the December Purchase Agreement (Note 1 and Note 5), pursuant to which it issued unregistered warrants, to purchase up to an aggregate of 3,031,250 Ordinary Shares at an exercise of $1.28 per share. The Private Warrants were exercisable immediately upon issuance and will expire three and a half years following their issuance. The Private Warrants include cashless exercise mechanism, according to the terms specified in the agreement. The Private Warrants may create obligation to transfer cash to the investors at fundamental transactions according to fair value of the Black-Scholes model that includes various inputs. Therefore, the Company assesses the Private Warrants as financial liability instruments that are measured at fair value and recognized financial expenses or income through profit and loss.

 

The Private Warrants fair value as of the issuance date and December 31, 2023, were $1,750 and $1,459 respectively. The warrants fair value as of the June 30, 2024, was $1,998.

 

The key inputs that were used in the Private Warrants fair value were:

 

		As of June 30, 2024				As of December 31, 2023
Risk-free interest rate			4.52	%			4	%
Expected volatility			62.23	%			66.63	%
Expected dividend yield of			0	%			0	%
Expected term of warrants			3 years				3.5 years

 

NOTE 4 - RELATED PARTIES

 

The following transactions arose with related parties:

 

Transactions and balances with related parties:

 

1.

Shareholders and other related parties’ benefits

 

		June 30, 2024				June 30, 2023
Salary and related expenses – officers and directors			881				907
Share based payment – officers and directors			652				712

 

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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

 

NOTE 4 - RELATED PARTIES (Cont.):

 

2.

Balances with related parties

 

Name		Nature of transaction		June 30, 2024				December 31, 2023
Officers		Salaries and related			(374	)			(314	)
Directors		Compensation for directors			(30	)			(40	)

 

NOTE 5 - SHAREHOLDERS’ EQUITY:

 

A. Share capital:

 

On April 4, 2023, the Company entered into a sales agreement (the “Sales Agreement”) with Roth Capital Partners, LLC, as sales agent, pursuant to which the Company could offer and sell, from time to time, through the sales agent, Ordinary Shares pursuant to an At-The-Market facility (“ATM”). During 2023, the Company sold 17,566 Ordinary Shares under the ATM. On October 23, 2023, the Company terminated the Sales Agreement and the associated ATM, effective immediately.

 

On December 26, 2023, the Company completed the December Offering, whereby the Company sold (i) 1,375,000 Ordinary Shares at a purchase price of $1.28 per share, (ii) December Pre-Funded Warrants, to purchase up to 1,656,250 Ordinary Shares, at a purchase price of $1.28, less $0.001 per December Pre-Funded Warrant, and (iii) Private Warrants, to purchase up to an aggregate of 3,031,250 Ordinary Shares at an exercise of $1.28 per share (Note 3.2).

 

The December Pre-Funded Warrants were exercised on the same day and the day after the transaction in full in an exercise price of $0.001 per share and the Company issued 1,656,250 additional Ordinary Shares. The aggregate proceeds received by the Company from the December Offering were approximately $3,424, after deducting underwriting discounts and commissions and additional cash offering costs totaled in approximately $454.

 

The Company issued the placement agent in the December Offering warrants to purchase a number of shares equal to a total of 7.0% of the aggregate number of Ordinary Shares sold in the December Offering, or a warrant to purchase up to 212,188 Ordinary Shares, were issued. The December Placement Agent Warrants were substantially on the same terms as the Private Warrants issued to the investor in the December Offering, except an exercise price of $1.60 per share. The December Placement Agent Warrants were exercisable immediately upon issuance and will expire five years following their issuance.

 

The Company accounts for the December Placement Agent Warrants as equity-classified instruments (as part of additional paid in capital), based on an assessment of ASC 718. The fair value of the December Placement Agent Warrants on the issuance date was $131. Those cash and non-cash issuance costs were accounted proportionally to issuance expenses and decrease of additional paid in capital, according to the ratio of the liability versus equity in the December Offering.

 

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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

 

NOTE 5 - SHAREHOLDERS’ EQUITY (Cont.):

 

During the year ended December 31, 2023, the Company issued an aggregate amount of 1,226,448 Ordinary Shares in connection with vested RSUs and an additional 37,972 Ordinary Shares in connection with option exercises.

 

On April 1, 2024, the Company completed its April Offering, whereby the Company sold 1,339,285 Ordinary Shares at a purchase price of $1.232 per share. The aggregate proceeds received by the Company from the April Offering were approximately $1,651.

 

On May 20, 2024, the Company issued 220,000 Warrants Shares to a service provider, at an exercise price of $2.25 per share. the warrants are immediately exercisable and will be expired following six months from the Initial issuance Date. The Company accounting treatment for those warrants as equity-classified instruments (as part of additional paid in capital), based on an assessment of ASC 718. The fair value of the warrants at the issuance date was $56.

 

On June 14, 2024, the Company completed its June Offering, whereby the Company sold (i) 941,541 Ordinary Shares at a purchase price of $1.30 per share, and (ii) June Pre-Funded Warrants to purchase up to 1,709,760 Ordinary Shares, at a purchase price of $1.30, less $0.001 per June Pre-Funded Warrant. Each June Pre-Funded Warrant is exercisable for one Ordinary Share at an exercise price of $0.001 per share. The June Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the June Pre-Funded Warrants are exercised in full. As of June 30, 2024 none of the June Pre-Funded warrants were exercised.

 

The aggregate proceeds received by the Company from the June Offering were approximately $3,102, after deducting underwriting discounts and commissions and additional cash offering costs totaled in approximately $343.

 

The Company issued the June Placement Agent in the agreement warrants equal to a total of 7.0% of the aggregate number of Ordinary Shares sold in the transaction. A total to 185,591 warrants to purchase up to 185,591 Ordinary Shares were issued. The June Placement Agent Warrants were at an exercise price of $1.56 per share. The June Placement Agent Warrants were exercisable immediately upon issuance and will expire four years following their issuance.

 

The Company accounting treatment for the June Placement Agent Warrants as equity-classified instruments (as part of additional paid in capital), based on an assessment of ASC 718. The fair value of the June Placement Agent Warrants at the issuance date was $202.

 

The cash and non-cash issuance costs were recorded against additional paid in capital, due to the classification of the ordinary shares and the June Pre-Funded Warrants as equity in the June Offering.

 

On June 30, 2024, the Company issued 45,000 ordinary shares to an advisor in connection with consulting service agreement.

 

- 11 -

 

 

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

 

NOTE 5 - SHAREHOLDERS’ EQUITY (Cont.):

 

B.	Warrants reserves - Composition and movements:

 

1.

The following table reconciles the movement in warrants outstanding at the beginning and end of the period:

 

		Number of Warrants				Weighted-average exercise price				Weighted average remaining contractual term (in years)				Aggregate value USD
Balance as of December 31, 2023			3,333,283				5.47				1.83				4,799,470
Issuance of warrants			220,000				2.25				0.5				56,209
Issuance of - Pre-Funded Warrants			1,709,760				0.001				-				2,220,978
Issuance of Placement Agent Warrants			185,591				1.56				4				202,127
Exercised			-				-				-				-
Forfeited			-				-				-				-
Expired			-				-				-				-
Balance as of June 30, 2024			5,448,634												7,278,784

 

2.

The following table summarizes information about the Company’s outstanding warrants as of June 30, 2024.

 

Exercise Price		Warrants outstanding as of June 30, 2024				Expiration date				Aggregate Intrinsic value
5.5			1,640,455				15/07/2026				2,214,614
5.5			1,057,350				15/07/2024				1,691,760
5.5			277,835				15/07/2025				497,533
6.875			145,455				15/01/2027				264,008
1.6			212,188				28/12/2028				131,555
2.25			220,000				20/11/2024				56,209
1.56			185,591				14/06/2027				202,127
0.001			1,709,760				-				2,220,978
			5,448,634								7,278,784

 

- 12 -

 

 

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

 

NOTE 5 - SHAREHOLDERS’ EQUITY (Cont.):

 

C.	Loss per share:

 

Loss per share has been calculated using the weighted average number of shares in issue during the relevant financial periods, the weighted average number of equity shares in issue and profit for the period as follows:

 

		Year ended June 30, 2024				Year ended June 30, 2023
Loss for the period			6,240				6,184
Total number of Ordinary Shares			18,438,917				11,993,299
Weighted average number of Ordinary Shares			16,628,582				11,692,017
Basic and diluted loss per share			(0.38	)			(0.53	)

 

NOTE 6 - SHARE BASED COMPENSATION:

 

In December 2019, the Company established a share option plan (the “Plan”). As of June 30, 2023, a total of 505,473 options to purchase Ordinary Shares have been granted to employees, consultants and directors under the Plan, and a total of 3,707,542 RSUs have been granted to employees, consultants and directors under the Plan, of which 2,550,166 RSUs are fully vested as of June 30, 2023.

 

On January 22, 2024, the Company’s board of directors approved a grant of 320,000 RSUs to employees and a grant of options to purchase 80,000 shares to consultants. The RSUs represents the right to receive Ordinary Shares at a future time, 250,000 of which vest over a period of three years, with a one-year cliff period and 70,000 vesting immediately on the grant date. 10,000 of the options were vested immediately on the grant date, 25,000 option vest over a period of three years and 45,000 option vests over a period of one year and nine months. The RSUs designated to employees were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise.

 

On February 5, 2024, the Company’s board of directors approved a grant of 2,277,000 RSUs to officers, a grant of options to purchase 30,000 Ordinary Shares and 90,000 RSUs to directors. The RSUs and options represents the right to receive Ordinary Shares at a future time and vest over a period of three years, with a one-year cliff. The RSUs designated to employees and directors were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise.

 

The fair market value of all granted options was estimated by using the Black-Scholes model, aimed at modelling the value of the Company’s assets over time. The simulation approach was designed to take into account the terms and conditions of the share options, as well as the capital structure of the Company and the volatility of its assets, on the date of grant based on certain assumptions. Those conditions are, among others:

 

- 13 -

 

 

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

 

NOTE 6 - SHARE BASED COMPENSATION (Cont.):

 

The valuation was completed by the company based on the following assumptions:

 

	(i)	Risk-free interest rate 4.11%
	(ii)	The expected volatility is 63.23%;
	(iii)	The dividend rate 0%; and
	(iv)	Expected term – 0-3 years.

 

During the six months ended June 30, 2024, the Company recorded share-based payment expenses in the amount of $972.

 

The options to services providers and advisers outstanding as of June 30, 2024, as follows:

 

		Six months ended June 30, 2024
		Number of options				Weighted average Exercise price NIS
Outstanding at beginning of year			105,111				4.085
Granted			80,000				3.77
Exercised			-
Forfeited			-
Outstanding as of June 30, 2024			185,111				4.03
Exercisable options			113,724
Share-based payment expenses		$	37

 

The RSUs to services providers and advisers outstanding as of June 30, 2024, as follows:

 

		Number of RSUs
Outstanding at beginning of year			7,433
Granted			-
Vested			5,835
Outstanding as of June 30, 2024			1,598
Vested as of June 30, 2024			30,902
Share-based payment expenses		$	1

 

- 14 -

 

 

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

 

NOTE 6 - SHARE BASED COMPENSATION (Cont.):

 

The options to employees and directors outstanding as of June 30, 2024, as follows:

 

		Six months ended June 30, 2024
		Number of options				Weighted average Exercise price NIS
Outstanding at beginning of year			357,689				0.37
Granted			30,000				3.64
Exercised			19,048				0.37
Outstanding as of June 30, 2024			368,641				1.56
Exercisable options as of June 30, 2024			338,641				1.38
Share-based payment expenses		$	6

 

The RSUs to employees and directors outstanding as of June 30, 2024, as follows:

 

		Number of RSUs
Outstanding at beginning of year			445,140
Granted			2,687,000
Forfeited			(6,251	)
Vested			(445,056	)
Outstanding as of June 30, 2024			2,680,833
Vested as of June 30, 2024			3,542,245
Share-based payment expenses		$	928

 

NOTE 7 - COMMITMENTS AND CONTINGENCIES:

 

A.	Royalties to the IIA

 

In September 2019, the Israel Innovation Authority (“IIA”) approved an application that supports upgrading the Company’s manufacturing capabilities for an aggregate budget of NIS 4,880,603 (approximately $1,500,000). The IIA committed to fund 60% of the approved budget. Eventually the project budget concluded in the aggregate amount of NIS 4,623,142 (approximately $1,333) The program is for the period beginning October 2019 through November 2020 and the Company received total funds in the amount of NIS 2,773,885 (approximately $800) from the IIA.

 

According to the agreements with the IIA, the Company will pay royalties of 3% to 3.5% of future sales up to an amount equal to the accumulated grant received with the annual interest on such royalties the 12-month secured overnight financing rate (“SOFR”) of the Federal Reserve or an alternative rate published by the Bank of Israel plus 0.71513% for grants approved prior to January 1, 2024. For grants approved after January 1, 2024, the annual interest rate is the higher of the 12-month SOFR rate plus 1% or a fixed annual interest rate of 4%. Repayment of the grant is contingent upon the successful completion of the Company’s research and development (“R&D”) programs and generating sales. The Company has no obligation to repay these grants if the R&D programs fail, are unsuccessful or aborted or if no sales are generated. The Company had not generated sales as of June 30, 2024; therefore, no liability was recorded in these unaudited interim condensed Financial Statements. IIA grants are recorded as a reduction of R&D expenses, net. 

 

During October 2023, the IIA has approved a support of another development project of the Company at an aggregate budget of NIS 3,850,869 (approximately $1,062). The IIA committed to fund 40% of the approved budget.

 

As of June 30, 2024, the maximum obligation with respect to the grants received from the IIA, contingent upon entitled future sales, is $894. The Company has obligations regarding know-how, technology, or products, not to transfer the information, rights thereon and production rights which derive from the research and development without the IIA Research Committee approval.

 

- 15 -

 

 

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

 

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Cont.):

 

B.	Lease Commitments – Operating Leases:

 

In August 2022, the Company entered into a lease agreement for its facilities in Ra’anana, Israel. The lease agreement is for a period of 69 months commencing September 1, 2021, and the Company began to pay lease and related expenses after completing 3 months of lease. The Company has the option to shorten the period and terminates the lease agreement after completing 45 months of rent by paying an amount of NIS 500,000, (approximately $153). This amount of reimbursement will be deducted monthly in NIS 30,000, (approximately $9) if the Company terminates the agreement after 45 months of rent. The annual lease payment, including management fees, as of June 30, 2024, is approximately NIS 69,000 ($19) per month. As security for the obligations under this lease agreement, the Company provided a bank guarantee in an amount equal to three monthly lease payments plus the Israeli value added tax and an unlimited guarantee according to the terms specified in the contract.

 

The right-of-use asset and lease liability are initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate based on the information available at the date of determining the present value of the lease payments. The Company’s incremental borrowing rate is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located.

 

The Company has various operating leases for vehicles that expire through 2027. Below is a summary of the Company’s operating right-of-use assets and operating lease liabilities as of June 30, 2024:

 

		June 30, 2024				December 31, 2023
Operating lease liabilities, current			298				290
Operating lease liabilities long-term			455				588
Total operating lease liabilities			753				878
Weighted Average of Remaining Lease Term			2.93				3.33
Weighted-average discount rate - operating leases			9.34	%			9.6	%

 

- 16 -

 

 

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

 

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Cont.):

 

Lease payments for the Company’s right-of-use assets over the remaining lease periods as of June 30, 2024, are as follows:

 

		June 30, 2024
2024			176
2025			302
2026			232
2027			143
Total undiscounted lease payment			853
Less: Interest*			(100	)
Present value of lease liabilities			753

 

*	Future lease payments were discounted by 7.98%-15.04% interest rate.

 

C.	Legal Claims

 

In the normal course of business, various legal claims and other contingent matters may arise. Management believes that any liability that may arise from such matters would not have a material adverse effect on the Company’s results of operations or financial condition as of and for the six month period ended June 30, 2024.

 

On December 12, 2021, the Company terminated its employment agreement with Dr. Udi Nussinovitch, one of its founders who served as the Company’s Chief Scientific Officer since March 2018. On February 24, 2022, the Company sued Mr. Nussinovitch for breach good faith and his fiduciary duties as a shareholder and former officer of the Company. On November 9, 2022, the Company received notice of a complaint filed by Mr. Nussinovitch, as well as a complaint filed with the regional labor court in Tel Aviv, Israel on November 8, 2022. Mr. Nussinovitch has alleged certain deficiencies in the Company’s Extraordinary General Meeting of Shareholders held on Friday, December 17, 2021, resulting from his status as a minority shareholder. In addition, with respect to the labor dispute, Mr. Nussinovitch is seeking renumeration and the issuance of Ordinary Shares. A partial hearing was held in the regional labor court on July 19, 2023, and the parties were required by the court to file their positions on a stay of the proceeding pending the decision on the case initiated by the Plaintiff in the District Court.

 

A pre-trial hearing was held in the district court on January 21, 2024. During the hearing, the court suggested that the parties consider the possibility of resolving the case through an out-of-court arrangement or mediation. The parties agreed to a mediation process.

 

As of the date of these Financial Statement, the Company believes that the claims will result in no payments by the Company.

 

NOTE 8 - SUBSEQUENT EVENTS:

 

In July 2024 the Company received NIS 539,122 (approximately $149,768) from the IIA as a pre-payment of the grant as approved in relation with a development project. The grant creates an obligation with respect to the grants received from the IIA, contingent upon entitled future sales.

 

As of June 30, 2024, there is no impact on the financial statements.

 

 

- 17 -

 

 

Exhibit 99.2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain information included herein may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.

 

These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

 

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

 

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

 

	●	our expectation regarding the sufficiency of our existing cash and cash equivalents to fund our current operations and our ability to obtain additional funding;
	●	our ability to advance the development of our products and future potential product candidates;
	●	our ability to commercialize and sell our products and future potential product candidates;
	●	our assessment of the potential of our products and future potential product candidates to treat certain indications;
	●	our planned level of revenues, capital expenditures and liquidity;
	●	our plans to continue to invest in research and development to develop technology and intellectual property for new products;
	●	anticipated actions of the U.S. Food and Drug Administration, state regulators, if any, or other similar foreign regulatory agencies, including approval to conduct clinical trials, the timing and scope of those trials and the prospects for regulatory approval or clearance of, or other regulatory action with respect to our products or services;

 

 

 

 

	●	the regulatory environment and changes in the health policies and regimes in the countries in which we intend to operate, including the impact of any changes in regulation and legislation that could affect the medical device industry;
	●	our ability to meet our expectations regarding the commercial supply of our products and future product candidates;
	●	our ability to retain key executive members;
	●	our ability to maintain our relationships with suppliers, manufacturers, distributors and other partners;
	●	the overall global economic environment;
	●	the impact of competition and new technologies;
	●	general market, political and economic conditions in the countries in which we operate, including those related to the conflict in Israel and other parts of the Middle East;
	●	our ability to internally develop new inventions and intellectual property;
	●	the possible impacts of cybersecurity incidents on our business and operations;
	●	changes in our strategy; and
	●	litigation.

 

These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. For a more detailed description of the risks and uncertainties affecting us, reference is made to our annual report on Form 20-F for the fiscal year ended December 31, 2023, which we filed with the Securities and Exchange Commission, or the SEC, on March 25, 2024, or the Annual Report, and the other risk factors discussed from time to time by us in reports filed or furnished to the SEC.

 

Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.

 

Unless otherwise indicated, all references to “we,” “us,” “our,” the “Company” and “Inspira” refer to Inspira Technologies Oxy B.H.N. Ltd. References to “NIS” are to New Israeli Shekels and references to “dollars” or “$” are to U.S. dollars. We prepare and report our financial statements in accordance with generally accepted accounting principles in the United States. 

 

2

 

 

A. Operating Results

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and the related notes thereto for the six months ended June 30, 2024, included elsewhere in this Report of Foreign Private Issuer on Form 6-K. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties.

 

Overview

 

Since our inception in 2018, we have incurred operating losses. Our operating losses for the six-months ended June 30, 2024 and 2023 were $5.8 million and $6.5 million, respectively, and our net losses for the same period were $6.2 million and $6.2 million, respectively. As of June 30, 2024, we had an accumulated deficit of $61.8 million. We expect to continue to incur significant expenses and operating losses for the foreseeable future, and our losses may fluctuate significantly from year to year. We anticipate that our expenses will increase significantly in connection with our ongoing activities, as we:

 

	●	continue clinical development of our products;
	●	file applications seeking regulatory approval for our products pursuant to the various regulatory pathways in the United States;
	●	continue to invest in the preclinical research and development of any future product candidates;
	●	establish the commercial infrastructure to support the marketing, sale and distribution of our products if they were to receive regulatory approval;
	●	hire additional research and development and general and administrative personnel to support our operations;
	●	maintain, expand and protect our intellectual property portfolio; and
	●	continue to incur costs associated with operating as a public company.

 

We have not yet generated any revenue from product sales.

 

Current Outlook

 

On July 16, 2021, we completed our initial public offering, or IPO, whereby we sold 2,909,091 ordinary shares, or Ordinary Shares, and 3,345,455 tradable warrants (inclusive of 436,364 tradable warrants pursuant to the exercise of an over-allotment option granted to the underwriters). The aggregate net proceeds received by us from the IPO were $16 million, before underwriting discounts and other offering costs. Prior to our IPO, we financed our operations primarily through convertible debt, as well as grants from the Israel Innovation Authority, or the IIA.

 

In October 2021, investors exercised 1,705,000 of our tradable warrants. The total proceeds we received from this exercise were approximately $9.4 million before further expenses.

 

On April 4, 2023, we entered into a sales agreement with Roth Capital Partners, LLC, as sales agent, or the Sales Agent, pursuant to which we were able to offer and sell, from time to time, through the Sales Agent, our Ordinary Shares, no par value per share. The Ordinary Shares were offered and sold pursuant to our Registration Statement on Form F-3 or the Registration Statement, filed with the Securities and Exchange Commission on August 10, 2022 and the prospectus supplement to the Registration Statement. We paid the Sales Agent a commission equal to 3.0% of the aggregate gross proceeds from the sale of Ordinary Shares. On October 23, 2023, notice was provided to the Sales Agent to terminate the sales agreement, effective immediately. As of the date of termination, we sold an aggregate of approximately $26,000 of Ordinary Shares pursuant to the sales agreement.

 

On December 26, 2023, we entered into a securities purchase agreement with respect to a registered direct offering, or the December Offering, whereby we sold: (i) 1,375,000 Ordinary Shares at a purchase price of $1.28 per share; (ii) pre-funded warrants to purchase up to 1,656,250 Ordinary Shares at a purchase price of $1.28, less $0.001 per pre-funded warrant; and (iii) private warrants, to purchase up to an aggregate of 3,031,250 Ordinary Shares at an exercise of $1.28 per share. The pre-funded warrants were exercised subsequent to the transaction in full and as a result, we issued 1,656,250 additional Ordinary Shares for such exercise. The gross proceeds in connection with the December Offering were $3.88 million. In addition, we retained a placement agent with respect to the December Offering and issued the placement agent warrants equal to a total of 7.0% of the aggregate number of Ordinary Shares sold in the December Offering, or warrants to purchase up to 212,188 Ordinary Shares. The placement agent warrants were substantially similar to the warrants issued to the investor in the December Offering and have an exercise price of $1.60 per share. The placement agent warrants were exercisable immediately upon issuance and will expire five years following issuance.

 

3

 

 

On April 1, 2024, the Company entered into a purchase agreement (the “Purchase Agreement”) with two investors in a registered direct offering, or the April Offering, pursuant to which the Company issued an aggregate of 1,339,285 Ordinary Shares at a purchase price of $1.232 per share, The aggregate proceeds received by the Company from the April Offering were approximately $1.65 million

 

On June 14, 2024, we entered into a purchase agreement with a single, individual investor, providing for the issuance in a registered direct offering, or the June Offering, of (i) an aggregate of 941,541 Ordinary Shares, at a purchase price of $1.30 per share, and (ii) pre-funded warrants to purchase up to 1,709,760 Ordinary Shares, at a purchase price of $1.30, less $0.001 per pre-funded warrant. Each pre-funded warrant is exercisable for one Ordinary Share at an exercise price of $0.001 per share. The pre-funded warrants are immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. The June Offering resulted in gross proceeds of $3.4 million. We issued placement agent in the agreement warrants equal to a total of 7.0% of the aggregate number of Ordinary Shares sold in the transaction and 185,591 warrants to purchase up to 185,591 Ordinary Shares with an exercise price of $1.56 per share. The placement agent warrants were exercisable immediately upon issuance and will expire four years following issuance.

 

We have incurred losses and generated negative cash flows from operations since inception in 2018. Since inception, we have not generated any revenue.

 

As of June 30, 2024, our cash and cash equivalents and deposits were $7.3 million.

 

We expect that our existing cash and cash equivalents as of June 30, 2024, will enable us to fund our operating expenses and capital expenditure requirements for the next six months. We expect that we will require substantial additional capital to operate and to commercialize our products and we expect to seek additional funds to enable us to fund our operations for the next twelve months.

 

Our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:

 

	●	the progress and costs of our research and development activities;
	●	the costs of manufacturing and selling our products;
	●	the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;
	●	the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally; and
	●	the magnitude of our general and administrative expenses.

 

Until we can generate significant recurring revenues, we expect to satisfy our future cash needs through debt and/or equity financings. We cannot be certain that additional funding will be available to us on acceptable terms, if at all. This raises substantial doubts about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. If funds are not available, we may be required to delay, reduce the scope of, or eliminate research or development plans for, or commercialization efforts with respect to our product candidates.

 

Quantitative and Qualitative Disclosures about Market Risk

 

Foreign Currency Exchange Risk

 

We operate primarily in Israel and approximately 70% of our expenses are denominated in NIS. We are therefore exposed to market risk, which represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. We are subject to fluctuations in foreign currency rates in connection with these arrangements.

 

We currently partially hedge our foreign currency exchange rate risk to decrease the risk of financial exposure from fluctuations in the exchange rates of our principal operating currency. These measures, however, may not adequately protect us from the material adverse effects of such fluctuations.

 

4

 

 

Interest Rate Risk

 

We do not anticipate undertaking any significant long-term borrowing. At present, our investments consist primarily of cash and cash equivalents and short-term deposits. The primary objective of our investment activities is to preserve the principal while maximizing the income that we receive from our investments without significantly increasing risk and loss. Our investments may be exposed to market risk due to fluctuation in interest rates, which may affect our interest income and the fair market value of our investments, if any.

 

Impact of Inflation and Currency Fluctuations

 

Inflation generally affects us by increasing our NIS-denominated expenses, including salaries and benefits, as well as facility rental costs and payment to local suppliers. We do not believe that inflation had a material effect on our business, financial condition or results of operations during the six months ended June 30, 2024. 

 

Operating Expenses

 

Our current operating expenses consist of three components — research and development expenses, general and administrative expenses and marketing expenses.

 

Revenue

 

To date, we have not generated revenue from the sale of any product, and we do not expect to generate significant revenue within the next 12 months.

 

Research and Development Expenses, net

 

Our research and development expenses consist primarily of salaries and related personnel expenses, share-based compensation expenses, materials costs consultants and other third parties who support the developments of our product service fees, and other related research and development expenses.

 

In October 2019, we received the approval of the IIA for its participation in certain development expenses carried out by the Company, within the framework of determined budgets and time periods. In October 2023, the IIA approved funding for another development project of the Company at an aggregate budget of NIS 3,850,869 (approximately $1,062 thousand) and committed to funding 40% of the approved budget. Approximately $159 thousand has been received as of July 31, 2024. Through June 30, 2024, we received a total of $959 thousand from the IIA.

 

The following table discloses the breakdown of research and development expenses:

 

Unaudited		Six Months Ended June 30,
U.S. dollars in thousands		2024				2023
Salary and related expenses			2,019				2,385
Materials and related expenses			113				478
Subcontractors			172				234
Professional services			233				243
IIA participation			-				-
Share-based compensation			495				495
Depreciation			166				135
Other			72				52
Total		$	3,270			$	4,022

 

We expect that our research and development expenses will increase as we continue to develop our products and as we continue to make all necessary product related regulatory filings and clinical processes.

 

5

 

 

General and Administrative Expenses

 

General and administrative expenses consist primarily of salaries and related expenses, share-based compensation, professional service fees for accounting and booking, legal fees, facilities, travel expenses and other general and administrative expenses.

 

The following table shows the breakdown of general and administrative expenses:

 

Unaudited		Six Months Ended June 30,
U.S. dollars in thousands		2024				2023
Professional fees			970				701
Share-based compensation			363				470
Director’s fees and share-based compensation			119				121
Salary and related expenses			404				420
Insurance expenses			107				191
Depreciation			56				56
Rent and office maintenance			63				64
Travel abroad			45				45
Others			55				21
Total		$	2,182			$	2,089

 

Comparison of the Six Months Ended June 2024 and 2023

 

Results of Operations

 

		Six Months Ended June 30,
U.S. dollars in thousands		2024				2023
Research and development expenses			3,270				4,022
Sales and marketing expenses			349				398
General and administrative expenses			2,182				2,089
Other expenses (income)			5				4
Operating loss			5,806				6,513
Interest income from deposits			(83	)			(191	)
Financial expenses (income)			517				(138	)
Total comprehensive net loss		$	6,240			$	6,184

 

Research and Development Expenses

 

Research and development expenses for the six months ended June 30, 2024, were $3,270 thousand compared to $4,022 thousand for the corresponding period in 2023. The decrease is attributable to a decrease in share-based compensation expenses and a decrease in salary and related expenses due to a change in the needs in different research and development and professional positions.

 

Sales and marketing expenses

 

Sales and marketing expenses for the six months ended June 30, 2024, were $349 thousand compared to $398 thousand for the corresponding period in 2023. The decrease is attributable to lower professional expenses.

 

6

 

 

General and administrative expenses

 

General and administrative expenses for the six months ended June 30, 2024, were $2,182 thousand compared to $2,089 thousand for the corresponding period in 2023. The increase is attributable to increased professional fees in relation to fund raising and investors relations.

 

Operating loss

 

As a result of the foregoing, our operating loss for the six months ended June 30, 2024 was $5,806 thousand compared to an operating loss of $6,513 thousand for the six months ended June 30, 2023, a decrease of $707 thousand, or 11%.

 

Financial expenses

 

We recognized financial expenses for the six months ended June 30, 2024 of $517 thousand compared to financial income of $138 thousand for the six months ended June 30, 2023. The difference is due to a change in the fair value of financial liability.

 

Total comprehensive loss

 

As a result of the foregoing, our total comprehensive loss for the six months ended June 30, 2024 was $6,240 thousand compared to $6,184 thousand for the six months ended June 30, 2023, an immaterial increase of $56 thousand, or 0.01%.

 

Critical Accounting Estimates

 

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. A comprehensive discussion of our critical accounting policies is included in “Critical Accounting Estimates” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in our Annual Report, as well as our unaudited condensed financial statements and the related notes thereto for the six months ended June 30, 2024, included elsewhere in this Report of Foreign Private Issuer on Form 6-K.

 

B. Liquidity and Capital Resources

 

Overview

 

Since our inception through June 30, 2024, we have funded our operations principally from the proceeds of our IPO, the sale of convertible securities, the proceeds from the exercise of warrants and from government grants.

 

Our management intends to raise additional funds through offerings of our securities that will be utilized to fund product development and continue operations and marketing. We do not have any material financial obligations as of the June 30, 2024. We believe that the proceeds from any future financings, combined with our cash on hand, are sufficient to meet our obligations for the next six months. There are no assurances, however, that the Company will be able to obtain an adequate level of financial resources that are required for the long-term development and commercialization of its product offering.

 

As of June 30, 2024, we had $7,258 thousand in cash, cash equivalents and cash deposits.

 

7

 

 

The table below presents our cash flows for the periods indicated:

 

		Six Months Ended June 30,
U.S. dollars in thousands		2024				2023
Net cash used in operating activities			(4,857	)			(4,796	)
Net cash provided (used) in investing activities			(1,389	)			1,337
Net cash provided by financing activities			4,755				-
Net decrease in cash and cash equivalents			(1,491	)			(3,459	)

 

Operating Activities

 

Net cash used in operating activities of $4,857 thousand during the six months ended June 30, 2024 and net cash used in operating activities of $4,796 thousand during the six months ended June 30, 2023 were primarily used for the payment of salaries and related personnel expenses, materials expenses, subcontractors, travel and office maintenance.

 

Expenses due to changes in the fair market value of financial liabilities for the six months ended June 30, 2024 were $539 thousand, compared to $3 thousand for the corresponding period in 2023.

 

Investing Activities

 

Net cash used in investing activities of $1,389 thousand during the six months ended June 30, 2024 consisted mainly of a short time deposits and the effect of the exchange rate on it in the amount of $1,388 thousand. Net cash provided by investing activities of $1,337 thousand during the six months ended June 30, 2023, consisted mainly of short-term deposits in the amount of $1,538 thousand and $199 thousand used for purchasing property and equipment.

 

Financing Activities

 

Net cash provided by financing activities of $4,755 thousand during the six months ended June 30, 2024 consisted primarily of fundraising.

 

No cash was provided by or used in financing activities during the six months ended June 30, 2023.

 

8

Document And Entity Information	6 Months Ended
	Jun. 30, 2024
Document Information Line Items
Entity Registrant Name	Inspira Technologies Oxy B.H.N. Ltd.
Document Type	6-K
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001837493
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity File Number	001-40303

Unaudited Interim Condensed Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalents	$ 3,550	$ 5,041
Deposits	3,708	2,320
Other current assets	450	432
Inventory	376
Total current assets	8,084	7,793
Non-Current Assets:
Right of use assets, net	897	1,011
Property, plant and equipment, net	441	506
Total non-current assets	1,338	1,517
Total Assets	9,422	9,310
Current Liabilities:
Trade accounts payable	179	198
Other accounts payable	1,138	1,026
Lease liabilities	298	290
Financial liabilities at fair market value	2,009	1,470
Total current liabilities	3,624	2,984
Non-Current Liabilities:
Lease liabilities	455	588
Total non- current liabilities	455	588
Shareholders’ Equity:
Ordinary shares, no par value: Authorized 100,000,000 as of June 30, 2024 and December 31, 2023; issued and outstanding 18,438,917 shares as of June 30, 2024 and 15,652,176 shares as of December 31, 2023
Share capital and additional paid-in capital	67,104	61,259
Accumulated losses	(61,761)	(55,521)
Total Shareholders’ Equity	5,343	5,738
Total Liabilities and Shareholders’ Equity	$ 9,422	$ 9,310

Unaudited Interim Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Ordinary shares, par value (in Dollars per share)
Ordinary shares, shares authorized	100,000,000	100,000,000
Ordinary shares, shares issued	18,438,917	15,652,176
Ordinary shares, shares outstanding	18,438,917	15,652,176

Unaudited Interim Condensed Statements of Comprehensive Loss - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Research and development expenses	$ 3,270	$ 4,022
Sales and marketing expenses	349	398
General and administrative expenses	2,182	2,089
Other expenses	5	4
Operating loss	5,806	6,513
Interest income from deposits	(83)	(191)
Finance expenses (income), net	517	(138)
Loss before tax	6,240	6,184
Taxes on income
Total comprehensive and net loss	$ 6,240	$ 6,184
Net loss per ordinary share, basic (in Dollars per share)	$ (0.38)	$ (0.53)
Weighted average number of ordinary shares (in Shares)	16,628,582	11,692,017

Unaudited Interim Condensed Statements of Comprehensive Loss (Parentheticals) - $ / shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Net loss per ordinary share, diluted (in Dollars per share)	$ (0.38)	$ (0.53)

Unaudited Interim Condensed Statements of Changes in Shareholders’ Equity - USD ($) $ in Thousands	Ordinary Share Capital	Share capital and Additional Paid in Capital	Accumulated deficit	Total
Balance at Dec. 31, 2022		$ 57,866	$ (44,235)	$ 13,631
Balance (in Shares) at Dec. 31, 2022	11,338,940
Restricted share unit (“RSU”) vesting
Restricted share unit (“RSU”) vesting (in Shares)	654,359
Share-based compensation		1,017		1,017
Comprehensive and net loss			(6,184)	(6,184)
Balance at Jun. 30, 2023		58,883	(50,419)	$ 8,464
Balance (in Shares) at Jun. 30, 2023	11,993,299			11,993,299
Balance at Dec. 31, 2023		61,259	(55,521)	$ 5,738
Balance (in Shares) at Dec. 31, 2023	15,652,176			15,652,176
Issuance of ordinary shares and pre-funded warrants, net		4,753		$ 4,753
Issuance of ordinary shares and pre-funded warrants, net (in Shares)	2,280,826
Exercise of options		2		2
Exercise of options (in Shares)	19,048
Restricted share unit (“RSU”) vesting (in Shares)	441,867
Issuance of ordinary shares- Advisor fees		62		$ 62
Issuance of ordinary shares- Advisor fees (in Shares)	45,000			45,000
Share-based compensation		1,028		$ 1,028
Comprehensive and net loss			(6,240)	(6,240)
Balance at Jun. 30, 2024		$ 67,104	$ (61,761)	$ 5,343
Balance (in Shares) at Jun. 30, 2024	18,438,917			18,438,917

Unaudited Interim Condensed Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (6,240)	$ (6,184)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	67	25
Increase (decrease) in other current assets	(19)	237
Increase (decrease) in trade accounts payable	(19)	(3)
Increase (decrease) in other accounts payable	112	156
Increase (decrease) in inventory	(376)
Share based compensation	1,028	1,017
Issuance of ordinary shares - advisor fees	62
Change in fair market value of financial liabilities at fair market value	539	3
Decrease (increase) in right of use assets	(5)	(40)
Prepayments of lease liabilities	(6)	(7)
Net cash used in operating activities	(4,857)	(4,796)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment	(2)	(199)
Change in deposits, net	(1,388)	1,538
Change in restricted deposits	1	(2)
Net cash provided by (used in) investing activities	(1,389)	1,337
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of ordinary shares and pre-funded warrants, net	4,753
Exercise of option	2
Net cash provided by financing activities	4,755
Net decrease in cash and cash equivalents and restricted cash	(1,491)	(3,459)
Cash, cash equivalents and restricted cash at the beginning of the period	5,130	6,839
Cash, cash equivalents and restricted cash at the end of the period	3,639	3,380
Share based compensation- placement agent warrants against additional paid in capital (Note 5)	202
Interest paid	$ 38	$ 50

General	6 Months Ended
	Jun. 30, 2024
General [Abstract]
GENERAL	NOTE 1 - GENERAL:   1. Inspira Technologies Oxy B.H.N. Ltd (formerly: Insense Medical Ltd.) (the “Company”) was incorporated in Israel and commenced its operations on February 27, 2018. The Company operates in the medical technology industry in the field of respiratory support technology. The Company is engaged in the research, development, manufacturing related and go-to-market activities of proprietary products and technologies. The Company is developing the following products:   ● The INSPIRA ART (Gen 2) (Augmented Respiratory Technology), which is a respiratory support technology targeted toward utilizing direct blood oxygenation to boost patient saturation levels within minutes while the patient is awake and spontaneously breathing. The aim is to reduce the need for invasive mechanical ventilation, with the potential to reduce risks, complications and high costs.       ● The HYLA blood sensor, which is a non-invasive optical blood sensor designed to perform real-time and continuous blood measurements, potentially minimizing the need to take actual blood samples from patients.       ● The INSPIRA ART100 Device, an advanced form of life support system better known by the medical industry as a cardiopulmonary bypass system is being designed for use in surgical procedures requiring cardiopulmonary bypass for six hours or less.   2. The Company’s INSPIRA™ ART100 system received U.S. Food and Drug Administration 510(k) clearance for Cardiopulmonary Bypass procedures and AMAR certification for Extra-Corporeal Membrane Oxygenation and Cardiopulmonary Bypass procedures. The Company’s other products, including the INSPIRA™ ART (Gen 2) and HYLA™ blood sensor, have not yet been tested or used in humans and have not been approved by any regulatory entity.   3. On December 26, 2023, the Company entered into a purchase agreement (the “December Purchase Agreement”) with an institutional investor in a registered direct offering (the “December Offering”), pursuant to which the Company issued (i) an aggregate of 1,375,000 of the Company’s ordinary shares (the “Ordinary Shares”) at a purchase price of $1.28 per share, and (ii) pre-funded warrants, (“December Pre-Funded Warrants”), to purchase up to 1,656,250 Ordinary shares, at a purchase price of $1.28, less $0.001 per December Pre-Funded Warrant which were immediately exercised). In addition, pursuant to the December Purchase Agreement, the Company issued warrants to the institutional investor to purchase up to an aggregate of 3,031,250 Ordinary Shares at an exercise price of $1.28 per share (“Private Warrants”). The aggregate proceeds received by the Company from the December Offering were approximately $3,424, after deducting placement agent commissions and additional offering costs which totaled in approximately $454. In addition, the Company issued the placement agent in the December Offering warrants equal to a total of 7.0% of the aggregate number of Ordinary Shares sold in the December Offering to purchase up to 212,188 Ordinary Shares (the “December Placement Agent Warrants”). The fair value of the December Placement Agent Warrants on the issuance date was $131 and it was recorded as part of the issuance costs (see note 5).   4. On April 1, 2024, the Company entered into a purchase agreement with two investors in a registered direct offering (the “April Offering”), pursuant to which the Company issued an aggregate of 1,339,285 of the Company’s Ordinary Shares at a purchase price of $1.232 per share. The aggregate proceeds received by the Company from the April Offering were approximately $1,651.   5. On June 14, 2024, the Company entered into a purchase agreement with an individual private investor in a registered direct offering (the “June Offering”), pursuant to which the Company issued (i) an aggregate of 941,541 of the Company’s Ordinary Shares at a purchase price of $1.30 per share, and (ii) pre-funded warrants, (“June Pre-Funded Warrants”), to purchase up to 1,709,760 Ordinary shares, at a purchase price of $1.30, less $0.001 per June Pre-Funded Warrant. The aggregate proceeds received by the Company from the June Offering were approximately $3,102, after deducting placement agent commissions and additional offering costs in cash which totaled in approximately $343. In addition, the Company issued the placement agent in the June Offering warrants equal to a total of 7.0% of the aggregate number of Ordinary Shares sold in the transaction to purchase up to 185,591 Ordinary Shares (the “June Placement Agent Warrants”). The fair value of the June Placement Agent Warrants on the issuance date was $202 and it was recorded as part of the issuance costs. (see note 5).   6. The accompanying unaudited condensed financial statements (the “Financial Statements”) have been prepared assuming that the Company will continue as a going concern. To date, the Company is at its development stage. Therefore, the Company has suffered recurring losses from operations and negative cash flows from operations since inception. As of June 30, 2024, the Company had incurred accumulated losses of $61.8 million and expects to continue to fund its operations through certain financing, such as issuance of convertible securities, Ordinary Shares and warrants and through Israeli government grants. There is no assurance that such financing will be obtained. Our dependency on external funding for our operations raises a substantial doubt about our ability to continue as a going concern. The Financial Statements do not include any adjustments that might result from the outcome of these uncertainties.   7. The Company offices are located in Israel. On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attack, Israel declared war against Hamas and the Israeli military began to call-up reservists for an active duty. At the same time, and because of the declaration of war against Hamas, the clash between Israel and Hezbollah in Lebanon has escalated and there is a possibility that it will turn into a greater regional conflict in the future. As of the date of these financial statements, these events have had no material impact on the Company’s operations.   8. Although we do not currently conduct business in Russia and Ukraine, the escalation of geopolitical instability in Russia and Ukraine as well as currency fluctuations in the Russian Ruble has had a negative impact on worldwide markets. Such an impact may negatively impact our supply chain, our operations and future growth prospects in that region. As a result of the crisis in Ukraine, both the U.S. and other countries have implemented sanctions against certain Russian individuals and entities. Our global operations expose us to risks that could adversely affect our business, financial condition, results of operations, cash flows or the market price of our securities, including the potential for increased tensions between Russia and other countries resulting from the current situation involving Russia and Ukraine, tariffs, economic sanctions and import-export restrictions imposed, and retaliatory actions, as well as the potential negative impact on our potential business and sales in the region. Current geopolitical instability in Russia and Ukraine and related sanctions by the U.S. and other governments against certain companies and individuals may hinder our ability to conduct business with potential customers and vendors in these countries.

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Significant Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:   Basis of preparation   The accompanying unaudited condensed financial statements have been prepared on the same basis as the annual financial statements. In the opinion of management, the financial statements reflect all normal and recurring adjustments necessary to fairly state the financial position and results of operations of the Company. The information included in this report should be read in conjunction with the financial statements and accompanying notes included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on March 25, 2024. The year-end balance sheet data was derived from the audited financial statements as of December 31, 2023, but not all disclosures required by generally accepted accounting principles in the United States (“U.S. GAAP”) are included in this interim report.   Use of Estimates in the Preparation of Financial Statements   The preparation of the Company’s financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, judgments and methodologies. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity (including share-based compensation) and the amount of expenses. Actual results could differ from those estimates.   Impact of accounting standards to be applied in future periods   In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The ASU’s amendments are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this pronouncement on our Financial Statements.   In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Under this ASU, public entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). This ASU’s amendments are effective for all entities that are subject to Topic 740, Income Taxes, for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this pronouncement on our disclosures.

Finacial Liabilities at Fair Market Value	6 Months Ended
	Jun. 30, 2024
Finacial Liabilities at Fair Value [Abstract]
FINACIAL LIABILITIES AT FAIR VALUE	NOTE 3 - FINACIAL LIABILITIES AT FAIR MARKET VALUE:       June 30, 2024     December 31, 2023                 Financial liability (1)     11       11   Non-tradable warrants (2)     1,998       1,459   Total     2,009       1,470     1. Financial liability   Financial liability to pay 7% fees on the fundings that will be received from exercises of tradable warrants. The financial liability is to be measured at fair market value through profit or loss. The financial liability fair value as of December 31, 2023, and as of June 30, 2024 is $11 in the both periods.   2. Private Warrants   On December 26, 2023, the Company entered into the December Purchase Agreement (Note 1 and Note 5), pursuant to which it issued unregistered warrants, to purchase up to an aggregate of 3,031,250 Ordinary Shares at an exercise of $1.28 per share. The Private Warrants were exercisable immediately upon issuance and will expire three and a half years following their issuance. The Private Warrants include cashless exercise mechanism, according to the terms specified in the agreement. The Private Warrants may create obligation to transfer cash to the investors at fundamental transactions according to fair value of the Black-Scholes model that includes various inputs. Therefore, the Company assesses the Private Warrants as financial liability instruments that are measured at fair value and recognized financial expenses or income through profit and loss.   The Private Warrants fair value as of the issuance date and December 31, 2023, were $1,750 and $1,459 respectively. The warrants fair value as of the June 30, 2024, was $1,998.   The key inputs that were used in the Private Warrants fair value were:       As of June 30, 2024     As of December 31, 2023   Risk-free interest rate     4.52 %     4 % Expected volatility     62.23 %     66.63 % Expected dividend yield of     0 %     0 % Expected term of warrants     3 years       3.5 years

Related Parties	6 Months Ended
	Jun. 30, 2024
Related Parties [Abstract]
RELATED PARTIES	NOTE 4 - RELATED PARTIES   The following transactions arose with related parties:   Transactions and balances with related parties:   1. Shareholders and other related parties’ benefits       June 30, 2024     June 30, 2023   Salary and related expenses – officers and directors     881       907   Share based payment – officers and directors     652       712     2. Balances with related parties   Name   Nature of transaction   June 30, 2024     December 31, 2023   Officers   Salaries and related     (374 )     (314 ) Directors   Compensation for directors     (30 )     (40 )

Shareholders' Equity	6 Months Ended
	Jun. 30, 2024
Shareholders' Equity [Abstract]
SHAREHOLDERS' EQUITY	NOTE 5 - SHAREHOLDERS’ EQUITY:   A. Share capital:   On April 4, 2023, the Company entered into a sales agreement (the “Sales Agreement”) with Roth Capital Partners, LLC, as sales agent, pursuant to which the Company could offer and sell, from time to time, through the sales agent, Ordinary Shares pursuant to an At-The-Market facility (“ATM”). During 2023, the Company sold 17,566 Ordinary Shares under the ATM. On October 23, 2023, the Company terminated the Sales Agreement and the associated ATM, effective immediately.   On December 26, 2023, the Company completed the December Offering, whereby the Company sold (i) 1,375,000 Ordinary Shares at a purchase price of $1.28 per share, (ii) December Pre-Funded Warrants, to purchase up to 1,656,250 Ordinary Shares, at a purchase price of $1.28, less $0.001 per December Pre-Funded Warrant, and (iii) Private Warrants, to purchase up to an aggregate of 3,031,250 Ordinary Shares at an exercise of $1.28 per share (Note 3.2).   The December Pre-Funded Warrants were exercised on the same day and the day after the transaction in full in an exercise price of $0.001 per share and the Company issued 1,656,250 additional Ordinary Shares. The aggregate proceeds received by the Company from the December Offering were approximately $3,424, after deducting underwriting discounts and commissions and additional cash offering costs totaled in approximately $454.   The Company issued the placement agent in the December Offering warrants to purchase a number of shares equal to a total of 7.0% of the aggregate number of Ordinary Shares sold in the December Offering, or a warrant to purchase up to 212,188 Ordinary Shares, were issued. The December Placement Agent Warrants were substantially on the same terms as the Private Warrants issued to the investor in the December Offering, except an exercise price of $1.60 per share. The December Placement Agent Warrants were exercisable immediately upon issuance and will expire five years following their issuance.   The Company accounts for the December Placement Agent Warrants as equity-classified instruments (as part of additional paid in capital), based on an assessment of ASC 718. The fair value of the December Placement Agent Warrants on the issuance date was $131. Those cash and non-cash issuance costs were accounted proportionally to issuance expenses and decrease of additional paid in capital, according to the ratio of the liability versus equity in the December Offering.   During the year ended December 31, 2023, the Company issued an aggregate amount of 1,226,448 Ordinary Shares in connection with vested RSUs and an additional 37,972 Ordinary Shares in connection with option exercises.   On April 1, 2024, the Company completed its April Offering, whereby the Company sold 1,339,285 Ordinary Shares at a purchase price of $1.232 per share. The aggregate proceeds received by the Company from the April Offering were approximately $1,651.   On May 20, 2024, the Company issued 220,000 Warrants Shares to a service provider, at an exercise price of $2.25 per share. the warrants are immediately exercisable and will be expired following six months from the Initial issuance Date. The Company accounting treatment for those warrants as equity-classified instruments (as part of additional paid in capital), based on an assessment of ASC 718. The fair value of the warrants at the issuance date was $56.   On June 14, 2024, the Company completed its June Offering, whereby the Company sold (i) 941,541 Ordinary Shares at a purchase price of $1.30 per share, and (ii) June Pre-Funded Warrants to purchase up to 1,709,760 Ordinary Shares, at a purchase price of $1.30, less $0.001 per June Pre-Funded Warrant. Each June Pre-Funded Warrant is exercisable for one Ordinary Share at an exercise price of $0.001 per share. The June Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the June Pre-Funded Warrants are exercised in full. As of June 30, 2024 none of the June Pre-Funded warrants were exercised.   The aggregate proceeds received by the Company from the June Offering were approximately $3,102, after deducting underwriting discounts and commissions and additional cash offering costs totaled in approximately $343.   The Company issued the June Placement Agent in the agreement warrants equal to a total of 7.0% of the aggregate number of Ordinary Shares sold in the transaction. A total to 185,591 warrants to purchase up to 185,591 Ordinary Shares were issued. The June Placement Agent Warrants were at an exercise price of $1.56 per share. The June Placement Agent Warrants were exercisable immediately upon issuance and will expire four years following their issuance.   The Company accounting treatment for the June Placement Agent Warrants as equity-classified instruments (as part of additional paid in capital), based on an assessment of ASC 718. The fair value of the June Placement Agent Warrants at the issuance date was $202.   The cash and non-cash issuance costs were recorded against additional paid in capital, due to the classification of the ordinary shares and the June Pre-Funded Warrants as equity in the June Offering.   On June 30, 2024, the Company issued 45,000 ordinary shares to an advisor in connection with consulting service agreement.   B. Warrants reserves - Composition and movements:   1. The following table reconciles the movement in warrants outstanding at the beginning and end of the period:       Number of Warrants     Weighted-average exercise price     Weighted average remaining contractual term (in years)     Aggregate value USD   Balance as of December 31, 2023     3,333,283       5.47       1.83       4,799,470   Issuance of warrants     220,000       2.25       0.5       56,209   Issuance of - Pre-Funded Warrants     1,709,760       0.001       -       2,220,978   Issuance of Placement Agent Warrants     185,591       1.56       4       202,127   Exercised     -       -       -       -   Forfeited     -       -       -       -   Expired     -       -       -       -   Balance as of June 30, 2024     5,448,634                       7,278,784     2. The following table summarizes information about the Company’s outstanding warrants as of June 30, 2024.   Exercise Price   Warrants outstanding as of June 30, 2024     Expiration date     Aggregate Intrinsic value   5.5     1,640,455       15/07/2026       2,214,614   5.5     1,057,350       15/07/2024       1,691,760   5.5     277,835       15/07/2025       497,533   6.875     145,455       15/01/2027       264,008   1.6     212,188       28/12/2028       131,555   2.25     220,000       20/11/2024       56,209   1.56     185,591       14/06/2027       202,127   0.001     1,709,760       -       2,220,978         5,448,634               7,278,784     C. Loss per share:   Loss per share has been calculated using the weighted average number of shares in issue during the relevant financial periods, the weighted average number of equity shares in issue and profit for the period as follows:       Year ended June 30, 2024     Year ended June 30, 2023                 Loss for the period     6,240       6,184   Total number of Ordinary Shares     18,438,917       11,993,299   Weighted average number of Ordinary Shares     16,628,582       11,692,017   Basic and diluted loss per share     (0.38 )     (0.53 )

Share Based Compensation	6 Months Ended
	Jun. 30, 2024
Share-Based Payment [Abstract]
SHARE BASED COMPENSATION	NOTE 6 - SHARE BASED COMPENSATION:   In December 2019, the Company established a share option plan (the “Plan”). As of June 30, 2023, a total of 505,473 options to purchase Ordinary Shares have been granted to employees, consultants and directors under the Plan, and a total of 3,707,542 RSUs have been granted to employees, consultants and directors under the Plan, of which 2,550,166 RSUs are fully vested as of June 30, 2023.   On January 22, 2024, the Company’s board of directors approved a grant of 320,000 RSUs to employees and a grant of options to purchase 80,000 shares to consultants. The RSUs represents the right to receive Ordinary Shares at a future time, 250,000 of which vest over a period of three years, with a one-year cliff period and 70,000 vesting immediately on the grant date. 10,000 of the options were vested immediately on the grant date, 25,000 option vest over a period of three years and 45,000 option vests over a period of one year and nine months. The RSUs designated to employees were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise.   On February 5, 2024, the Company’s board of directors approved a grant of 2,277,000 RSUs to officers, a grant of options to purchase 30,000 Ordinary Shares and 90,000 RSUs to directors. The RSUs and options represents the right to receive Ordinary Shares at a future time and vest over a period of three years, with a one-year cliff. The RSUs designated to employees and directors were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise.   The fair market value of all granted options was estimated by using the Black-Scholes model, aimed at modelling the value of the Company’s assets over time. The simulation approach was designed to take into account the terms and conditions of the share options, as well as the capital structure of the Company and the volatility of its assets, on the date of grant based on certain assumptions. Those conditions are, among others:   The valuation was completed by the company based on the following assumptions:   (i) Risk-free interest rate 4.11%       (ii) The expected volatility is 63.23%;       (iii) The dividend rate 0%; and       (iv) Expected term – 0-3 years.   During the six months ended June 30, 2024, the Company recorded share-based payment expenses in the amount of $972.   The options to services providers and advisers outstanding as of June 30, 2024, as follows:       Six months ended June 30, 2024       Number of options     Weighted average Exercise price NIS                 Outstanding at beginning of year     105,111       4.085   Granted     80,000       3.77   Exercised     -           Forfeited     -           Outstanding as of June 30, 2024     185,111       4.03   Exercisable options     113,724           Share-based payment expenses   $ 37             The RSUs to services providers and advisers outstanding as of June 30, 2024, as follows:       Number of RSUs           Outstanding at beginning of year     7,433   Granted     -   Vested     5,835   Outstanding as of June 30, 2024     1,598   Vested as of June 30, 2024     30,902   Share-based payment expenses   $ 1     The options to employees and directors outstanding as of June 30, 2024, as follows:       Six months ended June 30, 2024       Number of options     Weighted average Exercise price NIS                 Outstanding at beginning of year     357,689       0.37   Granted     30,000       3.64   Exercised     19,048       0.37   Outstanding as of June 30, 2024     368,641       1.56   Exercisable options as of June 30, 2024     338,641       1.38   Share-based payment expenses   $ 6             The RSUs to employees and directors outstanding as of June 30, 2024, as follows:       Number of RSUs           Outstanding at beginning of year     445,140   Granted     2,687,000   Forfeited     (6,251 ) Vested     (445,056 ) Outstanding as of June 30, 2024     2,680,833   Vested as of June 30, 2024     3,542,245   Share-based payment expenses   $ 928

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIE	NOTE 7 - COMMITMENTS AND CONTINGENCIES:   A. Royalties to the IIA   In September 2019, the Israel Innovation Authority (“IIA”) approved an application that supports upgrading the Company’s manufacturing capabilities for an aggregate budget of NIS 4,880,603 (approximately $1,500,000). The IIA committed to fund 60% of the approved budget. Eventually the project budget concluded in the aggregate amount of NIS 4,623,142 (approximately $1,333) The program is for the period beginning October 2019 through November 2020 and the Company received total funds in the amount of NIS 2,773,885 (approximately $800) from the IIA.   According to the agreements with the IIA, the Company will pay royalties of 3% to 3.5% of future sales up to an amount equal to the accumulated grant received with the annual interest on such royalties the 12-month secured overnight financing rate (“SOFR”) of the Federal Reserve or an alternative rate published by the Bank of Israel plus 0.71513% for grants approved prior to January 1, 2024. For grants approved after January 1, 2024, the annual interest rate is the higher of the 12-month SOFR rate plus 1% or a fixed annual interest rate of 4%. Repayment of the grant is contingent upon the successful completion of the Company’s research and development (“R&D”) programs and generating sales. The Company has no obligation to repay these grants if the R&D programs fail, are unsuccessful or aborted or if no sales are generated. The Company had not generated sales as of June 30, 2024; therefore, no liability was recorded in these unaudited interim condensed Financial Statements. IIA grants are recorded as a reduction of R&D expenses, net.    During October 2023, the IIA has approved a support of another development project of the Company at an aggregate budget of NIS 3,850,869 (approximately $1,062). The IIA committed to fund 40% of the approved budget.   As of June 30, 2024, the maximum obligation with respect to the grants received from the IIA, contingent upon entitled future sales, is $894. The Company has obligations regarding know-how, technology, or products, not to transfer the information, rights thereon and production rights which derive from the research and development without the IIA Research Committee approval.   B. Lease Commitments – Operating Leases:   In August 2022, the Company entered into a lease agreement for its facilities in Ra’anana, Israel. The lease agreement is for a period of 69 months commencing September 1, 2021, and the Company began to pay lease and related expenses after completing 3 months of lease. The Company has the option to shorten the period and terminates the lease agreement after completing 45 months of rent by paying an amount of NIS 500,000, (approximately $153). This amount of reimbursement will be deducted monthly in NIS 30,000, (approximately $9) if the Company terminates the agreement after 45 months of rent. The annual lease payment, including management fees, as of June 30, 2024, is approximately NIS 69,000 ($19) per month. As security for the obligations under this lease agreement, the Company provided a bank guarantee in an amount equal to three monthly lease payments plus the Israeli value added tax and an unlimited guarantee according to the terms specified in the contract.   The right-of-use asset and lease liability are initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate based on the information available at the date of determining the present value of the lease payments. The Company’s incremental borrowing rate is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located.   The Company has various operating leases for vehicles that expire through 2027. Below is a summary of the Company’s operating right-of-use assets and operating lease liabilities as of June 30, 2024:       June 30, 2024     December 31, 2023   Operating lease liabilities, current     298       290   Operating lease liabilities long-term     455       588   Total operating lease liabilities     753       878                     Weighted Average of Remaining Lease Term     2.93       3.33   Weighted-average discount rate - operating leases     9.34 %     9.6 %   Lease payments for the Company’s right-of-use assets over the remaining lease periods as of June 30, 2024, are as follows:       June 30, 2024   2024     176   2025     302   2026     232   2027     143   Total undiscounted lease payment     853   Less: Interest*     (100 ) Present value of lease liabilities     753     * Future lease payments were discounted by 7.98%-15.04% interest rate.   C. Legal Claims   In the normal course of business, various legal claims and other contingent matters may arise. Management believes that any liability that may arise from such matters would not have a material adverse effect on the Company’s results of operations or financial condition as of and for the six month period ended June 30, 2024.   On December 12, 2021, the Company terminated its employment agreement with Dr. Udi Nussinovitch, one of its founders who served as the Company’s Chief Scientific Officer since March 2018. On February 24, 2022, the Company sued Mr. Nussinovitch for breach good faith and his fiduciary duties as a shareholder and former officer of the Company. On November 9, 2022, the Company received notice of a complaint filed by Mr. Nussinovitch, as well as a complaint filed with the regional labor court in Tel Aviv, Israel on November 8, 2022. Mr. Nussinovitch has alleged certain deficiencies in the Company’s Extraordinary General Meeting of Shareholders held on Friday, December 17, 2021, resulting from his status as a minority shareholder. In addition, with respect to the labor dispute, Mr. Nussinovitch is seeking renumeration and the issuance of Ordinary Shares. A partial hearing was held in the regional labor court on July 19, 2023, and the parties were required by the court to file their positions on a stay of the proceeding pending the decision on the case initiated by the Plaintiff in the District Court.   A pre-trial hearing was held in the district court on January 21, 2024. During the hearing, the court suggested that the parties consider the possibility of resolving the case through an out-of-court arrangement or mediation. The parties agreed to a mediation process.   As of the date of these Financial Statement, the Company believes that the claims will result in no payments by the Company.

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 - SUBSEQUENT EVENTS:   In July 2024 the Company received NIS 539,122 (approximately $149,768) from the IIA as a pre-payment of the grant as approved in relation with a development project. The grant creates an obligation with respect to the grants received from the IIA, contingent upon entitled future sales.   As of June 30, 2024, there is no impact on the financial statements.

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2024
Significant Accounting Policies [Abstract]
Basis of preparation	Basis of preparation The accompanying unaudited condensed financial statements have been prepared on the same basis as the annual financial statements. In the opinion of management, the financial statements reflect all normal and recurring adjustments necessary to fairly state the financial position and results of operations of the Company. The information included in this report should be read in conjunction with the financial statements and accompanying notes included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on March 25, 2024. The year-end balance sheet data was derived from the audited financial statements as of December 31, 2023, but not all disclosures required by generally accepted accounting principles in the United States (“U.S. GAAP”) are included in this interim report.
Use of Estimates in the Preparation of Financial Statements	Use of Estimates in the Preparation of Financial Statements The preparation of the Company’s financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, judgments and methodologies. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity (including share-based compensation) and the amount of expenses. Actual results could differ from those estimates.
Impact of accounting standards to be applied in future periods	Impact of accounting standards to be applied in future periods In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The ASU’s amendments are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this pronouncement on our Financial Statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Under this ASU, public entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). This ASU’s amendments are effective for all entities that are subject to Topic 740, Income Taxes, for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this pronouncement on our disclosures.

Finacial Liabilities at Fair Market Value (Tables)	6 Months Ended
	Jun. 30, 2024
Finacial Liabilities at Fair Value [Abstract]
Schedule of Financial Liability	June 30, 2024     December 31, 2023                 Financial liability (1)     11       11   Non-tradable warrants (2)     1,998       1,459   Total     2,009       1,470
Schedule of Private Warrants	The key inputs that were used in the Private Warrants fair value were:     As of June 30, 2024     As of December 31, 2023   Risk-free interest rate     4.52 %     4 % Expected volatility     62.23 %     66.63 % Expected dividend yield of     0 %     0 % Expected term of warrants     3 years       3.5 years

Related Parties (Tables)	6 Months Ended
	Jun. 30, 2024
Related Parties [Abstract]
Schedule of Balances with Related Parties	Shareholders and other related parties’ benefits     June 30, 2024     June 30, 2023   Salary and related expenses – officers and directors     881       907   Share based payment – officers and directors     652       712
Schedule of Balances with Related Parties	Balances with related parties Name   Nature of transaction   June 30, 2024     December 31, 2023   Officers   Salaries and related     (374 )     (314 ) Directors   Compensation for directors     (30 )     (40 )

Shareholders' Equity (Tables)	6 Months Ended
	Jun. 30, 2024
Shareholders' Equity (Deficit) [Abstract]
Schedule of Movement in Warrants Outstanding	The following table reconciles the movement in warrants outstanding at the beginning and end of the period:     Number of Warrants     Weighted-average exercise price     Weighted average remaining contractual term (in years)     Aggregate value USD   Balance as of December 31, 2023     3,333,283       5.47       1.83       4,799,470   Issuance of warrants     220,000       2.25       0.5       56,209   Issuance of - Pre-Funded Warrants     1,709,760       0.001       -       2,220,978   Issuance of Placement Agent Warrants     185,591       1.56       4       202,127   Exercised     -       -       -       -   Forfeited     -       -       -       -   Expired     -       -       -       -   Balance as of June 30, 2024     5,448,634                       7,278,784
Schedule of Information about the Company’s Outstanding Warrants	The following table summarizes information about the Company’s outstanding warrants as of June 30, 2024. Exercise Price   Warrants outstanding as of June 30, 2024     Expiration date     Aggregate Intrinsic value   5.5     1,640,455       15/07/2026       2,214,614   5.5     1,057,350       15/07/2024       1,691,760   5.5     277,835       15/07/2025       497,533   6.875     145,455       15/01/2027       264,008   1.6     212,188       28/12/2028       131,555   2.25     220,000       20/11/2024       56,209   1.56     185,591       14/06/2027       202,127   0.001     1,709,760       -       2,220,978         5,448,634               7,278,784
Schedule of Loss Per Share the Weighted Average Number	Loss per share has been calculated using the weighted average number of shares in issue during the relevant financial periods, the weighted average number of equity shares in issue and profit for the period as follows:     Year ended June 30, 2024     Year ended June 30, 2023                 Loss for the period     6,240       6,184   Total number of Ordinary Shares     18,438,917       11,993,299   Weighted average number of Ordinary Shares     16,628,582       11,692,017   Basic and diluted loss per share     (0.38 )     (0.53 )

Share Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2024
Share-Based Payment [Abstract]
Schedule of Options to Services Providers and Advisers Outstanding	The options to services providers and advisers outstanding as of June 30, 2024, as follows:     Six months ended June 30, 2024       Number of options     Weighted average Exercise price NIS                 Outstanding at beginning of year     105,111       4.085   Granted     80,000       3.77   Exercised     -           Forfeited     -           Outstanding as of June 30, 2024     185,111       4.03   Exercisable options     113,724           Share-based payment expenses   $ 37               Six months ended June 30, 2024       Number of options     Weighted average Exercise price NIS                 Outstanding at beginning of year     357,689       0.37   Granted     30,000       3.64   Exercised     19,048       0.37   Outstanding as of June 30, 2024     368,641       1.56   Exercisable options as of June 30, 2024     338,641       1.38   Share-based payment expenses   $ 6
Schedule of RSUs to Services Providers and Advisers Outstanding	The RSUs to services providers and advisers outstanding as of June 30, 2024, as follows:     Number of RSUs           Outstanding at beginning of year     7,433   Granted     -   Vested     5,835   Outstanding as of June 30, 2024     1,598   Vested as of June 30, 2024     30,902   Share-based payment expenses   $ 1         Number of RSUs           Outstanding at beginning of year     445,140   Granted     2,687,000   Forfeited     (6,251 ) Vested     (445,056 ) Outstanding as of June 30, 2024     2,680,833   Vested as of June 30, 2024     3,542,245   Share-based payment expenses   $ 928

Commitments and Contingencies (Tables)	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies [Abstract]
Schedule of Operating Right-of-Use Assets and Operating Lease Liabilities	The Company has various operating leases for vehicles that expire through 2027. Below is a summary of the Company’s operating right-of-use assets and operating lease liabilities as of June 30, 2024:     June 30, 2024     December 31, 2023   Operating lease liabilities, current     298       290   Operating lease liabilities long-term     455       588   Total operating lease liabilities     753       878                     Weighted Average of Remaining Lease Term     2.93       3.33   Weighted-average discount rate - operating leases     9.34 %     9.6 %
Schedule of Right-of-Use Assets Over the Remaining Lease	Lease payments for the Company’s right-of-use assets over the remaining lease periods as of June 30, 2024, are as follows:     June 30, 2024   2024     176   2025     302   2026     232   2027     143   Total undiscounted lease payment     853   Less: Interest*     (100 ) Present value of lease liabilities     753   * Future lease payments were discounted by 7.98%-15.04% interest rate.

General (Details) - USD ($)				6 Months Ended
	Jun. 14, 2024	Apr. 01, 2024	Dec. 26, 2023	Jun. 30, 2024	Dec. 31, 2023
General [Line Items]
Purchase price of per share	$ 1.3
Pre funded warrant, per share			$ 0.001
Exercise price of per share			$ 1.28
Additional offering costs			$ 454,000
Aggregate percentage				7.00%
Share issued to underwriter				18,438,917	15,652,176
Proceeds from offering	$ 3,102,000
Additional offering costs	$ 343
Ordinary shares percentage	7.00%
Issuance costs	$ 202
Incurred accumulated losses			$ 61,800,000
June Placement Agent Warrants [Member]
General [Line Items]
Share issued to underwriter			212,188
Issuance cost to underwriter			$ 131,000
Pre-Funded Warrants [Member]
General [Line Items]
Ordinary shares	1,709,760
Purchase price of per share	$ 1.3
Pre funded warrant, per share	$ 0.001
Aggregate proceeds			3,424,000
Purchase Agreement with Two Investors [Member]
General [Line Items]
Ordinary shares		1,339,285
Purchase price of per share		$ 1.232
Proceeds from offering		$ 1,651
December Offering [Member]
General [Line Items]
Aggregate proceeds			$ 3,424,000
Common Stock [Member]
General [Line Items]
Ordinary shares			1,375,000	2,280,826
Purchase price of per share			$ 1.28
Pre-Funded Warrants [Member]
General [Line Items]
Ordinary shares	941,541		1,656,250
Purchase price of per share	$ 1.3		$ 1.28
Pre-Funded Warrants [Member] | Warrant [Member]
General [Line Items]
Ordinary shares			3,031,250
June Placement Agent Warrants [Member]
General [Line Items]
Ordinary shares	185,591

Finacial Liabilities at Fair Market Value (Details) - USD ($) $ / shares in Units, $ in Thousands			6 Months Ended
	Dec. 31, 2023	Dec. 26, 2023	Jun. 30, 2024
Finacial Liabilities at Fair Value [Line Items]
Percentage of pay fees			7.00%
Financial liability fair value	$ 11		$ 11
Private Warrants [Member]
Finacial Liabilities at Fair Value [Line Items]
Warrants fair value	$ 1,459	$ 1,750	$ 1,998
December Purchase Agreement [Member]
Finacial Liabilities at Fair Value [Line Items]
Number of warrants (in Shares)		3,031,250
Exercise of per share (in Dollars per share)		$ 1.28

Finacial Liabilities at Fair Market Value (Details) - Schedule of Financial Liability - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Finacial Liabilities at Fair Market Value (Details) - Schedule of Financial Liability [Line Items]
Total finacial liabilities at fair value	$ 2,009	$ 1,470
Financial liability [Member]
Finacial Liabilities at Fair Market Value (Details) - Schedule of Financial Liability [Line Items]
Total finacial liabilities at fair value	11	11
Non-tradable warrants [Member]
Finacial Liabilities at Fair Market Value (Details) - Schedule of Financial Liability [Line Items]
Total finacial liabilities at fair value	$ 1,998	$ 1,459

Finacial Liabilities at Fair Market Value (Details) - Schedule of Private Warrants	Jun. 30, 2024	Dec. 31, 2023
Risk-free interest rate [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Private warrants fair value	4.52	4
Expected volatility [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Private warrants fair value	62.23	66.63
Expected dividend yield [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Private warrants fair value	0	0
Expected term of warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Private warrants fair value	3	3.5

Related Parties (Details) - Schedule of Shareholders and Other Related Parties Benefits - Officers and Directors [Member] - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule of Shareholders and Other Related Parties Benefits [Line Items]
Salary and related expenses – officers and directors	$ 881	$ 907
Share based payment – officers and directors	$ 652	$ 712

Related Parties (Details) - Schedule of Balances with Related Parties - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2022
Officers [Member]
Compensating Balances [Line Items]
Nature of transaction	Salaries and related
Balances with related parties	$ (374)	$ (314)
Directors [Member]
Compensating Balances [Line Items]
Nature of transaction	Compensation for directors
Balances with related parties	$ (30)	$ (40)

Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands					6 Months Ended	12 Months Ended
	Jun. 14, 2024	May 20, 2024	Apr. 01, 2024	Dec. 26, 2023	Jun. 30, 2024	Dec. 31, 2023
Shareholders' Equity [Line Items]
Sold ordinary shares			1,339,285
Purchase price per share (in Dollars per share)	$ 1.3
Exercise price (in Dollars per share)		$ 2.25		$ 1.28
Exercise price per share (in Dollars per share)				$ 0.001
Aggregate proceeds (in Dollars)	$ 3,102
Sold ordinary shares	941,541
Ordinary shares issued					45,000
Additional offering direct costs (in Dollars)	$ 343
Percentage of agent fees in warrants issued	7.00%
December Pre-Funded Warrants [Member]
Shareholders' Equity [Line Items]
Warrant to purchase				1,656,250
Pre-Funded Warrants [Member]
Shareholders' Equity [Line Items]
Purchase price per share (in Dollars per share)	$ 1.3
Exercise price (in Dollars per share)				$ 0.001
Issued additional shares	1,709,760
Aggregate proceeds (in Dollars)				$ 3,424
Offering cost under shareholders equity (in Dollars)				$ 454
Exercise price per share (in Dollars per share)	$ 0.001
Ordinary shares issued	1,709,760
Placement Agent Warrants [Member]
Shareholders' Equity [Line Items]
Warrant to purchase				212,188
Purchase price per share (in Dollars per share)			$ 1.232
Exercise price (in Dollars per share)	$ 1.56
Aggregate percentage of common stock sale				7.00%
Exercise price per share (in Dollars per share)				$ 1.6
Issuance of warrants expire					5 years
Issuance cost to underwriter (in Dollars)				$ 131
Warrant [Member]
Shareholders' Equity [Line Items]
Sold ordinary shares		220,000
Issuance costs (in Dollars)		$ 56
June Pre-Funded Warrant [Member]
Shareholders' Equity [Line Items]
Exercise price (in Dollars per share)	$ 0.001
June Placement Agent Warrants [Member]
Shareholders' Equity [Line Items]
Issuance cost to underwriter (in Dollars)				$ 131
Ordinary shares issued	185,591
Warrants issued to agent on June transaction (in Dollars)					$ 202
April Offering [Member]
Shareholders' Equity [Line Items]
Aggregate proceeds (in Dollars)			$ 1,651
Maximum [Member] | Pre-Funded Warrants [Member]
Shareholders' Equity [Line Items]
Purchase price per share (in Dollars per share)				$ 1.28
Minimum [Member] | Pre-Funded Warrants [Member]
Shareholders' Equity [Line Items]
Purchase price per share (in Dollars per share)				0.001
Ordinary Shares [Member]
Shareholders' Equity [Line Items]
Purchase price per share (in Dollars per share)				$ 1.28
Issued additional shares				1,375,000	2,280,826
Options exercise shares						37,972
Ordinary shares issued					45,000
Ordinary Shares [Member]
Shareholders' Equity [Line Items]
Purchase of warrants	185,591
Ordinary Shares [Member] | Pre-Funded Warrants [Member]
Shareholders' Equity [Line Items]
Issued additional shares				1,656,250
Ordinary Shares [Member] | Private Warrants [Member]
Shareholders' Equity [Line Items]
Aggregate ordinary shares to purchase				3,031,250
ATM [Member]
Shareholders' Equity [Line Items]
Sold ordinary shares						17,566
December Offering [Member]
Shareholders' Equity [Line Items]
Sold ordinary shares				1,375,000
Purchase price per share (in Dollars per share)				$ 1.28
Restricted Stock Units [Member]
Shareholders' Equity [Line Items]
Aggregate of ordinary shares						1,226,448
IPO [Member]
Shareholders' Equity [Line Items]
Proceeds received (in Dollars)	$ 3,102

Shareholders' Equity (Details) - Schedule of Movement in Warrants Outstanding - Warrant [Member] $ / shares in Units, $ in Thousands		6 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares
Schedule of Movement in Warrants Outstanding [Line Items]
Number of Warrants, Beginning Balance | shares	3,333,283
Weighted-average exercise price, Beginning Balance | $ / shares	$ 5.47
Weighted average remaining contractual term (in years), Beginning Balance	1 year 9 months 29 days
Aggregate intrinsic value, Beginning Balance | $	$ 4,799,470
Number of Warrants, Issuance of warrants | shares		220,000
Weighted-average exercise price, Issuance of warrants | $ / shares		$ 2.25
Weighted average remaining contractual term (in years), Issuance of warrants		6 months
Aggregate intrinsic value, Issuance of warrants | $		$ 56,209
Number of Warrants, Exercised | shares
Weighted-average exercise price, Exercised | $ / shares
Weighted average remaining contractual term (in years), Exercised
Aggregate intrinsic value, Exercised | $
Number of Warrants, Forfeited | shares
Weighted-average exercise price, Forfeited | $ / shares
Weighted average remaining contractual term (in years), Forfeited
Aggregate intrinsic value, Forfeited | $
Number of Warrants, Expired | shares
Weighted-average exercise price, Expired | $ / shares
Weighted average remaining contractual term (in years), Expired
Aggregate intrinsic value, Expired | $
Number of Warrants, Balance Ending | shares		5,448,634
Aggregate value, Balance Ending | $		$ 7,278,784
Pre-Funded Warrants [Member]
Schedule of Movement in Warrants Outstanding [Line Items]
Number of Warrants, Issuance of warrants | shares		1,709,760
Weighted-average exercise price, Issuance of warrants | $ / shares		$ 0.001
Weighted average remaining contractual term (in years), Issuance of warrants
Aggregate intrinsic value, Issuance of warrants | $		$ 2,220,978
Placement Agent Warrants [Member]
Schedule of Movement in Warrants Outstanding [Line Items]
Number of Warrants, Issuance of warrants | shares		185,591
Weighted-average exercise price, Issuance of warrants | $ / shares		$ 1.56
Weighted average remaining contractual term (in years), Issuance of warrants		4 years
Aggregate intrinsic value, Issuance of warrants | $		$ 202,127

Shareholders' Equity (Details) - Schedule of Information about the Company’s Outstanding Warrants - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2008
Schedule of Information about the Company’s Outstanding Warrants [Line Items]
Warrants outstanding	$ 5,448,634
Aggregate Intrinsic value		$ 7,278,784
5.5 [Member]
Schedule of Information about the Company’s Outstanding Warrants [Line Items]
Exercise Price (in Dollars per share)		$ 5.5
Warrants outstanding	1,640,455
Expiration date		Jul. 15, 2026
Aggregate Intrinsic value		$ 2,214,614
5.5 [Member]
Schedule of Information about the Company’s Outstanding Warrants [Line Items]
Exercise Price (in Dollars per share)		$ 5.5
Warrants outstanding	1,057,350
Expiration date		Jul. 15, 2024
Aggregate Intrinsic value		$ 1,691,760
5.5 [Member]
Schedule of Information about the Company’s Outstanding Warrants [Line Items]
Exercise Price (in Dollars per share)		$ 5.5
Warrants outstanding	277,835
Expiration date		Jul. 15, 2025
Aggregate Intrinsic value		$ 497,533
6.875 [Member]
Schedule of Information about the Company’s Outstanding Warrants [Line Items]
Exercise Price (in Dollars per share)		$ 6.875
Warrants outstanding	145,455
Expiration date		Jan. 15, 2027
Aggregate Intrinsic value		$ 264,008
1.6 [Member]
Schedule of Information about the Company’s Outstanding Warrants [Line Items]
Exercise Price (in Dollars per share)		$ 1.6
Warrants outstanding	212,188
Expiration date		Dec. 28, 2028
Aggregate Intrinsic value		$ 131,555
2.25 [Member]
Schedule of Information about the Company’s Outstanding Warrants [Line Items]
Exercise Price (in Dollars per share)		$ 2.25
Warrants outstanding	220,000
Expiration date		Nov. 20, 2024
Aggregate Intrinsic value		$ 56,209
1.56 [Member]
Schedule of Information about the Company’s Outstanding Warrants [Line Items]
Exercise Price (in Dollars per share)		$ 1.56
Warrants outstanding	185,591
Expiration date		Jun. 14, 2027
Aggregate Intrinsic value		$ 202,127
0.001 [Member]
Schedule of Information about the Company’s Outstanding Warrants [Line Items]
Exercise Price (in Dollars per share)		$ 0.001
Warrants outstanding	$ 1,709,760
Expiration date
Aggregate Intrinsic value		$ 2,220,978

Shareholders' Equity (Details) - Schedule of Loss Per Share the Weighted Average Number - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule of Loss Per Share the Weighted Average Number [Abstract]
Loss for the period (in Dollars)	$ 6,240	$ 6,184
Total number of Ordinary Shares	18,438,917	11,993,299
Weighted average number of Ordinary Shares	16,628,582	11,692,017
Basic and loss per share (in Dollars per share)	$ (0.38)	$ (0.53)

Shareholders' Equity (Details) - Schedule of Loss Per Share the Weighted Average Number (Parentheticals) - $ / shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule of Loss Per Share the Weighted Average Number [Abstract]
Diluted loss per share	$ (0.38)	$ (0.53)

Share Based Compensation (Details) - USD ($)				6 Months Ended
	Feb. 05, 2024	Jan. 22, 2024	Jun. 30, 2023	Jun. 30, 2024
Share-Based Payment [Line Items]
Contractual life		3 years		3 years
Capital gain tax rate				25.00%
Share-based payment expenses (in Dollars)				$ 972
RSUs [Member]
Share-Based Payment [Line Items]
RSUs been granted		320,000	3,707,542
Number of share vested			2,550,166
Not fully vested		45,000
Contractual life		3 years
Number of share vested		70,000
Granted	2,277,000
Options RSU granted	90,000
RSUs vest period	3 years
Consultants [Member]
Share-Based Payment [Line Items]
Options granted		10,000
Grant of options to purchase shares		80,000
Options [Member]
Share-Based Payment [Line Items]
Options granted	30,000
Share-Based Payment Arrangement, Option [Member]
Share-Based Payment [Line Items]
Capital gain tax rate	25.00%
Risk-free interest rate				4.11%
Expected volatility rate				63.23%
Dividend rate				0.00%
Expected term				0 years
Employee [Member]
Share-Based Payment [Line Items]
Options granted			505,473
Board of Directors [Member] | RSUs [Member]
Share-Based Payment [Line Items]
Not fully vested		250,000
Vest Over a Period of Three Years [Member] | RSUs [Member]
Share-Based Payment [Line Items]
Number of share vested		25,000

Share Based Compensation (Details) - Schedule of Options to Services Providers and Advisers Outstanding	6 Months Ended		12 Months Ended
	Jun. 30, 2024 USD ($) shares	Jun. 30, 2024 ₪ / shares shares	Jun. 30, 2024 ₪ / shares shares
Schedule of Options Outstanding [Line Items]
Number of options,Ending Balance	368,641		368,641
Weighted average Exercise price, Ending balance (in New Shekels per share) | ₪ / shares		₪ 1.56	₪ 1.56
Number of options, Share-based payment expenses (in Dollars) | $	$ 972
Services Providers and Advisers [Member]
Schedule of Options Outstanding [Line Items]
Number of options, Begnning Balance	105,111
Weighted average Exercise price, Begnning Balance (in New Shekels per share) | ₪ / shares		4.085
Number of options, Granted	80,000
Weighted average Exercise price, Granted (in New Shekels per share) | ₪ / shares		₪ 3.77
Number of options, Exercised
Number of options, Forfeited
Weighted average Exercise price, Forfeited (in New Shekels per share) | ₪ / shares
Number of options,Ending Balance	185,111		185,111
Weighted average Exercise price, Ending balance (in New Shekels per share) | ₪ / shares		₪ 4.03	₪ 4.03
Number of options, Exercisable options		113,724	113,724
Number of options, Share-based payment expenses (in Dollars) | $	$ 37,000
Employees and Directors [Member]
Schedule of Options Outstanding [Line Items]
Number of options, Begnning Balance	357,689
Weighted average Exercise price, Begnning Balance (in New Shekels per share) | ₪ / shares		₪ 0.37
Number of options, Granted	30,000
Weighted average Exercise price, Granted (in New Shekels per share) | ₪ / shares		₪ 3.64
Number of options, Exercised		19,048	19,048
Weighted average Exercise price, Exercised (in New Shekels per share) | ₪ / shares		₪ 0.37
Number of options, Exercisable options		338,641	338,641
Weighted average Exercise price, Exercisable options (in New Shekels per share) | ₪ / shares		₪ 1.38	₪ 1.38
Number of options, Share-based payment expenses (in Dollars) | $	$ 6,000

Share Based Compensation (Details) - Schedule of RSUs to Services Providers and Advisers Outstanding - Restricted Stock Units (RSUs) [Member] $ in Thousands	12 Months Ended
	Jun. 30, 2024 USD ($) shares
Services Providers and Advisers [Member]
Schedule of RSUs to Services Providers and Advisers Outstanding [Line Items]
Number of Warrants, Beginning Balance	7,433
Number of RSUs, Granted
Number of RSUs, RSU’s Vested	5,835
Number of RSUs, Ending Balance	1,598
Number of RSUs, RSU’s Vested	30,902
Number of RSUs, Share-based payment expenses (in Dollars) | $	$ 1
Employees and Directors [Member]
Schedule of RSUs to Services Providers and Advisers Outstanding [Line Items]
Number of Warrants, Beginning Balance	445,140
Number of RSUs, Granted	2,687,000
Number of RSUs, Forfeited	(6,251)
Number of RSUs, RSU’s Vested	(445,056)
Number of RSUs, Ending Balance	2,680,833
Number of RSUs, RSU’s Vested	3,542,245
Number of RSUs, Share-based payment expenses (in Dollars) | $	$ 928

Commitments and Contingencies (Details)	1 Months Ended				6 Months Ended
	Oct. 31, 2023 USD ($)	Oct. 31, 2023 ILS (₪)	Sep. 30, 2019 USD ($)	Sep. 30, 2019 ILS (₪)	Jun. 30, 2024 USD ($)	Jun. 30, 2024 ILS (₪)	Jun. 30, 2024 ILS (₪)	Jan. 01, 2024
Commitments and Contingencies [Line Items]
Aggregate budget	$ 1,062	₪ 3,850,869	$ 1,500,000	₪ 4,880,603
Percentage of approved budget					60.00%	60.00%
Aggregate amount					$ 1,333	₪ 4,623,142
Total funds received					$ 800		₪ 2,773,885
Federal reserve percentage					0.71513%	0.71513%
Interest rate								1.00%
Fixed annual interest rate								4.00%
Contingent upon future sales (in Dollars)					$ 894
Rent payment					153	₪ 500,000
Reimbursement amount					9	30,000
Management fees					$ 19	₪ 69,000
Minimum [Member]
Commitments and Contingencies [Line Items]
Percentage of approved budget					40.00%	40.00%
Royalties percentage					3.00%	3.00%
Future lease payments rate					7.98%	7.98%
Maximum [Member]
Commitments and Contingencies [Line Items]
Royalties percentage					3.50%	3.50%
Future lease payments rate					15.04%	15.04%

Commitments and Contingencies (Details) - Schedule of Operating Right-of-Use Assets and Operating Lease Liabilities - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Operating Right-of-Use Assets and Operating Lease Liabilities [Abstract]
Operating lease liabilities, current	$ 298	$ 290
Operating lease liabilities long-term	455	588
Total operating lease liabilities	$ 753	$ 878
Weighted Average of Remaining Lease Term	2 years 11 months 4 days	3 years 3 months 29 days
Weighted-average discount rate - operating leases	9.34%	9.60%

Commitments and Contingencies (Details) - Schedule of Right-of-Use Assets Over the Remaining Lease $ in Thousands	Jun. 30, 2024 USD ($)
Schedule of Operating Lease Liabilities [Abstract]
2024	$ 176
2025	302
2026	232
2027	143
Total undiscounted lease payment	853
Less: Interest	(100)	[1]
Present value of lease liabilities	$ 753
[1] Future lease payments were discounted by 7.98%-15.04% interest rate.

Subsequent Events (Details) - 1 months ended Jul. 31, 2024	USD ($)	ILS (₪)
Subsequent Event [Member]
Subsequent Events [Line Items]
Received amount	$ 149,768	₪ 539,122

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