6-K

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 October 2023

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, 2023, 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, 2023, 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 No. 333-259057), 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and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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, 2023.
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, 2023.
101	The following financial information from the Registrant’s Interim Condensed Financial Statements as of June 30, 2023, 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: October 2, 2023	By:	/s/ Dagi Ben-Noon
		Name:	Dagi Ben-Noon
		Title:	Chief Executive Officer

2

EX-99.1

Exhibit 99.1

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

INTERIM CONDENSED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

UNAUDITED

_______________________

________________

____________

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

(UNAUDITED)

TABLE OF CONTENTS

	Page
Interim condensed statements of financial position	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	6-16

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INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

UNAUDITED INTERIM CONDENSED STATEMENTS OF FINANCIAL POSITION

(U.S. dollars in thousands)

	June 30,		December 31,
	2023		2022
ASSETS
Current Assets:
Cash and cash equivalents		3,324		6,783
Deposits		5,643		7,120
Other current assets		356		591
Total current assets		9,323		14,494
Non-Current Assets:
Right of use assets, net		967		1,107
Property, plant and equipment, net		550		411
Total non-current assets		1,517		1,518
Total Assets		10,840		16,012

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 FINANCIAL POSITION

(U.S. dollars in thousands)

			June 30,			December 31,
	Note		2023			2022
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Trade accounts payable				149			150
Other accounts payable		3		1,372			1,217
Lease liabilities				309			329
Financial liabilities at fair market value		4		438			368
Total current liabilities				2,268			2,064
Non-Current Liabilities:
Lease liabilities				588			728
Loan from the Israeli Innovation Authority				432			398
Total non- current liabilities				1,020			1,126
Shareholders’ Equity:
Share capital and additional paid-in capital		2		54,831			53,814
Foreign exchange reserve				(2,360	)		(1,928	)
Accumulated deficit				(44,919	)		(39,064	)
Total equity				7,552			12,822
Total Liabilities and Shareholders’ Equity				10,840			16,012

		September 27, 2023
Yafit Tehila Chief Financial Officer	Dagi Ben-Noon Chief Executive Officer	Date of approval of financial statements

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,
	2023			2022
Research and development expenses		3,830			4,294
Sales and marketing expenses		401			777
General and administrative expenses		2,104			2,936
Operating loss		6,335			8,007
Finance income		(652	)		(4,558	)
Finance expense		172			24
Loss before tax		5,855			3,473
Taxes on income		-			-
Total net loss		5,855			3,473
Other comprehensive loss, net of tax:
Items that will not be reclassified to profit or loss:
Exchange losses arising on translation to presentation currency		(432	)		(2,235	)
Total comprehensive loss		6,287			5,708
Weighted average number of ordinary shares		11,546,570			10,475,392
Basic and diluted loss per share		(0.54	)		(0.54	)

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, 2023:

	Ordinary Share Capital
	Number of shares		Share Capital and Additional Paid in Capital		Adjustments arising from translating financial operation			Accumulated deficit			Total
Balance at January 1, 2023:		11,338,940		53,814		(1,928	)		(39,064	)		12,822
Changes during the period:
Net loss		-				-			(5,855	)		(5,855	)
Other comprehensive loss		-				(432	)		-			(432	)
Total comprehensive loss		-				(432	)		(5,855	)		(6,287	)
RSUs vesting		654,359		-		-			-			-
Share-based compensation		-		1,017		-			-			1,017
Balance at June 30, 2023		11,993,299		54,831		(2,360	)		(44,919	)		7,552

For the six months ended June 30, 2022:

	Ordinary Share Capital
	Number of shares		Share Capital and Additional Paid in Capital		Adjustments arising from translating financial operation			Accumulated deficit			Total
Balance at January 1, 2022:		10,091,706		48,935		210			(28,791	)		20,354
Changes during the period:
Net loss		-		-		-			(3,473	)		(3,473	)
Other comprehensive loss		-		-		(2,235	)		-			(2,235	)
Total comprehensive loss		-		-		(2,235	)		(3,473	)		(5,708	)
Share based compensation to exercise		2,721		-		-			-			-
RSUs vesting		749,242		-		-			-			-
Share base compensation		-		3,107		-			-			3,107
Balance at June 30, 2022		10,843,669		52,042		(2,025	)		(32,264	)		17,753

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, 2023			Six months ended June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		(5,855	)		(3,473	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		193			98
Increase (decrease) in other current assets		219			400
Increase (decrease) in trade accounts payable		6			(35	)
Increase (decrease) in other accounts payable		221			503
Share based compensation		1,017			3,107
Change in fair market value of financial liabilities at fair market value		90			(2,586	)
Financial income		(620	)		(27	)
Financial expenses		78			51
Net cash used in operating activities		(4,651	)		(1,962	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(206	)		(55	)
Change in deposits, net		1,934			(4,994	)
Change in restricted deposits		(7	)		42
Net cash provided investing activities		1,721			(5,007	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal paid on lease liabilities		(196	)		(155	)
Net cash provided financing activities		(196	)		(155	)
Net increase in cash and cash equivalents		(3,126	)		(7,124	)
Cash and cash equivalents at the beginning of the period		6,783			23,749
Effects of exchange rate changes on cash and cash equivalents		(333	)		(2,471	)
Cash and cash equivalents at the end of the period		3,324			14,154

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’s functional currency is the New Israeli Shekel (“NIS”).

The Company operates in the medical technology industry in the field of respiratory support technology. It is engaged in the research, development, manufacturing-related activities, and go-to-market activities of proprietary products and technologies. The Company is developing the following products:

(*) The INSPIRA ART500 (Augmented Respiratory Technology), a respiratory support technology geared towards 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, 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, 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.

The Company’s products are in the development stage. The INSPIRA ART100 device and the INSPIRA ART500 have not yet been tested or used in humans and the Company’s products have not been approved by the U.S. Food and Drug Administration.

On July 16, 2021, the Company completed its initial public offering (the “IPO”) on the Nasdaq Capital Market, whereby the Company sold 2,909,091 ordinary shares, no par value (the “Ordinary Shares”) and 3,345,455 tradable warrants (inclusive of 436,364 tradable warrants pursuant to the exercise of an overallotment option granted to the underwriters). The aggregate proceeds received by the Company from the IPO were approximately $14,490, after deducting underwriting discounts and commissions and additional offering costs totaling approximately $1,543. On July 16, 2021, following the closing of the IPO, the Company issued 2,113,905 Ordinary Shares and 1,149,582 non-tradable warrants to investors and 16,587 non-tradeable warrants to brokers in connection with the conversion of Company’s previously issued financial liabilities at fair market value.

In October 2021, investors exercised tradable warrants to purchase 1,705,000 Ordinary Shares of the Company. The total proceeds received by the Company from this exercise were $9,377. The Company paid fees of 7%, amounting to $656, according to the terms of a contract with a promoter in connection with the IPO for which the Company recorded a financial liability.

2. The Company has not generated any revenue since its inception and the Company is still in its development stage. The Company’s operating losses for the six-months ended June 30, 2023 and 2022 were $6,335 and $8,007, respectively, and the Company’s net losses for the same period were $5,855 and $3,473, respectively. As of June 30, 2023, the Company had an accumulated deficit of 44,919. The Company has funded its operations through the proceeds raised through the IPO.

3. The Company’s management intends to raise additional funds through offerings of its securities, that will be utilized to fund product development and continue operations.

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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.):

On April 4, 2023, the Company, entered into a sales agreement with Roth Capital Partners, LLC, as sales agent (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, the Company’s Ordinary Shares, no par value per share (the “ATM”). The Ordinary Shares shall be offered and sold pursuant to the Company’s Registration Statement on Form F-3 (the “Registration Statement”) filed on August 10, 2022 and the prospectus supplement to the Registration Statement. The Company will pay the Sales Agent a commission amounting to 3.0% of the aggregate gross proceeds from the sale of Ordinary Shares. To date, 17,566 Ordinary Shares have been sold, resulting in aggregate gross proceeds to the Company of $26.

4. Management believes that the proceeds of its funding agreements, combined with its cash on hand and the Company’s plans to raise additional funds through the ATM facility or through other means, are sufficient to operate in the foreseeable future.

5. These interim condensed financial statements were authorized by the Company’s board of directors on September 27 2023.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES:

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

These interim condensed financial statements have been prepared in accordance with the International Accounting Standards (the “IAS”) 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB). They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2022 annual financial statements filed with the Company’s annual report on Form 20-F filed with the U.S. Securities and Exchange Commission on March 31, 2023. The Company has applied the same accounting policies and methods of computation in its interim financial statements as in its 2022 annual financial statements.

Impact of accounting standards to be applied in future periods

There are a number of standards and interpretations which have been issued by the IAS board that are effective for periods beginning subsequent to December 31, 2023 (the date through which the Company’s next annual financial statements will be prepared up to) that the Company decided not to adopt early. The Company does not believe these standards and interpretations will have a material impact on the financial statements once adopted.

A number of amended standards became applicable for the current reporting period. The Company did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards:

1. Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2

2. Definition of Accounting Estimates – Amendments to IAS 8

3. Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction – Amendments to IAS 12

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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 (Cont.):

Amendments to IAS 1, Presentation of Financial Statements and IFRS Practice Statement 2, Making Materiality Judgement

On February 11, 2021, the IASB issued amendments to IAS 1, “Presentation of Financial Statements and IFRS Practice Statement 2, Making Materiality Judgement,” to provide guidance in determining which accounting policy to disclose. The amendments require entities to disclose material accounting policies rather than significant policies. The amendments clarify that accounting policy information is material if users of an entity’s financial statements would need it to understand other material information in the financial statements. In assessing the materiality of accounting policy information, entities need to consider both size of the transaction, other events or conditions and the nature of them, even if the related amounts are immaterial. The adoption of the amendments as of January 1, 2023, did not have an impact on the Company’s financial statements.

Amendments to IAS 8, Accounting Policies, Change in Accounting Estimates and Errors

On February 11, 2021, the IASB issued amendments to IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors,” to clarify how to distinguish changes in accounting policies, which must be applied retrospectively, from changes in accounting estimate, which are accounted for prospectively. The amendments clarify the definition of accounting estimates as “monetary amounts in the financial statements that are subject to measurement uncertainty.” The amendments clarify that a change in accounting estimate is a change in input or a change in a measurement technique used to develop an accounting estimate, if they do not result in the correction of a prior period error. The adoption of the amendments as of January 1, 2023, did not have an impact on the Company’s financial statements.

Amendments to IAS 12, Income Taxes

On May 6, 2021, the IASB released “Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction (Amendments to IAS 12).” The amendment relates to the recognition of deferred tax when an entity accounts for transactions, such as leases or decommissioning obligations, by recognizing both an asset and a liability. The objective of this amendment is to narrow the initial recognition exemption in paragraphs 15 and 24 of IAS 12, so that it would not apply to transactions that give rise to both taxable and deductible temporary differences, to the extent the amounts recognized for the temporary differences are the same. The adoption of the amendments as of January 1, 2023, did not have an impact on the Company’s 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 3 – OTHER ACCOUNTS PAYABLE:

	June 30, 2023		December 31, 2022
Employees’ salaries and related liabilities		454		396
Related parties		365		332
Accrued expenses		533		470
Other		20		19
Total		1,372		1,217

NOTE 4 – FINACIAL LIABILITIES AT FAIR VALUE:

	June 30, 2023		December 31, 2022
Non-tradable warrants (1)		4		3
Non-tradable warrants of SAFE and Convertible Loan investors (2)		44		35
Tradable warrants (3)		361		304
Financial liability (4)		29		26
Total		438		368

1. Non-Tradable Warrants

As part of an agreement signed in 2019, the Company’s then convertible loan investors received, upon conversion in 2020, 756,333 Ordinary Shares and non-tradable warrants to purchase an additional 169,019 Ordinary Shares upon the consummation of an IPO on the Nasdaq.

The warrants shall be converted into Ordinary Shares at an exercise price equal to the IPO price which was $5.50 and are exercisable for three years after the IPO. The warrants were designated to be measured at fair market value through profit or loss.

On July 2021, as part of the IPO, the investors received the specified warrants.

As of June 30, 2023, the fair market value of the warrants was $4.

2. Non-tradable warrants, SAFE and Convertible Loan investors

On July 16, 2021, following the IPO, the Company issued 2,113,905 Ordinary Shares, 1,149,582 non-tradable warrants to investors and 16,587 non-tradeable warrants to brokers in connection with the conversion of Company’s convertible loan and SAFE according to its terms. The fair market value of the shares was classified as equity with a total value of 10,041 at the conversion date.

The non-tradable warrants were designated to be measured at fair market value through profit or loss.

The non-tradable warrants fair market value as of June 30, 2023, was $44.

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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 – FINACIAL LIABILITIES AT FAIR VALUE (Cont.):

3. Tradable warrants

The Company sold 3,345,455 tradable warrants in the IPO. As of June 30, 2022, 1,705,000 tradable warrants were exercised. In October 2021, investors exercised 1,705,000 tradable warrants whereby the Company issued 1,705,000 Ordinary Shares to such investors. The total proceeds received by the Company from this exercise was approximately $9,377. The net proceeds after fees deducting were approximately $8,721. As of June 30, 2023, the Company has 1,640,455 tradable warrants. The tradable warrants were designated to be measured at fair market value through profit or loss.

The tradable warrants fair market value as of June 30, 2023, was $361.

4. 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 fair market value as of June 30, 2023, was $29.

NOTE 5 – 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 restricted stock units (“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 March 24, 2022, the Company’s board of directors approved a grant of 536,141 RSUs to employees and a grant of 22,500 RSUs to the Company’s advisory board members and an additional consultant. The RSUs represent the right to receive Ordinary Shares at a given time in the future. 555,500 RSUs vest over a period of three years, with a one-year cliff and 3,141 RSUs vested immediately on the grant date. 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 March 24, 2022, the Company’s board of directors granted options to purchase 29,400 Ordinary Shares to advisory board members. The vesting period is three years commencing on the grant date, with a one-year cliff. The exercise price per share was NIS 0.37($0.12). The contractual life of the options under the Plan is ten years.

On April 6, 2022, the Company’s board of directors approved a grant of fully vested 285,713 RSUs to an officer. The RSUs represent the right to receive Ordinary Shares. The RSUs were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise.

On May 19, 2022, the Company’s board of directors approved a grant of 30,000 RSUs to an employee. The RSUs represents the right to receive Ordinary Shares at a future time and vest over a period of three years, with one-year cliff period, commencing on the grant date. The RSUs were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise.

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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 – SHARE BASED COMPENSATION (Cont.):

On November 22, 2022, the Company’s board of directors approved a grant of 165,000 RSUs to employees. The RSUs represents the right to receive Ordinary Shares at a future time and vest over a period of three years, with 1 year cliff. The RSUs 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:

(i) The expected volatility is 50%;

(ii) The dividend rate 0%; and

(iii) Expected term – three years.

The valuation was completed with the assistance of an external valuator based on the management’s assumptions.

During the six months ended June 30, 2023, the Company recorded share-based payment expenses in the amount of $1,017.

The options to services providers and advisers outstanding as of June 30, 2023, as follows:

	Six months ended June 30, 2023
	Number of options		Weighted average Exercise price NIS
Outstanding at beginning of year		114,512		0.71
Granted		-
Exercised		-
Forfeited		-
Outstanding as of June 30, 2023		114,512		0.71
Exercisable options		97,507

During the six-months ended June 30, 2023, the Company recorded share-based payment expenses of option to services providers and advisers in the amount of $14.

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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 – SHARE BASED COMPENSATION (Cont.):

The RSUs to services providers and advisers outstanding as of June 30, 2023, as follows:

	Number of RSUs
Outstanding at beginning of year		18,266
Granted		-
Vested		5,417
Outstanding as of June 30, 2023		12,849
Vested as of June 30, 2023		19,651

During the six months ended June 30, 2023, the Company recorded share-based payment expenses of RSUs to services providers and advisers in the amount of $6.

The options to employees and directors outstanding as of June 30, 2023, as follows:

	Six months ended June 30, 2023
	Number of options		Weighted average Exercise price NIS
Outstanding at beginning of year		386,260		0.37
Forfeited		-		-
Outstanding as of June 30, 2023		386,260		0.37
Exercisable options as of June 30, 2023		361,784		0.37

During the six-months ended June 30, 2023, the Company recorded share-based payment expenses of options to employees and directors in the amount of $33.

The RSUs to employees and directors outstanding as of June 30, 2023, as follows:

	Number of RSUs
Outstanding at beginning of year		1,727,842
Granted		-
Forfeited		(23,889	)
Vested		(649,498	)
Outstanding as of June 30, 2023		1,054,455
Vested as of June 30, 2023		2,531,072

During the six months ended June 30, 2023, the Company recorded share-based payment expenses of RSUs to employees and directors in the amount of $964.

During the six months ended June 30, 2022, the Company recorded share-based payment expenses in the amount of $3,107.

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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 - SHARE BASED COMPENSATION (Cont.):

The options to services providers and advisers outstanding as of June 30, 2022, as follows:

	Six months ended June 30, 2022
	Number of options			Weighted average exercise price in NIS
Outstanding at beginning of year		87,833			0.37
Granted		29,400			10.78
Exercised		(2,721	)		0.37
Forfeited		-			-
Outstanding as of June 30, 2022		114,512
Exercisable options

During the six-months period ended June 30, 2022, the Company recorded share-based payment expenses of option to services providers and advisers in the amount of $22.

The RSUs to services providers and advisers outstanding as of June 30, 2022, as follows:

	Number of RSUs
Outstanding at beginning of year		10,000
Granted		22,500
Vested		1,666
Outstanding as of June 30, 2022		30,834
Vested as of June 30, 2022		1,666

During the six-months period ended June 30, 2022, the Company recorded share-based payment expenses of RSUs to services providers and advisers in the amount of $22.

- 13 -

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

NOTE 5 - SHARE BASED COMPENSATION (Cont.):

The options to employees and directors outstanding as of June 30, 2022, as follows:

	Six months ended June 30, 2022
	Number of options			Weighted average exercise price in NIS
Outstanding at beginning of year		448,120			0.37
Forfeited		(57,159	)		0.37
Outstanding as of June 30, 2022		390,961			0.37
Exercisable options		324,727			0.37

During the six-months period ended June 30, 2022, the Company recorded share-based payment expenses of options to employees and directors in the amount of $110.

The RSUs to employees and directors outstanding as of June 30, 2022, as follows:

	Number of RSUs
Outstanding at beginning of year		2,002,587
Granted		826,854
Vested		747,579
Outstanding as of June 30, 2022		2,081,862
Vested as of June 30, 2022		1,403,180

During the six-months ended June 30, 2022, the Company recorded share-based payment expenses of RSUs to employees and directors in the amount of $2,953.

- 14 -

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

NOTE 6 – FAIR MARKET VALUE MEASUREMENT:

Fair market value hierarchy

The following tables detail the Company’s assets and liabilities, measured or disclosed at fair market value, using a three-level hierarchy, based on the lowest level of input that is significant to the entire fair market value measurement, being:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability.

As of June 30, 2023:

	Level 1		Level 2		Level 3
Non-Tradable Warrants		-		44		-
Non-tradable warrants of SAFE and Convertible Loan investors				4
Financial liability		-		29		-
Tradable warrants		361		-		-
Total		361		77		-

As of December 31, 2022:

	Level 1		Level 2		Level 3
Non-Tradable Warrants		-		3		-
Non-tradable warrants of SAFE and Convertible Loan investors		-		35		-
Financial liability		-		26		-
Tradable warrants		304		-		-
Total		304		64		-

As of June 30, 2023, the fair market value measurement of the warrant’s securities in the table above was estimated using the Black-Scholes model, based on assumptions for the variable that are required as of the warrants’ valuation date.

The key inputs that were used in the both items of non-tradable warrants valuation were: a risk-free interest rate spread between 5.29% and 5.81%; expected volatility between 60.4%-66.1% an expected dividend yield of 0%; and an expected term of warrants of – 1.04-2.04 years.

As of December 31, 2022, the fair market value measurement of the SAFE and the warrant’s securities in the table above was estimated using the Black Scholes model, based on a variety of significant unobservable inputs- thus representing a level 2 measurement within the fair market value hierarchy.

The key inputs that were used in the both items of non-tradable warrants valuation were: a risk-free interest rate spread between 5.04% and 5.26%; expected volatility between 56.5%-57.8%; an expected dividend yield of 0%; and an expected term of warrants of 1.54-2.54 years.

- 15 -

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

NOTE 6 – FAIR MARKET VALUE MEASUREMENT (Cont.):

The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair market values due to their short-term nature.

NOTE 7 – COMMITMENTS AND CONTINGENCIES:

Commitments

1. The Company has a bank guarantee in the amount of $63 for the offices it rents. In accordance with the guarantee, the Company has a pledged deposit in the same amount as of December 31, 2022.

2. In July 2022, the Company entered into an agreement with a contractor for the development of the HYLA™ blood sensor. The total payment agreed, per the contract, is $710. According to the agreement with the developer, the development cost will be paid in a few tranches considering the development lifecycle, which was defined as five phases for each of the blood parameters to be measured by the sensor. The Company is entitled to terminate the contract upon reaching the third phase. As of June 30, 2023, some of the development outputs reached the second phase and some are on the third phase. Approximately half of the contract total amount constituted development expenses as of June 30, 2023 and an amount of $75 was paid as prepayment.

Contingencies

1. On March 4, 2022, Exchange Listing, LLC, or Exchange, filed a complaint in the federal United States District Court for the Southern District of New York against the Company and the Company’s Chief Financial Officer, Joe Hayon, in connection with a contract between the parties pursuant to which Exchange provided certain consultancy services to us in preparation for our IPO. The precise damages sought are not yet established. However, Exchange seeks approximately $250,000, plus 75,000 Ordinary Shares or the cash equivalent. On July 1, 2022, the Company filed a motion to dismiss for failure to state a claim upon which relief can be granted, or 12(b)(6) motion, based on the language of the contract between the parties.

On March 8, 2023, the court issued an order granting our 12(b)(6) motion in part and denying it in part. Specifically, the court dismissed all claims against Joe Hayon, and he is no longer a party in the action. The court also dismissed the breach of contract action (Count I) to the extent it was based on improper termination or frustration. The Court also dismissed Count IV (Quantum Merit on the written agreement), Count VI (Breach of Implied Covenant of Good Faith) and Count VII (Fraud in the Inducement). The court has not dismissed Count 1 (breach of written agreement based on alleged anticipatory repudiation), Count II (breach of alleged oral agreement), Count III (promissory estoppel to the extent based on alleged oral agreement) or Count V (quantum meruit based on alleged oral agreement).

On June 29, 2023, the Company and Exchange signed a settlement agreement. The Company agreed to pay Exchange $30,000 in return for amicably resolving all matters in controversy, disputes, causes of action, claims, counterclaims, contentions and differences which have been or could have been litigated by the parties, without incurring further costs.

2. 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 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 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. The Company strongly disagrees with the claims, believes it has meritorious defenses and will vigorously defend itself against the claims.

- 16 -

EX-99.2

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;

● our ability to advance the development of our products and future potential product candidates;

● our ability to commercialize our products and future potential product candidates and future sales of our product or any other 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 capital expenditures and liquidity;

● our plans to continue to invest in research and development to develop technology 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 internally develop new inventions and intellectual property;

● 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;

● the impact of competition and new technologies;

● our ability to internally develop new inventions and intellectual property;

● our expectations regarding the use of proceeds from this offering

● 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 our company, reference is made to our annual report on Form 20-F for the fiscal year ended December 31, 2022, which we filed with the Securities and Exchange Commission, or the SEC, on March 31, 2023, or the Annual Report, and the other risk factors discussed from time to time by our company 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 report under International Financial Reporting Standards as issued by the International Accounting Standards Board. None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States. 

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, 2023, included elsewhere in this Report 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, 2023 and 2022 were $6.3 million and $8.0 million, respectively, and our net losses for the same period were $5.8 million and $3.4 million, respectively. As of June 30, 2023, we had an accumulated deficit of $44.9 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;

2

● file applications seeking regulatory approval for our products pursuant to different regulatory pathways in the United States;

● continue to invest in the preclinical research and development of any future product candidates;

● establish a 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 do not have any products approved for sale and have not 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 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 tradable warrants of the Company. The total proceeds received by the Company from this exercise were approximately $9.4 million before further expenses.

On April 4, 2023, the Company, entered into a sales agreement with Roth Capital Partners, LLC, as sales agent (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, the Company’s Ordinary Shares, no par value per share. The Ordinary Shares shall be offered and sold pursuant to the Company’s Registration Statement on Form F-3 (the “Registration Statement”) filed on August 10, 2022 and the prospectus supplement to the Registration Statement. The Company will pay the Sales Agent a commission equal to 3.0% of the aggregate gross proceeds from the sale of Ordinary Shares. To date, 17,566 Ordinary Shares have been sold for aggregate gross proceeds of $26,000.

We have incurred losses and generated negative cash flows from operations since inception in 2018. Since inception, we have not generated any revenue and we do not expect to generate significant revenues in the near future.

As of June 30, 2023, our cash and cash equivalents and deposits were $8.9 million.

We expect that our existing cash and cash equivalents, deposits and restricted cash as of the June 30, 2023, in addition to the registration statement capacity will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 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 our products;

● the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;

3

● 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.

Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Exchange Risk

We operate primarily in Israel and approximately 80% 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.

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, 2023. 

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. Through June 30, 2023, we received a total of $800,000 from the IIA and no additional grants are expected to be received.

4

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

Unaudited	Six Months Ended June 30,
U.S. dollars in thousands	2023		2022
Salary and related expenses		2,148		1,441
Materials and related expenses		742		392
Subcontractors		269		682
IIA participation		-		-
Share-based compensation		470		1,594
Depreciation		139		100
Office maintenance		52		33
Other		10		52
Total		3,830		4,294

We expect that our research and development expenses will increase as we continue to develop our products and will start regulations filings and clinical processes.

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	2023		2022
Professional fees		716		754
Share-based compensation		258		657
Director’s fees and share-based compensation		328		644
Salary and related expenses		421		375
Insurance expenses		194		356
Depreciation		56		66
Rent and office maintenance		64		56
Travel abroad		44		20
Others		23		8
Total		2,104		2,936

Comparison of the Six Months Ended June, 2023 and 2022

Results of Operations

	Six Months Ended June 30,
U.S. dollars in thousands	2023			2022
Research and development expenses		3,830			4,294
Sales and marketing expenses		401			777
General and administrative expenses		2,104			2,936
Operating loss		6,335			8,007
Financial income		(652	)		(4,558	)
Financial expenses		172			24
Net loss		5,855			3,473
Loss attributable to holders of Ordinary Shares		5,855			3,473

5

Research and Development Expenses

Research and development expenses for the six months ended June 30, 2023, were $3,830,000 compared to $4,294,000 for the corresponding period in 2022. The decrease resulted from lower share-based compensation expenses, which was partially reduced by an increase in salary and related expenses as a result of the Company’s recruitment of employees and expanding research and development department 

Sales and marketing expenses

Sales and marketing expenses for the six months ended June 30, 2023, were $401,000, compared to $777,000 for the corresponding period in 2022. The decrease is attributable to decreases in share-based compensation expenses and a reduction in marketing activities. The marketing department increased its efforts in the first half of 2022 with respect to brand awareness and exploring go-to-market capabilities.

General and administrative expenses

General and administrative expenses for the six months ended June 30, 2023, were $2,104,000, compared to $2,936,000 for the corresponding period in 2022. The decrease resulted primarily from a decrease in share-based compensation expenses and a lower cost of directors and officers insurance.

Operating loss

As a result of the foregoing, our operating loss for the six months ended June 30, 2023 was $6,335,000 compared to an operating loss of $8,007,000 for the six months ended June 30, 2022, a decrease of $1,672,000, or 21%.

Financial expenses

We recognized financial income for the six months ended June 30, 2023 of $652,000 compared to financial income of $4,558,000 for the six months ended June 30, 2022. The difference was primarily due to a change in the fair value of financial liabilities.

We recognized financial expenses for the six months ended June 30, 2023 of $172,000 compared to financial expenses of $24,000 for the six months ended June 30, 2022.

Total comprehensive loss

As a result of the foregoing, our total comprehensive loss for the six months ended June 30, 2023 was $6,287,000, compared to $5,708,000 for the six months ended June 30, 2022, an increase of $579,000, or 10%. The total comprehensive loss, primarily due to losses arising from foreign currency exchange translations, for the six months ended June 30, 2023 was $432,000, compared to losses in the amount of $2,235,000 for the six months ended June 30, 2022.

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, 2023, included elsewhere in this Report Form 6-K.

6

B. Liquidity and Capital Resources

Overview

Since our inception through June 30, 2023, we have funded our operations principally from the proceeds of our IPO, the sale of convertible securities, the proceeds from the exercise of warrants, from loans and from government grants.

In April 2023, we entered into a Sales Agreement, or the Sales Agreement, with Roth Capital Partners, LLC, or the Agent, pursuant to which we may offer and sell, from time to time, our ordinary shares, through the Agent in an at the market offering, or the ATM, as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, in the aggregate amount of up to $5,480,000. During the six months ended June 30, 2023, we sold 15,261 ordinary shares under the ATM for a total amount of $23,000 with issuance costs in the amount of $700. To date, we have sold 17,566 ordinary shares under the ATM for a total amount of $26,000 with issuance costs in the amount of $800.

The Company’s management intends to raise additional funds through offerings of its securities that will be utilized to fund product development and continue operations. The Company does not have any material financial obligations as of the June 30, 2023. The Company’s management believes that the proceeds from its funding agreements, combined with its cash on hand and the Company’s plans to raise additional funds through the ATM facility or through other means, are sufficient to meet the Company’s obligations for the foreseeable future. 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, 2023, we had $8,967,000 in cash, cash equivalents and cash deposits.

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

	Six Months Ended June 30,
U.S. dollars in thousands	2023			2022
Net cash used in operating activities		(4,651	)		(1,962	)
Net cash provided (used) in investing activities		1,721			(5,007	)
Net cash used by financing activities		(196	)		(155	)
Net increase in cash and cash equivalents		(3,126	)		(7,124	)

Operating Activities

Net cash used in operating activities of $4,651,000 during the six months ended June 30, 2023 and net cash used in operating activities of $1,962,000 during the six months ended June 30, 2022 were primarily used for payment of salaries and related personnel expenses, materials expenses, subcontractors, travel and office maintenance.

Share-based compensation expenses for the six months ended June 30, 2023 were $1,017,000, compared to $3,107,000 for the corresponding period in 2022. The decrease is due to an equity grant made during the first half of 2022.

Income resulted by change in fair market value of financial liabilities at fair market value for the six months ended June 30, 2023 was $90,000, compared to expense of $2,586,000 for the corresponding period in 2022. The change is a result of the inflection in the share price.

7

Investing Activities

Net cash provided by investing activities of $1,721,000 during the six months ended June 30, 2023, consisted mainly of a short time restricted deposit and the effect of the exchange rate on it in amount of $1,934,000 and $206,000 used for purchasing property and equipment. Net cash used in investing activities of $5,007,000 during the six months ended June 30, 2022, consisted mainly of short-term deposits in the amount of $4,994,000 and $55,000 used for purchasing property and equipment.

Financing Activities

Net cash used in financing activities of $196,000 during the six months ended June 30, 2023 consisted mainly of principal paid on lease liabilities.

Net cash provided by financing activities of $155,000 during the six months ended June 30, 2022 also consisted mainly of principal paid on lease liabilities.

8

XML

Document And Entity Information	6 Months Ended
	Jun. 30, 2023
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, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity File Number	001-40303

XML

Unaudited Interim Condensed Statements of Financial Position - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 3,324	$ 6,783
Deposits	5,643	7,120
Other current assets	356	591
Total current assets	9,323	14,494
Non-Current Assets:
Right of use assets, net	967	1,107
Property, plant and equipment, net	550	411
Total non-current assets	1,517	1,518
Total Assets	10,840	16,012
Current Liabilities:
Trade accounts payable	149	150
Other accounts payable	1,372	1,217
Lease liabilities	309	329
Financial liabilities at fair market value	438	368
Total current liabilities	2,268	2,064
Non-Current Liabilities:
Lease liabilities	588	728
Loan from the Israeli Innovation Authority	432	398
Total non- current liabilities	1,020	1,126
Shareholders’ Equity:
Share capital and additional paid-in capital	54,831	53,814
Foreign exchange reserve	(2,360)	(1,928)
Accumulated deficit	(44,919)	(39,064)
Total equity	7,552	12,822
Total Liabilities and Shareholders’ Equity	$ 10,840	$ 16,012

XML

Unaudited Interim Condensed Statements of Comprehensive Loss - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Profit or loss [abstract]
Research and development expenses	$ 3,830	$ 4,294
Sales and marketing expenses	401	777
General and administrative expenses	2,104	2,936
Operating loss	6,335	8,007
Finance income	(652)	(4,558)
Finance expense	172	24
Loss before tax	5,855	3,473
Taxes on income
Total net loss	5,855	3,473
Items that will not be reclassified to profit or loss:
Exchange losses arising on translation to presentation currency	(432)	(2,235)
Total comprehensive loss	$ 6,287	$ 5,708
Weighted average number of ordinary shares (in Shares)	11,546,570	10,475,392
Basic loss per share (in Dollars per share)	$ (0.54)	$ (0.54)

XML

Unaudited Interim Condensed Statements of Comprehensive Loss (Parentheticals) - $ / shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Profit or loss [abstract]
Diluted loss per share	$ (0.54)	$ (0.54)

XML

Unaudited Interim Condensed Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Ordinary Share Capital	Adjustments arising from translating financial operation	Accumulated deficit	Total
Balance at Dec. 31, 2021	$ 48,935	$ 210	$ (28,791)	$ 20,354
Balance (in Shares) at Dec. 31, 2021	10,091,706
Changes during the period:
Net loss			(3,473)	(3,473)
Other comprehensive loss		(2,235)		(2,235)
Total comprehensive loss		(2,235)	(3,473)	(5,708)
Share based compensation to exercise
Share based compensation to exercise (in Shares)	2,721
RSUs vesting
RSUs vesting (in Shares)	749,242
Share-based compensation	$ 3,107			3,107
Balance at Jun. 30, 2022	$ 52,042	(2,025)	(32,264)	17,753
Balance (in Shares) at Jun. 30, 2022	10,843,669
Balance at Dec. 31, 2022	$ 53,814	(1,928)	(39,064)	12,822
Balance (in Shares) at Dec. 31, 2022	11,338,940
Changes during the period:
Net loss			(5,855)	(5,855)
Other comprehensive loss		(432)		(432)
Total comprehensive loss		(432)	(5,855)	(6,287)
RSUs vesting
RSUs vesting (in Shares)	654,359
Share-based compensation	$ 1,017			1,017
Balance at Jun. 30, 2023	$ 54,831	$ (2,360)	$ (44,919)	$ 7,552
Balance (in Shares) at Jun. 30, 2023	11,993,299

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Unaudited Interim Condensed Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (5,855)	$ (3,473)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	193	98
Increase (decrease) in other current assets	219	400
Increase (decrease) in trade accounts payable	6	(35)
Increase (decrease) in other accounts payable	221	503
Share based compensation	1,017	3,107
Change in fair market value of financial liabilities at fair market value	90	(2,586)
Financial income	(620)	(27)
Financial expenses	78	51
Net cash used in operating activities	(4,651)	(1,962)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment	(206)	(55)
Change in deposits, net	1,934	(4,994)
Change in restricted deposits	(7)	42
Net cash provided investing activities	1,721	(5,007)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal paid on lease liabilities	(196)	(155)
Net cash provided financing activities	(196)	(155)
Net increase in cash and cash equivalents	(3,126)	(7,124)
Cash and cash equivalents at the beginning of the period	6,783	23,749
Effects of exchange rate changes on cash and cash equivalents	(333)	(2,471)
Cash and cash equivalents at the end of the period	$ 3,324	$ 14,154

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General

6 Months Ended

Jun. 30, 2023

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’s functional currency is the New Israeli Shekel (“NIS”).

The Company operates in the medical technology industry in the field of respiratory support technology. It is engaged in the research, development, manufacturing-related activities, and go-to-market activities of proprietary products and technologies. The Company is developing the following products:

(*) The INSPIRA ART500 (Augmented Respiratory Technology), a respiratory support technology geared towards 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, 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, 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.

The Company’s products are in the development stage. The INSPIRA ART100 device and the INSPIRA ART500 have not yet been tested or used in humans and the Company’s products have not been approved by the U.S. Food and Drug Administration.

On July 16, 2021, the Company completed its initial public offering (the “IPO”) on the Nasdaq Capital Market, whereby the Company sold 2,909,091 ordinary shares, no par value (the “Ordinary Shares”) and 3,345,455 tradable warrants (inclusive of 436,364 tradable warrants pursuant to the exercise of an overallotment option granted to the underwriters). The aggregate proceeds received by the Company from the IPO were approximately $14,490, after deducting underwriting discounts and commissions and additional offering costs totaling approximately $1,543. On July 16, 2021, following the closing of the IPO, the Company issued 2,113,905 Ordinary Shares and 1,149,582 non-tradable warrants to investors and 16,587 non-tradeable warrants to brokers in connection with the conversion of Company’s previously issued financial liabilities at fair market value.

In October 2021, investors exercised tradable warrants to purchase 1,705,000 Ordinary Shares of the Company. The total proceeds received by the Company from this exercise were $9,377. The Company paid fees of 7%, amounting to $656, according to the terms of a contract with a promoter in connection with the IPO for which the Company recorded a financial liability.

2. The Company has not generated any revenue since its inception and the Company is still in its development stage. The Company’s operating losses for the six-months ended June 30, 2023 and 2022 were $6,335 and $8,007, respectively, and the Company’s net losses for the same period were $5,855 and $3,473, respectively. As of June 30, 2023, the Company had an accumulated deficit of 44,919. The Company has funded its operations through the proceeds raised through the IPO.

3. The Company’s management intends to raise additional funds through offerings of its securities, that will be utilized to fund product development and continue operations.

On April 4, 2023, the Company, entered into a sales agreement with Roth Capital Partners, LLC, as sales agent (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, the Company’s Ordinary Shares, no par value per share (the “ATM”). The Ordinary Shares shall be offered and sold pursuant to the Company’s Registration Statement on Form F-3 (the “Registration Statement”) filed on August 10, 2022 and the prospectus supplement to the Registration Statement. The Company will pay the Sales Agent a commission amounting to 3.0% of the aggregate gross proceeds from the sale of Ordinary Shares. To date, 17,566 Ordinary Shares have been sold, resulting in aggregate gross proceeds to the Company of $26.

4. Management believes that the proceeds of its funding agreements, combined with its cash on hand and the Company’s plans to raise additional funds through the ATM facility or through other means, are sufficient to operate in the foreseeable future.

5. These interim condensed financial statements were authorized by the Company’s board of directors on September 27 2023.

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Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Significant Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES:

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

These interim condensed financial statements have been prepared in accordance with the International Accounting Standards (the “IAS”) 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB). They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2022 annual financial statements filed with the Company’s annual report on Form 20-F filed with the U.S. Securities and Exchange Commission on March 31, 2023. The Company has applied the same accounting policies and methods of computation in its interim financial statements as in its 2022 annual financial statements.

Impact of accounting standards to be applied in future periods

There are a number of standards and interpretations which have been issued by the IAS board that are effective for periods beginning subsequent to December 31, 2023 (the date through which the Company’s next annual financial statements will be prepared up to) that the Company decided not to adopt early. The Company does not believe these standards and interpretations will have a material impact on the financial statements once adopted.

A number of amended standards became applicable for the current reporting period. The Company did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards:

1. Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2

2. Definition of Accounting Estimates – Amendments to IAS 8

3. Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction – Amendments to IAS 12

Amendments to IAS 1, Presentation of Financial Statements and IFRS Practice Statement 2, Making Materiality Judgement

On February 11, 2021, the IASB issued amendments to IAS 1, “Presentation of Financial Statements and IFRS Practice Statement 2, Making Materiality Judgement,” to provide guidance in determining which accounting policy to disclose. The amendments require entities to disclose material accounting policies rather than significant policies. The amendments clarify that accounting policy information is material if users of an entity’s financial statements would need it to understand other material information in the financial statements. In assessing the materiality of accounting policy information, entities need to consider both size of the transaction, other events or conditions and the nature of them, even if the related amounts are immaterial. The adoption of the amendments as of January 1, 2023, did not have an impact on the Company’s financial statements.

Amendments to IAS 8, Accounting Policies, Change in Accounting Estimates and Errors

On February 11, 2021, the IASB issued amendments to IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors,” to clarify how to distinguish changes in accounting policies, which must be applied retrospectively, from changes in accounting estimate, which are accounted for prospectively. The amendments clarify the definition of accounting estimates as “monetary amounts in the financial statements that are subject to measurement uncertainty.” The amendments clarify that a change in accounting estimate is a change in input or a change in a measurement technique used to develop an accounting estimate, if they do not result in the correction of a prior period error. The adoption of the amendments as of January 1, 2023, did not have an impact on the Company’s financial statements.

Amendments to IAS 12, Income Taxes

On May 6, 2021, the IASB released “Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction (Amendments to IAS 12).” The amendment relates to the recognition of deferred tax when an entity accounts for transactions, such as leases or decommissioning obligations, by recognizing both an asset and a liability. The objective of this amendment is to narrow the initial recognition exemption in paragraphs 15 and 24 of IAS 12, so that it would not apply to transactions that give rise to both taxable and deductible temporary differences, to the extent the amounts recognized for the temporary differences are the same. The adoption of the amendments as of January 1, 2023, did not have an impact on the Company’s financial statements.

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Other Accounts Payable

6 Months Ended

Jun. 30, 2023

Other Accounts Payable [Abstract]

OTHER ACCOUNTS PAYABLE

NOTE 3 – OTHER ACCOUNTS PAYABLE:

	June 30, 2023		December 31, 2022
Employees’ salaries and related liabilities		454		396
Related parties		365		332
Accrued expenses		533		470
Other		20		19
Total		1,372		1,217

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Finacial Liabilities at Fair Value

6 Months Ended

Jun. 30, 2023

Finacial Liabilities at Fair Value [Abstract]

FINACIAL LIABILITIES AT FAIR VALUE

NOTE 4 – FINACIAL LIABILITIES AT FAIR VALUE:

	June 30, 2023		December 31, 2022
Non-tradable warrants (1)		4		3
Non-tradable warrants of SAFE and Convertible Loan investors (2)		44		35
Tradable warrants (3)		361		304
Financial liability (4)		29		26
Total		438		368

1. Non-Tradable Warrants

As part of an agreement signed in 2019, the Company’s then convertible loan investors received, upon conversion in 2020, 756,333 Ordinary Shares and non-tradable warrants to purchase an additional 169,019 Ordinary Shares upon the consummation of an IPO on the Nasdaq.

The warrants shall be converted into Ordinary Shares at an exercise price equal to the IPO price which was $5.50 and are exercisable for three years after the IPO. The warrants were designated to be measured at fair market value through profit or loss.

On July 2021, as part of the IPO, the investors received the specified warrants.

As of June 30, 2023, the fair market value of the warrants was $4.

2. Non-tradable warrants, SAFE and Convertible Loan investors

On July 16, 2021, following the IPO, the Company issued 2,113,905 Ordinary Shares, 1,149,582 non-tradable warrants to investors and 16,587 non-tradeable warrants to brokers in connection with the conversion of Company’s convertible loan and SAFE according to its terms. The fair market value of the shares was classified as equity with a total value of 10,041 at the conversion date.

The non-tradable warrants were designated to be measured at fair market value through profit or loss.

The non-tradable warrants fair market value as of June 30, 2023, was $44.

3. Tradable warrants

The Company sold 3,345,455 tradable warrants in the IPO. As of June 30, 2022, 1,705,000 tradable warrants were exercised. In October 2021, investors exercised 1,705,000 tradable warrants whereby the Company issued 1,705,000 Ordinary Shares to such investors. The total proceeds received by the Company from this exercise was approximately $9,377. The net proceeds after fees deducting were approximately $8,721. As of June 30, 2023, the Company has 1,640,455 tradable warrants. The tradable warrants were designated to be measured at fair market value through profit or loss.

The tradable warrants fair market value as of June 30, 2023, was $361.

4. 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 fair market value as of June 30, 2023, was $29.

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Share Based Compensation

6 Months Ended

Jun. 30, 2023

Share Based Payment [Abstract]

SHARE BASED COMPENSATION

NOTE 5 – 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 restricted stock units (“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 March 24, 2022, the Company’s board of directors approved a grant of 536,141 RSUs to employees and a grant of 22,500 RSUs to the Company’s advisory board members and an additional consultant. The RSUs represent the right to receive Ordinary Shares at a given time in the future. 555,500 RSUs vest over a period of three years, with a one-year cliff and 3,141 RSUs vested immediately on the grant date. 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 March 24, 2022, the Company’s board of directors granted options to purchase 29,400 Ordinary Shares to advisory board members. The vesting period is three years commencing on the grant date, with a one-year cliff. The exercise price per share was NIS 0.37($0.12). The contractual life of the options under the Plan is ten years.

On April 6, 2022, the Company’s board of directors approved a grant of fully vested 285,713 RSUs to an officer. The RSUs represent the right to receive Ordinary Shares. The RSUs were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise.

On May 19, 2022, the Company’s board of directors approved a grant of 30,000 RSUs to an employee. The RSUs represents the right to receive Ordinary Shares at a future time and vest over a period of three years, with one-year cliff period, commencing on the grant date. The RSUs were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise.

On November 22, 2022, the Company’s board of directors approved a grant of 165,000 RSUs to employees. The RSUs represents the right to receive Ordinary Shares at a future time and vest over a period of three years, with 1 year cliff. The RSUs 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:

(i) The expected volatility is 50%;

(ii) The dividend rate 0%; and

(iii) Expected term – three years.

The valuation was completed with the assistance of an external valuator based on the management’s assumptions.

During the six months ended June 30, 2023, the Company recorded share-based payment expenses in the amount of $1,017.

The options to services providers and advisers outstanding as of June 30, 2023, as follows:

	Six months ended June 30, 2023
	Number of options		Weighted average Exercise price NIS
Outstanding at beginning of year		114,512		0.71
Granted		-
Exercised		-
Forfeited		-
Outstanding as of June 30, 2023		114,512		0.71
Exercisable options		97,507

During the six-months ended June 30, 2023, the Company recorded share-based payment expenses of option to services providers and advisers in the amount of $14.

The RSUs to services providers and advisers outstanding as of June 30, 2023, as follows:

	Number of RSUs
Outstanding at beginning of year		18,266
Granted		-
Vested		5,417
Outstanding as of June 30, 2023		12,849
Vested as of June 30, 2023		19,651

During the six months ended June 30, 2023, the Company recorded share-based payment expenses of RSUs to services providers and advisers in the amount of $6.

The options to employees and directors outstanding as of June 30, 2023, as follows:

	Six months ended June 30, 2023
	Number of options		Weighted average Exercise price NIS
Outstanding at beginning of year		386,260		0.37
Forfeited		-		-
Outstanding as of June 30, 2023		386,260		0.37
Exercisable options as of June 30, 2023		361,784		0.37

During the six-months ended June 30, 2023, the Company recorded share-based payment expenses of options to employees and directors in the amount of $33.

The RSUs to employees and directors outstanding as of June 30, 2023, as follows:

	Number of RSUs
Outstanding at beginning of year		1,727,842
Granted		-
Forfeited		(23,889	)
Vested		(649,498	)
Outstanding as of June 30, 2023		1,054,455
Vested as of June 30, 2023		2,531,072

During the six months ended June 30, 2023, the Company recorded share-based payment expenses of RSUs to employees and directors in the amount of $964.

During the six months ended June 30, 2022, the Company recorded share-based payment expenses in the amount of $3,107.

The options to services providers and advisers outstanding as of June 30, 2022, as follows:

	Six months ended June 30, 2022
	Number of options			Weighted average exercise price in NIS
Outstanding at beginning of year		87,833			0.37
Granted		29,400			10.78
Exercised		(2,721	)		0.37
Forfeited		-			-
Outstanding as of June 30, 2022		114,512
Exercisable options

During the six-months period ended June 30, 2022, the Company recorded share-based payment expenses of option to services providers and advisers in the amount of $22.

The RSUs to services providers and advisers outstanding as of June 30, 2022, as follows:

	Number of RSUs
Outstanding at beginning of year		10,000
Granted		22,500
Vested		1,666
Outstanding as of June 30, 2022		30,834
Vested as of June 30, 2022		1,666

During the six-months period ended June 30, 2022, the Company recorded share-based payment expenses of RSUs to services providers and advisers in the amount of $22.

The options to employees and directors outstanding as of June 30, 2022, as follows:

	Six months ended June 30, 2022
	Number of options			Weighted average exercise price in NIS
Outstanding at beginning of year		448,120			0.37
Forfeited		(57,159	)		0.37
Outstanding as of June 30, 2022		390,961			0.37
Exercisable options		324,727			0.37

During the six-months period ended June 30, 2022, the Company recorded share-based payment expenses of options to employees and directors in the amount of $110.

The RSUs to employees and directors outstanding as of June 30, 2022, as follows:

	Number of RSUs
Outstanding at beginning of year		2,002,587
Granted		826,854
Vested		747,579
Outstanding as of June 30, 2022		2,081,862
Vested as of June 30, 2022		1,403,180

During the six-months ended June 30, 2022, the Company recorded share-based payment expenses of RSUs to employees and directors in the amount of $2,953.

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Fair Market Value Measurement

6 Months Ended

Jun. 30, 2023

Fair Market Value Measurement [Abstract]

FAIR MARKET VALUE MEASUREMENT

NOTE 6 – FAIR MARKET VALUE MEASUREMENT:

Fair market value hierarchy

The following tables detail the Company’s assets and liabilities, measured or disclosed at fair market value, using a three-level hierarchy, based on the lowest level of input that is significant to the entire fair market value measurement, being:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability.

As of June 30, 2023:

	Level 1		Level 2		Level 3
Non-Tradable Warrants		-		44		-
Non-tradable warrants of SAFE and Convertible Loan investors				4
Financial liability		-		29		-
Tradable warrants		361		-		-
Total		361		77		-

As of December 31, 2022:

	Level 1		Level 2		Level 3
Non-Tradable Warrants		-		3		-
Non-tradable warrants of SAFE and Convertible Loan investors		-		35		-
Financial liability		-		26		-
Tradable warrants		304		-		-
Total		304		64		-

As of June 30, 2023, the fair market value measurement of the warrant’s securities in the table above was estimated using the Black-Scholes model, based on assumptions for the variable that are required as of the warrants’ valuation date.

The key inputs that were used in the both items of non-tradable warrants valuation were: a risk-free interest rate spread between 5.29% and 5.81%; expected volatility between 60.4%-66.1% an expected dividend yield of 0%; and an expected term of warrants of – 1.04-2.04 years.

As of December 31, 2022, the fair market value measurement of the SAFE and the warrant’s securities in the table above was estimated using the Black Scholes model, based on a variety of significant unobservable inputs- thus representing a level 2 measurement within the fair market value hierarchy.

The key inputs that were used in the both items of non-tradable warrants valuation were: a risk-free interest rate spread between 5.04% and 5.26%; expected volatility between 56.5%-57.8%; an expected dividend yield of 0%; and an expected term of warrants of 1.54-2.54 years.

The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair market values due to their short-term nature.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 7 – COMMITMENTS AND CONTINGENCIES:

Commitments

1. The Company has a bank guarantee in the amount of $63 for the offices it rents. In accordance with the guarantee, the Company has a pledged deposit in the same amount as of December 31, 2022.

2. In July 2022, the Company entered into an agreement with a contractor for the development of the HYLA™ blood sensor. The total payment agreed, per the contract, is $710. According to the agreement with the developer, the development cost will be paid in a few tranches considering the development lifecycle, which was defined as five phases for each of the blood parameters to be measured by the sensor. The Company is entitled to terminate the contract upon reaching the third phase. As of June 30, 2023, some of the development outputs reached the second phase and some are on the third phase. Approximately half of the contract total amount constituted development expenses as of June 30, 2023 and an amount of $75 was paid as prepayment.

Contingencies

1. On March 4, 2022, Exchange Listing, LLC, or Exchange, filed a complaint in the federal United States District Court for the Southern District of New York against the Company and the Company’s Chief Financial Officer, Joe Hayon, in connection with a contract between the parties pursuant to which Exchange provided certain consultancy services to us in preparation for our IPO. The precise damages sought are not yet established. However, Exchange seeks approximately $250,000, plus 75,000 Ordinary Shares or the cash equivalent. On July 1, 2022, the Company filed a motion to dismiss for failure to state a claim upon which relief can be granted, or 12(b)(6) motion, based on the language of the contract between the parties.

On March 8, 2023, the court issued an order granting our 12(b)(6) motion in part and denying it in part. Specifically, the court dismissed all claims against Joe Hayon, and he is no longer a party in the action. The court also dismissed the breach of contract action (Count I) to the extent it was based on improper termination or frustration. The Court also dismissed Count IV (Quantum Merit on the written agreement), Count VI (Breach of Implied Covenant of Good Faith) and Count VII (Fraud in the Inducement). The court has not dismissed Count 1 (breach of written agreement based on alleged anticipatory repudiation), Count II (breach of alleged oral agreement), Count III (promissory estoppel to the extent based on alleged oral agreement) or Count V (quantum meruit based on alleged oral agreement).

On June 29, 2023, the Company and Exchange signed a settlement agreement. The Company agreed to pay Exchange $30,000 in return for amicably resolving all matters in controversy, disputes, causes of action, claims, counterclaims, contentions and differences which have been or could have been litigated by the parties, without incurring further costs.

2. 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 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 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. The Company strongly disagrees with the claims, believes it has meritorious defenses and will vigorously defend itself against the claims.

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Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of preparation

Basis of preparation

These interim condensed financial statements have been prepared in accordance with the International Accounting Standards (the “IAS”) 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB). They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2022 annual financial statements filed with the Company’s annual report on Form 20-F filed with the U.S. Securities and Exchange Commission on March 31, 2023. The Company has applied the same accounting policies and methods of computation in its interim financial statements as in its 2022 annual financial statements.

Impact of accounting standards to be applied in future periods

Impact of accounting standards to be applied in future periods

There are a number of standards and interpretations which have been issued by the IAS board that are effective for periods beginning subsequent to December 31, 2023 (the date through which the Company’s next annual financial statements will be prepared up to) that the Company decided not to adopt early. The Company does not believe these standards and interpretations will have a material impact on the financial statements once adopted.

A number of amended standards became applicable for the current reporting period. The Company did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards:

1. Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2

2. Definition of Accounting Estimates – Amendments to IAS 8

3. Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction – Amendments to IAS 12

Amendments to IAS 1, Presentation of Financial Statements and IFRS Practice Statement 2, Making Materiality Judgement

On February 11, 2021, the IASB issued amendments to IAS 1, “Presentation of Financial Statements and IFRS Practice Statement 2, Making Materiality Judgement,” to provide guidance in determining which accounting policy to disclose. The amendments require entities to disclose material accounting policies rather than significant policies. The amendments clarify that accounting policy information is material if users of an entity’s financial statements would need it to understand other material information in the financial statements. In assessing the materiality of accounting policy information, entities need to consider both size of the transaction, other events or conditions and the nature of them, even if the related amounts are immaterial. The adoption of the amendments as of January 1, 2023, did not have an impact on the Company’s financial statements.

Amendments to IAS 8, Accounting Policies, Change in Accounting Estimates and Errors

On February 11, 2021, the IASB issued amendments to IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors,” to clarify how to distinguish changes in accounting policies, which must be applied retrospectively, from changes in accounting estimate, which are accounted for prospectively. The amendments clarify the definition of accounting estimates as “monetary amounts in the financial statements that are subject to measurement uncertainty.” The amendments clarify that a change in accounting estimate is a change in input or a change in a measurement technique used to develop an accounting estimate, if they do not result in the correction of a prior period error. The adoption of the amendments as of January 1, 2023, did not have an impact on the Company’s financial statements.

Amendments to IAS 12, Income Taxes

On May 6, 2021, the IASB released “Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction (Amendments to IAS 12).” The amendment relates to the recognition of deferred tax when an entity accounts for transactions, such as leases or decommissioning obligations, by recognizing both an asset and a liability. The objective of this amendment is to narrow the initial recognition exemption in paragraphs 15 and 24 of IAS 12, so that it would not apply to transactions that give rise to both taxable and deductible temporary differences, to the extent the amounts recognized for the temporary differences are the same. The adoption of the amendments as of January 1, 2023, did not have an impact on the Company’s financial statements.

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Other Accounts Payable (Tables)

6 Months Ended

Jun. 30, 2023

Other Accounts Payable [Abstract]

Schedule of Other Accounts Payable

	June 30, 2023		December 31, 2022
Employees’ salaries and related liabilities		454		396
Related parties		365		332
Accrued expenses		533		470
Other		20		19
Total		1,372		1,217

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Finacial Liabilities at Fair Value (Tables)

6 Months Ended

Jun. 30, 2023

Finacial Liabilities at Fair Value [Abstract]

Schedule of Financial Liabilities Value

	June 30, 2023		December 31, 2022
Non-tradable warrants (1)		4		3
Non-tradable warrants of SAFE and Convertible Loan investors (2)		44		35
Tradable warrants (3)		361		304
Financial liability (4)		29		26
Total		438		368

1. Non-Tradable Warrants

As part of an agreement signed in 2019, the Company’s then convertible loan investors received, upon conversion in 2020, 756,333 Ordinary Shares and non-tradable warrants to purchase an additional 169,019 Ordinary Shares upon the consummation of an IPO on the Nasdaq.

The warrants shall be converted into Ordinary Shares at an exercise price equal to the IPO price which was $5.50 and are exercisable for three years after the IPO. The warrants were designated to be measured at fair market value through profit or loss.

On July 2021, as part of the IPO, the investors received the specified warrants.

As of June 30, 2023, the fair market value of the warrants was $4.

2. Non-tradable warrants, SAFE and Convertible Loan investors

On July 16, 2021, following the IPO, the Company issued 2,113,905 Ordinary Shares, 1,149,582 non-tradable warrants to investors and 16,587 non-tradeable warrants to brokers in connection with the conversion of Company’s convertible loan and SAFE according to its terms. The fair market value of the shares was classified as equity with a total value of 10,041 at the conversion date.

The non-tradable warrants were designated to be measured at fair market value through profit or loss.

The non-tradable warrants fair market value as of June 30, 2023, was $44.

3. Tradable warrants

The Company sold 3,345,455 tradable warrants in the IPO. As of June 30, 2022, 1,705,000 tradable warrants were exercised. In October 2021, investors exercised 1,705,000 tradable warrants whereby the Company issued 1,705,000 Ordinary Shares to such investors. The total proceeds received by the Company from this exercise was approximately $9,377. The net proceeds after fees deducting were approximately $8,721. As of June 30, 2023, the Company has 1,640,455 tradable warrants. The tradable warrants were designated to be measured at fair market value through profit or loss.

The tradable warrants fair market value as of June 30, 2023, was $361.

4. 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 fair market value as of June 30, 2023, was $29.

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Share Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

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, 2023, as follows:

	Six months ended June 30, 2023
	Number of options		Weighted average Exercise price NIS
Outstanding at beginning of year		114,512		0.71
Granted		-
Exercised		-
Forfeited		-
Outstanding as of June 30, 2023		114,512		0.71
Exercisable options		97,507

The options to employees and directors outstanding as of June 30, 2023, as follows:

	Six months ended June 30, 2023
	Number of options		Weighted average Exercise price NIS
Outstanding at beginning of year		386,260		0.37
Forfeited		-		-
Outstanding as of June 30, 2023		386,260		0.37
Exercisable options as of June 30, 2023		361,784		0.37

The options to services providers and advisers outstanding as of June 30, 2022, as follows:

	Six months ended June 30, 2022
	Number of options			Weighted average exercise price in NIS
Outstanding at beginning of year		87,833			0.37
Granted		29,400			10.78
Exercised		(2,721	)		0.37
Forfeited		-			-
Outstanding as of June 30, 2022		114,512
Exercisable options

The options to employees and directors outstanding as of June 30, 2022, as follows:

	Six months ended June 30, 2022
	Number of options			Weighted average exercise price in NIS
Outstanding at beginning of year		448,120			0.37
Forfeited		(57,159	)		0.37
Outstanding as of June 30, 2022		390,961			0.37
Exercisable options		324,727			0.37

Schedule of RSUs to Services Providers and Advisers Outstanding

The RSUs to services providers and advisers outstanding as of June 30, 2023, as follows:

	Number of RSUs
Outstanding at beginning of year		18,266
Granted		-
Vested		5,417
Outstanding as of June 30, 2023		12,849
Vested as of June 30, 2023		19,651

The RSUs to employees and directors outstanding as of June 30, 2023, as follows:

	Number of RSUs
Outstanding at beginning of year		1,727,842
Granted		-
Forfeited		(23,889	)
Vested		(649,498	)
Outstanding as of June 30, 2023		1,054,455
Vested as of June 30, 2023		2,531,072

The RSUs to services providers and advisers outstanding as of June 30, 2022, as follows:

	Number of RSUs
Outstanding at beginning of year		10,000
Granted		22,500
Vested		1,666
Outstanding as of June 30, 2022		30,834
Vested as of June 30, 2022		1,666

The RSUs to employees and directors outstanding as of June 30, 2022, as follows:

	Number of RSUs
Outstanding at beginning of year		2,002,587
Granted		826,854
Vested		747,579
Outstanding as of June 30, 2022		2,081,862
Vested as of June 30, 2022		1,403,180

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Fair Market Value Measurement (Tables)

6 Months Ended

Jun. 30, 2023

Fair Market Value Measurement [Abstract]

Schedule of Fair Market Value Measurement

	Level 1		Level 2		Level 3
Non-Tradable Warrants		-		44		-
Non-tradable warrants of SAFE and Convertible Loan investors				4
Financial liability		-		29		-
Tradable warrants		361		-		-
Total		361		77		-

	Level 1		Level 2		Level 3
Non-Tradable Warrants		-		3		-
Non-tradable warrants of SAFE and Convertible Loan investors		-		35		-
Financial liability		-		26		-
Tradable warrants		304		-		-
Total		304		64		-

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General (Details) - USD ($) $ in Thousands		1 Months Ended	6 Months Ended
	Jul. 16, 2021	Oct. 21, 2021	Jun. 30, 2023	Jun. 30, 2022
General (Details) [Line Items]
Number of shares	2,909,091
Tradable warrants shares	3,345,455
Warrants pursuant shares	436,364
Aggregate proceeds amount	$ 14,490
Offering costs	$ 1,543
Ordinary shares	2,113,905
Non-tradeable warrants shares	16,587
Proceeds received amount		$ 9,377
Fees percentage		7.00%
Paid fees amount		$ 656
Operating loss			$ (6,335)	$ (8,007)
Net losses			$ (5,855)	$ (3,473)
Accumulated deficit			(44,919)
Ordinary shares			17,566
Aggregate gross proceeds			$ 26
Warrants [Member]
General (Details) [Line Items]
Non-tradeable warrants shares	1,149,582
Warrants [Member] | IPO [Member]
General (Details) [Line Items]
Tradable warrants shares		1,705,000
ATM Commission [Member]
General (Details) [Line Items]
Commission percentage			3.00%

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Other Accounts Payable (Details) - Schedule of Other Accounts Payable - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Schedule of Other Accounts Payable [Abstract]
Employees’ salaries and related liabilities	$ 454	$ 396
Related parties	365	332
Accrued expenses	533	470
Other	20	19
Total	$ 1,372	$ 1,217

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Finacial Liabilities at Fair Value (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	6 Months Ended
	Jul. 16, 2021	Oct. 31, 2021	Jun. 30, 2023
Finacial Liabilities at Fair Value (Details) [Line Items]
Fair value of warrants (in Dollars)			$ 4
Aggregate proceeds	2,113,905
Non-tradeable warrants shares	16,587
Fair market value of shares	10,041
Non-tradable warrants fair value (in Dollars)			$ 44
Tradable warrants			1,640,455
Investors exercised tradable warrants		1,705,000
Ordinary shares issued		1,705,000
Total proceeds received (in Dollars)		$ 9,377
Deducting fees (in Dollars)		$ 8,721
Tradable warrants fair market value (in Dollars)			$ 361
Warrants are being exercised			7.00%
Financial liability fair market value (in Dollars)			$ 29
IPO [member]
Finacial Liabilities at Fair Value (Details) [Line Items]
Conversion to ordinary shares	756,333
Additional ordinary shares	169,019
Exercise price per share (in Dollars per share)	$ 5.5
Tradable warrants	1,705,000
Warrants [member]
Finacial Liabilities at Fair Value (Details) [Line Items]
Non-tradeable warrants shares	1,149,582
Warrants [member] | IPO [member]
Finacial Liabilities at Fair Value (Details) [Line Items]
Tradable warrants	3,345,455
Warrants to Brokers [Member]
Finacial Liabilities at Fair Value (Details) [Line Items]
Non-tradeable warrants shares	16,587

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Finacial Liabilities at Fair Value (Details) - Schedule of Financial Liabilities Value - USD ($) $ in Thousands		6 Months Ended	12 Months Ended
		Jun. 30, 2023	Dec. 31, 2022
Finacial Liabilities at Fair Value (Details) - Schedule of Financial Liabilities Value [Line Items]
Total financial liabilities		$ 438	$ 368
Non-tradable warrants [Member]
Finacial Liabilities at Fair Value (Details) - Schedule of Financial Liabilities Value [Line Items]
Total financial liabilities	[1]	4	3
Non-tradable warrants, SAFE and CLA [Member]
Finacial Liabilities at Fair Value (Details) - Schedule of Financial Liabilities Value [Line Items]
Total financial liabilities	[2]	44	35
Tradable warrants [Member]
Finacial Liabilities at Fair Value (Details) - Schedule of Financial Liabilities Value [Line Items]
Total financial liabilities	[3]	361	304
Financial liability [Member]
Finacial Liabilities at Fair Value (Details) - Schedule of Financial Liabilities Value [Line Items]
Total financial liabilities	[4]	$ 29	$ 26

[1] Non-Tradable Warrants As part of an agreement signed in 2019, the Company’s then convertible loan investors received, upon conversion in 2020, 756,333 Ordinary Shares and non-tradable warrants to purchase an additional 169,019 Ordinary Shares upon the consummation of an IPO on the Nasdaq.The warrants shall be converted into Ordinary Shares at an exercise price equal to the IPO price which was $5.50 and are exercisable for three years after the IPO. The warrants were designated to be measured at fair market value through profit or loss.On July 2021, as part of the IPO, the investors received the specified warrants.As of June 30, 2023, the fair market value of the warrants was $4.

[2] Non-tradable warrants, SAFE and Convertible Loan investors On July 16, 2021, following the IPO, the Company issued 2,113,905 Ordinary Shares, 1,149,582 non-tradable warrants to investors and 16,587 non-tradeable warrants to brokers in connection with the conversion of Company’s convertible loan and SAFE according to its terms. The fair market value of the shares was classified as equity with a total value of 10,041 at the conversion date. The non-tradable warrants were designated to be measured at fair market value through profit or loss.The non-tradable warrants fair market value as of June 30, 2023, was $44.

[3] Tradable warrants The Company sold 3,345,455 tradable warrants in the IPO. As of June 30, 2022, 1,705,000 tradable warrants were exercised. In October 2021, investors exercised 1,705,000 tradable warrants whereby the Company issued 1,705,000 Ordinary Shares to such investors. The total proceeds received by the Company from this exercise was approximately $9,377. The net proceeds after fees deducting were approximately $8,721. As of June 30, 2023, the Company has 1,640,455 tradable warrants. The tradable warrants were designated to be measured at fair market value through profit or loss.The tradable warrants fair market value as of June 30, 2023, was $361.

[4] 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 fair market value as of June 30, 2023, was $29.

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Share Based Compensation (Details) $ / shares in Units, $ in Thousands			1 Months Ended			6 Months Ended
	Jun. 30, 2023 shares	Apr. 06, 2022 shares	Nov. 22, 2022 shares	May 19, 2022 shares	Mar. 24, 2022 $ / shares shares	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Mar. 24, 2022 ₪ / shares shares
Share Based Compensation (Details) [Line Items]
Grant total share (in Shares) | shares	505,473
Restricted stock units (in Shares) | shares	3,707,542
Restricted stock unit vested (in Shares) | shares	2,550,166
Restricted stock unit employees description					the Company’s board of directors approved a grant of 536,141 RSUs to employees and a grant of 22,500 RSUs to the Company’s advisory board members and an additional consultant. The RSUs represent the right to receive Ordinary Shares at a given time in the future. 555,500 RSUs vest over a period of three years, with a one-year cliff and 3,141 RSUs vested immediately on the grant date. 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.
Shares granted (in Shares) | shares			165,000		29,400			29,400
Exercise price per share | (per share)					$ 0.12			₪ 0.37
Gain tax percentage			25.00%	25.00%
Description of fair value assumptions						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: (i)The expected volatility is 50%; (ii)The dividend rate 0%; and (iii)Expected term – three years.
Share based payment expenses						$ 1,017	$ 3,107
RSU [Member]
Share Based Compensation (Details) [Line Items]
Shares granted (in Shares) | shares		285,713
Gain tax percentage		25.00%
Advisers [Member]
Share Based Compensation (Details) [Line Items]
Share based payment expenses						14
Services providers and advisers [Member]
Share Based Compensation (Details) [Line Items]
Share based payment expenses							22
Services providers and advisers [Member] | RSU [Member]
Share Based Compensation (Details) [Line Items]
Share based payment expenses						6	22
Directors [Member]
Share Based Compensation (Details) [Line Items]
Share based payment expenses						33
Employees and directors [Member]
Share Based Compensation (Details) [Line Items]
Share based payment expenses							110
Employees and directors [Member] | RSU [Member]
Share Based Compensation (Details) [Line Items]
Share based payment expenses						$ 964	$ 2,953
Board of Directors [Member]
Share Based Compensation (Details) [Line Items]
Shares granted (in Shares) | shares				30,000

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Share Based Compensation (Details) - Schedule of Options to Services Providers and Advisers Outstanding - $ / shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
providers and advisers [Member]
Share Based Compensation (Details) - Schedule of Options to Services Providers and Advisers Outstanding [Line Items]
Number of options Outstanding at beginning of year	114,512	87,833
Weighted average Exercise price NIS Outstanding at beginning of year (in Dollars per share)	$ 0.71	$ 0.37
Number of options Granted		29,400
Weighted average Exercise price NIS Granted (in Dollars per share)		$ 10.78
Number of options Exercised		(2,721)
Weighted average Exercise price NIS Exercised (in Dollars per share)		$ 0.37
Number of options Forfeited
Weighted average Exercise price NIS Forfeited (in Dollars per share)
Number of options Outstanding ending year	114,512	114,512
Weighted average Exercise price NIS Outstanding ending year (in Dollars per share)	$ 0.71
Number of options Exercisable options	97,507
employees and directors [Member]
Share Based Compensation (Details) - Schedule of Options to Services Providers and Advisers Outstanding [Line Items]
Number of options Outstanding at beginning of year	386,260	448,120
Weighted average Exercise price NIS Outstanding at beginning of year (in Dollars per share)	$ 0.37	$ 0.37
Number of options Forfeited		(57,159)
Weighted average Exercise price NIS Forfeited (in Dollars per share)		$ 0.37
Number of options Outstanding ending year	386,260	390,961
Weighted average Exercise price NIS Outstanding ending year (in Dollars per share)	$ 0.37	$ 0.37
Number of options Exercisable options	361,784	324,727
Weighted average Exercise price NIS Exercisable options (in Dollars per share)	$ 0.37	$ 0.37

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Share Based Compensation (Details) - Schedule of RSUs to Services Providers and Advisers Outstanding - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
providers and advisers [Member]
Share Based Compensation (Details) - Schedule of RSUs to Services Providers and Advisers Outstanding [Line Items]
Outstanding at beginning of year	18,266	10,000
Granted		22,500
Vested	5,417	1,666
Outstanding as ending of year	12,849	30,834
Vested as of June 30, 2023	19,651	1,666
employees and directors [Member]
Share Based Compensation (Details) - Schedule of RSUs to Services Providers and Advisers Outstanding [Line Items]
Outstanding at beginning of year	1,727,842	2,002,587
Granted		826,854
Forfeited	(23,889)
Vested	(649,498)	747,579
Outstanding as ending of year	1,054,455	2,081,862
Vested as of June 30, 2023	2,531,072	1,403,180

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Fair Market Value Measurement (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Fair Market Value Measurement (Details) [Line Items]
Expected volatility		56.50%
Expected dividend yield	0.00%	0.00%
Bottom of range [member]
Fair Market Value Measurement (Details) [Line Items]
Interest rate	5.29%	5.04%
Expected volatility	60.40%
Expected term of warrant	1 year 14 days	1 year 6 months 14 days
Top of range [Member]
Fair Market Value Measurement (Details) [Line Items]
Interest rate	5.81%	5.26%
Expected volatility	66.10%	57.80%
Expected term of warrant	2 years 14 days	2 years 6 months 14 days

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Fair Market Value Measurement (Details) - Schedule of Fair Market Value Measurement - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Level 1 [Member]
Fair Value Measurement [Abstract]
Fair value	$ 361	$ 304
Level 2 [Member]
Fair Value Measurement [Abstract]
Fair value	77	64
Level 3 [Member]
Fair Value Measurement [Abstract]
Fair value
Non-Tradable Warrants [Member] | Level 1 [Member]
Fair Value Measurement [Abstract]
Fair value
Non-Tradable Warrants [Member] | Level 2 [Member]
Fair Value Measurement [Abstract]
Fair value	44	3
Non-Tradable Warrants [Member] | Level 3 [Member]
Fair Value Measurement [Abstract]
Fair value
Non-tradable warrants of SAFE and Convertible Loan investors [Member] | Level 1 [Member]
Fair Value Measurement [Abstract]
Fair value
Non-tradable warrants of SAFE and Convertible Loan investors [Member] | Level 2 [Member]
Fair Value Measurement [Abstract]
Fair value	4	35
Non-tradable warrants of SAFE and Convertible Loan investors [Member] | Level 3 [Member]
Fair Value Measurement [Abstract]
Fair value
Financial liability [Member] | Level 1 [Member]
Fair Value Measurement [Abstract]
Fair value
Financial liability [Member] | Level 2 [Member]
Fair Value Measurement [Abstract]
Fair value	29	26
Financial liability [Member] | Level 3 [Member]
Fair Value Measurement [Abstract]
Fair value
Tradable warrants [Member] | Level 1 [Member]
Fair Value Measurement [Abstract]
Fair value	361	304
Tradable warrants [Member] | Level 2 [Member]
Fair Value Measurement [Abstract]
Fair value
Tradable warrants [Member] | Level 3 [Member]
Fair Value Measurement [Abstract]
Fair value

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Commitments and Contingencies (Details) - USD ($) $ in Thousands		6 Months Ended
	Jun. 29, 2023	Jun. 30, 2023
Commitments and Contingencies [Line Items]
Office rents amount		$ 63
Total Payment		710
Prepayment paid		$ 75
Exchange payable	$ 30,000