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Commitments and Contingencies
9 Months Ended
Sep. 30, 2025
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 12: COMMITMENTS AND CONTINGENCIES 

 

a. Royalty Commitment - Israeli Innovation Authority (IIA)

 

The Company is committed to pay royalties to the State of Israel, through the Israel Innovation Authority (“IIA”), on proceeds from sales of products in which the IIA participated by way of grants for research and development. No grants were received in the period beginning January 1, 2024 through September 30, 2025. Under the terms of the prior IIA grant agreements, the principal value of financial assistance received along with annual interest based on London Inter-Bank Offered Rate (“LIBOR”) is repayable in form of royalties at 3.0% of BNA™ sales. Since the elimination of LIBOR, the Secured Overnight Financing Rate (“SOFR”) subsequently replaced LIBOR as a reference rate of interest for IIA grant agreements. In the case of lack of commercial feasibility of the project that was financed using the grant, the Company is not obligated to pay any royalty. The Company cannot reasonably determine the outcome of the commercialization of the underlying technology and considers the liability to be contingent upon generation of sales utilizing said underlying technology, hence no liability has been recognized as of September 30, 2025, and December 31, 2024. The contingent liability amounts to $5,809 and $5,833 for September 30, 2025, and December 31, 2024 respectively. 

 

Sale of the technology developed utilizing the grants from IIA is restricted and is subject to IIA’s approval. 

b. Equity Line of Credit

 

On December 20, 2024, the Company entered into an equity line of credit agreement with an investor (the “Purchase Agreement”), allowing the Company to direct the investor purchase up to $10,000 in shares of common stock, subject to certain conditions, including filing a registration statement with the U.S. Securities and Exchange Commission (“SEC”). In connection with the Purchase Agreement, the Company paid a $300 commitment fee and incurred $97 of deferred offering costs. The commitment fee and deferred offering costs were recorded within current prepaid expenses and deposits.

 

On September 4, 2025, the Company sent notification for termination of the Purchase Agreement and as such expensed the commitment fee and deferred offering costs. There were no sales of stock under the Purchase Agreement.

 

c. Legal Proceedings

 

The Company is subject to various claims, complaints, and legal actions in the normal course of business from time to time. After consulting with counsel, the Company is not aware of any currently pending litigation for which it believes the outcome could have a material adverse effect on its operations or financial position.