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COMMITMENTS AND CONTINGENT LIABILITIES

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENT LIABILITIES

NOTE 4 – COMMITMENTS AND CONTINGENT LIABILITIES

	A.	On March 4, 2004, the IIA provided Integrity Israel with a grant of approximately $93 (NIS 420,000), for its plan to develop a non-invasive blood glucose monitor (the “Development Plan”). Integrity Israel is required to pay royalties to the IIA at a rate ranging between 3-5% of the proceeds from the sale of the Company’s products arising from the Development Plan up to an amount equal to $93 plus interest at LIBOR from the date of grant. As to the replacement of the LIBOR benchmark rate, even though the IIA has not declared the alternative benchmark rate to replace the LIBOR, the Company does not believe it will have a significant impact. As of March 31, 2024, the remaining contingent liability with respect to royalty payment on future sales equals approximately $73 excluding interest. Such contingent obligation has no expiration date.

	B.	On October 7, 2022 (“the Closing Date”), the Company entered into an Intellectual Property Purchase Agreement (the “Agreement”) with Paul Goode, the Company’s Chief Executive Officer (the “Seller”), under which the parties agreed that on and subject to the terms and conditions of the Agreement, at the Closing Date, the Seller shall sell, assign, transfer, convey and deliver to the Company, all of the Seller’s right, title and interest in and to the following assets, properties and rights (collectively, the “Purchased Assets”):

	(a)	All rights, title, interests in all current and future intellectual property, including, but not limited to patents, trademarks, trade secrets, industry know-how and other IP rights relating to an implantable continuous glucose sensor (collectively, the “Conveyed Intellectual Property”); and

	(b)	All the goodwill relating to the Purchased Assets.

In consideration for the sale by the Seller of the Purchased Assets to the Company, at the Closing Date, the Company paid to Seller cash in the amount of one dollar and obligated the Company to issue up to 1,000,000 shares of its Common Stock to be issued based upon specified performance milestones as set forth in the Agreement (the “Purchase Price”). In addition, if upon the final issuance, the aggregate 1,000,000 shares represent less than 1.5% of the then outstanding Common Stock of the Company, the final issuance will include such number of additional shares so that the total aggregate issuance equals 1.5% of the outstanding shares (the “True-Up Shares”). All shares of Common Stock of the Company that will be issued under this agreement shall be (i) restricted over a limited period of 1-year and issued in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended and (ii) subject to the lockup provisions.

When the Company acquires net assets that do not constitute a business, as defined under ASU 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business (such as when there is no substantive process in the acquired entity) the transaction is accounted for as an asset acquisition and no goodwill is recognized. The acquired In-Process Research and Development intangible asset (“IPR&D”) to be used in research and development projects which have been determined not to have alternative future use, is expensed immediately.

At the Closing Date, it was determined that the asset acquisition represents the purchase of IPR&D with no alternative future use. However, the achievement of each of the performance milestones is considered as a contingent event outside the Company’s control and thus the contingent consideration which is equal to the fair value of the Purchase Price as measured at the Closing Date will be recognized when it becomes probable that each target will be achieved within the reasonable period of time. Such additional contingent consideration will be recognized in subsequent periods if and when the contingency (the achievement of targets) is resolved, or when it will be considered as reasonably estimable under ASC 450, Contingencies.

During June 2023, the Company achieved the first performance milestone out of the five performance milestones outlined in the Agreement executed between the Company and the Seller as of the Closing Date. As a result, upon the date of the fulfilment of the first performance milestone the Company was committed to issue 100,000 restricted shares to the Seller. Accordingly, in 2023, the Company recorded an amount of $131 as research and development expenses with a similar amount as an increase to additional paid-in capital. The shares were issued on February 6, 2024. As of March 31, 2024, the achievement of all other remaining performance milestones was not considered probable and thus nothing was accrued with respect to thereof.