0001213900-23-017837 | 10-K | XBRL Viewer | Oramed Pharmaceuticals INC

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Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2022	Mar. 06, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	ORAMED PHARMACEUTICALS INC.
Trading Symbol	ORMP
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		39,783,813
Entity Public Float			$ 169,594,349
Amendment Flag	false
Entity Central Index Key	0001176309
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-35813
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-0376008
Entity Address, Address Line One	1185 Avenue of the Americas
Entity Address, Address Line Two	Third Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	844
Local Phone Number	967-2633
Title of 12(b) Security	Common Stock, par value $0.012
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Firm ID	1309
Auditor Name	Kesselman & Kesselman
Auditor Location	Tel Aviv, Israel

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
ASSETS
Cash and cash equivalents	$ 40,464	$ 27,456
Short-term deposits (note 2)	111,513	111,077
Marketable securities (note 3)	3,743	7,747
Prepaid expenses and other current assets	1,389	1,657
Total current assets	157,109	147,937
LONG-TERM ASSETS:
Long-term deposits (note 4)	7	25,094
Marketable securities (note 3)		3,875
Long-term investment (note 6j)	2,700
Amounts funded in respect of employee rights upon retirement	24	26
Property and equipment, net	815	388
Operating lease right of use assets	987	500
Total long-term assets	4,533	29,883
Total assets	161,642	177,820
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses (note 5)	4,158	4,535
Deferred revenues	1,340	2,703
Payable to related parties (note 11b)	1
Operating lease liabilities	247	130
Total current liabilities	5,746	7,368
Long-term deferred revenues	4,000	3,340
Employee rights upon retirement	21	22
Provision for uncertain tax position (note 10f)	11	11
Operating lease liabilities	647	370
Other liabilities	61	99
Total long-term liabilities	4,740	3,842
COMMITMENTS (note 6)
EQUITY ATTRIBUTABLE TO COMPANY’S STOCKHOLDERS’:
Common stock, $ 0.012 par value (60,000,000 authorized shares as of December 31, 2022 and December 31, 2021; 39,563,888 and 38,158,792 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively)	476	459
Additional paid-in capital	314,417	292,514
Accumulated deficit	(163,081)	(126,520)
Total stockholders’ equity	151,812	166,453
Non-controlling interests	(656)	157
Total equity	151,156	166,610
Total liabilities and equity	$ 161,642	$ 177,820

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.012	$ 0.012
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	39,563,888	38,158,792
Common stock, shares outstanding	39,563,888	38,158,792

Consolidated Statements Loss - USD ($) $ in Thousands	4 Months Ended	8 Months Ended	12 Months Ended
Consolidated Statements Loss - USD ($) $ in Thousands	Dec. 31, 2022	Aug. 31, 2021	Dec. 31, 2022
Income Statement [Abstract]
REVENUES	$ 904	$ 2,703	$ 2,703
RESEARCH AND DEVELOPMENT EXPENSES	9,037	20,989	27,639
SALES AND MARKETING	898		1,851
GENERAL AND ADMINISTRATIVE EXPENSES	3,295	5,937	13,811
OPERATING LOSS	12,326	24,223	40,598
FINANCIAL INCOME (note 9a)	158	1,242	3,754
FINANCIAL EXPENSES (note 9b)	87	8	820
LOSS BEFORE TAX EXPENSES	12,255	22,989	37,664
TAX EXPENSES			100
NET LOSS	12,255	22,989	37,764
COMPANY’S STOCKHOLDERS	11,668	22,238	36,561
NON-CONTROLLING INTERESTS	587	751	1,203
NET LOSS	$ 12,255	$ 22,989	$ 37,764
BASIC LOSS PER SHARE OF COMMON STOCK (in Dollars per share)	$ 0.31	$ 0.78	$ 0.94
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK USED IN COMPUTING BASIC AND DILUTED LOSS PER SHARE OF COMMON STOCK (in Shares)	37,113,137	28,469,068	38,997,649

Consolidated Statements Loss (Parentheticals) - $ / shares	4 Months Ended	8 Months Ended	12 Months Ended
	Dec. 31, 2022	Aug. 31, 2021	Dec. 31, 2022
Income Statement [Abstract]
DILUTED LOSS PER SHARE OF COMMON STOCK	$ 0.31	$ 0.78	$ 0.94
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK USED IN COMPUTING BASIC LOSS PER SHARE OF COMMON STOCK (in Shares)	37,113,137	28,469,068	38,997,649

- Definition

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

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+ Details

Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Common Stock	Additional paid-in capital	Accumulated deficit	Total stockholders’ equity	Non- controlling interests	Total
BALANCE at Aug. 31, 2020	$ 284	$ 125,209	$ (92,614)	$ 32,879		$ 32,879
BALANCE (in Shares) at Aug. 31, 2020	23,675
ISSUANCE OF COMMON STOCK, NET	$ 102	79,881		79,983		79,983
ISSUANCE OF COMMON STOCK, NET (in Shares)	8,467
EXERCISE OF WARRANTS AND OPTIONS	$ 38	21,371		21,409		21,409
EXERCISE OF WARRANTS AND OPTIONS (in Shares)	3,151
STOCK-BASED COMPENSATION		2,695		2,695		2,695
ASSET ACQUISITION TRANSACTION		1,045		1,045	1,495	2,540
NET LOSS			(22,238)	(22,238)	(751)	(22,989)
BALANCE at Aug. 31, 2021	$ 424	230,201	(114,852)	115,773	744	116,517
BALANCE (in Shares) at Aug. 31, 2021	35,293
ISSUANCE OF COMMON STOCK, NET	$ 32	59,901		59,933		59,933
ISSUANCE OF COMMON STOCK, NET (in Shares)	2,631
EXERCISE OF WARRANTS AND OPTIONS	$ 1	638		639		639
EXERCISE OF WARRANTS AND OPTIONS (in Shares)	92
STOCK-BASED COMPENSATION	$ 2	1,774		1,776		1,776
STOCK-BASED COMPENSATION (in Shares)	142
NET LOSS			(11,668)	(11,668)	(587)	(12,255)
BALANCE at Dec. 31, 2021	$ 459	292,514	(126,520)	166,453	157	166,610
BALANCE (in Shares) at Dec. 31, 2021	38,158
SHARES ISSUED FOR SERVICES		22		22		22
SHARES ISSUED FOR SERVICES (in Shares)	3
ISSUANCE OF COMMON STOCK, NET	$ 15	11,485		11,500		11,500
ISSUANCE OF COMMON STOCK, NET (in Shares)	1,213
EXERCISE OF WARRANTS AND OPTIONS		62		62		62
EXERCISE OF WARRANTS AND OPTIONS (in Shares)	39
STOCK-BASED COMPENSATION	$ 2	11,117		11,119		11,119
STOCK-BASED COMPENSATION (in Shares)	151
STOCK-BASED COMPENSATION OF SUBSIDIARY					390	390
TAX WITHHOLDINGS RELATED TO STOCK-BASED COMPENSATION SETTLEMENTS		(783)		(783)		(783)
NET LOSS			(36,561)	(36,561)	(1,203)	(37,764)
BALANCE at Dec. 31, 2022	$ 476	$ 314,417	$ (163,081)	$ 151,812	$ (656)	$ 151,156
BALANCE (in Shares) at Dec. 31, 2022	39,564

Consolidated Statements of Cash Flows $ in Thousands	4 Months Ended	12 Months Ended
Consolidated Statements of Cash Flows $ in Thousands	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($)	Aug. 31, 2021 USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (12,255)	$ (37,764)	$ (22,989)
Adjustments required to reconcile net loss to net cash used in operating activities:
Depreciation	18	58	77
Gain from selling fixed assets		(13)
Non-cash expense for acquired In-Process Research & Development (“IPR&D”)			1,040
Exchange differences and interest on deposits and held to maturity bonds	(34)	(1,550)	187
Changes in fair value of investments	72	763	(876)
Stock-based compensation	1,776	11,509	2,695
Shares issued for services		22
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(460)	268	(586)
Accounts payable, accrued expenses and related parties	689	(376)	2,060
Net changes in operating lease		(93)
Deferred revenues	(904)	(703)	(2,703)
Liability for employee rights upon retirement	1	(1)	3
Other liabilities	(25)	(38)	(89)
Total net cash used in operating activities	(11,122)	(27,918)	(21,181)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(9)	(496)	(375)
Proceeds from selling fixed assets		24
Investment in short-term deposits	(100,000)	(151,700)	(18,460)
Investment in long-term deposits		(5)	(25,000)
Proceeds from sale of mutual funds			3,765
Purchase of held to maturity securities			(10,362)
Proceeds from redemption of short-term deposits		178,200	18,460
Proceeds from maturity of held to maturity securities	761	6,886	8,209
Long-term investments		(2,700)
Funds in respect of employee rights upon retirement		2	(1)
Total net cash provided by (used in) investing activities	(99,248)	30,211	(23,764)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net of issuance costs	59,933	11,500	79,983
Proceeds from exercise of warrants and options	639	62	21,409
Tax withholdings related to stock-based compensation settlements		(783)
Transaction with non-controlling interests			1,500
Total net cash provided by financing activities	60,572	10,779	102,892
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	9	(64)	2
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(49,789)	13,008	57,949
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	77,245	27,456	19,296
CASH AND CASH EQUIVALENTS AT END OF YEAR	27,456	40,464	77,245
(A) SUPPLEMENTARY DISCLOSURE ON CASH FLOWS:
Taxes paid		100
Interest received	128	1,844	563
(B) SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Recognition of operating lease right of use assets and liabilities		730	582
(C) ASSET ACQUISITION TRANSACTION (see note 12):
IPR&D			1,040
Transaction with non-controlling interests			1,500
Additional paid in capital			(1,045)
Non-controlling interests			$ (1,495)

Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES:

General

Incorporation and operations

Oramed Pharmaceuticals Inc. (collectively with its subsidiaries, the “Company,” unless the context indicates otherwise), a Delaware corporation, was incorporated on April 12, 2002.

On February 17, 2006, the Company entered into an agreement with Hadasit Medical Services and Development Ltd. to acquire the provisional patent related to an orally ingestible insulin capsule to be used for the treatment of individuals with diabetes.

On May 14, 2007, the Company incorporated a wholly-owned subsidiary in Israel, Oramed Ltd. (the “Subsidiary”), which is engaged in research and development.

On July 30, 2019, the Subsidiary incorporated a wholly-owned subsidiary in Hong Kong, Oramed HK Limited (the “Hong Kong Subsidiary”). As of December 31, 2022, the Hong Kong Subsidiary has no operations.

On March 18, 2021, the Company entered into a license agreement (the “Oravax License Agreement”) with Oravax Medical Inc. (“Oravax”) and into a stockholders agreement (the “Stockholders Agreement”) with Akers Biosciences Inc. (“Akers”), Premas Biotech Pvt. Ltd. (“Premas”), Cutter Mill Capital LLC (“Cutter Mill”) and Run Ridge LLC (“Run Ridge”). According to the Stockholders Agreement, Oravax issued 1,890,000 shares of its capital stock to the Company, representing 63% of the issued and outstanding share capital of Oravax, on a fully diluted basis, as of the date of issuance. Consequently, Oramed consolidates Oravax in its consolidated financial statements since that time.

On November 23, 2021, Oravax incorporated a wholly-owned subsidiary in Israel, Oravax Medical Ltd., which is engaged in research and development. Effective January 1, 2022, Oravax transferred its rights and obligations under the Oravax License Agreement to Oravax Medical Ltd.

On January 11, 2023, the Company announced that the ORA-D-013-1 Phase 3 trial did not meet its primary and secondary endpoints. The Company evaluated this subsequent event and determined that it was non-adjusting to the consolidated financial statements for the year ended December 31, 2022, as it was not known or expected as of that date. The Company has initiated a comprehensive analysis of the data to understand if there is a path forward for its oral insulin candidate. Concurrently, the Company is examining its existing pipeline and has commenced an evaluation process of potential strategic opportunities, with the goal of enhancing value for the Company’s stockholders. See note 13.

Change in Fiscal Year

On February 28, 2022, the Company’s Board of Directors (the “Board of Directors”) approved a change of the Company’s fiscal year from the period beginning on September 1 and ending on August 31 to the period beginning on January 1 and ending on December 31. As a result, the Company filed a Transition Report on Form 10-Q with the Securities and Exchange Commission (the “SEC”) on March 30, 2022 that included financial information for the transition period from September 1, 2021 through December 31, 2021. Subsequent to that report, the Company’s fiscal year now begins on January 1 and ends on December 31. This Annual Report on Form 10-K is the Company’s first annual report presenting its new fiscal year, and reports financial results for the 12 month period ended December 31, 2022.

Development and liquidity risks

The Company is engaged in research and development in the biotechnology field for innovative pharmaceutical solutions, including an orally ingestible insulin capsule to be used for the treatment of individuals with diabetes, and the use of orally ingestible capsules for delivery of other polypeptides, and has not generated significant revenues from its operations. Based on the Company’s current cash resources and commitments, the Company believes it will be able to maintain its current planned development activities and the corresponding level of expenditures for at least the next 12 months, although no assurance can be given that the Company will not need additional funds prior to such time. If there are unexpected increases in its operating expenses, the Company may need to seek additional financing during the next 12 months. Successful completion of the Company’s development programs and its transition to normal operations is dependent upon obtaining necessary regulatory approvals from the U.S. Food and Drug Administration prior to selling its products within the United States, obtaining foreign regulatory approvals to sell its products internationally, or entering into licensing agreements with third parties. There can be no assurance that the Company will receive regulatory approval of any of its product candidates, and a substantial amount of time may pass before the Company achieves a level of revenues adequate to support its operations, if at all. The Company also expects to incur substantial expenditures in connection with the regulatory approval process for each of its product candidates during their respective developmental periods. Obtaining marketing approval will be directly dependent on the Company’s ability to implement the necessary regulatory steps required to obtain marketing approval in the United States and in other countries. The Company may also need additional funds to realize the decisions made as part of its strategic review process. The Company cannot predict the outcome of these activities.

In addition to the foregoing, based on the Company’s current assessment, the Company does not expect any material impact on its development timeline and its liquidity due to COVID-19. However, the Company experienced approximately six months of delays in clinical trials due to slow-downs of recruitment for trials generally. The Company continues to assess the effect on its operations by monitoring the status of COVID-19.

Basis of presentation

The consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

Use of estimates in the preparation of financial statements

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statements date and the reported expenses during the reporting periods. Actual results could differ from those estimates.

As applicable to these consolidated financial statements, the most significant estimates and assumptions relate to stock-based compensation, expectation of milestone payments and to the expected product submission date for revenue recognition purposes.

Functional currency

The currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the U.S. dollar (“$” or “dollar”). Therefore, the functional currency of the Company and its subsidiaries is the dollar.

Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in foreign currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For foreign transactions and other items reflected in the statements of operations, the following exchange rates are used: (1) for transactions – exchange rates at transaction dates or average rates and (2) for other items (derived from non-monetary balance sheet items such as depreciation) – historical exchange rates. The resulting transaction gains or losses are carried to financial income or expenses, as appropriate.

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.

Cash equivalents

The Company considers all short-term, highly liquid investments, which include short-term deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash, to be cash equivalents.

Fair value measurement:

The Company measures fair value and discloses fair value measurements for financial assets. Fair value is based on the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows:

	Level 1:	Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

	Level 2:	Observable prices that are based on 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 are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

	December 31, 2022
	Level 1		Level 2		Level 3		Fair Value
Assets:
Marketable Securities
DNA		352		-		-		352
Entera		85		-		-		85
	$	437		-		-	$	437

	December 31, 2021
	Level 1		Level 2		Level 3		Fair Value
Assets:
Marketable Securities
DNA		863		-		-		863
Entera		337		-		-		337
	$	1,200		-		-	$	1,200

As of December 31, 2022, the assets measured at fair value are comprised of equity securities (Level 1). The fair value of held to maturity bonds as presented in note 3 was based on a Level 2 measurement.

As of December 31, 2022, the carrying amounts of cash equivalents, short-term deposits and accounts payable approximate their fair values due to the short-term maturities of these instruments.

As of December 31, 2022, the carrying amounts of long-term deposits approximate their fair values due to the stated interest rates which approximate market rates.

The amounts funded in respect of employee rights are stated at cash surrender value which approximates its fair value.

Marketable securities

Equity securities

The Company classified the securities (investments in equity securities of DNA GROUP (T.R.) Ltd. (“DNA”), Entera Bio Ltd. (“Entera”) and other mutual funds) to financial assets measured at fair value through profit or loss.

Held to maturity securities

All debt securities are classified as held-to-maturity because the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity. On a continuous basis, management assesses whether there are any indicators that the value of the Company’s marketable securities may be impaired, which includes reviewing the underlying cause of any decline in value and the estimated recovery period, as well as the severity and duration of the decline. In the Company’s evaluation, the Company considers its ability and intent to hold these investments for a reasonable period of time sufficient for the Company to recover its cost basis. A marketable security is impaired if the fair value of the security is less than the carrying value of the security and such difference is deemed to be other-than temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the security over the estimated fair value of the security.

Long-term investment

The Company also invested in non-marketable equity securities, through an investment in a privately held company. This equity investment does not have a readily determinable fair value. The investment is measured under the measurement alternative in Accounting Standard Codification (“ASC”) 321 “Investments – Equity Securities” to the extent such an investment is not subject to consolidation or the equity method. Under the measurement alternative, this equity investment is carried at cost, less any impairment, adjusted for changes resulting from observable price changes in transactions for an identical or similar investment of the same issuer. The investment would be impaired in accordance with the provisions of ASC 820 “Fair Value Measurement” if, based on a qualitative assessment of impairment indicators, the fair value of the investment is less than its carrying amount. If considered impaired, the difference between the carrying amount and fair value would be recorded in the consolidated statement of operations. See note 6j.

Concentration of credit risks

Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents, short and long-term deposits, which are deposited in major financial institutions, and marketable securities. The Company is of the opinion that the credit risk in respect of these balances is remote.

Income taxes

Deferred taxes

Deferred taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and tax bases of assets and liabilities under the applicable tax laws. Deferred tax balances are computed using the tax rates expected to be in effect when those differences reverse. A valuation allowance in respect of deferred tax assets is provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has provided a full valuation allowance with respect to its deferred tax assets. See note 10.

Regarding the Israeli subsidiary, the recognition is prohibited for deferred tax liabilities or assets that arise from differences between the financial reporting and tax bases of assets and liabilities that are measured from the local currency into dollars using historical exchange rates, and that result from changes in exchange rates or indexing for tax purposes. Consequently, the abovementioned differences were not reflected in the computation of deferred tax assets and liabilities.

Until the year ended August 31, 2019, the Israeli subsidiary measured its results for tax purposes in nominal terms in NIS. In order to avoid unfavorable tax implications derived from the fluctuations in the exchange rate, the Israeli subsidiary’s results for tax purposes are measured is U.S. dollars starting from the year ended August 31, 2020.

Taxes that would apply in the event of disposal of investments in the Israeli subsidiary have not been taken into account in computing deferred taxes, as it is the Company’s intention to hold this investment, not to realize it.

Uncertainty in income tax

The Company follows a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Such liabilities are classified as long-term, unless the liability is expected to be resolved within 12 months from the balance sheet date. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within income tax expenses.

Revenue recognition

HTIT

On November 30, 2015, the Company entered into a Technology License Agreement (the “TLA”), with Hefei Tianhui Incubator of Technologies Co. Ltd. (“HTIT”) and on December 21, 2015, the parties entered into an Amended and Restated Technology License Agreement that was further amended by the parties on June 3, 2016 and July 24, 2016 (the “HTIT License Agreement”). The HTIT License Agreement and a Stock Purchase Agreement, dated November 30, 2015, between the Company and HTIT (the “SPA”) were considered a single arrangement with multiple deliverables. The Company allocated the total consideration of $49,500 between the License Agreement and the SPA according to their fair value, as follows: $10,617 was allocated to the issuance of common stock (less issuance expenses of $23), based on the quoted price of the Company’s shares on the closing date of the SPA on December 28, 2015, and $38,883 was allocated to the License Agreement.

Under ASC 606, the Company identified a single performance obligation in the agreement and determined that the license and services are not distinct as the license and services are highly dependent on each other. In other words, HTIT cannot benefit from the license without the related services, and vice versa.

Since the customer benefits from the services as the entity performs, revenue is recognized over time through the expected product submission date in June 2023, using the input method. The Company used the input method to measure the process for the purpose of recognizing revenue, which approximates the straight-line attribution. The Company used significant judgment when it determined the product submission date.

Under ASC 606, the consideration that the Company would be entitled to upon the achievement of contractual milestones, which are contingent upon the occurrence of future events, are a form of variable consideration. When assessing the portion, if any, of such milestones-related consideration to be included in the transaction price, the Company first assesses the most likely outcome for each milestone and excludes the consideration related to milestones of which the occurrence is not considered the most likely outcome.

The Company then evaluates if any of the variable consideration determined in the first step is constrained by including in the transaction price variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company used significant judgment when it determined the first step of variable consideration.

The potential future royalty consideration is also considered a form of variable consideration under ASC 606 as it is based on a percentage of potential future sales of the Company’s products. However, the Company applies the sales-based royalty exception and accordingly will recognize the sales-based royalty amounts when the related sale has occurred. To date, the Company has not recognized any royalty-related revenue.

As of December 31, 2022, an aggregate amount of $22,382 was allocated to the HTIT License Agreement, all of which were received through the balance sheet date. Through December 31, 2022, the Company recognized revenue associated with this agreement in the aggregate amount of $19,042 (of which $2,703 was recognized in the year ended December 31, 2022), and deferred the remaining amount of $3,340, which is presented as a contract liability on the consolidated balance sheet.

Medicox

On November 13, 2022, the Company entered into a distribution license agreement (“Medicox License Agreement”) with Medicox Co., Ltd. (“Medicox”). The Medicox License Agreement grants Medicox an exclusive license to apply for regulatory approval and distribute ORMD-0801 in the Republic of Korea. For further details, see note 6f.

Under ASC 606, the Company identified Medicox as a customer and the Medicox License Agreement as a contract with a customer.

The Company identified a performance obligation in the Medicox License Agreement to stand-ready and provide Medicox with support in its commercialization efforts in the Republic of Korea. This performance obligation includes a non-distinct distribution license for ORMD-0801, which the Company views a predominant item in the combined performance obligation. The Company concluded that the license is not distinct, as no party other than the Company is capable of providing related services to Medicox, and both the license and related services are necessary for the customer to obtain a regulatory approval in the Republic of Korea. In addition, the agreement covers the terms of future manufacturing services, that are contingent on the completion and success of the commercialization efforts.

The Medicox License Agreement contains a fixed consideration of $2,000, which was received by the Company as of December 31, 2022 and is presented under long-term deferred revenues. It also contains variable consideration of contractual milestone payments and sales-based royalties.

The Company’s obligation to stand-ready and support Medicox will be recognized on a straight-line basis over the period the Company expects to provide support to Medicox. As of December 31, 2022, this support has not commenced, and no revenue was recognized from the Medicox License Agreement.

If Medicox proceeds with the regulatory approval process in the Republic of Korea, the Company expects most of the revenue to be recognized in 2024, going forward. The Company notes that its Phase 3 trial did not meet its primary and secondary endpoints (see note 13). If Medicox chooses to terminate the agreement as a result of the outcome of the Phase 3 trials, the Company will accelerate revenue recognition and recognize it in 2023.

Research and development

Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of salaries, employee benefits, the cost of supplies, the cost of services provided by outside contractors, including services related to the Company’s clinical trials, clinical trial expenses and the full cost of manufacturing drug for use in research and preclinical development. All costs associated with research and development are expensed as incurred.

Clinical trial costs are a significant component of research and development expenses and include costs associated with third-party contractors. The Company outsources a substantial portion of its clinical trial activities, utilizing external entities such as Clinical Research Organizations (“CROs”), independent clinical investigators, and other third-party service providers to assist the Company with the execution of its clinical trials. For each clinical trial that the Company conducts, clinical trial costs are expensed immediately.

Stock-based compensation

Equity awards granted to employees are accounted for using the grant date fair value method. The grant date fair value is determined as follows: for stock options and restricted stock units (“RSUs”) with an exercise price using the Black Scholes pricing model, for stock options and RSUs with market conditions using a Monte Carlo model and for RSUs with service conditions based on the grant date share price. The fair value of share based payment awards is recognized as an expense over the requisite service period. The expected term is the length of time until the expected dates of exercising the award and is estimated using the simplified method due to insufficient specific historical information of employees’ exercise behavior, unless the award includes a market condition, in which case the contractual term is used. The volatility is based on a historical volatility, by statistical analysis of the weekly share price for past periods. The Company elected to recognize compensation cost for awards granted to employees that have a graded vesting schedule using the accelerated method based on the multiple-option award approach. For awards with only market conditions, compensation expense is not reversed if the market conditions are not satisfied.

The Company elects to account for forfeitures as they occur.

Loss per common share

Basic and diluted net loss per common share are computed by dividing the net loss attributable to stockholders for the period by the weighted average number of shares of common stock outstanding for each period, including vested RSUs. Outstanding stock options, warrants and RSUs have been excluded from the calculation of the diluted loss per share because all such securities are anti-dilutive for all periods presented. The weighted average number of stock options, warrants and RSUs excluded from the calculation of diluted net loss was 3,356,203 for the year ended December 31, 2022, 3,894,588 for the four month period ended December 31, 2021 and 5,042,299 for the year ended August 31, 2021.

Asset acquisition

When determining whether a transaction gives rise to an acquisition of a business or asset group, the Company applies a screening test to determine whether substantially all of the fair value of the gross assets acquired in the transaction is concentrated in a single identifiable asset or group of similar identifiable assets. If so, then the assets are not considered a business and the transaction is accounted for as an asset acquisition.

When a transaction is accounted for as an asset acquisition, an IPR&D asset is only capitalized if it has an alternative future use other than in a particular research and development project. Otherwise, amounts allocated to IPR&D that have no alternative use are expensed.

The Company has elected an accounting policy to measure non-controlling interests in an asset acquisition at fair value on the date of acquisition.

Leases

The Company leases real estate and cars for use in its operations, which are classified as operating leases. In addition to rent, the leases may require the Company to pay directly for fees, insurance, maintenance and other operating expenses.

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right of use assets and operating lease liabilities in the consolidated balance sheets. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. Lease expenses are recognized on a straight-line basis over the lease term.

The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities but recognizes lease expenses over the lease term on a straight line basis. The Company also elected the practical expedient to not separate lease and non-lease components for all of its leases.

Lease terms will include options to extend or terminate the lease when it is reasonably certain that the Company will either exercise or not exercise the option to renew or terminate the lease.

The Company’s lease agreements have remaining lease terms ranging from 1 year to 4 years. Some of these agreements include options to extend the leases for up to an additional 5 years and some include options to terminate the leases immediately. See also note 6h.

Recently issued Accounting Pronouncements, not yet adopted

In June 2016, the Financial Accounting Standards Board issued ASU 2016-13 “Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments.” This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance will be effective for the fiscal year beginning after December 15, 2022, including interim periods within that year. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

Short-Term Deposits

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

SHORT-TERM DEPOSITS

NOTE 2 - SHORT-TERM DEPOSITS:

Composition:

	December 31,
	2022					2021
	Annual interest rate			Amount		Annual interest rate			Amount
Dollar deposits		0.93-6.81	%	$	111,513		0.73-0.93	%	$	111,077

Marketable Securities

12 Months Ended

Dec. 31, 2022

Marketable Securities [Abstract]

MARKETABLE SECURITIES

NOTE 3 - MARKETABLE SECURITIES:

Composition:

The Company’s marketable securities include investments in equity securities of DNA and Entera and in held to maturity securities.

Composition:

	December 31,
	2022		2021
Short-term:
DNA (see b below)	$	352	$	863
Entera (see c below)		85		337
Held to maturity securities (see d below)		3,306		6,547
	$	3,743	$	7,747

Long-term:
Held to maturity securities (see d below)	$	-	$	3,875
	$	3,743	$	11,622

DNA

DNA’s ordinary shares are traded on the Tel Aviv Stock Exchange. The fair value of those securities is measured at the quoted prices of the securities on the measurement date.

During the year ended December 31, 2022, the four month period ended December 31, 2021 and the year ended August 31, 2021 the Company did not sell any of DNA’s ordinary shares. As of December 31, 2022, the Company owns approximately 1.4% of DNA’s outstanding ordinary shares.

The cost of the securities as of both December 31, 2022 and 2021 was $595.

Entera

Entera ordinary shares have been traded on The Nasdaq Capital Market since June 28, 2018. The Company measures the investment at fair value from such date, since it has a readily determinable fair value (prior to such date the investment was accounted for as a cost method investment (amounting to $1)).

Held to maturity securities

The amortized cost and estimated fair value of held-to-maturity securities at December 31, 2022, were as follows:

	December 31, 2022
	Amortized cost		Gross unrealized gains (losses)			Estimated fair value		Average yield to maturity rate
Short-term:
Commercial bonds	$	3,258	$	(82	)	$	3,176		1.07	%
Accrued interest		48		-			48
	$	3,306	$	(82	)	$	3,224

The amortized cost and estimated fair value of held-to-maturity securities at December 31, 2021, are as follows:

	December 31, 2021
	Amortized cost		Gross unrealized gains (losses)			Estimated fair value		Average yield to maturity rate
Short-term:
Commercial bonds	$	6,432	$	(115	)	$	6,317		1.37	%
Accrued interest		115		-			115

Long-term		3,875		(29	)		3,846		1.20	%
	$	10,422	$	(144	)	$	10,278

Held to maturity securities which will mature during the 12 months from the balance sheet date are included in short-term marketable securities. Held to maturity securities with maturity dates of more than one year are considered long-term marketable securities.

Long-Term Deposits

12 Months Ended

Dec. 31, 2022

Long-Term Deposits [Abstract]

LONG-TERM DEPOSITS

NOTE 4 - LONG-TERM DEPOSITS:

	December 31,
	2022		2021
Composition:
Long-term deposits*	$	-	$	25,092
Lease car deposits		7		2
	$	7	$	25,094

Long term deposits include one deposit of $25,000 with an annual interest rate of 0.93% and a maturity date of August 10, 2023.

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

Composition:
	December 31,
	2022		2021
Accounts payable	$	2,175	$	1,692
Payroll and related accruals		529		1,197
Institutions		11		531
Accrued liabilities		1,443		1,115
	$	4,158	$	4,535

Commitments

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS

NOTE 6 - COMMITMENTS:

In March 2011, the Subsidiary sold shares of its investee company, Entera, to DNA, retaining 117,000 ordinary shares (after giving effect to a stock split by Entera in July 2018). In consideration for the shares sold to DNA, the Company received, among other payments, ordinary shares of DNA (see also note 3).

As part of this agreement, the Subsidiary entered into a patent transfer agreement (the “Patent Transfer Agreement”), according to which the Subsidiary assigned to Entera all of its rights to a patent application related to the oral administration of proteins that it has licensed to Entera since August 2010, in return for royalties of 3% of Entera’s net revenues and a license back of that patent application for use in respect of diabetes and influenza. As of December 31, 2022, Entera had not paid any royalties to the Subsidiary. On December 11, 2018, Entera announced that it had entered into a research collaboration and license agreement with Amgen, Inc. (“Amgen”). To the extent that the license granted to Amgen results in net revenues as defined in the Patent Transfer Agreement, the Subsidiary will be entitled to the aforementioned royalties. As part of a consulting agreement with a third party dated February 15, 2011, the Subsidiary is obliged to pay this third party royalties of 8% of the net royalties received in respect of the patent that was sold to Entera in March 2011.

According to the HTIT License Agreement, the Company granted HTIT an exclusive commercialization license in the territory of the People’s Republic of China, Macau and Hong Kong (the “Territory”), related to the Company’s oral insulin capsule, ORMD-0801 (the “Product”). Pursuant to the HTIT License Agreement, HTIT will conduct, at its own expense, certain pre-commercialization and regulatory activities with respect to the Subsidiary’s technology and ORMD-0801 capsule, and will pay to the Subsidiary (i) royalties of 10% on net sales of the related commercialized products to be sold by HTIT in the Territory (“Royalties”), and (ii) an aggregate of $37,500, of which $3,000 was payable immediately, $8,000 will be paid subject to the Company entering into certain agreements with certain third parties, and $26,500 will be paid upon achievement of certain milestones and conditions. In the event that the Company does not meet certain conditions, the Royalties rate may be reduced to a minimum of 8%. Following the final expiration of the Company’s patents covering the technology in the Territory in 2033, the Royalties rate may be reduced, under certain circumstances, to 5%.

The royalty payment obligation shall apply during the period of time beginning upon the first commercial sale of the Product in the Territory, and ending upon the later of (i) the expiration of the last-to-expire licensed patents in the Territory; and (ii) 15 years after the first commercial sale of the Product in the Territory.

The HTIT License Agreement shall remain in effect until the expiration of the royalty term. The License Agreement contains customary termination provisions.

Among others, the Company’s involvement through the product submission date will include consultancy for the pre-commercialization activities in the Territory, as well as advisory services to HTIT on an ongoing basis.

As of December 31, 2022, the Company has received milestone payments in an aggregate amount of $20,500 as follows: the initial payment of $3,000 was received in January 2016. Following the achievement of certain milestones, the second and third payments of $6,500 and $4,000, respectively, were received in July 2016, the fourth milestone payment of $4,000 was received in October 2016 and the fifth milestone payment of $3,000 was received in January 2019.

On August 21, 2020, the Company received a letter from HTIT, disputing certain pending payment obligations of HTIT under the TLA. The payment obligation being disputed is $6,000, out of which only an amount of $2,000 has been received and has been included in deferred revenue in each of the consolidated balance sheets as of the years ended December 31, 2022, and December 31, 2021. The Company wholly disputes the claims made by HTIT and has been engaged in discussions and exchanges with HTIT in an attempt to clarify and resolve disagreements between the parties regarding milestone payments and work plan implementation.

In addition, on November 30, 2015, the Company entered into the SPA with HTIT, according to which, the Company issued 1,155,367 shares of common stock to HTIT for $12,000. The transaction closed on December 28, 2015.

The HTIT License Agreement and the SPA were considered a single arrangement with multiple deliverables. The Company allocated the total consideration of $49,500 between the HTIT License Agreement and the SPA according to their fair value, as follows: $10,617 was allocated to the issuance of common stock (less issuance expenses of $23), based on the quoted price of the Company’s shares on the closing date of the SPA on December 28, 2015, and $38,883 was allocated to the HTIT License Agreement. The Company determined that revenues are recognized over time through the expected product submission date in June 2023.

In July 2015, according to the letter of intent signed between the parties or their affiliates, HTIT’s affiliate paid the Subsidiary a non-refundable amount of $500 as a no-shop fee. The no-shop fee was deferred and the related revenue is recognized over the estimated term of the HTIT License Agreement.

For the Company’s revenue recognition policy, see note 1l.

On December 18, 2017, the Subsidiary entered into an agreement with a vendor for the process development and production of one of its oral capsule ingredients in the amount of $2,905 that will be paid over the term of the engagement and based on the achievement of certain development milestones, of which $1,592 was recognized in research and development expenses through December 31, 2022.

On September 2, 2020 (effective as of January 15, 2020), the Subsidiary entered into a CRO Services Agreement with a third party to retain it as a CRO for the Subsidiary’s Phase 3 clinical trial for its oral insulin. The CRO Services Agreement was amended effective May 26, 2022 and as consideration for its services, the Subsidiary will pay the CRO a total amended amount of $22,684 during the term of the engagement and based on achievement of certain milestones, of which $16,356 was recognized in research and development expenses through December 31, 2022.

On September 16, 2020 (effective as of January 15, 2020), the Subsidiary entered into a CRO Services Agreement with a third party to retain it as a CRO for the Subsidiary’s Phase 3 clinical trial for its oral insulin The CRO Services Agreement was amended effective May 26, 2022 and as consideration for its services, the Subsidiary will pay the CRO a total amended amount of $15,796 during the term of the engagement and based on achievement of certain milestones, of which $7,586 was recognized in research and development expenses through December 31, 2022.

On November 13, 2022, the Company entered the Medicox License Agreement with Medicox.

The Medicox License Agreement grants Medicox an exclusive license to apply for regulatory approval and distribute ORMD-0801 in the Republic of Korea. The Medicox License Agreement is for ten years, but the parties have the right to terminate it with a 180 days-notice.

Medicox will comply with agreed distribution targets and will purchase ORMD-0801 at an agreed upon transfer price per capsule. In addition, Medicox will pay the Company up to $15,000 in developmental milestones, $2,000 of which have already been received by the Company, and up to 15% royalties on gross sales. Medicox will also be responsible for obtaining a regulatory approval in the Republic of Korea.

The Company is currently evaluating with Medicox a path forward to continue its collaboration, following the results of our ORA-D-013-1 Phase 3 trial.

For the Company’s revenue recognition policy, see note 1l.

Grants from the Israel Innovation Authority (“IIA”)

Under the terms of the Company’s funding from the IIA, royalties of 3% are payable on sales of products developed from a project so funded, up to a maximum amount equaling 100%-150% of the grants received (dollar linked) with the addition of interest at an annual rate based on LIBOR.

At the time the grants were received, successful development of the related projects was not assured. The total amount that was received through December 31, 2022 was $2,208 ($2,536 including LIBOR). All grants were received before the year ended August 31, 2020 and recorded as a reduction of research and development expenses at that time.

As of December 31, 2022, the liability to the IIA was $133.

The royalty expenses which are related to the funded project were recognized in cost of revenues in the relevant periods.

Leases

On August 2, 2020, the Subsidiary entered into a lease agreement for its facilities in Israel. The lease agreement is for a period of 60 months commencing September 1, 2020. The Subsidiary has the option to extend the period for another 60 months. The annual lease payment, including management fees, as of December 31, 2022 is approximately NIS 435 ($124). As security for its obligation under this lease agreement, the Company provided a bank guarantee in an amount equal to three monthly lease payments. For accounting purposes, the lease period is 60 months.

On December 2, 2021, the Subsidiary entered into an addendum (the “Addendum”) to the current lease agreement for its facilities in Israel. The Addendum refers to the lease of an additional space of 264 square meters for a period of 60 months commencing February 1, 2022. The Subsidiary has the option to extend the period for another 60 months. The annual lease payment, including management fees, is approximately NIS 435 ($124). As security for its obligation under the Addendum, the Company provided a bank guarantee in an amount equal to three monthly lease payments. For accounting purposes, the lease commenced on February 1, 2022 as the Subsidiary did not have access to the space until that date. For accounting purposes, the lease period is 60 months.

The total expenses related to leases were $264 for the year ended December 31, 2022, $61 for the four month period ended December 31, 2021 and $124 for the year ended August 31, 2021.

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

The Company has various operating leases for office space and vehicles that expire through 2027. Below is a summary of the Company’s operating right-of-use assets and operating lease liabilities as of December 31, 2022 and 2021:

	December 31, 2022			December 31, 2021
Operating right-of-use assets	$	987		$	500

Operating lease liabilities, current		247			130
Operating lease liabilities long-term		647			370
Total operating lease liabilities	$	894		$	500

Weighted Average of Remaining Lease Term
Operating leases		3.41			3.58

Weighted Average Discount Rate
Operating leases		3.15	%		3.00	%

Lease payments for the Company’s right-of-use assets over the remaining lease periods as of December 31, 2022 are as follows:

	December 31, 2022

2023	$	291
2024		291
2025		228
2026		124
2027		10
Total undiscounted lease payments		944
Less: Interest*		(50	)
Present value of lease liabilities	$	894

*	Future lease payments were discounted by 3%-3.15% interest rate.

Legal expenses

Following the Company’s 2019 annual meeting of stockholders, a complaint was filed in the Court of Chancery of the State of Delaware against the Company and the members of the Board of Directors. On April 27, 2022, the Court of Chancery of the State of Delaware approved the terms of a settlement between the Company and the plaintiff in the complaint, awarding the plaintiff an amount of $850 in attorneys’ fees, which was paid on April 28, 2022 and included in general and administrative expenses in the first quarter of 2022. All other details of the settlement were previously agreed by the parties and acted upon at the Company’s 2021 annual meeting of stockholders.

Investment in Diasome Pharmaceuticals, Inc.

On August 26, 2022, the Company entered into a stock purchase agreement with Diasome Pharmaceuticals, Inc. (“Diasome”) pursuant to which the Company purchased shares of Series B preferred stock of Diasome for an aggregate purchase price of approximately $2,700. Following the purchase, the Company holds less than 5% of the issued and outstanding stock of Diasome on a diluted basis. The stock purchase agreement provides the Company with the option to purchase additional preferred shares of stock on a pro rata basis at similar terms to the terms and conditions of the current round contingent upon Diasome achieving certain milestones.

The Company accounts for the investment under the measurement alternative in ASC 321 “Investments – Equity Securities,” whereby the equity investment is recorded at cost, less impairment. The carrying amount will be subsequently remeasured to its fair value in accordance with the provisions of ASC 820 “Fair Value Measurement” when observable price changes occur as of the date the transaction occurred, or it is impaired. Any adjustments to the carrying amount are recorded in net income.

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 7 - STOCKHOLDERS’ EQUITY:

The following are the significant capital stock transactions that took place during the year ended December 31, 2022, four month period ended December 31, 2021 and the year ended August 31, 2021:

In August 2019, the Company became aware of a shareholder derivative claim and putative class action alleging, among other things, that the Second Amended and Restated 2008 Stock Incentive Plan (the “2008 Plan”) may have terminated in 2018. However, the Company disputed these claims and believes that the 2008 Plan does not terminate until 2026 and any suggestion to the contrary is not well-founded. For the sake of clarity and out of an abundance of caution, the Company adopted a new option plan, which was approved at its 2019 shareholder meeting. Such 2019 Stock Incentive Plan, as amended and restated (the “2019 Plan”) originally allowed the Company to grant up to 1,000,000 options. Since the Company had granted options during the time after the old plan allegedly terminated, and out of an abundance of caution, the Company canceled these grants and reissued the options under the new option plan in the same amounts and under the same terms as the original grants. The cancelation and grants were approved by the Board of Directors on September 11, 2019. Out of the available options under the 2019 Plan, the Company granted 563,646 to replace the options under dispute as mentioned above. The cancellation of the award accompanied by the concurrent grant of a replacement award was accounted for as modification of the terms of the cancelled award. Since the replacement award was given under the same terms as the cancelled award, no incremental compensation cost was recognized. On August 3, 2020, the stockholders of the Company adopted the amended and restated 2019 Plan which increased the shares available to grant under the plan by an additional 2,000,000 to 3,000,000 options.

On June 30, 2022, the stockholders of the Company adopted the amended and restated 2019 Plan, which increased the shares available for grant under the plan by an additional 4,500,000 to 7,500,000 options.

On September 5, 2019, the Company entered into an Equity Distribution Agreement (the “Sales Agreement”), pursuant to which the Company could, from time to time and at the Company’s option, issue and sell shares of Company common stock having an aggregate offering price of up to $15,000, through a sales agent, subject to certain terms and conditions. Any shares sold were to be sold pursuant to the Company’s effective shelf registration statement on Form S-3 including a prospectus and prospectus supplement, each dated February 10, 2020 (which superseded a prior registration statement, prospectus and prospectus supplement that related to shares sold under the Sales Agreement). The Company paid the sales agent a cash commission of 3.0% of the gross proceeds of the sale of any shares sold through the sales agent under the Sales Agreement. As of December 31, 2022, 3,212,621 shares were issued under the Sales Agreement for aggregate net proceeds of $14,397.

On December 1, 2020, the Company entered into a new equity distribution agreement (the “New Sales Agreement”), pursuant to which the Company could, from time to time and at the Company’s option, issue and sell shares of Company common stock having an aggregate offering price of up to $40,000, through a sales agent, subject to certain terms and conditions. Any shares sold will be sold pursuant to the Company’s effective shelf registration statement on Form S-3 including a prospectus dated February 10, 2020 as supplemented by a prospectus supplement dated December 1, 2020. The Company paid the sales agent a cash commission of 3.0% of the gross proceeds of the sale of any shares sold through the sales agent under the New Sales Agreement. As of December 31, 2022, 4,061,956 shares were issued under the New Sales Agreement for aggregate net proceeds of $38,799.

On June 16, 2021, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC, as agent (“Canaccord Genuity”), pursuant to which the Company could issue and sell shares of its common stock having an aggregate offering price of up to $28,000 from time to time through Canaccord Genuity. The Equity Distribution Agreement replaced the New Sales Agreement, once it had been exhausted. Any shares sold will be sold pursuant to the Company’s effective shelf registration statement on Form S-3 including a prospectus dated February 10, 2020 and prospectus supplement dated June 16, 2021. The Company paid the sales agent a cash commission of 3.0% of the gross proceeds of the sale of any shares sold through the sales agent under the Equity Distribution Agreement. As of December 31, 2022, 1,823,287 shares were issued under the Equity Distribution Agreement for aggregate net proceeds of $27,119.

On July 15, 2021, the Company entered into a new equity distribution agreement (the “New Equity Distribution Agreement”) with Canaccord Genuity, pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $100,000 from time to time through Canaccord Genuity. The New Equity Distribution Agreement replaced the Equity Distribution Agreement, once it had been exhausted. Any shares sold will be sold pursuant to the Company’s effective shelf registration statement on Form S-3 including a prospectus dated July 15, 2021. The Company paid the sales agent a cash commission of 3.0% of the gross proceeds of the sale of any shares sold through the sales agent under the New Equity Distribution Agreement. As of December 31, 2022, 273,997 shares were respectively issued under the New Equity Distribution Agreement for aggregate net proceeds of $5,129.

On September 1, 2021, the Company entered into a controlled equity offering agreement (the “Cantor Equity Distribution Agreement”) with Cantor Fitzgerald & Co., as agent, pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $100,000, through a sales agent, subject to certain terms and conditions. Any shares sold will be sold pursuant to the Company’s effective shelf registration statement on Form S-3 including a prospectus dated July 26, 2021 and prospectus supplement dated September 1, 2021. The Company paid the sales agent a cash commission of 3.0% of the gross proceeds of the sale of any shares sold through the sales agent under the Cantor Equity Distribution Agreement. As of December 31, 2022 and through March 6, 2023, 1,778,147 and 1,971,447 shares were issued under the Cantor Equity Distribution Agreement for aggregate net proceeds of $23,823 and $26,253, respectively.

On November 3, 2021, the Company entered into a securities purchase agreement with several institutional and accredited investors (the “Purchasers”), pursuant to which the Company agreed to sell, in a registered direct offering (the “Offering”), an aggregate of 2,000,000 shares of the Company’s common stock to the Purchasers for an offering price of $25 per share. The closing of the sale of the shares occurred on November 5, 2021. The net proceeds to the Company from the Offering, after deducting the placement agent’s fees and expenses and the Company’s Offering expenses, were approximately $46,375.

As of December 31, 2022, the Company had outstanding warrants exercisable commencing January 6, 2019 for 150,705 shares of common stock at exercise prices ranging from $4.13 to $4.80 per share and expiring from April 10, 2023 to April 15, 2029.

The following table presents the warrant activity for the year ended December 31, 2022, four month period ended December 31, 2021 and year ended August 31, 2021:

	Year ended December 31,				Four months ended December 31,				Year ended August 31,
	2022				2021				2021
	Warrants		Weighted- Average Exercise Price		Warrants		Weighted- Average Exercise Price		Warrants		Weighted- Average Exercise Price
Warrants outstanding at beginning of the period		158,375	$	4.78		232,175	$	5.57		3,407,820	$	6.98
Issued		-	$	-		-	$	-			$
Exercised		4,200	$	4.8		73,800	$	7.25		3,175,645	$	7.07
Expired		3,470	$	7.81		-	$	-		-	$	-
Warrants outstanding at end of the period		150,705	$	4.71		158,375	$	4.78		232,175	$	5.57
Warrants exercisable at end of the period		150,705	$	4.71		158,375	$	4.78		232,175	$	5.57

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 13
-Subparagraph (b)
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

NOTE 8 - STOCK-BASED COMPENSATION:

The Company makes awards only under the 2019 Plan, under which, the Company had reserved a pool of 7,500,000 shares of the Company’s common stock which may be issued at the discretion of the Board of Directors from time to time. Under this 2019 Plan, each option or RSU is exercisable into one share of common stock of the Company. The options may be exercised after vesting and in accordance with vesting schedules which will be determined by the Board of Directors for each grant. The maximum term of the options and RSUs is 10 years.

The following are the significant stock options and RSUs transactions with employees, board members and non-employees made during the year ended December 31, 2022, the four month period ended December 31, 2021 and the year ended August 31, 2021:

On February 3, 2021, the Company granted options to purchase an aggregate of 340,000 shares of common stock of the Company at an exercise price of $10.40 per share (equivalent to the closing price of the Company’s common stock on the date of grant) as follows: 150,000 to the CEO, 100,000 to the CSO, 40,000 to the Company’s former Chief Financial Officer and 50,000 to the Company’s Chief Operating & Business Officer. The options shall vest in four equal annual installments, on each of December 31, 2021, 2022, 2023 and 2024. As of December 31, 2022, 160,000 of such options are vested. These options expire on February 3, 2031. The fair value of all these options on the date of grant was $1,987, using the Black Scholes option-pricing model and was based on the following assumptions: stock price of $10.40; dividend yield of 0% for all years; expected volatility of 61.07%; risk-free interest rates of 0.64%; and expected term of 6.21 years.

On February 3, 2021, the Company granted a total of 680,000 RSUs as follows: 300,000 to the CEO, 200,000 to the CSO, 80,000 to the Company’s former Chief Financial Officer and 100,000 to the Company’s Chief Operating and Business Officer. These RSUs were granted under the Company’s 2019 Plan and shall vest as follows: 226,666 shall vest upon the Company’s common stock achieving a price per share of $15 during 20 days out of any 30-day trading period, 226,667 shall vest upon the Company’s common stock achieving a price per share of $25 during 20 days out of any 30-day trading period, and 226,667 upon achievement of a certain licensing agreement as specified by the Board of Directors. The total fair value of these RSUs on the date of the grant was $4,511, using the Monte-Carlo model.

On February 17, 2021, the Company granted options to purchase an aggregate of 15,000 shares of common stock of the Company at an exercise price of $11.33 per share (equivalent to the closing price of the Company’s common stock on the date of grant) to the former chairman of the Board of Directors. The options shall vest in three equal annual installments, on each of December 31, 2021, 2022 and 2023. These options expired upon the expiration of the former chairman’s term as a director. The total fair value of these options on the date of grant was $98, using the Black Scholes option-pricing model and was based on the following assumptions: stock price of $11.33; dividend yield of 0% for all years; expected volatility of 64.39%; risk-free interest rates of 0.76%; and expected term of 5.94 years.

On February 17, 2021, the Company granted a total of 30,000 RSUs to the former chairman of the Board of Directors. These RSUs were granted under the Company’s 2019 Plan and shall vest as follows: 10,000 shall vest upon the Company’s common stock achieving a price per share of $15 during 20 days out of any 30-day trading period, 10,000 shall vest upon the Company’s common stock achieving a price per share of $25 during 20 days out of any 30-day trading period, and 10,000 upon achievement of a certain licensing agreement as specified by the Board of Directors. 10,000 RSUs vested on August 31, 2021 and the remainder expired upon the expiration of the former chairman’s term as a director. The total fair value of these RSUs on the date of the grant was $217, using the Monte-Carlo model.

On August 4, 2021, the Company granted options to purchase an aggregate of 100,000 shares of common stock of the Company at an exercise price of $15.10 per share (equivalent to the closing price of the Company’s common stock on the date of grant) to the Chief Commercial Officer. The options shall vest as follows: 12,500 on December 31, 2021, three equal annual installments of 25,000 on each of December 31, 2022, 2023 and 2024 and 12,500 on August 4, 2025. As of December 31, 2022, 37,500 of such options are vested. These options expire on August 4, 2031. The fair value of all these options on the date of grant was $860, using the Black Scholes option-pricing model and was based on the following assumptions: stock price of $15.10; dividend yield of 0% for all years; expected volatility of 61.98%; risk-free interest rates of 0.82%; and expected term of 6.17 years.

On August 4, 2021, the Company granted a total of 100,000 RSUs to the Chief Commercial Officer. These RSUs were granted under the Company’s 2019 Plan and shall vest as follows: 33,333 shall vest upon the Company’s common stock achieving a price per share of $15 during 20 days out of any 30-day trading period, 33,333 shall vest upon the Company’s common stock achieving a price per share of $25 during 20 days out of any 30-day trading period, and 33,334 upon achievement of a certain licensing agreement as specified by the Board of Directors. The total fair value of these RSUs on the date of the grant was $985, using the Monte-Carlo model.

On September 1, 2021, the Company granted options to its Chief Financial Officer to purchase an aggregate of 50,000 shares of common stock of the Company at an exercise price of $20.19 per share. The options shall vest in four equal installments of 12,500 options on each of June 27, 2022, June 27, 2023, June 27, 2024 and June 27, 2025. As of December 31, 2022, 12,500 of such options are vested. In addition, the Company granted 50,000 RSUs that shall vest as follows:

33,333 if the closing price per share of the Company’s common stock will be at least $25 for at least 20 days out of any 30-trading; and

If the first condition was met any time before June 27, 2022, then the RSUs would have vested in three equal installments (on June 27, 2022, June 27, 2023 and June 27, 2024).

If the first condition is met any time between June 27, 2022 and June 27, 2023, then 1/3 of the RSUs will vest immediately, and the remainder will vest in two equal installments (on June 27, 2023 and June 27, 2024).

If the first condition is met any time between June 27, 2023 and June 27, 2024, then 2/3 of the RSUs will vest immediately, and the remaining 1/3 will vest on June 27, 2024).

If the first condition is met any time after June 27, 2024, then the RSUs will vest immediately.

16,667 upon achievement of a certain licensing agreement as specified by the Board of Directors; and

If the first condition was met any time before June 27, 2022, then the RSUs would have vested in three equal installments (on June 27, 2022, June 27, 2023 and June 27, 2024).

If the first condition is met any time between June 27, 2023 and June 27, 2024, then 2/3 of the RSUs will vest immediately, and the remaining 1/3 will vest on June 27, 2024).

If the first condition is met any time after June 27, 2024, then the RSUs will vest immediately.

These options and RSUs expire on September 1, 2031.

The total value of the options and RSUs is $1,572. The fair value of the options was calculated using the Black Scholes option-pricing model and was based on the following assumptions: stock price of $20.19; dividend yield of 0% for all years; expected volatility of 61.62%; risk-free interest rates of 0.93%; and expected term of 6.16 years.

On January 3, 2022, the Company granted an aggregate of 150,000 shares of the Company’s common stock to its President and Chief Executive Officer. The total fair value of these shares on the date of grant was $2,084, using the quoted closing market share price of $13.89 on the Nasdaq Capital Market on the date of grant.

On January 3, 2022, the Company granted an aggregate of 207,500 RSUs representing a right to receive shares of the Company’s common stock to the Company’s employees and members of the Board of Directors as follows: 63,000 to the President and Chief Executive Officer; 42,000 to the Chief Scientific Officer; 21,000 to the Chief Operating and Business Officer, 19,000 to the Chief Financial Officer and Treasurer, 19,000 to the Chief Commercial Officer, 18,000 to the Chief Legal Officer and Secretary (effective as of the time his employment with the Company commenced on January 9, 2022), an aggregate of 24,000 to four board members and 1,500 to an employee. The RSUs vest in four equal annual installments on each of January 1, 2023, 2024, 2025 and 2026. The total fair value of these RSUs on the date of grant was $2,849, using the quoted closing market share price of $13.89 on the Nasdaq Capital Market on the date of grant and $12.03 for the Chief Legal Officer’s grant (equivalent to the closing price of the Company’s common stock on January 10, 2022, which represents the first trading date after his employment with the Company commenced).

On January 3, 2022, the Company granted options to purchase an aggregate of 321,500 shares of the Company’s common stock to the Company’s employees and board members at an exercise price of $13.89 per share (equivalent to the closing price of the Company’s common stock on the date of grant) as follows: 107,000 to the President and Chief Executive Officer; 72,000 to the Chief Scientific Officer; 36,000 to the Chief Operating and Business Officer, 32,000 to the Chief Financial Officer and Treasurer and 32,000 to the Chief Commercial Officer, an aggregate of 40,000 to four board members and 2,500 to an employee. The options vest in four equal annual installments on each of January 1, 2023, 2024, 2025 and 2026. As of December 31, 2022, none of such options are vested. These options expire on January 3, 2032. The total fair value of these options on the date of grant was $2,630, using the Black Scholes option-pricing model and was based on the following assumptions: stock price of $13.89; dividend yield of 0% for all years; expected volatility of 63.05%; risk-free interest rates of 1.46%; and expected term of 6.25 years.

On January 3, 2022, the Company granted options to purchase an aggregate of 30,000 shares of the Company’s common stock to the Company’s Chief Legal Officer and Secretary (effective as of the time his employment with the Company commenced on January 9, 2022), at an exercise price of $12.03 per share (equivalent to the closing price of the Company’s common stock on January 10, 2022, which represents the first trading date after his employment with the Company commenced). The options vest in four equal annual installments on each of January 1, 2023, 2024, 2025 and 2026. As of December 31, 2022, none of such options are vested. These options expire on January 3, 2032. The total fair value of these options on the date of grant was $214, using the Black Scholes option-pricing model and was based on the following assumptions: stock price of $12.03; dividend yield of 0% for all years; expected volatility of 63.22%; risk-free interest rates of 1.60%; and expected term of 6.25 years.

On May 2, 2022, the Company granted 4,500 RSUs representing a right to receive shares of the Company’s common stock to Mr. Yadin Rozov, a member of the Company’s board of directors. The RSUs shall vest in four equal annual installments on each of May 2, 2023, 2024, 2025 and 2026. The total fair value of these RSUs on the date of grant was $23, using the quoted closing market share price of $5.14 on the Nasdaq Capital Market on the last trading day before the date of grant.

On May 2, 2022, the Company granted options to purchase an aggregate of 7,500 shares of the Company’s common stock to Mr. Yadin Rozov, a member of the Company’s board of directors, at an exercise price of $5.14 per share (equivalent to the closing price of the Company’s common stock on the last trading day before the date of grant). The options shall vest in four equal annual installments on each of May 2, 2023, 2024, 2025 and 2026. As of December 31, 2022, none of such options are vested. These options expire on May 2, 2032. The total fair value of these options on the date of grant was $24, using the Black Scholes option-pricing model and was based on the following assumptions: stock price of $5.14; dividend yield of 0% for all years; expected volatility of 65.26%; risk-free interest rates of 3.03% and expected term of 6.26 years.

On July 28, 2022, the Company granted an aggregate of 404,100 RSUs representing a right to receive shares of the Company’s common stock to the Company’s executive officers, employees and board members. The RSUs granted to certain employees, executive officers and board members shall vest in three equal annual installments on each of January 1, 2024, 2025 and 2026 and the RSUs granted to certain employees will vest in three equal annual installments on each of January 1, 2023, 2024 and 2025. The total fair value of these RSUs on the date of grant was $3,423, using the quoted closing market share price of $8.47 on the Nasdaq Capital Market on the date of grant.

On July 28, 2022, the Company granted 34,000 shares of the Company’s common stock to each of the Company’s President and Chief Executive Officer and Chief Scientific Officer. These shares vested in full on August 1, 2022. The total fair value of these shares on the date of grant was $576, using the quoted closing market share price of $8.47 on the Nasdaq Capital Market on the date of grant.

On July 28, 2022, the Company granted an aggregate of 175,500 performance based RSUs (“PSUs”) representing a right to receive shares of the Company’s common stock to the Company’s executive officers. The PSUs were to vest in two installments upon achievement of the following milestones: (i) two thirds were to vest upon receipt of positive topline data in the first oral insulin Phase 3 clinical trial; and (ii) one third was to vest upon completion of enrollment of the second oral insulin Phase 3 clinical trial by June 30, 2023. Following the results of the ORA-D-013-1 Phase 3 trial and the termination of the ORA-D-013-2 Phase 3 trial, these performance goals have not been met and the PSUs did not vest. The total fair value of these PSUs on the date of grant was $1,486, using the quoted closing market share price of $8.47 on the Nasdaq Capital Market on the date of grant.

On September 18, 2022, Oravax granted options to purchase an aggregate of 328,318 shares of Oravax’s common stock to employees and board members of Oravax and to other service providers at an exercise price of $3.91 per share. The options will vest in four annual installments as follows: the first installment vested immediately on the grant date and the remaining three installments shall vest on each of December 31, 2022, 2023 and 2024. These options expire on September 18, 2032. The total fair value of these options on the date of grant was $665, using the Black Scholes option pricing model and was based on the following assumptions: stock price of $3.91; dividend yield of 0% for all years; expected volatility of 52.87%; risk-free interest rates of 3.62%; and expected term of 5.49 years.

Options to employees, directors and non-employees

The fair value of each option grant is estimated on the date of grant using the Black Scholes option-pricing model or Monte Carlo model with the following range of assumptions:

	For options granted in the year ended December 31,		For options granted in the four months ended December 31,		For options granted in the year ended August 31,
	2022		2021		2021
Expected option life (years)		6.25-6.26		6.16		5.94-6.21
Expected stock price volatility (%)		63.05-65.26		61.62		61.07-64.39
Risk free interest rate (%)		1.46-3.03		0.93		0.64-0.82
Expected dividend yield (%)		0.0		0.0		0.0

A summary of the status of the stock options granted to employees and directors as of December 31, 2022 and 2021 and August 31, 2021 and changes during the year ended December 31, 2022, for the four month period ended December 31, 2021 and for the year ended August 31, 2021, is presented below:

	Year ended December 31,					Four months ended December 31,					Year ended August 31,
	2022					2021					2021
	Number of options			Weighted average exercise price $		Number of options			Weighted average exercise price $		Number of options			Weighted average exercise price $
Options outstanding at beginning of the period		1,942,117			7.14		1,905,783			6.79		1,597,149			5.47
Changes during the period:
Granted		359,000			13.55		50,000			20.19		455,000			11.46
Forfeited		(48,334	)		10.59		-			-		(52,584	)		7.78
Expired		(144,000	)		4.08		-			-		-			-
Exercised		(67,107	)		5.03		(13,666	)		6.32		(93,782	)		6.42
Options outstanding at end of the period		2,041,676			8.47		1,942,117			7.14		1,905,783			6.79
Options exercisable at end of the period		1,261,426			6.86		852,031			6.22		859,447
Weighted average fair value of options granted during the period	$	7.99				$	11.47				$	6.47

Expenses recognized in respect of stock options granted to employees and directors, for the year ended December 31, 2022, the four month period ended December 31, 2021 and the year ended August 31, 2021 were $2,662, $859 and $1,409, respectively.

The total intrinsic value of employees’ options exercised during the year ended December 31, 2022 was $243, during the four month period ended December 31, 2021 was $257 and $1,287 during the year ended August 31, 2021.

The following table presents summary information concerning the options granted to employees and directors outstanding as of December 31, 2022:

Exercise prices $	Number outstanding		Weighted Average Remaining Contractual Life Years		Weighted average exercise price $
1.00 to 6.00		857,250		6.85		3.94
6.23 to 9.12		283,008		4.8		7.96
10.40 to 20.19		901,418		7.69		12.94
		2,041,676		6.94		8.47

1,261,426 options granted to employees and directors were outstanding and exercisable as of December 31, 2022, compared to 852,031 as of December 31, 2021 and 859,447 as of August 31, 2021.

As of December 31, 2022, there were $2,252 of unrecognized compensation costs related to non-vested options previously granted to employees and directors. The unrecognized compensation costs are expected to be recognized over a weighted average period of 2.5 years.

A summary of the status of the stock options granted to non-employees outstanding as of December 31, 2022 and 2021 and August 31, 2021 and changes during the year ended December 31, 2022, for the four month period ended December 31, 2021 and for the year ended August 31, 2021, is presented below:

	Year ended December 31,					Four months ended December 31,					Year ended August 31,
	2022					2021					2021
	Number of options			Weighted average exercise price $		Number of options			Weighted average exercise price $		Number of options			Weighted average exercise price $
Options outstanding at beginning of the period		51,500			4.26		56,000			4.22		103,152			6.64
Changes during the period:
Granted		-			-		-			-		-			-
Exercised		(4,500	)		3.74		(4,500	)		3.74		(10,000	)		7.36
Forfeited		-			-		-			-		-			-
Expired		-			-		-			-		(37,152	)		6.00
Options outstanding at end of the period		47,000			4.31		51,500			4.26		56,000			4.22
Options exercisable at end of the period		47,000			4.31		41,500			4.06		46,000			4.03
Weighted average fair value of options granted during the period	$	-				$	-				$	-

The Company recorded no stock-based compensation related to non-employees’ awards during the year ended December 31, 2022, $2 during the four month period ended December 31, 2021 and $22 during the year ended August 31, 2021.

During year ended December 31, 2022, the four month period ended December 31, 2021 and the year ended August 31, 2021, 4,500, 4,500 and 10,000 options, respectively, were exercised by non-employees for a total intrinsic value of $24, $49 and $100, respectively.

The following table presents summary information concerning the options granted to non-employees outstanding as of December 31, 2022:

Range of exercise prices $		Number outstanding				Weighted Average Remaining Contractual Life Years				Weighted Average Exercise Price $
3.74-5.08			47,000				6.98				4.31

47,000 options granted to non-employees were outstanding and exercisable as of December 31, 2022.

As of December 31, 2022, there were no unrecognized compensation costs related to non-vested options previously granted to non-employees.

Restricted stock units

The following table summarizes the activities for unvested RSUs granted to employees and directors for the year ended December 31, 2022, the four month period ended December 31, 2021 and the year ended December 31, 2021:

	Year ended December 31,			Four months ended December 31,			Year ended August 31,
	2022			2021			2021
	Number of RSUs
Outstanding at the beginning of period		801,303			921,302			164,636
Granted		1,009,600			50,000			810,000
Issued		(217,333	)		(169,999	)		-
Forfeited		(32,000	)		-			(53,334	)
Outstanding at the end of the period		1,561,570			801,303			921,302
Vested during the period		218,000			33,333			236,665
Vested and unissued at period end		265,302			264,635			401,301

The Company recorded compensation expenses related to RSUs of $8,365 for the year ended December 31, 2022, $1,286 for the four the month period ended December 31, 2021 and $1,265 for the year ended August 31, 2021.

As of December 31, 2022, there were unrecognized compensation costs of $5,262 related to RSUs. The unrecognized compensation costs are expected to be recognized over a weighted average period of 2.04 years.

The following table summarizes the activities for unvested RSUs granted to non-employees for the year ended December 31, 2022, the four month period ended December 31, 2021 and the year ended December 31, 2021:

	Year ended December 31,			Four months ended December 31,			Year ended August 31,
	2022			2021			2021
	Number of RSUs
Outstanding at the beginning of period		8,000			-			-
Granted		-			12,000			-
Issued		(4,000	)		(4,000	)		-
Forfeited		-			-			-
Outstanding at the end of the period		4,000			8,000			-
Vested during the period		4,000			4,000			-
Vested and unissued at period end		-			-			-

The Company recorded compensation expenses related to RSUs of $92 for the year ended December 31, 2022, and $115 for the four the month period ended December 31, 2021, compared to no compensation expenses recorded for the year ended August 31, 2021.

As of December 31, 2022, there were unrecognized compensation costs of $26 related to RSUs. The unrecognized compensation costs are expected to be recognized over a weighted average period of 2.01 years.

Financial Income and Expenses

12 Months Ended

Dec. 31, 2022

Financial Income and Expenses [Abstract]

FINANCIAL INCOME AND EXPENSES

NOTE 9 - FINANCIAL INCOME AND EXPENSES:

Financial income

	Year ended December 31,		Four months ended December 31,		Year ended August 31
	2022		2021		2021
Income from interest on deposits	$	3,473	$	114	$	130
Exchange rate differences, net		176		-		-
Income from interest on corporate bonds		100		43		217
Gain from securities, net		-		-		6
Revaluation of securities, net		-		-		889
Other		5		1		-
	$	3,754	$	158	$	1,242

Financial expenses

	Year ended December 31,		Four months ended December 31,		Year ended August 31
	2022		2021		2021
Exchange rate differences, net	$	-	$	11	$	2
Bank and broker commissions		14		2		5
Loss from securities, net		43		-		-
Revaluation of securities, net		763		72		-
Other		-		2		1
	$	820	$	87	$	8

Taxes on Income

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

TAXES ON INCOME

NOTE 10 - TAXES ON INCOME:

Taxes on income included in the consolidated statements of operations represent current taxes due to taxable income of the Company and its Israeli subsidiary.

Corporate taxation in the U.S.

The applicable corporate tax rate for the Company is 21%.

As of December 31, 2022, the Company has an accumulated tax loss carryforward of approximately $31,600 (as of December 31, 2021, $21,211). Under U.S. tax laws, subject to certain limitations, carryforward tax losses originating in tax years beginning after January 1, 2018, have no expiration date, but they are limited to 80% of the company’s taxable income in any given tax year. Carryforward tax losses originating in tax years beginning prior to January 1, 2018, expire 20 years after the year in which incurred. In the case of the Company, subject to potential limitations in accordance with the relevant law, the net loss carryforward will expire in the years 2029 through 2041.

Corporate taxation in Israel

The Subsidiary is taxed in accordance with Israeli tax laws. The corporate tax rate applicable to 2022 and 2021 is 23%.

As of December 31, 2022, the Subsidiary has an accumulated tax loss carryforward of approximately $87,291 (as of December 31, 2021, approximately $75,836). Under the Israeli tax laws, carryforward tax losses have no expiration date.

Deferred income taxes

	December 31,
	2022			2021
In respect of:
Net operating loss carryforward	$	27,610		$	22,230
Research and development expenses		5,195			4,429
Less - valuation allowance		(32,805	)		(26,659	)
Net deferred tax assets	$	-		$	-

Deferred taxes are determined based on temporary differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a full valuation allowance.

Loss before taxes on income and income taxes included in the income statements of operations

	Year ended December 31,		Four months ended December 31,		Year ended August 31,
	2022		2021		2021
Loss before taxes on income:
U.S.	$	11,164	$	3,639	$	5,307
Outside U.S.		26,500		8,616		17,682
	$	37,664	$	12,255	$	22,989
Taxes on income (tax benefit):
Current:
U.S.		-		-		-
Outside U.S.		100		-		-
	$	100	$	-	$	-

Reconciliation of the statutory tax benefit to effective tax expense

Following is a reconciliation of the theoretical tax expense, assuming all income is taxed at the regular tax rates applicable to companies in the United States, and the actual tax expense:

	Year ended December 31,			Four months ended December 31,			Year ended August 31
	2022			2021			2021
Loss before income taxes as reported in the consolidated statement of comprehensive loss	$	(37,664	)	$	(12,255	)	$	(22,989	)

Statutory tax benefit		(7,909	)		(2,574	)		(4,828	)
Increase in income taxes resulting from:
Change in the balance of the valuation allowance for deferred tax		7,290			2,497			4,872
Disallowable deductions		1,152			249			310
Influence of different tax rate applicable to the Subsidiary and changes in tax rates from previous years		(533	)		(172	)		(354	)
Withholding tax, see note 10d above		100			-			-
Uncertain tax position		-			-			-
Taxes on income for the reported year	$	100		$	-		$	-

Uncertainty in Income Taxes

ASC 740, “Income Taxes” requires significant judgment in determining what constitutes an individual tax position as well as assessing the outcome of each tax position. Changes in judgment as to recognition or measurement of tax positions can materially affect the estimate of the effective tax rate and consequently, affect the operating results of the Company. The Company recognizes interest and penalties related to its tax contingencies as income tax expense.

The following table summarizes the activity of the Company unrecognized tax benefits:

	Year ended December 31,		Four months ended December 31,		Year ended August 31,
	2022		2021		2021
Balance at Beginning of Period	$	11	$	11	$	11
Decrease in uncertain tax positions for the current period		-		-		-
Balance at End of Period	$	11	$	11	$	11

The Company does not expect unrecognized tax expenses to change significantly over the next 12 months.

The Company is subject to U.S. Federal income tax examinations for the tax years of 2018 through 2020.

The Subsidiary is subject to Israeli income tax examinations for the tax years of 2016 through 2021.

Valuation Allowance Rollforward

	Period ended
	Balance at beginning of period		Additions		Balance at end of period
Allowance in respect of carryforward tax losses:
Year ended December 31, 2022	$	26,659	$	6,146	$	32,805
Four months ended December 31, 2021		25,073		1,585		26,659
Year ended August 31, 2021		19,392		5,681		25,073

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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

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

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

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

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

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

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

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

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

+ Details

Related Party Transactions

12 Months Ended

Dec. 31, 2022

RELATED PARTY TRANSACTIONS

NOTE 11 - RELATED PARTY TRANSACTIONS:

On July 1, 2008, the Subsidiary entered into two consulting agreements with KNRY Ltd. (“KNRY”), an Israeli company owned by the Chief Scientific Officer, whereby the President and Chief Executive Officer and the Chief Scientific Officer, through KNRY, provide services to the Company (the “Consulting Agreements”). The Consulting Agreements are both terminable by either party upon 140 days, prior written notice. The Consulting Agreements, as amended, provide that KNRY will be reimbursed for reasonable expenses incurred in connection with performance of the Consulting Agreements and that the monthly consulting fee paid to the President and Chief Executive Officer and the Chief Scientific Officer is NIS 146,705 ($42) and 106,400 ($30), respectively.

In addition to the Consulting Agreements, based on a relocation cost analysis, the Company paid for certain direct costs, related taxes and expenses incurred in connection with the relocation of the President and Chief Executive Officer to New York. During the ten month period ended October 31, 2022, the four month period December 31, 2021 and the year ended August 31, 2021, such relocation expenses totaled $331, $109 and $377, respectively.

Following the relocation of the President and Chief Executive Officer to the State of Israel, the Company entered into two agreements with the President and Chief Executive Officer, replacing his above-mentioned consulting agreement through KNRY, substantially on the same terms, in order to allocate his time and services between the Company and the Subsidiary.

Effective November 1, 2022, the Company entered into a consulting agreement with Shnida Ltd., whereby the President and Chief Executive Officer, through Shnida Ltd., provides services as President and Chief Executive Officer of the Company. The agreement is terminable by either party upon 140 days prior written notice. The agreement provides that Shnida Ltd. will be reimbursed for reasonable expenses incurred in connection with performance of the agreement and that the President and Chief Executive Officer will receive a monthly consulting fee of NIS 88,023 ($25), plus value added tax. Pursuant to the agreement, Shnida Ltd. and the President and Chief Executive Officer each agree that during the term of the agreement and for a 12-month period thereafter, none of them will compete with the Company nor solicit employees of the Company.

In addition, the Company, through the Subsidiary, has entered into an employment agreement with the President and Chief Executive Officer, effective as of November 1, 2022, pursuant to which the President and Chief Executive Officer receives gross monthly salary of NIS 46,901 ($13) in consideration for his services as President and Chief Executive Officer of the Subsidiary. In addition, the President and Chief Executive Officer is provided with a cellular phone and a company car pursuant to the terms of his agreement.

Balances with related parties:

	December 31,
	2022		2021
Accounts payable and accrued expenses - KNRY	$	1	$	-

Expenses to related parties:

	Year ended December 31,		Four months ended December 31,		Year ended August 31,
	2022		2021		2021
KNRY	$	800	$	818	$	872
Shnida		146		-		-
Nadav Kidron (President and Chief Executive Officer)	$	674	$	447	$	687

Asset Acquisition Transaction

12 Months Ended

Dec. 31, 2022

Asset Acquisition [Abstract]

ASSET ACQUISITION TRANSACTION

NOTE 12 - ASSET ACQUISITION TRANSACTION:

On March 18, 2021, the Company entered into the Oravax License Agreement and into the Stockholders Agreement with Oravax. On that date, Oravax’s assets were (1) in process research and development of COVID-19 vaccine technology; and (2) $1,500 to be received in cash. According to the Stockholders Agreement, Oravax issued 1,890,000 shares of its capital stock to the Company, representing 63% of the issued and outstanding share capital of Oravax, on a fully diluted basis, as of the date of issuance, for which the Company paid $1,500. Consequently, the Company consolidates Oravax in its consolidated financial statements since that time. In addition, under the terms of the Oravax License Agreement, the Company has licensed out to Oravax certain patent rights, know-how and information related to the Company’s oral drug delivery technology with respect to the combination with the COVID-19 vaccine technology (the “Licensed IP”).

In consideration for the grant of the License, the Oravax License Agreement provides that the Company will receive (i) royalties equal to 7.5% on net sales, as defined in the Oravax License Agreement, of each product commercialized by Oravax, its affiliates and permitted sublicensees related to the License during the term specified in the Oravax License Agreement, (ii) sublicensing fees equal to 15% of any non-sales-based consideration received by Oravax from a permitted sublicensee and (iii) other payments ranging between $25,000 to $100,000, based on certain sales milestones being achieved by Oravax. The parties further agreed to establish a development and steering committee, which will consist of three members, of which two members will be appointed by the Company, that will oversee the ongoing research, development, clinical and regulatory activity with respect to the Oravax product. Akers contributed $1,500 in cash to Oravax and a license agreement to the Oravax product which includes a maximum of 2.5% royalties of all net sales. Effective January 1, 2022, Oravax transferred its rights and obligations under the Oravax License Agreement to its wholly-owned subsidiary, Oravax Medical Ltd.

Concurrently with the execution and delivery of the Oravax License Agreement, the Company entered into the Stockholders Agreement with Akers, Premas, Cutter Mill and Run Ridge, entities controlled by Michael Vasinikovich and Craig Schwabe, former members of Cystron Biotech LLC (“Cystron,” and collectively with Akers, Premas, Cutter Mill and Run Ridge, the “Stockholders Parties”). Pursuant to the Stockholders Agreement, among other things, the Company has the right to appoint two out of the three members to the board of directors of Oravax (the “Oravax Board”), one of which is the Company’s Chief Executive Officer who will serve as the chairman of the Oravax Board, conditioned upon the Company maintaining certain ownership thresholds. Akers has the right, until the third anniversary of the Stockholders Agreement effective date, to appoint one member to the Oravax Board. Oravax’s common stock held by the Stockholders Parties is subject to certain transfer restrictions. In addition, the Stockholders Parties have certain rights of participation in future financings as well as rights of first refusal and co-sale related to future potential transactions. Nadav Kidron, the Company’s President and Chief Executive Officer, was one of the former members of Cystron.

According to ASC 805, the transaction was accounted for as an asset acquisition. No gain or loss was recognized on the transfer of the cash or the Licensed IP to Oravax while the Company retained control of those assets. The Company has recognized an increase in non-controlling interests of $1,495 based on the carrying amount of the contributed assets and, according to the Company’s accounting policy, the fair value of Oravax excluding the contributed assets. Any difference between the fair value of consideration paid and the increase in the non-controlling interests’ carrying amount was recognized in equity. As a result of the acquisition, the Company recognized IPR&D expense in the amount of $1,040.

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 13 - SUBSEQUENT EVENTS:

On January 11, 2023, the Company announced that the ORA-D-013-1 Phase 3 trial did not meet its primary and secondary endpoints. As a result, the Company has initiated a comprehensive analysis of the data to understand if there is a path forward for its oral insulin candidate. Concurrently, the Company is examining its existing pipeline and has commenced an evaluation process of potential strategic opportunities, with the goal of enhancing value for the Company’s stockholders.

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, or are inapplicable, and therefore have been omitted.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

General

General

Incorporation and operations

Oramed Pharmaceuticals Inc. (collectively with its subsidiaries, the “Company,” unless the context indicates otherwise), a Delaware corporation, was incorporated on April 12, 2002.

On May 14, 2007, the Company incorporated a wholly-owned subsidiary in Israel, Oramed Ltd. (the “Subsidiary”), which is engaged in research and development.

Change in Fiscal Year

Development and liquidity risks

Basis of presentation

Basis of presentation

The consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

Use of estimates in the preparation of financial statements

Use of estimates in the preparation of financial statements

Functional currency

Functional currency

Principles of consolidation

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.

Cash equivalents

Cash equivalents

Fair value measurement

Fair value measurement:

	Level 1:	Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

	Level 2:	Observable prices that are based on 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 are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

	December 31, 2022
	Level 1		Level 2		Level 3		Fair Value
Assets:
Marketable Securities
DNA		352		-		-		352
Entera		85		-		-		85
	$	437		-		-	$	437

	December 31, 2021
	Level 1		Level 2		Level 3		Fair Value
Assets:
Marketable Securities
DNA		863		-		-		863
Entera		337		-		-		337
	$	1,200		-		-	$	1,200

As of December 31, 2022, the carrying amounts of cash equivalents, short-term deposits and accounts payable approximate their fair values due to the short-term maturities of these instruments.

As of December 31, 2022, the carrying amounts of long-term deposits approximate their fair values due to the stated interest rates which approximate market rates.

The amounts funded in respect of employee rights are stated at cash surrender value which approximates its fair value.

Marketable securities

Marketable securities

Equity securities

Held to maturity securities

Long-term investment

Long-term investment

Concentration of credit risks

Concentration of credit risks

Income taxes

Income taxes

Deferred taxes

Uncertainty in income tax

Revenue recognition

Revenue recognition

HTIT

Medicox

Under ASC 606, the Company identified Medicox as a customer and the Medicox License Agreement as a contract with a customer.

Research and development

Research and development

Stock-based compensation

Stock-based compensation

The Company elects to account for forfeitures as they occur.

Loss per common share

Loss per common share

Asset acquisition

Asset acquisition

The Company has elected an accounting policy to measure non-controlling interests in an asset acquisition at fair value on the date of acquisition.

Leases

Leases

Lease terms will include options to extend or terminate the lease when it is reasonably certain that the Company will either exercise or not exercise the option to renew or terminate the lease.

Recently issued accounting pronouncements, not yet adopted

Recently issued Accounting Pronouncements, not yet adopted

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of fair value measurement

	December 31, 2022
	Level 1		Level 2		Level 3		Fair Value
Assets:
Marketable Securities
DNA		352		-		-		352
Entera		85		-		-		85
	$	437		-		-	$	437

	December 31, 2021
	Level 1		Level 2		Level 3		Fair Value
Assets:
Marketable Securities
DNA		863		-		-		863
Entera		337		-		-		337
	$	1,200		-		-	$	1,200

Short-Term Deposits (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of short-term deposits

	December 31,
	2022					2021
	Annual interest rate			Amount		Annual interest rate			Amount
Dollar deposits		0.93-6.81	%	$	111,513		0.73-0.93	%	$	111,077

Marketable Securities (Tables)

12 Months Ended

Dec. 31, 2022

Marketable Securities [Abstract]

Schedule of marketable securities include investments in equity securities

	December 31,
	2022		2021
Short-term:
DNA (see b below)	$	352	$	863
Entera (see c below)		85		337
Held to maturity securities (see d below)		3,306		6,547
	$	3,743	$	7,747

Long-term:
Held to maturity securities (see d below)	$	-	$	3,875
	$	3,743	$	11,622

Schedule of amortized cost and estimated fair value of held-to-maturity securities

	December 31, 2022
	Amortized cost		Gross unrealized gains (losses)			Estimated fair value		Average yield to maturity rate
Short-term:
Commercial bonds	$	3,258	$	(82	)	$	3,176		1.07	%
Accrued interest		48		-			48
	$	3,306	$	(82	)	$	3,224

	December 31, 2021
	Amortized cost		Gross unrealized gains (losses)			Estimated fair value		Average yield to maturity rate
Short-term:
Commercial bonds	$	6,432	$	(115	)	$	6,317		1.37	%
Accrued interest		115		-			115

Long-term		3,875		(29	)		3,846		1.20	%
	$	10,422	$	(144	)	$	10,278

Long-Term Deposits (Tables)

12 Months Ended

Dec. 31, 2022

Disclosure Text Block Supplement [Abstract]

Schedule of long term deposits

	December 31,
	2022		2021
Composition:
Long-term deposits*	$	-	$	25,092
Lease car deposits		7		2
	$	7	$	25,094

Long term deposits include one deposit of $25,000 with an annual interest rate of 0.93% and a maturity date of August 10, 2023.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
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+ Details

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of accounts payable and accrued expenses

Composition:
	December 31,
	2022		2021
Accounts payable	$	2,175	$	1,692
Payroll and related accruals		529		1,197
Institutions		11		531
Accrued liabilities		1,443		1,115
	$	4,158	$	4,535

Commitments (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of operating leases for office space and vehicles

	December 31, 2022			December 31, 2021
Operating right-of-use assets	$	987		$	500

Operating lease liabilities, current		247			130
Operating lease liabilities long-term		647			370
Total operating lease liabilities	$	894		$	500

Weighted Average of Remaining Lease Term
Operating leases		3.41			3.58

Weighted Average Discount Rate
Operating leases		3.15	%		3.00	%

Schedule of minimum lease payments for the Company’s right-of-use assets

	December 31, 2022

2023	$	291
2024		291
2025		228
2026		124
2027		10
Total undiscounted lease payments		944
Less: Interest*		(50	)
Present value of lease liabilities	$	894

*	Future lease payments were discounted by 3%-3.15% interest rate.

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Schedule of warrant activity

	Year ended December 31,				Four months ended December 31,				Year ended August 31,
	2022				2021				2021
	Warrants		Weighted- Average Exercise Price		Warrants		Weighted- Average Exercise Price		Warrants		Weighted- Average Exercise Price
Warrants outstanding at beginning of the period		158,375	$	4.78		232,175	$	5.57		3,407,820	$	6.98
Issued		-	$	-		-	$	-			$
Exercised		4,200	$	4.8		73,800	$	7.25		3,175,645	$	7.07
Expired		3,470	$	7.81		-	$	-		-	$	-
Warrants outstanding at end of the period		150,705	$	4.71		158,375	$	4.78		232,175	$	5.57
Warrants exercisable at end of the period		150,705	$	4.71		158,375	$	4.78		232,175	$	5.57

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of fair value of each option grant is estimated on the date of grant using the black scholes option-pricing model or monte carlo model

	For options granted in the year ended December 31,		For options granted in the four months ended December 31,		For options granted in the year ended August 31,
	2022		2021		2021
Expected option life (years)		6.25-6.26		6.16		5.94-6.21
Expected stock price volatility (%)		63.05-65.26		61.62		61.07-64.39
Risk free interest rate (%)		1.46-3.03		0.93		0.64-0.82
Expected dividend yield (%)		0.0		0.0		0.0

Schedule of stock options granted to employees and directors

	Year ended December 31,					Four months ended December 31,					Year ended August 31,
	2022					2021					2021
	Number of options			Weighted average exercise price $		Number of options			Weighted average exercise price $		Number of options			Weighted average exercise price $
Options outstanding at beginning of the period		1,942,117			7.14		1,905,783			6.79		1,597,149			5.47
Changes during the period:
Granted		359,000			13.55		50,000			20.19		455,000			11.46
Forfeited		(48,334	)		10.59		-			-		(52,584	)		7.78
Expired		(144,000	)		4.08		-			-		-			-
Exercised		(67,107	)		5.03		(13,666	)		6.32		(93,782	)		6.42
Options outstanding at end of the period		2,041,676			8.47		1,942,117			7.14		1,905,783			6.79
Options exercisable at end of the period		1,261,426			6.86		852,031			6.22		859,447
Weighted average fair value of options granted during the period	$	7.99				$	11.47				$	6.47

Schedule of summary information concerning the options granted to employees and directors outstanding

Exercise prices $	Number outstanding		Weighted Average Remaining Contractual Life Years		Weighted average exercise price $
1.00 to 6.00		857,250		6.85		3.94
6.23 to 9.12		283,008		4.8		7.96
10.40 to 20.19		901,418		7.69		12.94
		2,041,676		6.94		8.47

Schedule of stock options granted to non-employees outstanding

	Year ended December 31,					Four months ended December 31,					Year ended August 31,
	2022					2021					2021
	Number of options			Weighted average exercise price $		Number of options			Weighted average exercise price $		Number of options			Weighted average exercise price $
Options outstanding at beginning of the period		51,500			4.26		56,000			4.22		103,152			6.64
Changes during the period:
Granted		-			-		-			-		-			-
Exercised		(4,500	)		3.74		(4,500	)		3.74		(10,000	)		7.36
Forfeited		-			-		-			-		-			-
Expired		-			-		-			-		(37,152	)		6.00
Options outstanding at end of the period		47,000			4.31		51,500			4.26		56,000			4.22
Options exercisable at end of the period		47,000			4.31		41,500			4.06		46,000			4.03
Weighted average fair value of options granted during the period	$	-				$	-				$	-

Schedule of concerning the options granted to non-employees outstanding

Range of exercise prices $		Number outstanding				Weighted Average Remaining Contractual Life Years				Weighted Average Exercise Price $
3.74-5.08			47,000				6.98				4.31

Schedule of activities for unvested RSUs granted to employees and directors

	Year ended December 31,			Four months ended December 31,			Year ended August 31,
	2022			2021			2021
	Number of RSUs
Outstanding at the beginning of period		801,303			921,302			164,636
Granted		1,009,600			50,000			810,000
Issued		(217,333	)		(169,999	)		-
Forfeited		(32,000	)		-			(53,334	)
Outstanding at the end of the period		1,561,570			801,303			921,302
Vested during the period		218,000			33,333			236,665
Vested and unissued at period end		265,302			264,635			401,301

	Year ended December 31,			Four months ended December 31,			Year ended August 31,
	2022			2021			2021
	Number of RSUs
Outstanding at the beginning of period		8,000			-			-
Granted		-			12,000			-
Issued		(4,000	)		(4,000	)		-
Forfeited		-			-			-
Outstanding at the end of the period		4,000			8,000			-
Vested during the period		4,000			4,000			-
Vested and unissued at period end		-			-			-

Financial Income and Expenses (Tables)

12 Months Ended

Dec. 31, 2022

Financial Income and Expenses [Abstract]

Schedule of financial income

	Year ended December 31,		Four months ended December 31,		Year ended August 31
	2022		2021		2021
Income from interest on deposits	$	3,473	$	114	$	130
Exchange rate differences, net		176		-		-
Income from interest on corporate bonds		100		43		217
Gain from securities, net		-		-		6
Revaluation of securities, net		-		-		889
Other		5		1		-
	$	3,754	$	158	$	1,242

Schedule of financial expenses

	Year ended December 31,		Four months ended December 31,		Year ended August 31
	2022		2021		2021
Exchange rate differences, net	$	-	$	11	$	2
Bank and broker commissions		14		2		5
Loss from securities, net		43		-		-
Revaluation of securities, net		763		72		-
Other		-		2		1
	$	820	$	87	$	8

Taxes on Income (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of deferred income taxes

	December 31,
	2022			2021
In respect of:
Net operating loss carryforward	$	27,610		$	22,230
Research and development expenses		5,195			4,429
Less - valuation allowance		(32,805	)		(26,659	)
Net deferred tax assets	$	-		$	-

Schedule of loss before taxes on income and income taxes included in the income statements of operations

	Year ended December 31,		Four months ended December 31,		Year ended August 31,
	2022		2021		2021
Loss before taxes on income:
U.S.	$	11,164	$	3,639	$	5,307
Outside U.S.		26,500		8,616		17,682
	$	37,664	$	12,255	$	22,989
Taxes on income (tax benefit):
Current:
U.S.		-		-		-
Outside U.S.		100		-		-
	$	100	$	-	$	-

Schedule of reconciliation of income taxes

	Year ended December 31,			Four months ended December 31,			Year ended August 31
	2022			2021			2021
Loss before income taxes as reported in the consolidated statement of comprehensive loss	$	(37,664	)	$	(12,255	)	$	(22,989	)

Statutory tax benefit		(7,909	)		(2,574	)		(4,828	)
Increase in income taxes resulting from:
Change in the balance of the valuation allowance for deferred tax		7,290			2,497			4,872
Disallowable deductions		1,152			249			310
Influence of different tax rate applicable to the Subsidiary and changes in tax rates from previous years		(533	)		(172	)		(354	)
Withholding tax, see note 10d above		100			-			-
Uncertain tax position		-			-			-
Taxes on income for the reported year	$	100		$	-		$	-

Schedule of unrecognized tax benefits

	Year ended December 31,		Four months ended December 31,		Year ended August 31,
	2022		2021		2021
Balance at Beginning of Period	$	11	$	11	$	11
Decrease in uncertain tax positions for the current period		-		-		-
Balance at End of Period	$	11	$	11	$	11

Schedule of valuation allowance rollforward

	Period ended
	Balance at beginning of period		Additions		Balance at end of period
Allowance in respect of carryforward tax losses:
Year ended December 31, 2022	$	26,659	$	6,146	$	32,805
Four months ended December 31, 2021		25,073		1,585		26,659
Year ended August 31, 2021		19,392		5,681		25,073

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of balances with related parties

	December 31,
	2022		2021
Accounts payable and accrued expenses - KNRY	$	1	$	-

Schedule of expenses to related parties

	Year ended December 31,		Four months ended December 31,		Year ended August 31,
	2022		2021		2021
KNRY	$	800	$	818	$	872
Shnida		146		-		-
Nadav Kidron (President and Chief Executive Officer)	$	674	$	447	$	687

Significant Accounting Policies (Details) - USD ($)		1 Months Ended	4 Months Ended	12 Months Ended
Significant Accounting Policies (Details) - USD ($)	Sep. 01, 2022	Dec. 28, 2015	Dec. 31, 2021	Dec. 31, 2022	Aug. 31, 2021	Mar. 18, 2021
Significant Accounting Policies (Details) [Line Items]
Percentage of settlement				50.00%
Recognized revenue aggregate amount				$ 19,042,000
Deferred revenue recognized				2,703,000
Deferred revenue recognized remaining amount				$ 3,340,000
Non-refundable payment	$ 2,000
Weighted average number of common stock (in Shares)			3,894,588	3,356,203	5,042,299
Additional lease term					5 years
Minimum [Member]
Significant Accounting Policies (Details) [Line Items]
lease agreement remaining term					1 year
Maximum [Member]
Significant Accounting Policies (Details) [Line Items]
lease agreement remaining term					4 years
HTIT License Agreement [Member]
Significant Accounting Policies (Details) [Line Items]
Total consideration		$ 49,500,000
Value of common stock issued		38,883,000		$ 22,382,000
Stock Purchase Agreement [Member]
Significant Accounting Policies (Details) [Line Items]
Value of common stock issued		10,617,000
issuance expenses		$ 23,000
Stockholders Agreement [Member]
Significant Accounting Policies (Details) [Line Items]
Shares issued (in Shares)						1,890,000
Capital stock percentage						63.00%

Significant Accounting Policies (Details) - Schedule of fair value measurement - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Marketable Securities
Marketable Securities	$ 437	$ 1,200
Level 1 [Member]
Marketable Securities
Marketable Securities	437	1,200
Level 2 [Member]
Marketable Securities
Marketable Securities
Level 3 [Member]
Marketable Securities
Marketable Securities
D.N.A [Member]
Marketable Securities
Marketable Securities	352	863
D.N.A [Member] \| Level 1 [Member]
Marketable Securities
Marketable Securities	352	863
D.N.A [Member] \| Level 2 [Member]
Marketable Securities
Marketable Securities
D.N.A [Member] \| Level 3 [Member]
Marketable Securities
Marketable Securities
Entera [Member]
Marketable Securities
Marketable Securities	85	337
Entera [Member] \| Level 1 [Member]
Marketable Securities
Marketable Securities	85	337
Entera [Member] \| Level 2 [Member]
Marketable Securities
Marketable Securities
Entera [Member] \| Level 3 [Member]
Marketable Securities
Marketable Securities

Short-Term Deposits (Details) - Schedule of short-term deposits - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Dollar deposits Amount (in Dollars)	$ 111,513	$ 111,077
Minimum [Member]
Short-Term Debt [Line Items]
Annual interest rate	0.93%	0.73%
Maximum [Member]
Short-Term Debt [Line Items]
Annual interest rate	6.81%	0.93%

Marketable Securities (Details) - USD ($) $ in Thousands	12 Months Ended
Marketable Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Marketable Securities (Details) [Line Items]
Cost of securities	$ 595	$ 595
Cost method investments	$ 1
Marketable securities maturity term	1 year
Equity Method Investment [Member]
Marketable Securities (Details) [Line Items]
Ownership percentage	1.40%

Marketable Securities (Details) - Schedule of marketable securities include investments in equity securities - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Short-term:
DNA (see b below)	$ 352	$ 863
Entera (see c below)	85	337
Held to maturity securities (see d below)	3,306	6,547
Marketable securities	3,743	7,747
Long-term:
Held to maturity securities (see d below)		3,875
Total marketable securities, non current	$ 3,743	$ 11,622

Marketable Securities (Details) - Schedule of amortized cost and estimated fair value of held-to-maturity securities - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Short-term:
Amortized cost	$ 3,306	$ 10,422
Gross unrealized gains (losses)	(82)	(144)
Estimated fair value	3,224	10,278
Short Term [Member] \| Commercial bonds [Member]
Short-term:
Amortized cost	3,258	6,432
Gross unrealized gains (losses)	(82)	(115)
Estimated fair value	$ 3,176	$ 6,317
Average yield to maturity rate	1.07%	1.37%
Short Term [Member] \| Accrued Interest [Member]
Short-term:
Amortized cost	$ 48	$ 115
Estimated fair value	$ 48	115
Long Term [Member]
Short-term:
Amortized cost		3,875
Gross unrealized gains (losses)		(29)
Estimated fair value		$ 3,846
Average yield to maturity rate		1.20%

Long-Term Deposits (Details)	Dec. 31, 2022 USD ($)
Long-Term Deposits (Details) [Line Items]
Long term deposits	$ 25,000
Annual interest rate	0.93%
Maturity date	Aug. 10, 2023

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Long-Term Deposits (Details) - Schedule of long term deposits - Long-term deposits [Member] - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Composition:

Long-term deposits

^[1]

$ 25,092

Lease car deposits

Total Long-term deposits

$ 7

$ 25,094

[1]	Long term deposits include one deposit of $25,000 with an annual interest rate of 0.93% and a maturity date of August 10, 2023.

Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses [Line Items]
Accounts payable	$ 2,175	$ 1,692
Payroll and related accruals	529	1,197
Institutions	11	531
Accrued liabilities	1,443	1,115
Total accounts payable and accrued expenses	$ 4,158	$ 4,535

Commitments (Details) ₪ in Thousands, $ in Thousands								1 Months Ended							12 Months Ended
Commitments (Details) ₪ in Thousands, $ in Thousands	Nov. 13, 2022	Apr. 27, 2022 USD ($)	Sep. 16, 2020 USD ($)	Sep. 02, 2020 USD ($)	Dec. 18, 2017 USD ($)	Dec. 28, 2015 USD ($)	Nov. 30, 2015	Aug. 26, 2022 USD ($)	Jan. 31, 2019 USD ($)	Oct. 31, 2016 USD ($)	Jul. 31, 2016 USD ($)	Jan. 31, 2016 USD ($)	Jul. 31, 2015 USD ($)	Mar. 31, 2011 shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Aug. 31, 2021 USD ($)	Dec. 31, 2021 ILS (₪)	Feb. 15, 2011
Commitments (Details) [Line Items]
Royalty percentage			15.00%
License agreement, description															Pursuant to the HTIT License Agreement, HTIT will conduct, at its own expense, certain pre-commercialization and regulatory activities with respect to the Subsidiary’s technology and ORMD-0801 capsule, and will pay to the Subsidiary (i) royalties of 10% on net sales of the related commercialized products to be sold by HTIT in the Territory (“Royalties”), and (ii) an aggregate of $37,500, of which $3,000 was payable immediately, $8,000 will be paid subject to the Company entering into certain agreements with certain third parties, and $26,500 will be paid upon achievement of certain milestones and conditions. In the event that the Company does not meet certain conditions, the Royalties rate may be reduced to a minimum of 8%. Following the final expiration of the Company’s patents covering the technology in the Territory in 2033, the Royalties rate may be reduced, under certain circumstances, to 5%.
Aggregate amount															$ 20,500
Initial payment												$ 3,000
Payment obligation disputed															6,000
Deferred revenue															2,000
Stock purchase agreement with HTIT description							In addition, on November 30, 2015, the Company entered into the SPA with HTIT, according to which, the Company issued 1,155,367 shares of common stock to HTIT for $12,000. The transaction closed on December 28, 2015.
Total consideration															49,500
Issuance of common stock															10,617
Issuance expense															23
License agreement						$ 38,883
Non refundable amount													$ 500
Right terminate years	10 years
Development amount			$ 15,000
Development received amount			2,000
Total amount received															2,208
Liability															133
Annual lease payment															(124)			₪ (124)
Leases expenses															$ 264	$ 61	$ 124
Fees amount		$ 850
Issued and outstanding, percentage								5.00%
Minimum [Member]
Commitments (Details) [Line Items]
Interest rate percentage															3.00%
Maximum [Member]
Commitments (Details) [Line Items]
Interest rate percentage															3.15%
Vendor One [Member]
Commitments (Details) [Line Items]
Capsule ingredients amount					$ 2,905
Research and development expenses					$ 1,592
Vendor Two [Member]
Commitments (Details) [Line Items]
Research and development expenses															$ 16,356
Commitments for considering service				$ 22,684
Vendor Three [Member]
Commitments (Details) [Line Items]
Research and development expenses			7,586
Commitments for considering service			$ 15,796
Israel Innovation Authority [Member]
Commitments (Details) [Line Items]
Royalty percentage															3.00%
Israel Innovation Authority [Member] \| Minimum [Member]
Commitments (Details) [Line Items]
Royalty percentage															100.00%
Israel Innovation Authority [Member] \| Maximum [Member]
Commitments (Details) [Line Items]
Royalty percentage															150.00%
Royalty [Member]
Commitments (Details) [Line Items]
Royalty term															15 years
Series B Preferred Stock [Member]
Commitments (Details) [Line Items]
Aggregate purchase price								$ 2,700
Milestone Two [Member]
Commitments (Details) [Line Items]
Milestone Payments											$ 6,500
Milestones Three [Member]
Commitments (Details) [Line Items]
Milestone Payments											$ 4,000
Milestone Four [Member]
Commitments (Details) [Line Items]
Milestone Payments										$ 4,000
Milestone Five [Member]
Commitments (Details) [Line Items]
Milestone Payments									$ 3,000
London Interbank Offered Rate (LIBOR) [Member]
Commitments (Details) [Line Items]
Total amount received															$ 2,536
D.N.A [Member] \| Entera Bio Ltd. [Member]
Commitments (Details) [Line Items]
Retaining shares (in Shares) \| shares														117,000
Ownership percentage retained														3.00%
Royalty percentage																			8.00%

Commitments (Details) - Schedule of operating leases for office space and vehicles - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Commitments (Details) - Schedule of operating leases for office space and vehicles [Line Items]
Operating right-of-use assets	$ 987	$ 500
Operating lease liabilities, current	247	130
Operating lease liabilities long-term	647	370
Total operating lease liabilities	$ 894	$ 500
Weighted Average of Remaining Lease Term
Operating leases	3 years 4 months 28 days	3 years 6 months 29 days
Weighted Average Discount Rate
Operating leases	3.15%	3.00%

Commitments (Details) - Schedule of minimum lease payments for the Company’s right-of-use assets
$ in Thousands

Dec. 31, 2022

USD ($)

Commitments (Details) - Schedule of minimum lease payments for the Company’s right-of-use assets [Line Items]

$ 291

291

228

124

Total undiscounted lease payments

944

Less: Interest

(50)

^[1]

Present value of lease liabilities

$ 894

[1]	Future lease payments were discounted by 3%-3.15% interest rate.

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended		12 Months Ended
	Sep. 01, 2021	Jul. 15, 2021	Dec. 01, 2020	Sep. 05, 2019	Jun. 16, 2021	Aug. 31, 2019	Dec. 31, 2022	Jun. 30, 2022
Stockholders' Equity (Details) [Line Items]
Stock Incentive Plan						1,000,000
Stock option plan issued						563,646
Sale of stock issued							1,823,287
Shares issued							273,997
Aggregate net proceeds (in Dollars)							$ 5,129
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Description and Terms	the Company entered into a controlled equity offering agreement (the “Cantor Equity Distribution Agreement”) with Cantor Fitzgerald & Co., as agent, pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $100,000, through a sales agent, subject to certain terms and conditions. Any shares sold will be sold pursuant to the Company’s effective shelf registration statement on Form S-3 including a prospectus dated July 26, 2021 and prospectus supplement dated September 1, 2021. The Company paid the sales agent a cash commission of 3.0% of the gross proceeds of the sale of any shares sold through the sales agent under the Cantor Equity Distribution Agreement. As of December 31, 2022 and through March 6, 2023, 1,778,147 and 1,971,447 shares were issued under the Cantor Equity Distribution Agreement for aggregate net proceeds of $23,823 and $26,253, respectively. g. On November 3, 2021, the Company entered into a securities purchase agreement with several institutional and accredited investors (the “Purchasers”), pursuant to which the Company agreed to sell, in a registered direct offering (the “Offering”), an aggregate of 2,000,000 shares of the Company’s common stock to the Purchasers for an offering price of $25 per share. The closing of the sale of the shares occurred on November 5, 2021. The net proceeds to the Company from the Offering, after deducting the placement agent’s fees and expenses and the Company’s Offering expenses, were approximately $46,375.
Issuance of common stock							150,705
Minimum [Member]
Stockholders' Equity (Details) [Line Items]
Stock option plan issued						2,000,000
Shares available								4,500,000
Exercise price (in Dollars per share)							$ 4.13
Maximum [Member]
Stockholders' Equity (Details) [Line Items]
Stock option plan issued						3,000,000
Shares available								7,500,000
Exercise price (in Dollars per share)							$ 4.8
Equity Distribution Agreement [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate net proceeds (in Dollars)							$ 27,119
Employees and Board Members [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate offering price of stock (in Dollars)					$ 28,000
Agent commission rate					3.00%
Sale agreement [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate offering price (in Dollars)				$ 15,000
Agent commission rate				3.00%
Shares, issued							3,212,621
Aggregate net proceeds (in Dollars)							$ 14,397
New sales agreement [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate offering price (in Dollars)			$ 40,000
Agent commission rate			3.00%
Shares, issued							4,061,956
Aggregate net proceeds (in Dollars)							$ 38,799
New Equity Distribution Agreement [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate offering price (in Dollars)		$ 100,000
Agent commission rate		3.00%

Stockholders' Equity (Details) - Schedule of warrant activity - $ / shares	4 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Aug. 31, 2021
Schedule of Warrant Activity [Abstract]
Warrants, Warrants outstanding at beginning	232,175	158,375	3,407,820
Weighted- Average Exercise Price, Warrants outstanding at beginning	$ 5.57	$ 4.78	$ 6.98
Warrants, issued
Weighted- Average Exercise Price, Issued
Warrants, Exercised	73,800	4,200	3,175,645
Weighted- Average Exercise Price, Exercised	$ 7.25	$ 4.8	$ 7.07
Warrants, Expired		3,470
Weighted- Average Exercise Price, Expired		$ 7.81
Warrants, Warrants outstanding at ending	158,375	150,705	232,175
Weighted- Average Exercise Price, Warrants outstanding at ending	$ 4.78	$ 4.71	$ 5.57
Warrants, Warrants exercisable at ending	158,375	150,705	232,175
Weighted- Average Exercise Price, Warrants exercisable at ending	$ 4.78	$ 4.71	$ 5.57

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands							1 Months Ended			4 Months Ended	12 Months Ended
	May 02, 2022	Jan. 03, 2022	Jan. 03, 2022	Sep. 01, 2021	Aug. 04, 2021	Feb. 03, 2021	Sep. 18, 2022	Jul. 28, 2022	Feb. 17, 2021	Dec. 31, 2021	Dec. 31, 2022	Aug. 31, 2021
Stock-Based Compensation (Details) [Line Items]
Options granted	7,500		30,000		100,000			34,000	15,000		1,261,426	10,000
Exercise price (in Dollars per share)			$ 12.03		$ 15.1	$ 10.4			$ 11.33
Options vested						150,000					37,500
Fair value of options granted (in Dollars)					$ 860	$ 1,987	$ 665
Closing market share price (in Dollars per share)					$ 15.1	$ 10.4		$ 8.47	$ 11.33
Expected dividend yield					0.00%	0.00%			0.00%
Expected volatility					61.98%	61.07%			64.39%
Risk-free interest rate					0.82%	0.64%			0.76%
Expected term					6 years 2 months 1 day	6 years 2 months 15 days			5 years 11 months 8 days
Restricted stock unit of granted total shares						680,000
Fair value (in Dollars)		$ 2,084	$ 2,084
Vesting, description					The options shall vest as follows: 12,500 on December 31, 2021, three equal annual installments of 25,000 on each of December 31, 2022, 2023 and 2024 and 12,500 on August 4, 2025.		The options will vest in four annual installments as follows: the first installment vested immediately on the grant date and the remaining three installments shall vest on each of December 31, 2022, 2023 and 2024.
Expired terms	May 02, 2032		Jan. 03, 2032								Aug. 04, 2031
Exercise price (in Dollars per share)				$ 20.19
Installment description				The options shall vest in four equal installments of 12,500 options on each of June 27, 2022, June 27, 2023, June 27, 2024 and June 27, 2025
Common stock price amount (in Dollars)											$ 25
Option of RSU shares											1,572
Aggregate shares			150,000
Stock based compensation description	the Company granted 4,500 RSUs representing a right to receive shares of the Company’s common stock to Mr. Yadin Rozov, a member of the Company’s board of directors. The RSUs shall vest in four equal annual installments on each of May 2, 2023, 2024, 2025 and 2026. The total fair value of these RSUs on the date of grant was $23, using the quoted closing market share price of $5.14 on the Nasdaq Capital Market on the last trading day before the date of grant.		the Company granted an aggregate of 207,500 RSUs representing a right to receive shares of the Company’s common stock to the Company’s employees and members of the Board of Directors as follows: 63,000 to the President and Chief Executive Officer; 42,000 to the Chief Scientific Officer; 21,000 to the Chief Operating and Business Officer, 19,000 to the Chief Financial Officer and Treasurer, 19,000 to the Chief Commercial Officer, 18,000 to the Chief Legal Officer and Secretary (effective as of the time his employment with the Company commenced on January 9, 2022), an aggregate of 24,000 to four board members and 1,500 to an employee. The RSUs vest in four equal annual installments on each of January 1, 2023, 2024, 2025 and 2026. The total fair value of these RSUs on the date of grant was $2,849, using the quoted closing market share price of $13.89 on the Nasdaq Capital Market on the date of grant and $12.03 for the Chief Legal Officer’s grant (equivalent to the closing price of the Company’s common stock on January 10, 2022, which represents the first trading date after his employment with the Company commenced).
Intrinsic value of options exercised (in Dollars)										$ 4,500	$ 4,500
Stock-based compensation non-employees (in Dollars)												$ 22
Compensation expenses (in Dollars)											$ 5,262
Common Stock [Member]
Stock-Based Compensation (Details) [Line Items]
Options granted						340,000
Exercise price (in Dollars per share)					$ 15	$ 15			$ 15
Options vested					33,333	226,667			10,000
Fair value (in Dollars)								$ 576
Common stock shares											33,333
Director [Member]
Stock-Based Compensation (Details) [Line Items]
Options granted											2,662
Closing market share price (in Dollars per share)							$ 3.91
Expected dividend yield							0.00%
Expected volatility							52.87%
Risk-free interest rate							3.62%
Expected term							5 years 5 months 26 days
Vesting, description	The options shall vest in four equal annual installments on each of May 2, 2023, 2024, 2025 and 2026.
Option [Member]
Stock-Based Compensation (Details) [Line Items]
Expired terms			Jan. 03, 2032
Oravax [Member]
Stock-Based Compensation (Details) [Line Items]
Options granted							328,318
Exercise price (in Dollars per share)							$ 3.91
Chief Executive Officer [Member]
Stock-Based Compensation (Details) [Line Items]
Options granted			107,000
Options vested						100,000
Restricted stock unit of granted total shares						200,000
Market share price		13.89
Chief Scientific Officer [Member]
Stock-Based Compensation (Details) [Line Items]
Options granted			72,000
Options vested						40,000					160,000
Restricted stock unit of granted total shares						80,000
Chief Financial Officer [Member]
Stock-Based Compensation (Details) [Line Items]
Options granted			32,000	50,000
Options vested						50,000
Restricted stock unit of granted total shares						100,000
Director [Member]
Stock-Based Compensation (Details) [Line Items]
Exercise price (in Dollars per share)	$ 5.14
Closing market share price (in Dollars per share)	$ 5.14
Director [Member] \| Common Stock [Member]
Stock-Based Compensation (Details) [Line Items]
Exercise price (in Dollars per share)					$ 25	$ 25			$ 25
Options vested					33,334	226,667			10,000
Fair value of options granted (in Dollars)									$ 98
Board of Directors Chairman [Member]
Stock-Based Compensation (Details) [Line Items]
Agreement shares											16,667
Aggregate shares			40,000
Employees shares (in Dollars per share)			$ 2,500
Employees Board Members And Nonemployees [Member]
Stock-Based Compensation (Details) [Line Items]
Options granted			321,500							852,031
Exercise price (in Dollars per share)			$ 13.89
Fair value of options granted (in Dollars)		$ 214	$ 214
Closing market share price (in Dollars per share)		$ 12.03	$ 12.03
Expected dividend yield			0.00%
Expected volatility			63.22%
Risk-free interest rate			1.60%
Expected term			6 years 3 months
Expired terms							Sep. 18, 2032
Chief Operating and Business Officer [Member]
Stock-Based Compensation (Details) [Line Items]
Options granted			36,000
Fair value of options granted (in Dollars)		$ 2,630	$ 2,630
Closing market share price (in Dollars per share)		$ 13.89	$ 13.89
Expected dividend yield			0.00%
Expected volatility			63.05%
Risk-free interest rate			1.46%
Expected term			6 years 3 months
Chief Commercial Officer [Member]
Stock-Based Compensation (Details) [Line Items]
Options granted			32,000
Employees and Directors [Member]
Stock-Based Compensation (Details) [Line Items]
Options granted										859		1,409
Employees [Member]
Stock-Based Compensation (Details) [Line Items]
Intrinsic value of options exercised (in Dollars)										$ 257	$ 243	$ 1,287
Employees and Directors One [Member]
Stock-Based Compensation (Details) [Line Items]
Options granted												859,447
Unrecognized compensation expense (in Dollars)											$ 2,252
Weighted average period											2 years 6 months
Non Employess [Member]
Stock-Based Compensation (Details) [Line Items]
Options granted											47,000
Intrinsic value of options exercised (in Dollars)										49	$ 24	$ 100
Stock-based compensation non-employees (in Dollars)											2
Restricted Stock Units (RSUs) One [Member]
Stock-Based Compensation (Details) [Line Items]
Unrecognized compensation expense (in Dollars)											$ 26
Weighted average period											2 years 3 days
Compensation expenses (in Dollars)										115	$ 92
2019 Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Reserved pool of shares											7,500,000
Maximum term of the options											10 years
Options vested					33,333	226,666			10,000
Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation (Details) [Line Items]
Options granted								404,100
Options vested									10,000
Closing market share price (in Dollars per share)								$ 8.47
Restricted stock unit of granted total shares					100,000	300,000			30,000
Total per shares of fair value (in Dollars)					$ 985	$ 4,511
Fair value (in Dollars)												217
Expired terms											Sep. 01, 2031
Option shares											50,000
Stock based compensation description								the Company granted an aggregate of 175,500 performance based RSUs (“PSUs”) representing a right to receive shares of the Company’s common stock to the Company’s executive officers. The PSUs were to vest in two installments upon achievement of the following milestones: (i) two thirds were to vest upon receipt of positive topline data in the first oral insulin Phase 3 clinical trial; and (ii) one third was to vest upon completion of enrollment of the second oral insulin Phase 3 clinical trial by June 30, 2023. Following the results of the ORA-D-013-1 Phase 3 trial and the termination of the ORA-D-013-2 Phase 3 trial, these performance goals have not been met and the PSUs did not vest. The total fair value of these PSUs on the date of grant was $1,486, using the quoted closing market share price of $8.47 on the Nasdaq Capital Market on the date of grant.
Weighted average period											2 years 14 days
Compensation expenses (in Dollars)										$ 1,286	$ 8,365	$ 1,265
Black Scholes Option-Pricing Model [Member]
Stock-Based Compensation (Details) [Line Items]
Fair value of options granted (in Dollars)	$ 24
Closing market share price (in Dollars per share)											$ 20.19
Expected dividend yield	0.00%										0.00%
Expected volatility	65.26%										61.62%
Risk-free interest rate	3.03%										0.93%
Expected term	6 years 3 months 3 days										6 years 1 month 28 days
Fair value (in Dollars)								$ 3,423

Stock-Based Compensation (Details) - Schedule of fair value of each option grant is estimated on the date of grant using the black scholes option-pricing model or monte carlo model	4 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Aug. 31, 2021
Stock-Based Compensation (Details) - Schedule of fair value of each option grant is estimated on the date of grant using the black scholes option-pricing model or monte carlo model [Line Items]
Expected option life (years)	6 years 1 month 28 days
Expected stock price volatility (%)	61.62%
Risk free interest rate (%)	0.93%
Expected dividend yield (%)	0.00%	0.00%	0.00%
Minimum [Member]
Stock-Based Compensation (Details) - Schedule of fair value of each option grant is estimated on the date of grant using the black scholes option-pricing model or monte carlo model [Line Items]
Expected option life (years)		6 years 3 months	5 years 11 months 8 days
Expected stock price volatility (%)		63.05%	61.07%
Risk free interest rate (%)		1.46%	0.64%
Maximum [Member]
Stock-Based Compensation (Details) - Schedule of fair value of each option grant is estimated on the date of grant using the black scholes option-pricing model or monte carlo model [Line Items]
Expected option life (years)		6 years 3 months 3 days	6 years 2 months 15 days
Expected stock price volatility (%)		65.26%	64.39%
Risk free interest rate (%)		3.03%	0.82%

Stock-Based Compensation (Details) - Schedule of stock options granted to employees and directors - $ / shares	4 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Aug. 31, 2021
Schedule of Stock Options Granted to Employees and Directors [Abstract]
Number of options, Options outstanding at beginning (in Shares)	1,905,783	1,942,117	1,597,149
Weighted average exercise price, Options outstanding at beginning	$ 6.79	$ 7.14	$ 5.47
Number of options, Granted (in Shares)	50,000	359,000	455,000
Weighted average exercise price, Granted	$ 20.19	$ 13.55	$ 11.46
Number of options, Forfeited (in Shares)		(48,334)	(52,584)
Weighted average exercise price, Forfeited		$ 10.59	$ 7.78
Number of options, Expired (in Shares)		(144,000)
Weighted average exercise price, Expired		$ 4.08
Number of options, Exercised (in Shares)	(13,666)	(67,107)	(93,782)
Weighted average exercise price, Exercised	$ 6.32	$ 5.03	$ 6.42
Number of options, Options outstanding at ending (in Shares)	1,942,117	2,041,676	1,905,783
Weighted average exercise price, Options outstanding at ending	$ 7.14	$ 8.47	$ 6.79
Options exercisable at end of year (in Shares)	852,031	1,261,426	859,447
Weighted average exercise price at end of year	$ 6.22	$ 6.86
Weighted average fair value of options granted during the year	$ 11.47	$ 7.99	$ 6.47

Stock-Based Compensation (Details) - Schedule of summary information concerning the options granted to employees and directors outstanding	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number outstanding \| shares	2,041,676
Weighted Average Remaining Contractual Life Years	6 years 11 months 8 days
Weighted average exercise price \| $ / shares	$ 8.47
Employees And Directors [Member] \| 1.00 to 6.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number outstanding \| shares	857,250
Weighted Average Remaining Contractual Life Years	6 years 10 months 6 days
Weighted average exercise price \| $ / shares	$ 3.94
Employees And Directors [Member] \| 6.23 to 9.12 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number outstanding \| shares	283,008
Weighted Average Remaining Contractual Life Years	4 years 9 months 18 days
Weighted average exercise price \| $ / shares	$ 7.96
Employees And Directors [Member] \| 10.40 to 20.19 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number outstanding \| shares	901,418
Weighted Average Remaining Contractual Life Years	7 years 8 months 8 days
Weighted average exercise price \| $ / shares	$ 12.94

Stock-Based Compensation (Details) - Schedule of stock options granted to non-employees outstanding - Share-Based Payment Arrangement [Member] - $ / shares	4 Months Ended		12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Aug. 31, 2021
Stock-Based Compensation (Details) - Schedule of stock options granted to non-employees outstanding [Line Items]
Number of options, Options outstanding at beginning of year (in Shares)	51,500	56,000	51,500	103,152
Weighted average exercise price, Options outstanding at beginning of year	$ 4.26	$ 4.22	$ 4.26	$ 6.64
Number of options, Granted (in Shares)
Weighted average exercise price, Granted
Number of options, Exercised (in Shares)	(4,500)	(4,500)		(10,000)
Weighted average exercise price, Exercised	$ 3.74	$ 3.74		$ 7.36
Number of options, Forfeited (in Shares)
Weighted average exercise price, Forfeited
Number of options, Expired (in Shares)				(37,152)
Weighted average exercise price, Expired				$ 6
Number of options, Options outstanding at end of year (in Shares)	47,000	51,500	47,000	56,000
Weighted average exercise price, Options outstanding at end of year	$ 4.31	$ 4.26	$ 4.31	$ 4.22
Number of options, Options exercisable at end of year (in Shares)	47,000	41,500	47,000	46,000
Weighted average exercise price, Options exercisable at end of year	$ 4.31	$ 4.06	$ 4.31	$ 4.03
Weighted average fair value of options granted during the year
Weighted average fair value of options granted during the period

Stock-Based Compensation (Details) - Schedule of concerning the options granted to non-employees outstanding - 3.74-5.08 [Member]	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Stock-Based Compensation (Details) - Schedule of concerning the options granted to non-employees outstanding [Line Items]
Number outstanding \| shares	47,000
Weighted Average Remaining Contractual Life Years	6 years 11 months 23 days
Weighted Average Exercise Price \| $ / shares	$ 4.31

Stock-Based Compensation (Details) - Schedule of activities for unvested RSUs granted to employees and directors - shares	4 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Aug. 31, 2021
Employees And Directors [Member]
Stock-Based Compensation (Details) - Schedule of activities for unvested RSUs granted to employees and directors [Line Items]
Outstanding at the beginning of period	921,302	801,303	164,636
Granted	50,000	1,009,600	810,000
Issued	(169,999)	(217,333)
Forfeited		(32,000)	(53,334)
Outstanding at the end of the period	801,303	1,561,570	921,302
Vested during the period	33,333	218,000	236,665
Vested and unissued at period end	264,635	265,302	401,301
Non Employees [Member]
Stock-Based Compensation (Details) - Schedule of activities for unvested RSUs granted to employees and directors [Line Items]
Outstanding at the beginning of period		8,000
Granted	12,000
Issued	(4,000)	(4,000)
Forfeited
Outstanding at the end of the period	8,000	4,000
Vested during the period	4,000	4,000
Vested and unissued at period end

Financial Income and Expenses (Details) - Schedule of financial income - USD ($) $ in Thousands	4 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Aug. 31, 2021
Financial Income and Expenses (Details) - Schedule of financial income [Line Items]
Income from interest on deposits	$ 114	$ 3,473	$ 130
Exchange rate differences, net		176
Income from interest on corporate bonds	43	100	217
Gain from securities, net			6
Revaluation of securities, net			889
Other	1	5
Total	$ 158	$ 3,754	$ 1,242

Financial Income and Expenses (Details) - Schedule of financial expenses - USD ($) $ in Thousands	4 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Aug. 31, 2021
Financial Income and Expenses (Details) - Schedule of financial expenses [Line Items]
Exchange rate differences, net	$ 11		$ 2
Bank and broker commissions	2	14	5
Loss from securities, net		43
Revaluation of securities, net	72	763
Other	2		1
Financial expenses	$ 87	$ 820	$ 8

Taxes on Income (Details) - USD ($) $ in Thousands	12 Months Ended
Taxes on Income (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Aug. 31, 2021	Aug. 31, 2020
Taxes on Income (Details) [Line Items]
Accumulated tax loss carryforward	$ 32,805	$ 26,659	$ 25,073	$ 19,392
Domestic Tax Authority [Member]
Taxes on Income (Details) [Line Items]
Corporate tax rate	21.00%
Accumulated tax loss carryforward	$ 31,600	$ 21,211
Description corporate taxation	Under U.S. tax laws, subject to certain limitations, carryforward tax losses originating in tax years beginning after January 1, 2018, have no expiration date, but they are limited to 80% of the company’s taxable income in any given tax year. Carryforward tax losses originating in tax years beginning prior to January 1, 2018, expire 20 years after the year in which incurred.
Net loss carryforward will expire years, description	In the case of the Company, subject to potential limitations in accordance with the relevant law, the net loss carryforward will expire in the years 2029 through 2041.
Israel Tax Authority [Member]
Taxes on Income (Details) [Line Items]
Corporate tax rate	23.00%	23.00%
Accumulated tax loss carryforward	$ 87,291	$ 75,836

Taxes on Income (Details) - Schedule of deferred income taxes - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule of Deferred Income Taxes [Abstract]
Net operating loss carryforward	$ 27,610	$ 22,230
Research and development expenses	5,195	4,429
Less - valuation allowance	(32,805)	(26,659)
Net deferred tax assets

Taxes on Income (Details) - Schedule of loss before taxes on income and income taxes included in the income statements of operations - USD ($) $ in Thousands	4 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Aug. 31, 2021
Loss before taxes on income:
U.S.	$ 3,639	$ 11,164	$ 5,307
Outside U.S.	8,616	26,500	17,682
Loss before taxes on income	12,255	37,664	$ 22,989
Taxes on income (tax benefit):
U.S.
Outside U.S.		100
Income tax expenses (benefit), Total		$ 100

Taxes on Income (Details) - Schedule of reconciliation of income taxes - USD ($) $ in Thousands	4 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Aug. 31, 2021
Schedule Of Reconciliation Of Income Taxes Abstract
Loss before income taxes as reported in the consolidated statement of comprehensive loss	$ (12,255)	$ (37,664)	$ (22,989)
Statutory tax benefit	(2,574)	(7,909)	(4,828)
Increase in income taxes resulting from:
Change in the balance of the valuation allowance for deferred tax	2,497	7,290	4,872
Disallowable deductions	249	1,152	310
Influence of different tax rate applicable to the Subsidiary and changes in tax rates from previous years	$ (172)	(533)	$ (354)
Withholding tax, see note 10d above		100
Uncertain tax position
Taxes on income for the reported year		$ 100

Taxes on Income (Details) - Schedule of unrecognized tax benefits - USD ($) $ in Thousands	4 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Aug. 31, 2021
Schedule of Unrecognized Tax Benefits [Abstract]
Balance at Beginning of Period	$ 11	$ 11	$ 11
Decrease in uncertain tax positions for the current period
Balance at End of Period	$ 11	$ 11	$ 11

Taxes on Income (Details) - Schedule of valuation allowance rollforward - USD ($) $ in Thousands	4 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Aug. 31, 2021
Schedule of Valuation Allowance Rollforward [Abstract]
Balance at beginning of period	$ 25,073	$ 26,659	$ 19,392
Additions	1,585	6,146	5,681
Balance at end of period	$ 26,659	$ 32,805	$ 25,073

Related Party Transactions (Details) $ in Thousands	1 Months Ended				4 Months Ended	10 Months Ended	12 Months Ended
Related Party Transactions (Details) $ in Thousands	Nov. 01, 2022 USD ($)	Nov. 01, 2022 ILS (₪)	Jul. 01, 2008 USD ($)	Jul. 01, 2008 ILS (₪)	Dec. 31, 2021 USD ($)	Oct. 31, 2022 USD ($)	Aug. 31, 2021 USD ($)
Related Party Transactions (Details) [Line Items]
Consulting fee paid	$ 25	₪ 88,023
Gross salary	$ 13	₪ 46,901
Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Consulting fee paid			$ 42	₪ 146,705
Relocation expenses					$ 109	$ 331	$ 377
Chief Scientific Officer [Member]
Related Party Transactions (Details) [Line Items]
Consulting fee paid			$ 30	₪ 106,400

Related Party Transactions (Details) - Schedule of balances with related parties - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
KNRY [Member]
Related Party Transactions (Details) - Schedule of balances with related parties [Line Items]
Accounts payable and accrued expenses - KNRY	$ 1

Related Party Transactions (Details) - Schedule of expenses to related parties - USD ($) $ in Thousands	4 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Aug. 31, 2021
KNRY [Member]
Related Party Transactions (Details) - Schedule of expenses to related parties [Line Items]
Expenses to related parties	$ 818	$ 800	$ 872
Shnida [Member]
Related Party Transactions (Details) - Schedule of expenses to related parties [Line Items]
Expenses to related parties		146
Nadav Kidron (President and Chief Executive Officer) [Member]
Related Party Transactions (Details) - Schedule of expenses to related parties [Line Items]
Expenses to related parties	$ 447	$ 674	$ 687

Asset Acquisition Transaction (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 18, 2021	Dec. 31, 2022
Asset Acquisition Transaction (Details) [Line Items]
Asset acquisitions description	On that date, Oravax’s assets were (1) in process research and development of COVID-19 vaccine technology; and (2) $1,500 to be received in cash. According to the Stockholders Agreement, Oravax issued 1,890,000 shares of its capital stock to the Company, representing 63% of the issued and outstanding share capital of Oravax, on a fully diluted basis, as of the date of issuance, for which the Company paid $1,500.
Royalty net sales		2.50%
Non-sales-based consideration		15.00%
Non-controlling interests		$ 1,495
Expense		1,040
Minimum [Member]
Asset Acquisition Transaction (Details) [Line Items]
Other payments		25,000
Maximum [Member]
Asset Acquisition Transaction (Details) [Line Items]
Other payments		$ 100,000
Oravax [Member]
Asset Acquisition Transaction (Details) [Line Items]
Royalty net sales		7.50%
Oravax License Agreement [Member]
Asset Acquisition Transaction (Details) [Line Items]
License agreement		$ 1,500