v3.26.1
SCHEDULE OF TOTAL PURCHASE PRICE AND PURCHASE PRICE (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Oct. 20, 2025
Dec. 31, 2025
Dec. 31, 2024
Restructuring Cost and Reserve [Line Items]        
Share consideration   $ 4,840 $ 4,840  
Goodwill $ 6,291   6,291
MitoCareX Bio Ltd [Member]        
Restructuring Cost and Reserve [Line Items]        
Cash consideration   700    
Share consideration   4,840    
Contingent share consideration 854 2,034    
Contingent cash consideration $ 1,287 1,290    
Fair value of total consideration transferred   8,864    
Cash and cash equivalents   135    
Other accounts receivables   35    
Fixed assets   7    
Pre-existing relationship   (1,053)    
Other accounts payables   (298)    
Net liabilities assumed   (1,174)    
Identifiable intangible asset [1]   4,506    
Goodwill [2]   6,291    
Deferred taxes liability   (759)    
Total   $ 8,864    
Identifiable intangible asset useful life   11 years    
Identifiable intangible asset amortization expense     $ 78  
[1] A proprietary algorithm developed by MitoCareX, with an estimated useful life of 11 years. The fair value of the identifiable intangible asset was determined using an income approach, specifically a discounted cash flow method, based on projected future economic benefits expected to be generated from the technology, discounted using a rate of 21%. The valuation incorporated assumptions regarding the expected commercialization potential of the technology, future development milestones, and an appropriate discount rate reflecting the risks associated with early-stage biotechnology assets. The valuation of the identifiable intangible asset involves significant estimates and assumptions, including projections of future cash flows and the selection of an appropriate discount rate. Although management believes these assumptions are reasonable, actual results may differ materially from those estimates. The Identifiable intangible asset is amortized on a straight-line basis over its estimated useful life, resulting in an amortization expense of approximately $78 during the year ended December 31, 2025. The Company does not expect the goodwill recognized in the transaction to be deductible for income tax purposes.
[2] The valuation of goodwill is based on significant estimates and assumptions as of the acquisition date. As of December 31, 2025, no changes in these assumptions were identified.