What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-03-31 compared with 2022-03-31 · 58 added, 63 removed, 83 unchanged (59% of the section changed)

22 unchanged sentences

GlucoTrack eliminates the handheld unit and will transmit results directly to a user’s

may be at risk as a result of the current COVID-19 pandemic.

Risks that could affect our business include the duration and scope of the

COVID-19 pandemic and the impact on the demand for our products;

actions by governments, businesses and individuals taken in response

to the pandemic;

the length of time of the COVID-19 pandemic and the possibility of its reoccurrence;

the timing required to develop

effective treatments and a vaccine in the event of future outbreaks;

the eventual impact of the pandemic and actions taken in response

to the pandemic on global and regional economies;

and the pace of recovery when the COVID-19 pandemic subsides.

Accounting Policies

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Statements included elsewhere in this report.

Critical accounting estimates.

Our discussion and analysis of our financial condition

and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with USGAAP.

preparation of our consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments

that affect the reported amounts of assets, liabilities, net sales, costs and expenses and related disclosures.

management believes that

there are no critical accounting estimates in these financial statements.

accounting estimates

discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which

have been prepared in accordance with USGAAP.

The preparation of our consolidated financial statements and related disclosures requires

us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, net sales, costs and expenses

and related disclosures.

management believes that there are no critical accounting estimates in these financial statements.

Accounting Pronouncements

2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326):

June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

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Early adoption is permitted.

As the company is eligible to considered as smaller

reporting company ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those

fiscal years.

The adoption of this standard is not expected to result in a material impact to the Company’s financial statements.

the company is eligible to considered as smaller reporting company ASU 2016-13 is effective for fiscal years

beginning after December 15, 2022, including interim periods within those fiscal years.

The adoption of this standard is not expected

to result in a material impact to the Company’s financial statements.

of Operations

3 unchanged sentences

in this report.

Year Ended December 31, 2021 Compared to Year Ended December 31,

Ended December 31, 2022 Compared to Year Ended December 31, 2021

and development expenses

and development expenses were $1,810 thousand for the year ended December 31, 2021, as compared to $1,532 thousand for

the prior-year period.

The increase is attributable to expenses due to slow inventory write-off.

and development expenses were $1,967 thousand for the year ended December 31, 2022, as compared to $1,810 thousand for the prior-year

The increase is attributable to professional fees we accrued during the year.

and development expenses consist primarily of salaries and other personnel-related expenses, including stock-based compensation expenses,

5 unchanged sentences

and marketing expenses

Selling and marketing expenses were $139 thousand

for the year ended December 31, 2021, as compared to $415 thousand for the prior-year period.

The decrease is primarily attributable

to the Company’s decision to reduce its business development expenses until the completion of the development of the GlucoTrack®

Selling and marketing expenses

consist primarily of professional services, salaries, travel expenses and other related expenses.

and marketing expenses were $0 thousand for the year ended December 31, 2022, as compared to $139 thousand for the prior-year period.

The decrease is primarily attributable to the Company’s decision to reduce its business development expenses until the completion

of the development of the GlucoTrack® 2.0.

and marketing expenses consist primarily of professional services, salaries, travel expenses and other related expenses.

and administrative expenses

and administrative expenses were $2,091 thousand for the year ended December 31, 2021, as compared to $1,185 thousand for

the prior-year period.

The increase is primarily attributable to hiring of new and augmented personnel to move forward

our business agenda.

and administrative expenses were $2,465 thousand for the year ended December 31, 2022, as compared to $2,091 thousand for the prior-year

The increase is primarily attributable to insurance expenses of it directors and officers, which the Company accrued due to its

listing on the Nasdaq Capital Market (“NASDAQ”).

and administrative expenses consist primarily of professional services, salaries, travel expenses and other related expenses for executive,

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and accounting services.

Income, net was $26 thousand for the year ended December 31, 2021, as compared to financing Income, net, of $98

thousand for the prior-year period.

The decrease in the financing income is attributed to the decrease in interest income resulting

from the reduction in the company’s cash balance over the year.

loss was $4,067 thousand for the year ended December 31, 2021, as compared to a net loss of $2,696 thousand for the prior-year

The increase in net loss is attributable primarily to the increase in our general and administrative expenses and development expenses as described above.

and Capital Resources

Income, net was $11 thousand for the year ended December 31, 2022, as compared to financing Income, net, of $26 thousand for the prior-year

The decrease in the financing income is attributed to the decrease in interest income resulting from the reduction in the company’s

cash balance over the year.

loss was $4,435 thousand for the year ended December 31, 2022, as compared to a net loss of $4,067 thousand for the prior-year period.

The increase in net loss is attributable primarily to the increase in our general and administrative expenses and development expenses

as described above.

Concern Uncertainty

of December 31, 2022, and December 31, 2021, cash on hand was $2,312 thousand and $6,062 thousand, respectively.

we received $13,009 thousand from the issuance and sale of our common stocks, We do not anticipate that our income from operations will

be sufficient to sustain our operations in the next 12 months.

Based on our current cash burn rate, strategy and operating plan, we believe

that our cash and cash equivalents will enable us to operate for a period of significantly more than one year from the date of this report

to cover our current operating needs and initial clinical trials.

the years 2003-2004, Integrity Israel received loans from stockholders (four separate lenders) in a total amount of approximately $400

However, following the repayment of the entire balance to lender in 2015, the remaining balance as of December 31, 2021 is

approximately $210 thousand.

development and commercialization of non-invasive glucose monitoring devices for use by people, are expected to require substantial further

expenditures.

We remain dependent upon external sources for financing our operations.

Since inception, we have incurred substantial accumulated

losses and negative operating cash flow and have a significant accumulated deficit.

These factors raise substantial doubt about our ability

to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We plan to finance our operations through the sale of equity (including shelf registration statement on Form S-3 was declared effective

on September 27, 2021 by the Securities and Exchange Commission (SEC) which allows the Company to register up to $100,000 thousand of

certain equity and/or debt securities of the Company through prospectus supplement).

There can be no assurance that we will succeed in

obtaining the necessary financing to continue our operations.

the years 2003-2004, Integrity Israel received loans from stockholders (four separate lenders).

The loans are indexed to the Israeli

Consumer Price Index from their origination date and bear no interest.

The Group will be required to pay the loans, in quarterly installments,

commencing on the first quarter following the first fiscal year in which the Group reports net profit in its annual report.

At such time,

the Group will be required to make quarterly payments equal to 10% of its total sales for each quarter until the loans have been repaid

Notwithstanding the repayment mechanism, the Group will not be required to repay the loans during any period in which such payment

would cause a deficit in the Group’s working capital.

As of December 31, 2022, the Group does not expect to make any material repayments

during the following 12-month period, if any, and accordingly the balance of $195 thousand of the loans from stockholders, have been

presented as long-term liabilities.

are required to pay royalties to the Office of the Chief Scientist at a rate ranging between 3-5% of the proceeds from the sale of the

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cash used in operating activities was $3,729 thousand and $3,769 thousand for the years ended December 31, 2022 and 2021, respectively.

Net cash used in operating activities primarily reflects the net loss for those periods of $4,067 thousand and $2,696 thousand,

respectively offset by the net changes in operating assets and liabilities that during the year ended December 31, 2021 increased

our net cash used in operating activities for the year ended December 31, 2021 by $981 thousand.

Cash Used in Investing Activities for the Years Ended December 31, 2021 and December 31, 2020

cash used in investing activities was $1 thousand and $53 thousand for the years ended December 31, 2021 and 2020, respectively,

mainly consisting of equipment purchases (such as computers, research and development and office equipment).

Cash Provided by Financing Activities for the Years Ended December 31, 2021 and December 31, 2020

cash provided by financing activities was $0 thousand and $13,009 thousand for the years ended December 31, 2021 and 2020,

respectively.

Cash provided by financing activities for the years ended December 31, 2020 reflected net capital raised in February

2020 throughout issuance of 37.5 million common stocks.

Net cash used in operating activities primarily reflects the net loss for those periods of $4,435 thousand and $4,067 thousand, respectively.

Cash Provided by (Used in) Investing Activities for the Years Ended December 31, 2022 and December 31, 2021

cash provided by (used in) investing activities was $1 thousand and $(1) thousand for the years ended December 31, 2022 and 2021, respectively,

mainly consisting of equipment sales and purchases (such as computers, research and development and office equipment).

Sheet Arrangements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis