Exhibit 99.1
PARAZERO TECHNOLOGIES LTD.
CONDENSED INTERIM FINANCIAL STATEMENTS
AS OF JUNE 30, 2026
(UNAUDITED)
INDEX
- - - - - - - - - - - -
PARAZERO TECHNOLOGIES LTD.
CONDENSED INTERIM BALANCE SHEETS (Unaudited)
U.S. dollars
| | |
| |
June 30, | | |
December 31, | |
| | |
Note | |
2026 | | |
2025 | |
| ASSETS | |
| |
| | |
| |
| | |
| |
| | |
| |
| CURRENT ASSETS: | |
| |
| | |
| |
| Cash and cash equivalents | |
| |
| 2,249,887 | | |
| 2,159,313 | |
| Short term deposits | |
| |
| 5,529,529 | | |
| 2,000,000 | |
| Trade receivables | |
| |
| 257,481 | | |
| 185,494 | |
| Other current assets | |
3 | |
| 405,903 | | |
| 283,010 | |
| Inventories | |
| |
| 304,990 | | |
| 204,480 | |
| | |
| |
| | | |
| | |
| TOTAL CURRENT ASSETS | |
| |
| 8,747,790 | | |
| 4,832,297 | |
| | |
| |
| | | |
| | |
| NON-CURRENT ASSETS: | |
| |
| | | |
| | |
| Restricted deposit | |
4 | |
| 86,467 | | |
| 80,721 | |
| Prepaid expenses | |
| |
| 20,536 | | |
| 12,153 | |
| Operating lease right-of-use asset | |
5 | |
| 591,414 | | |
| 273,925 | |
| Property and equipment, net | |
| |
| 96,964 | | |
| 106,224 | |
| TOTAL NON-CURRENT ASSETS | |
| |
| 795,381 | | |
| 473,023 | |
| | |
| |
| | | |
| | |
| TOTAL ASSETS | |
| |
| 9,543,171 | | |
| 5,305,320 | |
The accompanying notes are an integral part of these condensed interim
financial statements.
PARAZERO TECHNOLOGIES LTD.
CONDENSED INTERIM BALANCE SHEETS (Unaudited)
U.S. dollars
| | |
| |
June 30, | | |
December 31, | |
| | |
Note | |
2026 | | |
2025 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| |
| | |
| |
| | |
| |
| | |
| |
| CURRENT LIABILITIES: | |
| |
| | |
| |
| Trade payables | |
| |
| 71,188 | | |
| 116,491 | |
| Operating lease liabilities | |
5 | |
| 274,110 | | |
| 245,682 | |
| Other current liabilities | |
6 | |
| 1,368,717 | | |
| 966,612 | |
| | |
| |
| | | |
| | |
| TOTAL CURRENT LIABILITIES | |
| |
| 1,714,015 | | |
| 1,328,785 | |
| | |
| |
| | | |
| | |
| NON-CURRENT LIABILITIES: | |
| |
| | | |
| | |
| | |
| |
| | | |
| | |
| Operating lease liabilities, net of current portion | |
5 | |
| 304,893 | | |
| 61,002 | |
| Derivative warrant liabilities | |
7 | |
| - | | |
| 758,872 | |
| | |
| |
| | | |
| | |
| TOTAL NON-CURRENT LIABILITIES | |
| |
| 304,893 | | |
| 819,874 | |
| | |
| |
| | | |
| | |
| COMMITMENTS AND CONTINGENCIES | |
9 | |
| | | |
| | |
| | |
| |
| | | |
| | |
| SHAREHOLDERS’ DEFICIT | |
8 | |
| | | |
| | |
| Ordinary shares, NIS 0.02 par value: Authorized 200,000,000 as of June 30, 2026 and December 31, 2025; Issued and outstanding 29,162,475 and 19,666,030 shares as of June 30, 2026 and as of December 31, 2025, respectively | |
| |
| 173,339 | | |
| 111,163 | |
| Additional paid-in capital | |
| |
| 46,576,209 | | |
| 37,934,948 | |
| Accumulated losses | |
| |
| (39,225,285 | ) | |
| (34,889,450 | ) |
| | |
| |
| | | |
| | |
| TOTAL SHAREHOLDERS’ EQUITY | |
| |
| 7,524,263 | | |
| 3,156,661 | |
| | |
| |
| | | |
| | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| |
| 9,543,171 | | |
| 5,305,320 | |
The accompanying notes are an integral part of these condensed interim
financial statements.
PARAZERO TECHNOLOGIES LTD.
CONDENSED INTERIM STATEMENTS
OF COMPREHENSIVE LOSS (Unaudited)
U.S. dollars
| | |
Six months ended June 30, | | |
Six months ended June 30, | |
| | |
2026 | | |
2025 | |
| | |
U.S. dollars | |
| | |
| | |
| |
| Sales | |
| 1,057,210 | | |
| 357,979 | |
| Cost of Sales | |
| 676,834 | | |
| 431,888 | |
| | |
| | | |
| | |
| GROSS PROFIT (LOSS) | |
| 380,376 | | |
| (73,909 | ) |
| | |
| | | |
| | |
| Research and development expenses | |
| 962,705 | | |
| 1,155,436 | |
| Selling and marketing expenses | |
| 1,078,616 | | |
| 752,420 | |
| General and administrative expenses | |
| 2,346,778 | | |
| 1,670,513 | |
| | |
| | | |
| | |
| OPERATING LOSS | |
| (4,007,723 | ) | |
| (3,652,278 | ) |
| Change in fair value of derivative warrant liabilities | |
| (526,930 | ) | |
| 1,253,042 | |
| Other finance income, net | |
| 198,818 | | |
| 103,281 | |
| | |
| | | |
| | |
| NET LOSS AND COMPREHENSIVE LOSS | |
| (4,335,835 | ) | |
| (2,295,955 | ) |
| | |
| | | |
| | |
| Net loss per ordinary share, basic and diluted | |
| (0.17 | ) | |
| (0.14 | ) |
| Weighted average number of ordinary shares outstanding, basic and diluted | |
| 24,915,975 | | |
| 16,018,334 | |
The accompanying notes are an integral part of these condensed interim
financial statements.
PARAZERO TECHNOLOGIES LTD.
CONDENSED INTERIM STATEMENTS
OF CHANGES IN SHAREHOLDERS’ DEFICIT (Unaudited)
U.S. dollars
| | |
Ordinary shares | | |
Additional | | |
| | |
| |
| | |
Number | | |
| | |
paid-in | | |
Accumulated | | |
| |
| | |
of shares | | |
Amount | | |
capital | | |
losses | | |
Total | |
| | |
| | |
| | |
| | |
| | |
| |
| BALANCE AS OF DECEMBER 31, 2024 | |
| 12,817,092 | | |
| 72,061 | | |
| 29,093,585 | | |
| (29,477,287 | ) | |
| (311,641 | ) |
| CHANGES DURING THE SIX MONTHS ENDED JUNE 30, 2025: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Issuance of ordinary shares and pre-funded warrants, net of issuance costs (Note 8D) | |
| 2,818,182 | | |
| 15,762 | | |
| 2,516,733 | | |
| | | |
| 2,532,495 | |
| Issuance of ordinary shares from vested restricted share units | |
| 283,999 | | |
| 1,611 | | |
| (1,611 | ) | |
| | | |
| - | |
| Stock based compensation | |
| | | |
| | | |
| 511,818 | | |
| | | |
| 511,818 | |
| Exercise of series A warrants (Note 8B) | |
| 1,144,357 | | |
| 6,348 | | |
| 3,086,861 | | |
| | | |
| 3,093,209 | |
| Comprehensive loss | |
| - | | |
| - | | |
| - | | |
| (2,295,955 | ) | |
| (2,295,955 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| BALANCE AS OF JUNE 30, 2025 | |
| 17,063,630 | | |
| 95,782 | | |
| 35,207,386 | | |
| (31,773,242 | ) | |
| 3,529,926 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| BALANCE AS OF DECEMBER 31, 2025 | |
| 19,666,030 | | |
| 111,163 | | |
| 37,934,948 | | |
| (34,889,450 | ) | |
| 3,156,661 | |
CHANGES DURING SIX MONTHS ENDED JUNE 30, 2026: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Issuance of ordinary shares and pre-funded warrants, net of issuance costs (Note 8F) | |
| 1,500,000 | | |
| 9,500 | | |
| 1,281,953 | | |
| | | |
| 1,291,453 | |
| Issuance of ordinary shares and pre-funded warrants, net of issuance costs (Note 8G) | |
| 2,000,000 | | |
| 12,698 | | |
| 1,858,405 | | |
| | | |
| 1,871,103 | |
| Issuance of ordinary shares and pre-funded warrants, net of issuance costs (Note 8H) | |
| 5,333,282 | | |
| 34,276 | | |
| 3,391,745 | | |
| | | |
| 3,426,021 | |
| Stock based compensation | |
| | | |
| | | |
| 829,058 | | |
| | | |
| 829,058 | |
| Issuance of shares upon restricted share units vesting | |
| 663,163 | | |
| 5,702 | | |
| (5,702 | ) | |
| | | |
| - | |
| Classification of series A warrants to Equity (Note 8B) | |
| - | | |
| | | |
| 1,285,802 | | |
| | | |
| 1,285,802 | |
| Comprehensive loss | |
| - | | |
| | | |
| | | |
| (4,335,835 | ) | |
| (4,335,835 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| BALANCE AS OF JUNE 30, 2026 | |
| 29,162,475 | | |
| 173,339 | | |
| 46,576,209 | | |
| (39,225,285 | ) | |
| 7,524,263 | |
The accompanying notes are an integral part of these condensed interim
financial statements.
PARAZERO TECHNOLOGIES LTD.
CONDENSED INTERIM STATEMENTS
OF CASH FLOWS (Unaudited)
U.S. dollars
| | |
Six months ended June 30, | |
| | |
2026 | | |
2025 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| |
| Net loss | |
| (4,335,835 | ) | |
| (2,295,955 | ) |
| | |
| | | |
| | |
| Adjustments required to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| | |
| | | |
| | |
| Depreciation | |
| 14,878 | | |
| 13,762 | |
| Stock based compensation | |
| 829,058 | | |
| 511,818 | |
| Inventory write-down | |
| 74,694 | | |
| 81,677 | |
| Changes in fair value of derivative liabilities | |
| 526,930 | | |
| (1,253,042 | ) |
| Loss from exchange differences on cash and cash equivalents | |
| 7,000 | | |
| 5,640 | |
| Finance (incomes) expenses | |
| (49,317 | ) | |
| 27,015 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Trade receivables, net | |
| (71,987 | ) | |
| 77,889 | |
| Other current assets | |
| (122,893 | ) | |
| (128,125 | ) |
| Prepaid expenses | |
| (8,383 | ) | |
| 17,605 | |
| Inventories | |
| (175,204 | ) | |
| (27,945 | ) |
| Operating lease right-of use asset | |
| 103,831 | | |
| 86,341 | |
| Trade payables | |
| (45,302 | ) | |
| (1,925 | ) |
| Operating lease liabilities | |
| (99,686 | ) | |
| (86,341 | ) |
| Other current liabilities | |
| 402,104 | | |
| (98,165 | ) |
| | |
| | | |
| | |
| Net cash used in operating activities | |
| (2,950,112 | ) | |
| (3,069,751 | ) |
| | |
| | | |
| | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
| | |
| | | |
| | |
| Investment in short term deposits | |
| (3,529,529 | ) | |
| (2,500,000 | ) |
| Change in restricted deposit | |
| (5,746 | ) | |
| (8,363 | ) |
| Purchase of property and equipment | |
| (5,616 | ) | |
| (20,818 | ) |
| Net cash used in investing activities | |
| (3,540,891 | ) | |
| (2,529,181 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
| | |
| | | |
| | |
| Proceeds from exercise of series A warrants | |
| | | |
| 1,258,793 | |
| Issuance of ordinary shares and prefunded warrants, net of issuance costs (Note 8D) | |
| 6,588,577 | | |
| 2,532,495 | |
| Net cash from financing activities | |
| 6,588,577 | | |
| 3,791,288 | |
| | |
| | | |
| | |
| Effect of exchange rate changes on cash, cash equivalents | |
| (7,000 | ) | |
| (5,640 | ) |
| Net increase (decrease) in cash and cash equivalents | |
| 90,574 | | |
| (1,813,284 | ) |
| Cash and cash equivalents at beginning of period | |
| 2,159,313 | | |
| 4,178,866 | |
| Cash and cash equivalents at end of period | |
| 2,249,887 | | |
| 2,365,582 | |
| | |
Six months ended June 30, | |
| | |
2026 | | |
2025 | |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOWS: | |
| | |
| |
| Cash received from interest | |
| 138,812 | | |
| 127,596 | |
| Supplemental disclosure of non-cash investment and financing activities: | |
| | | |
| | |
| Derivative warrants liabilities exercised into ordinary shares | |
| - | | |
| 1,834,416 | |
| Derivative warrants liabilities classified to equity | |
| 1,285,802 | | |
| | |
| Right-of-use assets obtained in exchange for operating lease liabilities | |
| 421,320 | | |
| - | |
The accompanying notes are an integral part
of these condensed interim financial statements.
PARAZERO TECHNOLOGIES LTD.
Note 1 – General
| | A. | PARAZERO TECHNOLOGIES LTD. (the “Company”) was incorporated in Israel on June 30, 2013. The Company’s address is 1 Hatachana, Kfar Saba, 4453001, Israel. The Company was founded by a group of aviation professionals and drone industry veterans and operates as an aerospace defense company focused on the development of smart, autonomous solutions for the global manned and unmanned aerial systems (UAS) industry. The Company develops, manufactures, markets, and sells counter-UAS net-launching platforms designed to protect against hostile drones in both battlefield and urban environments, precision aerial delivery systems for military applications, and smart, autonomous parachute safety systems designed to enable safe flight operations over populated areas and beyond visual line-of-sight. The Company sells its products internationally. |
| |
B. |
The Company’s ordinary shares began trading on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “PRZO” on July 27, 2023, following its initial public offering transaction. |
| | C. | The Company is in its early commercialization stage and has not yet generated significant revenue to date. The Company has funded its operations substantially through issuances of its equity securities in public and private offerings.
As of June 30, 2026, the Company had $7.7 million in cash, cash equivalents and short-term deposits. The Company has incurred recurring losses and negative cash flows from operating activities since its inception. Net cash used in operating activities for the six months ended June 30, 2026 was $2.9 million, and as of June 30, 2026, the Company had accumulated losses of approximately $39.2 million.
Considering the above, the Company’s management currently estimates that based on its operating plan, its cash position, together with anticipated revenue from existing customers pursuant to existing purchase orders, as well as projected revenue from new customers, will be sufficient to fund its current operations and satisfy its obligations through at least the next 12 months from the date of issuance of these financial statements. |
PARAZERO TECHNOLOGIES LTD.
Note 2 – Basis for Presentation and Significant Accounting
Policies
The Company’s accompanying unaudited
condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States
(“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnote disclosures
required by U.S. GAAP for complete financial statements.
The condensed interim financial statements
reflect all adjustments considered necessary for a fair presentation of the results of operations and financial position for the interim
periods presented. All such adjustments are of a normal recurring nature.
These unaudited interim financial statements
should be read in conjunction with the financial statements of the Company for the year ended December 31, 2025 and notes thereto that
are included in the Company’s Form 20-F, filed with the Securities and Exchange Commission (the “SEC”) on March 26,
2026. The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The results of operations for the six months ended June 30, 2026 are not necessarily indicative of the results to be expected for any
other interim period or for the year ending December 31, 2026.
| B. | Significant
Accounting Policies |
The significant accounting policies
followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the
preparation of the latest annual financial statements.
| C. | Recent
Accounting Pronouncements |
Recent accounting pronouncements are
identical to those presented in the latest annual financial statements, except for the following:
In December 2025, the FASB issued
ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies and improves existing interim reporting guidance
by consolidating disclosure requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events
and changes occurring after the most recent annual reporting period that are expected to have a material effect on the entity’s
financial condition or results of operations. The ASU does not introduce significant changes to recognition or measurement guidance. The
amendments in ASU 2025-11 are effective for interim reporting periods within fiscal years beginning after December 15, 2027, with early
adoption permitted. ASU 2025-11 allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating
the impact of ASU 2025-11 on its consolidated financial statements and related disclosures
PARAZERO TECHNOLOGIES LTD.
Note 3 – Other Current Assets:
| | |
June 30 | | |
December 31 | |
| | |
2026 | | |
2025 | |
| Governmental institutions | |
| 58,606 | | |
| 32,330 | |
| Prepaid expenses | |
| 253,572 | | |
| 122,532 | |
| Advance to suppliers | |
| 71,587 | | |
| 72,799 | |
| Income receivable | |
| 17,807 | | |
| 51,305 | |
| Other current assets | |
| 4,331 | | |
| 4,044 | |
| | |
| 405,903 | | |
| 283,010 | |
Note 4 – Restricted Deposits:
The restricted deposits consist of funds
that are contractually restricted as to usage or withdrawal due to guarantees made with regard to lease payments for the Company’s
office space. The bank deposit bears an annual interest rate of 4.21%.
Note 5 – Leases:
On February 1, 2024, the Company entered
into a three-year lease agreement commencing on March 15, 2024 (the “Lease Agreement”), to move its corporate headquarters,
including the offices and research and development facility, to 1 Hatahana Street, Menivim Tower, Kfar Saba 4453001 Israel where it occupies
approximately 6,340 square feet, plus an additional storage space of approximately 260 square feet and 12 parking spaces. The Company
completed the move to the new corporate headquarters in March 2024. The monthly aggregate rental payment is NIS 75,800 (approximately
$24,450) plus VAT, as required under Israeli law. The Company provided a bank guarantee in the amount of approximately NIS 257,500 (approximately
$86,467) to the Company’s landlords as part of the Lease Agreement. At the end of the term, the Company has an option to extend
the lease for an additional three years (which is not included in the measurement of the lease).
On June 17, 2026 the Company extended
the lease for an additional one and a half years and has an option to extend the lease for an additional one and a half years (which are
not included in the measurement of the lease).
In addition, on July 6, 2025, the Company
entered into a three-year lease agreement to lease a vehicle. The monthly aggregate rental payment is approximately NIS 4,000 (approximately
$1,300) plus VAT, as required under Israeli law.
The Company’s lease expenses
(building and vehicle) were as follows:
| | |
Six months ended | |
| | |
June 30, | |
| | |
2026 | | |
2025 | |
| Lease expense (building and vehicle) | |
$ | 165,950 | | |
$ | 123,422 | |
Other information related to the building
leases as follows:
| | | Six months ended | |
| | | June 30, | |
| | | 2026 | | | 2025 | |
| Weighted-average remaining lease term — operating leases (years) | | | 2.2 | | | | 1.71 | |
| Weighted-average discount rate — operating leases (%) | | | 10 | | | | 11.54 | |
PARAZERO TECHNOLOGIES LTD.
Other information related to the vehicle
leases as follows:
| | | Six months ended | |
| | | June 30, | |
| | | 2026 | | | 2025 | |
| Weighted-average remaining lease term — operating leases (years) | | | 1.5 | | | | 2.5 | |
| Weighted-average discount rate — operating leases (%) | | | 8 | | | | 8 | |
Undiscounted maturities of operating
lease payments are summarized as follows:
| | |
June 30, 2026 | |
| 2026 | |
$ | 146,547 | |
| 2027 | |
$ | 293,094 | |
| 2028 | |
$ | 200,439 | |
| Total undiscounted cash flows | |
$ | 640,081 | |
| Imputed interest | |
$ | (61,078 | ) |
| Operating lease liabilities | |
$ | 579,001 | |
Note 6 – Other Current Liabilities:
| | |
June 30 | | |
December 31 | |
| | |
2026 | | |
2025 | |
| Employees, salaries and related liabilities | |
| 430,943 | | |
| 462,110 | |
| Deferred Revenue (1) | |
| 85,690 | | |
| 133,436 | |
| Warranty provision | |
| 12,335 | | |
| 12,335 | |
| Advances from customers | |
| 492,237 | | |
| 181,895 | |
| Accrued expenses | |
| 311,525 | | |
| 165,110 | |
| Other payables | |
| 35,987 | | |
| 11,726 | |
| | |
| 1,368,717 | | |
| 966,612 | |
(1)
| | |
June 30 | | |
December 31 | |
| | |
2026 | | |
2025 | |
| Balance at the beginning of the period | |
| 133,436 | | |
| 142,340 | |
| Deferred revenue relating to new sales | |
| - | | |
| 17,746 | |
| Revenue recognized during the period | |
| (47,746 | ) | |
| (26,650 | ) |
| Balance at the end of the period | |
| 85,690 | | |
| 133,436 | |
Remaining Performance Obligations (“RPO”)
represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be recognized as
revenue in future periods. As of June 30, 2026, the total RPO amounted to $2.2M, which the Company expects to recognize in the future.
PARAZERO TECHNOLOGIES LTD.
Note 7 – Derivatives Warrant Liabilities:
Private Placement Warrants
The Company issued pre-funded warrants,
series A warrants and series B warrants as part of the PIPE (as defined in Note 8.B below) in October 2023. The pre-funded warrants and
series B warrants have been fully exercised. As of December 31, 2025, 1,837,461, series A warrants were outstanding. Each series A warrant
may be exercised to purchase one ordinary share with an exercise price of $1.1 per ordinary share, subject to beneficial ownership limitations
and adjustments.
On January 5, 2026, the Company completed
an equity financing that triggered the final adjustment to the exercise price of the series A warrants pursuant to their down-round reset
provision. Following such adjustment, the exercise price of the Series A warrants was fixed at $1.00 per ordinary share, and the reset
provision expired in accordance with the terms of the Series A warrants. The series A warrants were initially classified as liabilities
due to certain provisions, on top of standard down round reset provisions, that were contained within their exercise price adjustment
clauses, that prohibited equity classification under US Gaap. These provisions expired on January 5, 2026, with the final reset of the
exercise price. Accordingly, the Series A warrants were reclassified as an equity instrument as of January 5, 2026, see note 8F.
The fair value of the series A
warrants as of January 4, 2026 was calculated using the Black–Scholes option price model, based on a probability of an adjustment
event and using the following assumptions:
| |
|
June 30,
2026 |
|
|
December 31,
2025 |
|
| Expected volatility (%) |
|
|
78.67 |
% |
|
|
78.67% - 81.94 |
% |
| Risk-free interest rate (%) |
|
|
3.57 |
% |
|
|
3.57% - 4.31 |
% |
| Expected Life (years) |
|
|
3.33 |
|
|
|
3.33 - 4.32 |
|
| Value per share |
|
|
$1.18 |
|
|
|
$0.82 - $1.604 |
|
| Exercise price (U.S. dollars per share) |
|
$ |
$1 |
|
|
$ |
$1 - $1.1 |
|
The following table sets forth the changes
in the number of outstanding series A warrants during the six months ended June 30, 2026:
| Balance as of December 31, 2025 | |
| 1,837,461 | |
| Exercise of warrants | |
| - | |
| Balance as of January 4, 2026 and as of June 30 2026 | |
| 1,837,461 | |
The following table sets forth the fair
value changes of the series A warrants:
| Balance as of December 31, 2025 | |
| 758,872 | |
| Change in fair value | |
| 526,930 | |
| Balance as of January 4, 2026 | |
| 1,285,802 | |
| Classification to equity | |
| (1,285,802 | ) |
| Balance as of June 30, 2026 | |
| - | |
PARAZERO TECHNOLOGIES LTD.
Note 8 – Shareholders’ Equity:
| A. | Initial
public offering (the “IPO”) |
| | | On July 31, 2023, the Company closed an initial public offering of its ordinary shares (the “IPO”). The Company issued and sold 1,950,000 ordinary shares pursuant to which it received gross proceeds of approximately $7.8 million. |
| | | On October 30, 2023, the Company raised gross proceeds of approximately $5.1 million in a private investment in public equity transaction (the “PIPE”). The Company issued and sold 1,136,364 ordinary shares and issued 3,500,000 pre-funded warrants, each to purchase one ordinary share, pursuant to which the Company received gross proceeds of approximately $5.1 million. In addition, the Company issued an aggregate of 4,636,364 and 140,373, series A warrants and series B warrants, respectively, to purchase ordinary shares. During 2023, certain warrant holders exercised 2,894,548 pre-funded warrants and 8,257 series B warrants via a cashless exercise mechanism for which investors received 2,876,957 and 8,217 ordinary shares, respectively. During January and February 2024, certain warrant holders exercised 605,452 pre-funded warrants and 132,116 series B warrants on a cashless basis into 601,367 ordinary shares and 131,249 ordinary shares, respectively. During December 2024, certain warrant holders exercised 1,654,546 series A warrants into 1,654,546 ordinary shares accordingly. As a result of such exercise, the Company received approximately $1.8 million. As of December 31, 2024, the pre-funded warrants and series B warrants have been exercised in full. During January 2025, certain warrant holders exercised 1,144,357 series A warrants into 1,144,357 ordinary shares accordingly. As a result of such exercise, the Company received approximately $1.2 million. As of June 30, 2026, there were 1,837,461
series A warrants outstanding. |
| | C. | Form F-3 (the “Form F-3”) |
| | | |
| | | On August 9, 2024, the Company filed a Shelf Registration Statement on Form F-3 (the “Form F-3”) with the SEC for the registration under the Securities Act of 1933, as amended, of such indeterminate number of ordinary shares, warrants to purchase ordinary shares, and units, in one or more offerings for an aggregate initial offering price of up to $50,000,000 on Form F-3. The Form F-3 was declared effective by the SEC on August 16, 2024. As of the date of these financial statements, the Company has raised an aggregate of $12,799,999.75 in gross proceeds of the Form F-3, as further described in Notes 8C (D-H) below. |
PARAZERO TECHNOLOGIES LTD.
| |
D. |
Registered direct offering - February 13, 2025 |
| | | On February 13, 2025, the Company closed a registered direct offering utilizing the Form F-3. The Company issued and sold 2,518,182 ordinary shares and issued 300,000 pre-funded warrants, each to purchase one ordinary share, pursuant to which the Company received gross proceeds of approximately $3.1 million. The pre-funded warrants were exercised in full during the six months ended June 30, 2025. |
| | E. | Registered direct offering - August 4, 2025 |
| | | |
| | | On August 4, 2025, the Company closed a registered direct offering utilizing Form F-3. The Company issued and sold 1,700,001 ordinary shares and issued 300,000 pre-funded warrants, each to purchase one ordinary share, pursuant to which the Company received gross proceeds of approximately $2.2 million. The pre-funded warrants were exercised in full during the year ended December 31, 2025. |
| | F. | Registered direct offering - January 5, 2026 |
| | | |
| | | On January 5, 2026, the Company completed a registered direct offering utilizing the Form F-3. The Company issued and sold 850,000 ordinary shares and 650,000 pre-funded warrants to purchase 650,000 ordinary shares at a price of $1.00 per ordinary share and $0.99999 per pre-funded warrant, which is equal to the offering price per ordinary share sold in the offering minus an exercise price of $0.00001 per pre-funded warrant. The pre-funded warrants are immediately exercisable and may be exercised at any time until exercised in full. Aggregate gross proceeds to the Company were approximately $1.5 million. As of the date of these financial statements, the pre-funded warrants have been exercised in full into 650,000 ordinary shares. |
| | G. | Registered direct offering – January 12, 2026 |
| | | |
| | | On January 12, 2026, the Company completed a registered direct offering utilizing the Form F-3. The Company issued and sold 1,000,000 ordinary shares and 1,000,000 pre-funded warrants to purchase 1,000,000 ordinary shares at a price of $1.00 per ordinary share and $0.99999 per pre-funded warrant, which is equal to the offering price per ordinary share sold in the offering minus an exercise price of $0.00001 per pre-funded warrant. The pre-funded warrants are immediately exercisable and may be exercised at any time until exercised in full. Aggregate gross proceeds to the Company were approximately $2.0 million. As of the date of these financial statements, the pre-funded warrants have been exercised in full into 1,000,000 ordinary shares. |
| | H. | Registered direct offering – March 24, 2026 |
| | | |
| | | On March 24, 2026, the Company completed a registered direct offering utilizing the Form F-3. The Company issued and sold 1,208,333 ordinary shares and 4,125,000 pre-funded warrants to purchase 4,125,000 ordinary shares at a price of $0.75 per ordinary share and $0.74999 per pre-funded warrant, which is equal to the offering price per ordinary share sold in the offering minus an exercise price of $0.00001 per pre-funded warrant. The pre-funded warrants are immediately exercisable and may be exercised at any time until exercised in full. Aggregate gross proceeds to the Company were approximately $4.0 million. As of the date of these financial statements, all pre-funded warrants have been exercised into shares on a cashless basis. |
During April 2024, certain consultants
exercised 359,020 warrants via a cashless exercise mechanism for which they received 355,974 ordinary shares.
As of June 30,2026, the remaining outstanding
equity warrants are summarized in the table below:
| Issuance date | | In connection with | | Expiration date | | No. of warrants issued | | | Exercise price per share | | | No. of Ordinary shares underlying warrants | |
| 2022* | | Delta Drone Warrants (L.I.A. Pure Capital Ltd) | | July 31, 2028 | | | 111,261 | | | $ | 4.00 | | | | 111,261 | |
| 2023 | | IPO Underwriter Warrants | | July 31, 2028 | | | 97,500 | | | $ | 5.00 | | | | 97,500 | |
| 2023 | | IPO Consultant Warrants | | September 20, 2028 | | | 144,606 | | | $ | 1.275 | | | | 144,606 | |
| 2023 | | Series A warrants | | October 30, 2028 | | | 1,837,461 | | | $ | 1 | | | | 1,837,461 | |
PARAZERO TECHNOLOGIES LTD.
| F. | Stock-based
Compensation |
The Company’s Global Share Incentive
Plan (2022) (the “Plan”) was adopted by Company’s Board of Directors (the “Board”) on March 28,
2022. The Plan provides for the grant of options to purchase ordinary shares, restricted share units representing ordinary shares and
ordinary shares (collectively, the “Awards”) to the Company’s employees, officers, directors, advisors and consultants
in order to promote a close identity of interests between those individuals and us.
On February 19, 2025, the Company’s
pool of shares under the Plan was increased by 2,500,000 ordinary shares.
On June 1, 2026, the Company’s
pool of shares under the Plan was increased by 2,500,000 ordinary shares.
As of June 30, 2026, the total number
of ordinary shares reserved for issuance under existing awards granted under the Plan was 5,610,156 ordinary shares and 1,429,488 ordinary
shares remain available for future awards under the Plan. Ordinary shares subject to Awards granted under the Plan that expire, are forfeited
or otherwise terminated without having been exercised in full will become available again for future grant under the Plan.
For the six months ended June 30, 2026,
the Board approved the grant of an aggregate of 514,933 options to purchase 514,933 ordinary shares to an employee of the Company. All
options may be exercised within 5 years from the date of their grant and are subject to a four-year vesting schedule with a two-year cliff
such that 50% of the options shall vest at the completion of two years from the approval of the grant by the Board, and afterward, 6.25%
shall vest upon completion of each three-month period of continuous employment or services for the remaining two-year vesting period.
The average exercise price of the options is $1.275 per ordinary share. All the other terms of the grant of the options shall be as set
forth in the Plan. The fair value of this grant was $284,728 calculated using the Black Scholes option pricing model
A summary of the stock option activity
for the six months ended June 30, 2026 is as follows:
| | |
Number of Options | | |
Weighted Average Exercise Price | |
| Options outstanding as of December 31, 2025 | |
| 575,063 | | |
$ | 1.341 | |
| Granted | |
| 514,933 | | |
$ | 1.275 | |
| Forfeited | |
| (87,004 | ) | |
$ | 1.333 | |
| Options outstanding as of June 30, 2026 | |
| 1,002,992 | | |
$ | 1.308 | |
| Options exercisable as of June 30, 2026 | |
| 114,425 | | |
$ | 1.275 | |
As of June 30, 2026, the Company had 888,567 unvested
options, the weighted-average remaining contractual life of the outstanding options was 3.97 years, and the weighted-average remaining
contractual life of the exercisable options was 2.3 years.
As of June 30, 2026, the unrecognized
compensation cost related to all unvested options is $439,012 and expected to be recognized as an expense on a straight-line basis over
a weighted-average period of 2.9 years.
As of June 30, 2026, the intrinsic value
of the outstanding and exercisable options was 0.
The Company used the Black-Scholes option-pricing
model to determine the fair value of options granted during 2023 - 2026. The following assumptions were applied in determining the options’
fair value on their grant date:
| |
|
2026 |
|
|
2025 |
|
| Risk-free interest rate |
|
3.43% - 4.11 |
% |
|
3.5% - 4.37 |
% |
| Expected option term (years) |
|
3.65 - 3.79 |
|
|
2.6 - 3.79 |
|
| Expected share price volatility |
|
96.3% - 96.7% |
|
|
95.9% - 98.0% |
|
| |
G. |
Restricted Share Units Grant |
On March 1, 2026, the Board approved
the grant of an aggregate of 1,779,693 RSUs to certain officers, directors and consultants, subject to their continued engagement with
the Company. The grant of the RSUs was made under and in accordance with the Plan and within the Company’s Compensation Policy for
the Office Holders (the “Compensation Policy”), with the exception of the grant to the Company’s non-executive directors
and the limitations set by the Compensation Policy. On June 1, 2026, the Company’s shareholders approved the grant of an aggregate
of 631,020 RSUs (which are part of the 1,779,693 RSUs approved on March 1, 2026 by the Board) to the Company’s chief executive officer
and the directors of the Company, subject to their continued engagement with the Company.
PARAZERO TECHNOLOGIES LTD.
The Company calculates the fair value
of RSUs based on the fair value on the closing trading price of the underlying shares at the date of grant. Each RSU vests based on continued
service to the Company, between 12 – 36 months. The grant date fair value of the award is recognized as stock-based compensation
expense over the requisite service period.
The fair value of this grant was $1,938,251,
As of June 30, 2026, the unrecognized compensation cost related to all unvested RSUs was $1,484,065
A summary of the RSUs activity for the
six months ended June 30, 2026 is as follows:
| | |
Amount of RSUs | | |
Weighted Average Grant date Fair |Value per Share | |
| Outstanding as of December 31, 2025 | |
| 586,584 | | |
$ | 1.069 | |
| Granted | |
| 1,779,693 | | |
$ | 1.09 | |
| Forfeited | |
| - | | |
| | |
| Vested | |
| (663,163 | ) | |
$ | 1.125 | |
| Unvested and Outstanding as of June 30, 2026 | |
| 1,703,114 | | |
$ | 1.068 | |
Note 9 – Commitments and Contingencies
| |
A. |
Israel Innovation Authority |
The Company has received royalty-bearing
grants from the Israel Innovation Authority (the “IIA”), for approved research and development projects. The programs include
grants for: wages, materials, subcontractors and miscellaneous. The Company is required to pay royalties at the rate of 3%-3.5% depending
on meeting certain conditions on sales of the products developed with the funds provided by the IIA, up to an amount equal to 300% of
the IIA research and development grant received, depending upon the manufacturing volume that is performed outside of Israel, indexed
to the U.S. dollar and bearing interest., Until December 31, 2023, the interest was calculated at a rate based on an annual application
of the London Interbank Offered Rate, applicable to U.S. dollar deposits, however, pursuant to the latest IIA regulations, as of January
1, 2024, IIA grants received after June 30, 2017, shall bear interest calculated at a rate based on an annual application of the Secured
Overnight Financing Rate (“SOFR”), or at an alternative rate published by the Bank of Israel, plus approximately 0.72%. indexed
to the dollar including accrued interest at the SOFR rate.
As of December 31, 2019, the research
and development projects funded by the IIA were completed. The total amount of the IIA grant received was $738 thousand.
As of June 30, 2026, the maximum
obligation with respect to the grants received from the IIA, including accrued interest, contingent upon entitled future sales, is $575
thousand. During the six months ended on June 30, 2026, the Company paid the IIA royalties in the amount of approximately $9 thousand
in connection with revenues recorded During the six months ended on December 31, 2025, of the products developed with the funds provided
by the IIA.
When a company develops know-how, technology
or products using IIA grants, the terms of these grants and the Research Law restrict the transfer of such know-how, and the transfer
of manufacturing or manufacturing rights of such products, technologies or know-how outside of Israel, without the prior approval
of the IIA. Therefore, the discretionary approval of an IIA committee would be required for any transfer to third parties inside
or outside of Israel of know-how or manufacturing or manufacturing rights related to those aspects of such technologies. There is
no certainty that the Company would obtain such approvals.
PARAZERO TECHNOLOGIES LTD.
The Company’s long-term restricted
deposits held in a bank in the amount of NIS 257,500 ($86,467) have been pledged as security in respect of guarantees granted by the bank
to the Company’s landlords as part of the Company’s office lease agreement (see Note 5 above). Such deposits cannot be pledged
to others or withdrawn without the consent of the bank.
The Company filed a claim against
a customer (the “Customer”) in connection with an alleged breach of a consulting and development services agreement entered into
in September 2024. The Company alleges that it completed the first two milestones under the agreement, including regulatory
research, technical testing, and the presentation of an implementation solution, and that the Customer subsequently terminated the
engagement and failed to pay the agreed consideration for the services rendered.
The Customer filed a statement of defense and counterclaim
against the Company, alleging, among other things, that the Company failed to fulfill its obligations under the agreement and made misrepresentations
regarding its expertise. The counterclaim seeks reimbursement of amounts previously paid to the Company, as well as compensation for alleged
lost business opportunities and impairment of the Customer’s value.
The Company’s management
is of the opinion that the claim has no merits and intends to vigorously defend its case.
Given the early stage of the proceedings, the Company is
unable to determine the likelihood of an adverse outcome or reasonably estimate any potential loss, if any, associated with the matter.
NOTE 10 – SEGMENT REPORTING
Segment information is prepared
on the same basis that the chief executive officer, who is the Company’s chief operating decision maker, manages the business, makes
business decisions and assesses performance. The Company has one reportable segment specializing in the developments and sale of autonomous
parachute safety systems technologies for commercial and military platforms as well as for urban air mobility aircraft, as described in
Note 1.
The chief executive officer
assesses performance for this segment and decides how to allocate resources based on operating expenses excluding non-cash items and net
loss. The measure of segment assets is reported on the balance sheet as cash and cash equivalents. The chief executive officer performs
the assessment of segment performance by using the reported measure of segment profit or loss to monitor budget versus actual results.
The table below summarizes
the significant expense categories regularly reviewed by the chief operating decision maker for the periods ended June 30, 2026 and June
30, 2025:
| | |
June 30 | | |
June 30 | |
| | |
2026 | | |
2025 | |
| Sales | |
| 1,057,210 | | |
| 357,979 | |
| Cost of Sales (*) | |
| | | |
| | |
| Payroll and payroll related | |
| 195,629 | | |
| 100,632 | |
| Others | |
| 615,564 | | |
| 244,673 | |
| | |
| | | |
| | |
| Research and Development expenses (*) | |
| | | |
| | |
| Payroll and payroll related | |
| 606,382 | | |
| 697,656 | |
| Material, subcontractors, consultants and other | |
| 344,504 | | |
| 419,550 | |
| | |
| | | |
| | |
| Selling and Marketing expenses (*) | |
| | | |
| | |
| Payroll and payroll related | |
| 553,843 | | |
| 325,710 | |
| Professional services, tradeshows and others | |
| 499,933 | | |
| 407,139 | |
| | |
| | | |
| | |
| General and Administrative expenses (*) | |
| | | |
| | |
| Payroll and payroll related | |
| 343,397 | | |
| 229,530 | |
| Professional services and Facility related and other | |
| 1,200,526 | | |
| 978,109 | |
| | |
| | | |
| | |
| Other segment items: (*) | |
| 1,033,267 | | |
| (749,065 | ) |
| | |
| | | |
| | |
| Net loss | |
| 4,335,835 | | |
| 2,295,955 | |
Note 11 – Subsequent Events
| A. | No
subsequent events occurred. |
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